SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
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
March 7, 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, as amended by Amendment No.
3, dated December 31, 1996, filed with the Securities and Exchange
Commission by Andrews Group and Mafco, and as amended by Amendment No. 4,
dated January 31, 1997 and 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On March 6, 1997, Andrews Group informed Toy Biz that as a result
of the termination of the Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated as of December 27, 1996, by and between Andrews Group
and Marvel Entertainment Group, Inc., the conditions to the obligations of
Andrews Group and the Purchaser under the Merger Agreement will not be
satisfied, and that Andrews Group does not expect to waive such conditions
and anticipates that the merger between the Purchaser and Toy Biz pursuant
to the Merger Agreement will not be consummated. Also on March 6, 1997,
Andrews Group separately informed Isaac Perlmutter and Avi Arad that it had
terminated the Stock Purchase Agreement and that conditions to the
obligations of Andrews Group pursuant to the stock purchase agreement by
and between Andrews, Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib Inc.,
dated as of November 20, 1996, as amended by Amendment No. 1 thereto dated
as of January 29, 1997, and the stock purchase agreement by and between
Andrews Group and Avi Arad, dated as of November 20, 1996, as amended by
Amendment No. 1 thereto dated as of January 29, 1997, will not be
satisfied. On March 7, 1997, Andrews Group issued a press release
reporting the termination of the Stock Purchase Agreement. See attached
Exhibits.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A Press Release of Andrews Group Incorporated dated March 7, 1997
Exhibit B Letter from Andrews Group Incorporated to Toy Biz, Inc. dated
March 6, 1997
Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated
March 6, 1997
Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac Permutter
dated March 6, 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: March 10, 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 Press Release of Andrews Group Incorporated dated March 7, 1997
Exhibit B Letter from Andrews Group Incorporated to Toy Biz, Inc., dated
March 6, 1997
Exhibit C Letter from Andrews Group Incorporated to Mr. Avi Arad dated
March 6, 1997
Exhibit D Letter from Andrews Group Incorporated to Mr. Isaac Permutter
dated March 6, 1997
Exhibit A
FOR IMMEDIATE RELEASE
ANDREWS GROUP TERMINATES MARVEL
STOCK PURCHASE AGREEMENT
NEW YORK, N.Y., MARCH 7, 1997 The Andrews Group announced today that it
has terminated its agreement to purchase new shares of Marvel Entertainment
Group (NYSE: MRV) that were to be issued as part of the reorganization plan
filed by Marvel in its Chapter 11 bankruptcy case. The new shares were to
be conveyed to Andrews for $365 million in cash or common stock of Toy Biz
Inc. (NYSE: TBZ). In view of the termination of the Marvel stock purchase
agreement, there are conditions to the merger with Toy Biz, and to the
stock purchase agreements with certain Toy Biz shareholders, that will not
be satisfied. Accordingly, Andrews does not expect that these transactions
will be consummated.
Andrews also reported that it has been advised that Marvel has received a
preliminary proposal from the bondholders' committee which also
contemplates a $365 million cash infusion by means of an underwritten
rights offering to all stockholders, including Holding Company bondholders,
pursuant to a plan of reorganization, and that Marvel's Board has
authorized its officers and advisers to work with all the parties to try to
develop expeditiously an acceptable alternative plan.
"Since last October, Andrews Group has been attempting to recapitalize
Marvel and restore it to profitability because we believed then, and
continue to believe, in its many fundamental strengths, including its
wealth of intellectual property and market leadership," said Howard Gittis,
Vice Chairman of Andrews Group. "Our efforts were blocked by holders of
Marvel holding company bonds."
"Over the past five months we have repeatedly said that we would encourage
the Marvel Board to consider favorably any alternative proposal that it
felt met the financial and operational needs of the company on a timely
basis."
"Andrews firmly believes that its original plan would have created value
for Marvel shareholders and served the best interests of all parties who
have a stake in the future of the company. However, we also insisted that
protracted delay in securing confirmation of the plan from the Bankruptcy
Court would imperil its viability and harm Marvel. With last week's ruling
by the Court removing impediments to the bondholders' voting of nearly 80
percent of the common equity of Marvel, it became obvious that timely
confirmation of the plan was unlikely, if not impossible," Mr. Gittis said.
Exhibit B
[Andrews Letterhead]
March 6, 1997
Toy Biz, Inc.
333 East 38th Street
New York, New York 10016
Attention: General Counsel
Dear Sirs:
This letter is to inform you that Andrews Group
Incorporated ("Andrews") has terminated the Stock
Purchase Agreement, dated as of December 27, 1996, by and
between Andrews and Marvel Entertainment Group, Inc.,
pursuant to its terms. Accordingly, conditions to the
obligations of Andrews and Andrews Acquisition Corp.
("Acquisition") to consummate the merger (the "Merger")
pursuant to the Agreement and Plan of Merger by and among
Andrews, Acquisition and Toy Biz, Inc., dated as of
December 27, 1996, will not be satisfied. Please be
advised that Andrews does not intend to waive such
conditions and anticipates that the Merger will not be
consummated.
Very truly yours,
ANDREWS GROUP INCORPORATED
By: /s/ Barry F. Schwartz
cc: Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
New York, New York 10019
Exhibit C
[Andrews Letterhead]
March 6, 1997
Mr. Avi Arad
c/o Avi Arad & Associates
1698 Post Road East
Westport, CT 06880
Dear Mr. Arad:
This letter is to inform you that Andrews Group
Incorporated ("Andrews") has terminated the Stock
Purchase Agreement, dated as of December 27, 1996, by and
between Andrews and Marvel Entertainment Group, Inc.,
pursuant to its terms. Accordingly, conditions to the
obligation of Andrews pursuant to the Stock Purchase
Agreement (the "Arad Agreement") by and between Andrews
and Avi Arad, dated as of November 20, 1996, as amended,
will not be satisfied. Please be advised that Andrews
does not intend to waive such conditions and anticipates
that the transactions contemplated by the Arad Agreement
will not be consummated.
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.
Exhibit D
[Andrews Letterhead]
March 6, 1997
Mr. Isaac Perlmutter
Isaac Perlmutter, T.A.
ZIB Inc.
P.O. Box 1028
Lake Worth, FL 33460-1028
Dear Sirs:
This letter is to inform you that Andrews Group
Incorporated ("Andrews") has terminated the Stock
Purchase Agreement, dated as of December 27, 1996, by and
between Andrews and Marvel Entertainment Group, Inc.,
pursuant to its terms. Accordingly, conditions to the
obligations of Andrews pursuant to the Stock Purchase
Agreement (the "Perlmutter Agreement") by and between
Andrews, Isaac Perlmutter, Isaac Perlmutter, T.A. and ZIB
Inc., dated as of November 20, 1996, as amended, will not
be satisfied. Please be advised that Andrews does not
intend to waive such conditions and anticipates that the
transactions contemplated by the Perlmutter Agreement
will not be consummated.
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.
