SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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
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(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
October 17, 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
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Andrews Group Incorporated
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(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
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,050,000
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
75.9%
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(14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 892261108
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mafco Holdings Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
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(3) SEC USE ONLY
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(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
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(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
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Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), of Toy Biz, Inc., a
Delaware corporation ("Toy Biz"). The principal executive offices of Toy
Biz are located at 333 East 38th Street, New York, New York 10016.
Item 2. Identity and Background.
Andrews Group Incorporated ("Andrews Group") is an indirect
wholly owned subsidiary of Mafco Holdings Inc. ("Mafco Holdings," together
with Andrews Group the "Reporting Persons"). Mafco Holdings is a
diversified holding company. All of the capital stock of Mafco Holdings is
owned by Ronald O. Perelman.
The business address of the Mafco Holdings is 35 East 62nd
Street, New York, New York 10021 and the business address of Andrews Group
is 3200 Windy Hill Road, Atlanta, Georgia 30339.
Schedule I attached hereto sets forth certain additional
information with respect to each director and executive officer of the
Reporting Persons.
To the knowledge of the Reporting Persons, during the last
five years neither the Reporting Persons nor, to the best of their
knowledge, any of the persons listed on Schedule I (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
Each of the Reporting Persons is a Delaware corporation. All
of the individuals listed on Schedule I are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an agreement with Isaac Perlmutter and Avi Arad,
the holders of an aggregate of 13,656,000 shares of Class A Common Stock,
Andrews Group will purchase all of such shares for an aggregate purchase
price of $191,184,000 in cash and $40,000,000 in Andrews Group debt.
Andrews Group will pay the purchase price from cash available to the
Reporting Persons at the time of the closing of the purchase and, to the
extent necessary, from borrowings.
Item 4. Purpose of the Transaction
Andrews Group has reached agreement to purchase all
13,656,000 shares of Class A Common Stock of Toy Biz owned by Avi Arad and
Isaac Perlmutter. Andrews Group anticipates executing definitive
documentation with respect to such agreement shortly. Andrews Group's 80%
indirectly-owned, publicly-traded subsidiary, Marvel Entertainment Group,
Inc. ("Marvel") beneficially owns substantially all of the Class B Common
Stock, par value $.01 per share, of Toy Biz (the "Class B Common Stock").
See Item 5.
Andrews Group anticipates making a proposal to Marvel under
which Andrews Group (or an affiliate) would purchase new equity capital at
Marvel. This proposal will be subject to a number of significant
conditions, including the waiver by Marvel's banks of certain financial
covenants, the restructuring of those facilities to provide for Marvel's
cash requirements; and an agreement among Marvel, its banks, the holders of
certain Marvel holding company bonds and Andrews Group on the terms of the
Andrews Group purchase.
It is anticipated that Marvel will be making a proposal
shortly to the Toy Biz board of directors that Marvel acquire all remaining
shares of Toy Biz at a cash price approximating the current market value of
the Class A Common Stock and that Toy Biz will as a result become a wholly
owned subsidiary of Marvel.
Andrews Group's agreement with Mr. Perlmutter and Mr. Arad
is conditioned, and the Marvel proposal to Toy Biz will be conditioned, on
Andrews Group purchasing new equity capital at Marvel; Andrews Group and
Marvel could waive these conditions. A special committee of directors who
are not officers or employees of Andrews Group or Marvel or their
affiliates has been appointed to negotiate with Marvel on behalf of the Toy
Biz minority stockholders.
Except as set forth in this Item 4, neither the Reporting
Persons nor, to the best of the knowledge of the Reporting Persons, any of
the individuals named in Schedule I hereto, has any plans or proposals
which relate to or which would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of October 24, 1996, Toy Biz had 20,348,794
outstanding shares of Class A Common Stock and 7,394,000 outstanding shares
of Class B Common Stock. The shares of Class B Common Stock are convertible
at the option of their holder, Marvel, into an equal number of shares of
Class A Common Stock. Accordingly, as a result of the agreement described
in Item 4 and Marvel's beneficial ownership of the Class B Common Stock,
the Reporting Persons may be deemed to beneficially own in the aggregate
21,050,000 shares of Class A Common Stock, or 75.9% of the Class A Common
Stock which would be outstanding upon the conversion of the Class B Common
Stock.
Except as set forth above, the Reporting Persons do not
beneficially own any Class A Common Stock of Toy Biz.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth or incorporated by reference in this
Item 6 and Item 4 hereof, neither the Reporting Persons nor, to the best of
the knowledge of the Reporting Persons, any of the individuals named in
Schedule I hereto, has any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person either with respect to
any securities of Toy Biz, including, but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Materials to be filed as Exhibits.
Attached as Exhibit A is a copy of the press release dated
October 17, 1996 issued by Andrews Group announcing the agreement to
purchase Toy Biz Class A Common Stock.
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: October 25, 1996
Andrews Group Incorporated
Mafco Holdings Inc.
By: /s/ Barry F. Schwartz
Name: Barry F. Schwartz
Title: Executive Vice President and
General Counsel
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
Andrews Group Incorporated
Set forth below is each director and executive officer of
Andrews Group Incorporated. Unless otherwise indicated each person
identified below is principally employed by Mafco Holdings Inc. The
principal occupation or employment of Mr. Shapiro is his position as
General Counsel of Marvel Entertainment Group, Inc.; the principal
occupation or employment of Mr. Bridges is his position as Executive Vice
President and Chief Administrative Officer of New World Communications
Group Incorporated; the principal occupation or employment of Mr. Page is
his position as Executive Vice President and Chief Financial Officer of New
World Communications Group Incorporated; the principal occupation or
employment of Mr. Bevins is his position as Chief Executive Officer of
Andrews Group Incorporated; and the principal occupation or employment of
Mr. Sassa is his position as Chairman and Chief Executive Officer of Marvel
Entertainment Group, Inc. The principal address of Andrews Group Incor-
porated is 3200 Windy Hill Road, Atlanta, Georgia 30339. The principal
address of Mafco Holdings Inc. and, unless otherwise indicated below, the
current business address for each individual listed below is East 62nd Street,
New York, New York 10021. Each individual listed below is a citizen of the
United States.
Name and Address Present Principal Occupation or Employment
Ronald O. Perelman Director and Chairman of the Board
William C. Bevins Director, President and Chief Executive Officer
Donald G. Drapkin Director and Vice Chairman
Howard Gittis Director and Vice Chairman
Bruce Slovin Director and Vice Chairman
Terry C. Bridges Executive Vice President and Chief
3200 Windy Hill Road Administrative Officer
Atlanta, Georgia 30339
Joseph P. Page Executive Vice President and
1440 South Sepulveda Chief Financial Officer
Boulevard
Los Angeles, CA 90025
Richard E. Halperin Executive Vice President and Special Counsel
to the Chairman
William E. Kerstetter Executive Vice President
1440 South Sepulveda
Boulevard
Los Angeles, CA 90025
Barry F. Schwartz Executive Vice President and
General Counsel
Paul E. Shapiro Executive Vice President
387 Park Avenue South
New York, New York 10016
Scott M. Sassa President and Chief Operations Officer
387 Park Avenue South
New York, New York 10016
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
Mafco Holdings Inc.
Set forth below is each director and executive officer of
Mafco Holdings Inc. Unless otherwise indicated each person identified below
is principally employed by Mafco Holdings Inc. The principal occupation or
employment of Mr. Levin is his position as President and Chief Executive
Officer of Revlon Consumer Products Corporation; and the principal
occupation or employment of Mr. Bevins is his position as President and
Chief Executive Officer of Andrews Group Incorporated. The principal
address of Mafco Holdings Inc. and, unless otherwise indicated below, the
current business address for each individual listed below is 35 East 62nd
Street, New York, New York 10021. Each such person is a citizen of the
United States.
Name and Address Present Principal Occupation or Employment
Ronald O. Perelman Director and Chairman of the Board
Donald G. Drapkin Director and Vice Chairman
Irwin Engelman Director, Executive Vice President
and Chief Financial Officer
Howard Gittis Director and Vice Chairman
Bruce Slovin Director and President
William C. Bevins Executive Vice President
Jerry W. Levin Executive Vice President
Richard E. Halperin Executive Vice President and Special Counsel
to the Chairman
Barry F. Schwartz Executive Vice President and
General Counsel
Exhibit Index
Exhibit A Press Release dated October 17, 1996
Exhibit A
ANDREWS GROUP TO BUY 67% OF TOY BIZ CLASS A COMMON STOCK
New York, Oct. 17 -- Andrews Group Incorporated announced
that it has reached agreement to purchase approximately 67% of the Class A
Common Stock of Toy Biz, Inc. (NYSE: TBZ) at a price consisting of cash and
Andrews Group debt estimated to have a value below current market. Andrews
Group's subsidiary, Marvel Entertainment Group, Inc. (NYSE: MRV) currently
holds substantially all of the Toy Biz Class B common stock. The selling
Class A shareholders are Isaac Perlmutter and Avi Arad.
Andrews Group also anticipates making a proposal to Marvel
under which Andrews Group (or an affiliate) would purchase new equity
capital at Marvel. This proposal will be subject to a number of significant
conditions, including the waiver by Marvel's banks of certain financial
covenants contained in its bank credit facilities, the restructuring of
those facilities to provide for Marvel's cash requirements; and an
agreement among Marvel, its banks, the holders of certain Marvel holding
company bonds and Andrews Group on the terms of the Andrews Group purchase.
Andrews Group noted that although there can be no assurance that agreement
would be reached on the terms of the proposed equity purchase, it is
expected that any such purchase would result in substantial dilution to the
existing Marvel shares, including the Marvel shares which serve as
collateral for Marvel holding company bonds.
It is also anticipated that Marvel will be making a proposal
shortly to the Toy Biz board of directors that Marvel acquire all remaining
shares of Toy Biz at a cash price approximating current market and that Toy
Biz become a wholly owned subsidiary of Marvel. It is contemplated that
Joseph M. Ahearn will contine as president and Chief Executive Officer of
Toy Biz and that Mr. Arad and Mr. Perlmutter will also retain their Toy Biz
management responsibilities.
The Andrews Group agreement with Mr. Perlmutter and Mr. Arad
is conditioned, and the Marvel proposal to Toy Biz will be conditioned, on
Andrews Group purchasing new equity capital at Marvel; Andrews Group and
Marvel could waive these conditions. In anticipation of receiving a
proposal, the Toy Biz board of directors today formed a special committee
of directors not affiliated with Andrews Group or Marvel to negotiate with
Marvel on behalf of the Toy Biz minority stockholders.
Marvel Entertainment Group, Inc. is a leading youth
entertainment company. Operations include publishing of comic books,
trading cards and activity stickers; marketing and distribution of toys;
and licensing of its characters for consumer products, media and
advertising promotions.
Toy Biz, Inc. designs, markets and distributes toys in the
boys, girls, preschool, activity and electronic toy categories featuring
major entertainment and consumer brand name properties under license from
Coleman, Disney, Gerber, Henson, Marvel, MCA/Universal, NASCAR and Revlon.
Andrews Group Incorporated is a subsidiary of MacAndrews &
Forbes Holdings Inc., a diversified holding company with interests in
consumer products, entertainment, publishing and financial services.
Contact: Lawrence A. Rand of Kekst and Company, Inc., 212-593-2655.
