SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
Toy Biz, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class and Securities)
892261108
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(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
January 29, 1997
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(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: ( )
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, dated November 22, 1996, filed with the
Securities and Exchange Commission by Andrews Group and Mafco, as amended
by Amendment No. 2, dated December 17, 1996, filed with the Securities and
Exchange Commission by Andrews Group and Mafco, and as amended by Amendment
No. 3, dated December 31, 1996, filed with the Securities and Exchange
Commission 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
Andrews Group has entered into Amendment No. 1, dated as of
January 29, 1997, to the Stock Purchase Agreement, dated as of November 20,
1996, by and between Andrews Group and Avi Arad, and has entered into
Amendment No. 1, dated as of January 29, 1997, to the Stock Purchase
Agreement, dated as of November 20, 1996, by and among Andrews Group, Isaac
Perlmutter, Isaac Perlmutter, T.A. and Zib Inc. Andrews Group has agreed
to purchase all of the shares of Class A Common Stock subject to the terms
and conditions of such agreements as amended, for an aggregate of
$171,184,000 in cash and $20,000,000 in Andrews Group debt. Under certain
circumstances, Andrews Group would be obligated to make additional payments
aggregating up to $20,000,000 pursuant to such agreements, as amended.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A Amendment No. 1, dated as of January 29, 1997, to the Stock
Purchase Agreement, dated as of November 20, 1996, by and between
Andrews Group Incorporated and Avi Arad (incorporated herein by
reference to Exhibit (c)(10) to Schedule 13E-3 filed by Toy Biz,
Inc., Andrews Acquisition Corp. and Andrews Group Incorporated on
January 30, 1997).
Exhibit B Amendment No. 1, dated as of January 29, 1997, to the Stock
Purchase Agreement, dated as of November 20, 1996, by and among
Andrews Group Incorporated, Isaac Perlmutter, Isaac Perlmutter,
T.A. and Zib Inc. (incorporated herein by reference to Exhibit
(c)(11) to Schedule 13E-3 filed by Toy Biz, Inc., Andrews
Acquisition Corp., and Andrews Group Incorporated on January 30,
1997).
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: January 31, 1997
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 Amendment No. 1, dated as of January 29, 1997, to the Stock
Purchase Agreement, dated as of November 20, 1996, by and between
Andrews Group Incorporated and Avi Arad (incorporated herein by
reference to Exhibit (c)(10) to Schedule 13E-3 by Toy Biz, Inc.,
Andrews Acquisition Corp. and Andrews Group Incorporated on
January 30, 1997).
Exhibit B Amendment No. 1, dated as of January 29, 1997, to the Stock
Purchase Agreement, dated as of November 20, 1996, by and among
Andrews Group Incorporated, Isaac Perlmutter, Isaac Perlmutter,
T.A. and Zib Inc. (incorporated herein by reference to Exhibit
(c)(11) to Schedule 13E-3 filed by Toy Biz, Inc., Andrews
Acquisition Corp. and Andrews Group Incorporated on January 30,
1997).
