SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Toy Biz, Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class and Securities)
892261108
(CUSIP Number of Class of Securities)
Barry F. Schwartz
MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, NY 10021
Telephone: (212) 572-8600
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan C. Myers
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 13, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 892261108
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Andrews Group Incorporated
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 13,656,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,394,000
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 13,656,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
7,394,000
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,050,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
75.9%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 892261108
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mafco Holdings Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 13,656,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 7,394,000
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 13,656,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
7,394,000
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,050,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
75.9%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
This statement amends and supplements the Schedule 13D dated
October 25, 1996, relating to the Class A common stock, par value $.01 per
share (the "Class A Common Stock"), of Toy Biz, Inc. ("Toy Biz"), as
originally filed with the Securities and Exchange Commission by Andrews
Group Incorporated ("Andrews Group") and Mafco Holdings Inc. ("Mafco"), as
amended by Amendment No. 1 filed with the Securities and Exchange Commission
dated November 22, 1996 by Andrews Group and Mafco. Except as reported
herein, there has been no change in the information previously reported in
this Schedule 13D.
ITEMS 3 AND 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION AND
PURPOSE OF THE TRANSACTION.
A special committee of the Board of Directors of Toy Biz has
agreed to endorse a transaction pursuant to which Andrews Group will
acquire all shares of Class A Common Stock held by the Toy Biz common
stockholders at a price of $22.50 per share. The consummation of the
proposed transaction is, among other things, conditioned upon the execution
of definitive documentation and an acquisition, previously proposed by
Andrews Group, of additional shares of Marvel Entertainment Group, Inc.
The purchase price for the shares will be paid from cash available at the
time of the closing and, to the extent necessary, from borrowings. See
Exhibit A.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Attached as Exhibit A is a copy of a press release dated December
16, 1996 by Andrews Group Incorporated.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 17, 1996
Andrews Group Incorporated
Mafco Holdings Inc.
By: /s/ Barry F. Schwartz
-----------------------
Name: Barry F. Schwartz
Title: Executive Vice President and
General Counsel
Exhibit Index
Exhibit A Press release, dated as of December 16, 1996 by Andrews
Group Incorporated
Exhibit A
TOY BIZ SPECIAL COMMITTEE ENDORSES ANDREWS GROUP
ACQUISITION OF TOY BIZ CLASS A COMMON STOCK
FOR $22.50 PER SHARE
New York, New York, December 16, 1996 -- Andrews Group
Incorporated announced today that a special committee of the
Board of Directors of Toy Biz, Inc. (NYSE: TBZ) has agreed to
endorse a transaction under which Andrews Group will acquire all
shares of Toy Biz Class A common stock held by the Toy Biz common
stockholders at a price of $22.50 per share.
As previously announced, on November 20, 1996 Andrews
Group entered into stock purchase agreements with Isaac
Perlmutter and Avi Arad, the holders of approximately 67% of the
Toy Biz Class A common stock, to acquire their shares for a
combination of cash and Andrews Group debt valued in the
aggregate at about $17 per share and had proposed to Toy Biz that
it acquire the remaining Class A common stock at $19 per share.
As previously announced, Andrews Group has proposed that
it also acquire additional shares of Marvel Entertainment Group,
Inc. (NYSE: MRV) common stock from Marvel and that Toy Biz become
a wholly owned subsidiary of Marvel. The consummation of the
proposed transaction with Toy Biz is, among other things,
conditioned upon consummation of the Andrews Group investment in
Marvel and the execution of definitive documentation with Toy
Biz.
