<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission file number 0-9008
ANDREWS GROUP INCORPORATED
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-2683875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
- -------------------------------------------------------------------------------
10880 WILSHIRE BOULEVARD, SUITE 1400, LOS ANGELES, CALIFORNIA 90024
(Address of principal executive offices) (Zip Code)
310-234-6737
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of
the latest practicable date.
Class Outstanding at May 13, 1997
- ----------------------- ---------------------------
Common Stock, $1.00 par 1,000
As of May 13, 1997, all of the Registrant's outstanding common
stock was indirectly held by Mafco Holdings Inc.
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Cash $ 0.1 $ 0.5
Marketable securities 352.7 -
Deferred income taxes 23.6 175.4
Other, net 0.3 0.4
------------ ------------
Total current assets 376.7 176.3
Property, plant and equipment, net 16.5 20.1
Loans to affiliate 392.4 247.6
Other assets 23.0 23.3
------------ ------------
$ 808.6 $ 467.3
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt $ 30.2 $ 33.0
Accrued expenses 7.8 18.7
Net liabilities of discontinued operations - 960.4
Liabilities subject to settlement under reorganization 7.1 4.3
------------ ------------
Total current liabilities 45.1 1,016.4
Long-term debt 413.5 262.8
Indebtedness to affiliates 107.4 297.8
Liabilities subject to settlement under reorganization 125.0 125.0
Other liabilities 3.7 3.7
Redeemable preferred stock of subsidiary 5.1 5.1
Commitments and contingencies
Stockholder's equity (deficit):
Common stock, $1.00 par value; 1,000 shares
authorized, issued and outstanding - -
Additional paid-in capital 238.4 40.7
Accumulated deficit (85.7) (1,284.2)
Unrealized loss on available-for-sale securities, net of taxes (43.9) -
------------ ------------
Total stockholder's equity (deficit) 108.8 (1,243.5)
------------ ------------
$ 808.6 $ 467.3
============ ============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
General and administrative expenses $ (7.4) $ (2.5)
Interest expense (15.7) (19.4)
Interest and investment income/loss, net 3.1 14.1
Amortization of debt issuance costs and other, net (4.1) (1.9)
------------ ------------
Loss from continuing operations before income taxes (24.1) (9.7)
Benefit from income taxes 8.2 -
------------ ------------
Loss from continuing operations (15.9) (9.7)
Discontinued operations:
Loss from operations of youth entertainment business, net of taxes and minority interest (40.5) (26.0)
Loss from operations of broadcasting business, net of taxes and minority interest - (17.0)
Gain on elimination of negative investment in youth entertainment
business, net of taxes 782.4 -
Gain on disposal of broadcasting business, net of taxes 477.5 -
------------ ------------
Income (loss) from discontinued operations 1,219.4 (43.0)
Extraordinary item, net of taxes (5.0) -
============ ============
Net income (loss) $ 1,198.5 $ (52.7)
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
ADJUSTMENT FOR
ADDITIONAL UNREALIZED LOSS
COMMON PAID-IN ACCUMULATED ON AVAILABLE-FOR-
STOCK CAPITAL DEFICIT SALE SECURITIES TOTAL
--------- ---------- ----------- ----------------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ - $ 40.7 $ (1,284.2) $ - $(1,243.5)
Contributions 197.7 197.7
Adjustment for unrealized loss on
available-for-sales securities (43.9) (43.9)
Net income 1,198.5 1,198.5
--------- ---------- ----------- ----------------- ---------
Balance, March 31, 1997 $ - $ 238.4 $ (85.7) $ (43.9) $ 108.8
========= ========== =========== ================= =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,198.5 ($ 52.7)
------------ ------------
Adjustments to reconcile net loss to net cash flows from operating
activities:
Depreciation and amortization 2.7 2.1
(Income) loss from discontinued operations, net of taxes (1,219.4) 43.0
Amortization of debt discount 0.6 0.8
Loss on sale of marketable securities 2.9 -
Extraordinary item 5.0 -
Changes in assets and liabilities
Decrease in assets 6.9 0.1
Decrease in liabilities (10.9) (9.5)
------------ ------------
(1,212.2) 36.5
------------ ------------
Net cash used for operating activities (13.7) (16.2)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of marketable securities 271.4 -
Loans to affiliates, net (358.4) (83.8)
Other investments (0.3) -
------------ ------------
Net cash used for investing activities (87.3) (83.8)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt 400.0 51.0
Repayment and repurchases of debt (252.6) (62.5)
Loans from affiliates, net (233.8) 111.3
Contribution from parent 197.7 -
Debt issuance costs and other, net (10.7) 0.1
------------ ------------
Net cash flows from financing activities 100.6 99.9
------------ ------------
Net decrease in cash (0.4) (0.1)
Cash at beginning of the period 0.5 2.1
------------ ------------
Cash at end of the period $ 0.1 $ 2.0
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Andrews Group Incorporated ("Andrews" or the "Company") and its
majority-owned subsidiaries after elimination of all material intercompany
accounts and transactions. The Company is a wholly owned subsidiary of
MacAndrews & Forbes Holdings Inc. ("MacAndrews Holdings") which is a wholly
owned subsidiary of Mafco Holdings Inc. ("Mafco Holdings"). The unaudited
consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes contained in the Company's
1996 Form 10-K. All terms used but not defined elsewhere herein have the
meanings ascribed to them in the Company's 1996 Form 10-K. In the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary for a fair presentation have been made.
On December 27, 1996, Marvel and the Marvel Holding Companies, indirect
subsidiaries of Andrews, filed petitions for relief under Chapter 11 of the
United States Bankruptcy Code.
On April 24, 1997, Marvel Parent received notice from LaSalle National
Bank, as Trustee under the Indenture (the "Indenture"), dated as of October 1,
1993, between Marvel Parent and NationsBank of Georgia, National Association,
as Original Trustee, as succeeded by the Bank of New York, as First Successor
Trustee and LaSalle National Bank as Second Successor Trustee, that all rights
of Marvel Parent to exercise voting and other consensual rights with respect to
1,000 shares of Marvel Holdings pledged pursuant to the terms of the Indenture
had been terminated, that all such rights had vested in the Trustee, and that
the Trustee has the sole right to exercise such voting and consensual rights.
Also on April 24, 1997, three officers of Mafco Holdings who served as
directors of Marvel Holdings were notified by the Trustee that they had been
removed as directors of Marvel Holdings and that Mr. Carl C. Icahn, Mr. Robert
Mitchell and Mr. Vincent Intrieri have been elected to the board of directors
of Marvel Holdings. As a result, Andrews is no longer deemed to have beneficial
ownership of the 50,932,167 shares of Marvel Common Stock, or 50.1% of the
total outstanding, beneficially owned by Marvel Holdings. Marvel Parent may
still be deemed to own beneficially 29,302,326 shares of Marvel Common Stock,
or 28.8% of the total outstanding, and Andrews may be deemed to own
beneficially 29,587,526, or 29.1% of the total outstanding.
On May 1, 1997, a hearing was held in the Federal District Court in
Delaware regarding the creditors committee filing of an emergency appeal of the
restraining order of the Bankruptcy Court issued on March 24, 1997 preventing
the replacement of the Board of Directors of Marvel. On May 14, 1997, the
District Court overturned the restraining order but the District Court stayed
the effectiveness of its ruling for 10 days. The Company intends to pursue
available options to maintain the status quo.
Because the Marvel Holding Companies have no assets other than common stock
of Marvel and/or stock in Marvel Holdings and Parent Holdings, the
securityholders of the Marvel Holding Companies will likely receive only their
pro rata share of the Pledged Common Stock upon consummation of the Chapter 11
cases. Furthermore, none of the plans of reorganization filed with the
bankruptcy court involve any continuing ownership in Marvel by Andrews (other
than shares of Marvel common stock, representing 0.3% of the total outstanding,
currently owned by Andrews and
6
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
not pledged to secure indebtedness of the Marvel Holding Companies).
Consequently, the Company's control of Parent Holdings is deemed temporary, and
as of March 31, 1997, the Company has ceased including Parent Holdings and its
subsidiaries in the consolidated accounts of the Company for financial
reporting purposes. As a result, the Company recorded a gain of $782.4, net of
a tax provision of $182.7, reflecting elimination of the Company's negative
investment in Parent Holdings and its subsidiaries. The Company's financial
statements reflect the results of operations of the youth entertainment
business, including Parent Holdings and its subsidiaries, as discontinued
operations for all periods presented.
Revenues of the youth entertainment business included in discontinued
operations were $156.7 and $189.6 in the first quarter of 1997 and 1996,
respectively.
As a result of the NWCG Disposition (see Note 2), the Company's financial
statements reflect the results of operations of the Company's broadcasting
business as discontinued operations for all periods presented.
Certain reclassifications have been made to conform to the current period's
presentation.
2. NWCG DISPOSITION
On January 22, 1997 (the "NWCG Merger Date"), a special meeting (the
"Special Meeting") of stockholders of NWCG was held. At the Special Meeting,
the Agreement and Plan of Merger dated as of September 24, 1996 (the "NWCG
Merger Agreement"), by and among NWCG, The News Corporation Limited, a South
Australian corporation ("News Corp."), Fox Television Stations, Inc., a
Delaware corporation in which News Corp. has an indirect interest ("Fox"), and
Fox Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary
of Fox ("Merger Sub"), was approved. Immediately following the Special Meeting,
the transactions contemplated by the NWCG Merger Agreement were consummated,
including the merger of Merger Sub with and into NWCG and a stock purchase
pursuant to the Stock Purchase Agreement dated as of September 24, 1996 (the
"NWCG Stock Purchase Agreement"), by and among News Corp., Fox and NWCG
(Parent) Holdings Corporation ("NWCG Parent") (the transactions contemplated by
the NWCG Merger Agreement and the NWCG Stock Purchase Agreement, collectively,
the "NWCG Merger").
Pursuant to the NWCG Stock Purchase Agreement, Fox purchased (the "NWCG
Disposition") from NWCG Parent 2,682,236 shares of common stock of NWCG owned
by NWCG Parent and all of the outstanding shares of capital stock of NWCG
Holdings Corporation ("NWCG Holdings"). The consideration for such purchase was
1.45 American Depositary Shares of News Corp. ("ADSs"), each of which
represents four fully paid and non-assessable Preferred Limited Voting Ordinary
Shares, par value A$.50 per share, of News Corp., for each share of common
stock of NWCG directly or indirectly acquired by Fox pursuant to the NWCG Stock
Purchase Agreement, with the aggregate number of ADSs issued to NWCG Parent
reduced to an amount which approximated the accreted amount of the NWCG
Holdings Senior Secured Discount Notes due 1999 (the "Discount Notes")
outstanding at the effective time of the NWCG Merger. In addition, in
connection with the NWCG Disposition, Fox agreed to assume an aggregate of
$46.2 principal amount of debt of Four Star Holdings Inc. ("Four Star
Holdings").
7
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
In connection with the NWCG Merger, the Company received 37,954,211 ADSs
(with a market price of $17.625 per ADS on January 22, 1997) and 2,175,000
("Warrants") warrants to purchase ADSs (in exchange for 1,500,000 warrants to
purchase shares of NWCG previously held by the Company). The Company recorded a
gain in 1997 on the NWCG Disposition of $477.5, net of a tax provision of
$262.4. Through March 31, 1997, the Company sold 15,562,300 ADSs for net
proceeds of $271.4 and recorded a loss of $2.8, which is included in interest
and investment income.
Revenues of the broadcasting business included in discontinued operations
in the first quarter of 1996 was $161.9.
The Company classifies its investment in the ADSs and Warrants as
available-for-sale securities in accordance with SFAS No. 115. Accordingly, the
Company records these investments at fair value, with any unrealized holding
gains or losses considered temporary reported as a separate component of
stockholder's equity until realized or when the decline is not considered
temporary. At March 31, 1997, the Company recorded a temporary reduction of its
investment in ADSs and the Warrants of $43.9, which was net of a tax benefit of
$23.6.
3. LONG-TERM DEBT
On March 20, 1997, Mafco Finance entered into an amended and restated
credit agreement (the "Amended Mafco Finance Credit Agreement") which provides
for a $400.0 term loan facility and $250.0 revolving credit facility. The
Amended Mafco Finance Credit Agreement matures in March 1999. Pursuant to the
Amended Mafco Finance Credit Agreement, Mafco Finance will be required to have
no outstanding borrowings under the Revolving Credit Facility (other than
outstanding letters of credit) for at least 30 consecutive days in each twelve
consecutive month period. At March 31, 1997, there was $400.0 of outstanding
borrowings under the term loan facility and $0 outstanding under the revolving
credit facility. Borrowings outstanding under the Amended Mafco Finance Credit
Agreement bear interest, as appropriate for the type of advance, at either (i)
the Base Rate (as defined) plus a margin of 2.50% or (ii) LIBOR (as defined)
plus a margin of 4.50%. Mafco Finance's obligations are guaranteed by certain
subsidiaries and affiliates of the Company and the Amended Mafco Finance Credit
Agreement contains customary affirmative and negative covenants and events of
default. The ADSs are pledged as security under the Amended Mafco Finance
Credit Agreement, which limits the use of proceeds of any ADS sale.
The Company recorded an extraordinary charge of $5.0, net of a tax benefit
of $2.7, related to the write-off of deferred charges in connection with a
previous Mafco Finance credit agreement.
8
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
4. RELATED PARTY TRANSACTIONS
At March 31, 1997 and December 31, 1996, the Company and its subsidiaries
had advances from Mafco Holdings and its subsidiaries of $64.0 and $297.8,
respectively. At March 31, 1997 and December 31, 1996, the Company and its
subsidiaries had loans of $392.4 and $247.6 to Mafco Holdings and its
subsidiaries. Andrews' tax sharing obligation of $257.0 to its parent which was
primarily incurred in the first quarter of 1997 was offset against $213.6 of
loans to affiliates and increased the Company's borrowings from affiliates by
$43.4. The Company does not expect its affiliates to demand payment of the
Company's borrowings from such affiliates in the next year.
9
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
RESULTS OF OPERATIONS
General
As a result of the NWCG Disposition (see Note 2), the Company's financial
statements reflect the results of operations of the Company's broadcasting
business as discontinued operations for all periods presented.
As discussed in Note 1, as of March 31, 1997 the Company has ceased
including the results of the youth entertainment business, including Parent
Holdings and its subsidiaries, in the consolidated accounts of the Company for
financial reporting purposes and therefore, the Company's financial statements
reflects the results of Parent Holdings and its subsidiaries, as discontinued
operations for all periods presented.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1996
General and administrative expenses were $7.4 and $2.5 in the first quarter
of 1997 and 1996, respectively. The increase primarily reflects an increase in
compensation and other corporate expenses.
Interest expense was $15.7 and $19.4 in the first quarter of 1997 and 1996,
respectively. The decrease primarily reflects a decrease in outstanding
borrowings.
Interest and investment income/loss, net was $3.1 and $14.1 in the first
quarter of 1997 and 1996, respectively. The decrease primarily reflects a
decrease in average loans to affiliates and losses related to the sale of ADSs
in 1997.
The benefit for income taxes was $8.2 and $0 in the first quarter of 1997
and 1996, respectively. The increase reflects a federal tax benefit recorded in
1997 related to the loss from continuing operations before taxes which
partially offset tax expense recorded in discontinued operations.
Loss from discontinued operations of the youth entertainment business of
$40.5, net of a tax benefit of $3.0, and $26.0, net of a tax provision of $1.7,
in the first quarter of 1997 and 1996, respectively, reflect the results of
operations of Parent Holdings and its subsidiaries. The increase reflects the
increased net loss of Parent Holdings and its subsidiaries.
Loss from discontinued operations of broadcasting business of $17.0, net of
a tax benefit of $4.6, reflects the results of the Company's broadcasting
operations in 1996.
The gain on the elimination of the Company's negative investment in the
youth entertainment business of $782.4, net of a tax provision of $182.7,
relates to Parent Holdings and its subsidiaries.
10
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
The gain on disposal of the broadcasting business of $477.5, net of a tax
provision of $262.4, reflects the gain on the NWCG Disposition.
Financial Condition, Liquidity and Capital Resources
In connection with the NWCG Merger, the Company received 37,954,211 ADSs
(with a market price of $17.625 per ADS on January 22, 1997) and 2,175,000
Warrants to purchase ADSs (in exchange for 1,500,000 warrants to purchase
shares of NWCG previously held by the Company). During the three months ended
March 31, 1997, the Company sold 15,562,300 ADSs for net proceeds of $271.4.
On March 20, 1997, Mafco Finance entered into the Amended Mafco Finance
Credit Agreement which provides for a $400.0 term loan facility and $250.0
revolving credit facility. The Amended Mafco Finance Credit Agreement matures
in March 1999. Pursuant to the Amended Mafco Finance Credit Agreement, Mafco
Finance will be required to have no outstanding borrowings under the Revolving
Credit Facility (other than outstanding letters of credit) for at least 30
consecutive days in each twelve consecutive month period. At March 31, 1997,
there was $400.0 of outstanding borrowings under the term loan facility and $0
outstanding under the revolving credit facility. Borrowings outstanding under
the Amended Mafco Finance Credit Agreement bear interest, as appropriate for
the type of advance, at either (i) the Base Rate (as defined) plus a margin of
2.50% or (ii) LIBOR (as defined) plus a margin of 4.50%. Mafco Finance's
obligations are guaranteed by certain subsidiaries and affiliates of the
Company and the Amended Mafco Finance Credit Agreement contains customary
affirmative and negative covenants and events of default. The ADSs are pledged
as security under the Amended Mafco Finance Credit Agreement, which limits the
use of proceeds of any ADS sale.
Andrews' corporate cash requirements consist primarily of debt service and
administrative expenses. The Company expects to redeem its 10% Debentures on
June 30, 1997. The Company's principal source of liquidity at the corporate
level is expected to consist of advances from Mafco Holdings and affiliates.
Andrews' tax sharing obligation of $257.0 to its parent which was primarily
incurred in the first quarter of 1997 was offset against $213.6 of loans to
affiliates and increased the Company's borrowings from affiliates by $43.4. The
Company does not expect its affiliates to demand payment of the Company's
borrowings from such affiliates in the next year.
11
<PAGE>
ANDREWS GROUP INCORPORATED AND SUBSIDIARIES
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings as described in
previous filings. During the quarter, there were no material developments in
any of such proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
27* Financial Data Schedule
* filed herein
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANDREWS GROUP INCORPORATED
(Registrant)
By: /s/ Joseph P. Page
May 20, 1997 ------------------------------
Joseph P. Page
Executive Vice President and
Chief Financial Officer
By: /s/ Laurence Winoker
May 20, 1997 ------------------------------
Laurence Winoker
Vice President and Controller
(Principal Accounting Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Andrews
Group Incorporated Consolidated Balance Sheet and Statement of Operations and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000277025
<NAME> ANDREWS GROUP INCORPORATED
<MULTIPLIER> 1,000,000
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 353
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 377
<PP&E> 18
<DEPRECIATION> (1)
<TOTAL-ASSETS> 809
<CURRENT-LIABILITIES> 45
<BONDS> 0
5
0
<COMMON> 0
<OTHER-SE> 109
<TOTAL-LIABILITY-AND-EQUITY> 809
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (12)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (16)
<INCOME-PRETAX> (24)
<INCOME-TAX> 8
<INCOME-CONTINUING> (16)
<DISCONTINUED> 1,219
<EXTRAORDINARY> (5)
<CHANGES> 0
<NET-INCOME> 1,199
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
