SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
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
July 1, 1997
(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) ( )
(b) ( )
___________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
_________________________________________________________________
(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 0
SHARES _____________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH _____________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH _____________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
_________________________________________________________________
(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) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
_________________________________________________________________
(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 0
SHARES _____________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH _____________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH _____________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
_________________________________________________________________
(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, 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, as amended by Amendment No.
3, dated December 31, 1996, filed with the Securities and Exchange
Commission by Andrews Group and Mafco, as amended by Amendment No. 4, dated
January 31, 1997, filed with the Securities and Exchange Commission by
Andrews Group and Mafco, and as amended by Amendment No. 5, dated March 11,
1997, 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the termination of the agreements referred to
in Item 6 and the removal on June 23, 1997 of each director of Marvel Enter-
tainment Group, Inc. ("Marvel") and the subsequent election to the Marvel
Board of persons not affiliated with Andrews Group or Mafco, the Reporting
Persons no longer beneficially own any Class A Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As previously reported, on March 6, 1997 Andrews Group had
informed Toy Biz that certain conditions to the obligations of Andrews
Group and Andrews Acquisition Corp. (the "Purchaser") under the Agreement
and Plan of Merger (the "Merger Agreement"), by and among Andrews Group,
the Purchaser and Toy Biz, dated as of December 27, 1996, would not be
satisfied, and that Andrews Group did not expect to waive such conditions
and anticipated that the merger contemplated thereby would not be
consummated. Also on March 6, 1997, as previously reported, Andrews Group
had separately informed Avi Arad and Isaac Perlmutter, Isaac Perlmutter,
T.A. and Zib Inc. (collectively, the "Perlmutter Entities") that certain
conditions to the obligations of Andrews Group under the Stock Purchase
Agreement (the "Arad Stock Purchase Agreement"), dated as of November 20,
1996, as amended by Amendment No. 1 thereto, dated as of January 29, 1997,
by and between Andrews Group and Avi Arad and the Stock Purchase Agreement
(the "Perlmutter Stock Purchase Agreement"), dated as of November 20, 1996,
as amended by Amendment No. 1 thereto, dated as of January 29, 1997, by and
among Andrews Group and the Perlmutter Entities, respectively, would not be
satisfied, and that Andrews Group did not expect to waive such conditions
and anticipated that the transactions contemplated thereby would not be
consummated.
On July 1, 1997, Andrews Group formally terminated the Merger
Agreement pursuant to Section 7.1 thereof. Also on July 1, 1997, Andrews
Group formally terminated the Arad Stock Purchase Agreement, pursuant to
Section 7.1 thereof and formally terminated the Perlmutter Stock Purchase
Agreement, pursuant to Section 7.1 thereof. See attached Exhibits.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A Letter from Andrews Group Incorporated to Toy Biz, Inc.
dated July 1, 1997
Exhibit B Letter from Andrews Group Incorporated to Joseph M. Ahearn
of Toy Biz, Inc. dated July 1, 1997
Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated
July 1, 1997
Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac
Perlmutter, Isaac Perlmutter, T.A. and Zib Inc. dated July
1, 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: July 1, 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 Letter from Andrews Group Incorporated to Toy Biz, Inc. dated
July 1, 1997
Exhibit B Letter from Andrews Group Incorporated to Joseph M. Ahearn of Toy
Biz, Inc. dated July 1, 1997
Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated July
1, 1997
Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac Perlmutter
dated July 1, 1997
Exhibit A
[Andrews Group Letterhead]
July 1, 1997
By Fax: 212/682-5272 and
By Hand
By Certified Mail
Return Receipt Requested
Toy Biz, Inc.
685 Third Avenue
New York, New York 10017-4024
Attention: General Counsel
Dear Sirs:
This is to inform you that Andrews Group Incorporated ("Andrews")
is hereby terminating the Agreement and Plan of Merger, dated as of
December 27, 1996, by and among Andrews, Andrews Acquisition Corp. and Toy
Biz Inc. pursuant to Section 7.1 thereof.
Very truly yours,
ANDREWS GROUP INCORPORATED
By: /s/ Barry F. Schwartz
cc: Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Exhibit B
[Andrews Group Letterhead]
July 1, 1997
By Fax: 212/682-5272 and
By Hand
By Certified Mail
Return Receipt Requested
Mr. Joseph M. Ahearn
President and Chief Executive Officer
Toy Biz, Inc.
685 Third Avenue
New York, New York 10017-4024
Dear Mr. Ahearn:
This is to inform you that Andrews Group Incorporated ("Andrews")
is hereby terminating the Agreement and Plan of Merger, dated as of
December 27, 1996, by and among Andrews, Andrews Acquisition Corp. and Toy
Biz Inc. pursuant to Section 7.1 thereof.
Very truly yours,
ANDREWS GROUP INCORPORATED
By: /s/ Barry F. Schwartz
cc: Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Exhibit C
[Andrews Group Letterhead]
July 1, 1997
By Fax: 203/254-2613 and
By Certified Mail
Return Receipt Requested
Mr. Avi Arad
c/o Avi Arad & Associates
1698 Post Road East
Westport, Connecticut 06880
Dear Mr. Arad:
This is to inform you that Andrews Group Incorporated ("Andrews")
is hereby terminating the Stock Purchase Agreement, dated as December 27,
1996, as amended as of January 29, 1997, by and between Andrews and Avi
Arad pursuant to Section 7.1 thereof.
Very truly yours,
ANDREWS GROUP INCORPORATED
By: /s/ Barry F. Schwartz
cc: Battle Fowler LLP
Park Avenue Tower
75 East 55 Street
New York, New York 10022
Attention: Martin L. Edelman, Esq.
John Turitzin, Esq.
Exhibit D
[Andrews Group Letterhead]
July 1, 1997
By Fax: 561/585-3349
212/682-5272
By Hand c/o Toy Biz Inc. and
By Certified Mail
Return Receipt Requested
Mr. Isaac Perlmutter
Isaac Perlmutter, T.A.
ZIB Inc.
P.O. Box 1028
Lake Worth, Florida 33460-1028
Dear Sirs:
This is to inform you that Andrews Group Incorporated ("Andrews")
is hereby terminating the Stock Purchase Agreement, dated as December 27,
1996, as amended as of January 29, 1997, by and among Andrews, Isaac
Perlmutter, Isaac Perlmutter, T.A. and ZIB Inc. pursuant to Section 7.1
thereof.
Very truly yours,
ANDREWS GROUP INCORPORATED
By: /s/ Barry F. Schwartz
cc: Battle Fowler LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022
Attention: Martin L. Edelman, Esq.
John Turitzin, Esq.
