UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ROADMASTER INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
769-727-108
(CUSIP Number)
ARNOLD L. WADLER
Senior Vice President, Secretary & General Counsel
Metromedia International Group, Inc.
c/o Metromedia Company
One Meadowlands Plaza, East Rutherford, New Jersey 07073-2137
Tel. No.: (201) 531-8000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
With copy to:
JAMES M. DUBIN, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel. No.: (212) 373-3000
March 1, 1996
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto
Page 1 of 5
<PAGE>
reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
Page 2 of 5
<PAGE>
SCHEDULE 13D
CUSIP No. 769-727-108 Page 3 of 5 Pages
---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
METROMEDIA INTERNATIONAL GROUP, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (See Item 3)
- --------------------------------------------------------------------------------
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
19,169,000
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
19,169,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,169,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 5
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 supplements the Schedule 13D relating
to Roadmaster Industries, Inc. (the "Schedule 13D") filed on
December 15, 1994 by Metromedia International Group, Inc. (formerly
known as The Actava Group Inc.) ("MIG") in the following respect only
(capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13D):
Item 4. Purpose of Transaction.
Item 4 is amended by adding to the end thereof the following
paragraph:
MIG's investment in Roadmaster is a non-strategic asset.
For accounting purposes, MIG has classified Roadmaster as an
asset held for disposition. MIG intends to dispose of its
investment in Roadmaster in 1996.
Page 4 of 5
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.
Dated: March 1, 1996
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ ARNOLD L. WADLER
-----------------------------
Name: Arnold L. Wadler
Title: Senior Vice President,
Secretary and General Counsel
Explanatory Note.
In order to comply with Rule 13d-2(c) promulgated under the
Securities Exchange Act of 1934, as amended, included for filing with
this Amendment No. 1 to Schedule 13D is the Schedule 13D (other than
the exhibits thereto) previously filed with the Securities and
Exchange Commission.
Page 5 of 5
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ROADMASTER INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
769-727-108
(CUSIP Number)
WALTER M. GRANT
4900 Georgia Pacific Center
Atlanta, Georgia 30303
(404) 658-9000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 6, 1994
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [X] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
Page 2 of 11
<PAGE>
SCHEDULE 13D
CUSIP No. 769 727 108 Page 3 of 11 Pages
---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Actava Group Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
N/A
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
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
Incorporated in the State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
19,169,000 shares (39.6%)
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON
WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
19,169,000 shares (39.6%)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,169,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 11
<PAGE>
STATEMENT OF INFORMATION REQUIRED PURSUANT TO SECTION
13(d)(1) or 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SECTION 13D
The following statement of information is being filed by The Actava Group Inc.
("Actava") pursuant to Regulation #240.13d-1 of the Rules and Regulations of the
Securities and Exchange Commission.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01
per share, of Roadmaster Industries, Inc. (the "Roadmaster
Common Stock"), a Delaware corporation ("Roadmaster"), whose
principal office is located at 7315 E. Peakview Avenue,
Englewood, Colorado 80111.
Item 2. Identity and Background.
(a) Name: The Actava Group Inc.
(b) State of Incorporation: Delaware
(c) Principal Businesses: Manufacture and sale of
lawn and garden equipment
(d) Address of principal 4900 Georgia Pacific
office: Center
Atlanta, GA 30303
(e) Criminal convictions: None
(f) Civil proceedings: None
Item 3. Source and Amount of Funds or Other Consideration.
Actava transferred to Roadmaster all of the issued and outstanding
capital stock of four of its wholly-owned subsidiaries in exchange
for 19,169,000 shares of Roadmaster Common Stock (the "Exchange
Transaction"). The four Actava subsidiaries transferred to
Roadmaster were Diversified Products Corporation, Hutch Sports USA
Inc., Nelson/WeatherRite, Inc. and Willow Hosiery, Inc.
(collectively, the "Sports Subsidiaries"). The Exchange Transaction
was effected pursuant to an Agreement and Plan of Reorganization
dated July 20, 1994 (the "Agreement") by and among Actava, the
Sports Subsidiaries and Roadmaster.
Page 4 of 11
<PAGE>
Item 4. Purpose of Transaction.
Actava acquired the shares of Roadmaster Common Stock in the
Exchange Transaction for investment purposes as part of the
disposition of the Sports Subsidiaries and not for the purpose of
obtaining control of Roadmaster. Although Actava has not made any
formal representations or legally binding commitments that would
limit its ability to purchase additional equity in Roadmaster,
Actava has no current plans for acquiring additional shares of
Roadmaster Common Stock.
Pursuant to the Agreement, certain amendments were adopted to the
Certificate of Incorporation of Roadmaster, including amendments (i)
to increase the number of authorized shares of Roadmaster Common
Stock to 100,000,000 shares, (ii) to fix the number of Directors of
Roadmaster at nine, (iii) to require that all stockholder action be
taken at an annual or special meeting, (iv) to provide for advance
notice of nominations to the Board of Directors of Roadmaster, (v)
to require certain super-majority votes under certain circumstances
for the Board of Directors of Roadmaster to remove its Chief
Executive Officer or Chief Operating Officer, and (vi) to require
super-majority voting by the stockholders to amend certain
provisions of the Certificate of Incorporation and Bylaws of
Roadmaster.
Pursuant to the Agreement, Actava, Roadmaster, Henry Fong, the Chief
Executive Officer and a director of Roadmaster, and Edward E. Shake,
the Chief Operating Officer of Roadmaster, also entered into a
Shareholders Agreement which provides, among other things, that
Actava shall have the right to designate four individuals to serve
on Roadmaster's nine-member Board of Directors. The Shareholders
Agreement also provides that Actava will use its best efforts to
cause the nomination and election of five Directors designated by
Roadmaster. The Shareholders Agreement is discussed in more detail
under Item 6 below.
As noted above, in connection with the Exchange Transaction,
Roadmaster amended and restated its Certificate for Incorporation
and Bylaws to provide, among other things, for certain
super-majority voting requirements under certain circumstances for
the Board of Directors of Roadmaster to remove the Chief Executive
Officer and Chief Operating Officer. The effect of these amendments
will be to require a two-thirds vote of the members of the Board of
Directors of Roadmaster to terminate Roadmaster's existing Chief
Executive Officer and Chief Operating Officer, except that the Board
of Directors will have the right to terminate such
Page 5 of 11
<PAGE>
officers by a majority vote if Roadmaster has not reported positive
net income from continuing operations for the fiscal year preceding
the year in which the Board of Directors elects to terminate such
officers.
ITEM 5. Interest in Securities of the Issuer.
(a) As of this date, Actava is the beneficial owner of 19,169,00
shares of Roadmaster Common Stock.
(b) Actava owns the sole power to vote and dispose of
these shares.
(c) None
(d) None
(e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
(a) Shareholders Agreement. Pursuant to the Agreement, Actava,
Roadmaster, Mr. Fong and Mr. Shake entered into a Shareholders
Agreement dated as of December 6, 1994. The Shareholders Agreement
expires on the fifth anniversary of such date unless it is earlier
terminated in accordance with its terms. Pursuant to the
Shareholders Agreement, the parties thereto agreed to take all
necessary action to cause Roadmaster's Board of Directors to be
fixed at nine Directors during the term of such Agreement.
Additionally, pursuant to the Shareholders Agreement, four
individuals designated by Actava (the "Actava Designated Directors")
will be elected to serve on the Board of Directors of Roadmaster.
Two of the four persons initially elected to serve as Actava
Designated Directors are required to be persons who are not
employees, officers or affiliates of Roadmaster or Actava. The
parties to the Shareholders Agreement are required to use their best
efforts to cause the nomination for election of the four Actava
Designated Directors and the five Directors designated by Roadmaster
(the "Roadmaster Designated Directors"). Three of the Roadmaster
Designated Directors must be persons who are not employees, officers
or affiliates of Roadmaster or Actava. The Shareholders Agreement
obligates the parties to use their best efforts to cause at least
one of the Actava Designated Directors to serve on each committee of
Roadmaster's Board of Directors and to cause at least two
Page 6 of 11
<PAGE>
Actava Designated Directors to serve on any committee which consists
of five or more members.
If, as a result of Actava's sale, transfer or assignment of
Roadmaster Common Stock, the number of shares of Roadmaster Common
Stock owned by Actava is reduced to a number less than 12,000,000
but equal to or more than 8,000,000, then Actava will become
entitled to designate only three members to Roadmaster's Board of
Directors. If the number of shares of Roadmaster Common Stock owned
by Actava is reduced to less than 8,000,000 but equal to or more
than 5,000,000, then Actava will be entitled to designate only two
members to Roadmaster's Board of Directors.
If the number of shares of Roadmaster Common Stock owned by Actava
is reduced to less than 5,000,000 but equal to or more than
2,000,000, then Actava will be entitled to designate only one member
to Roadmaster's Board of Directors.
Subject to the limitations described above, the parties to the
Shareholders Agreement have agreed that they will at all times and
upon every opportunity affirmatively vote all of their shares of
Roadmaster Common Stock to cause the Board of Directors to be
composed of five Roadmaster Designated Directors and four Actava
Designated Directors. In addition, Mr. Fong is obligated to use his
best efforts to cause Equitex, Inc. to support the nomination and
election of the Actava Designated Directors. Mr. Fong is the
President and Chief Executive Officer and a Director of Equitex,
Inc., which currently owns 10.5% of the outstanding shares of
Roadmaster Common Stock.
Actava's obligation to support the nomination and election of the
Roadmaster Designated Directors will terminate if (i) Roadmaster has
not reported positive net income from continuing operations for its
last fiscal year, (ii) the Actava Designated Directors have not been
nominated and supported by the other parties to the Shareholders
Agreement, or (iii) the Actava Designated Directors have not been
elected to, and are not then serving on, the Roadmaster Board of
Directors. The obligation of Roadmaster, Mr. Fong and Mr. Shake to
support the nomination and election of the Actava Designated
Directors will terminate if the Roadmaster Designated Directors have
not been supported by Actava or if the Roadmaster Designated
Directors have not been elected to, and are not then serving on, the
Roadmaster Board of Directors.
Page 7 of 11
<PAGE>
In addition to the voting provisions, the Shareholders Agreement
grants Roadmaster a right of first refusal with respect to any
proposed sale of the shares of Roadmaster Common Stock issued to
Actava in the Exchange Transaction for as long as the Actava
Designated Directors have been nominated and elected to the
Roadmaster Board of Directors. Such right of first refusal will not
apply to any proposed sale, transfer or assignment of such shares to
any persons who would, after consummation of such transaction, own
less than 10% of the outstanding shares of Roadmaster Common Stock
or to any sale of such shares pursuant to a registration statement
filed under the Securities Act of 1933, as amended (the "Securities
Act"), if Actava has used its reasonable best efforts not to make
any sale pursuant to such registration statement to any single
purchaser or "Acquiring Person" who would own 10% or more of the
outstanding shares of Roadmaster Common Stock after the consummation
of such transaction. "Acquiring Person" generally is defined to mean
any person or group which together with all affiliates is the
beneficial owner of 5% or more of the outstanding shares of
Roadmaster Common Stock. The right of first refusal also would not
apply to any proposed sale, transfer or assignment of Actava's
shares of Roadmaster Common Stock to an affiliate of Actava.
(b) Registration Rights Agreement. As a condition to the
consummation of the Exchange Transaction, Roadmaster and Actava
entered into a Registration Rights Agreement dated December 6, 1994.
The Registration Rights Agreement grants to Actava, its affiliates
and any transferee who acquires at least 1,000,000 of the shares of
Roadmaster Common Stock issued to Actava the right to require
Roadmaster to register such shares and any other shares of
Roadmaster Common Stock (collectively, "Registrable Stock") under
the Securities Act.
Registration may be demanded at any time during a ten year period
beginning as of December 6, 1994 (the "Registration Period") by the
holders of at least 50% of the Registrable Stock if a "long-form"
registration statement (i.e., a registration statement on Form S-1,
S-2 or other similar form) is requested or by the holders of
Registrable Stock with a value of at least $500,000 if a
"short-form" registration statement (i.e., a registration statement
on Form S-3 or other similar form) is requested. Roadmaster is
required to pay all expenses incurred (other than the expenses of
counsel, if any, for the holders of Registrable Stock and the
expenses of underwriters' counsel) for any two registrations
requested by the holders of Registrable Stock
Page 8 of 11
<PAGE>
during the Registration Period. Roadmaster will become obligated to
pay the expenses of two additional registrations if Roadmaster is
not eligible to use a short- form registration statement to register
the Registrable Stock at any time during the Registration Period.
All other registrations will be at the expense of the holders of the
Registrable Stock.
In addition to the demand registration rights described above, if
Roadmaster at any time proposes to register under the Securities Act
any of its securities for sale for its own account or for the
account of any person, subject to certain exceptions, it is required
to provide the holders of Registrable Stock with the opportunity to
sell some or all of their Registrable Stock pursuant to such
registration. Roadmaster, however, is not required to grant any
concession or additional rights to any other person to secure the
right of any holder of Registrable Stock to participate in such
registrations. In addition, Roadmaster will have the right at least
once during each twelve-month period to defer a filing in a demand
registration statement for a period of up to 90 days after request
for registration by the holders of the requisite number of shares of
Registrable Stock.
Any future registration rights granted by Roadmaster may not impair
the priority of the registration rights granted to the holders of
Registrable Stock but Roadmaster may grant registration rights that
are substantially similar to or that rank on a parity with the
registration rights granted under the Registration Rights Agreement.
ITEM 7. Material to be Filed as Exhibits.
The following exhibits are filed as a part of this Schedule 13D:
(i) Agreement and Plan of Reorganization dated as of July 20, 1994
by and among Actava, the Sports Subsidiaries, and Roadmaster.
(ii) Shareholders Agreement dated as of December 6, 1994,
by and among Actava, Roadmaster, Henry Fong and Edward
E. Shake.
In accordance with Rule 13d-2(c) of the Exchange Act, the foregoing
exhibits have not been filed in electronic format.
Page 9 of 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I hereby certify that the information set forth in this statement is true,
complete and correct.
Dated:December 14, 1994
THE ACTAVA GROUP INC.
By: /s/ WALTER M. GRANT
--------------------------
Name: Walter M. Grant
Title: Senior Vice President,
General Counsel and Secretary
Page 10 of 11
<PAGE>
EXHIBITS TO AMENDMENT NO. 1 TO SCHEDULE 13D
The following documents are being filed by The Actava Group
Inc. ("Actava") as exhibits to the Schedule 13D relating to Actava's
holding of 19,169,000 shares of Common Stock of Roadmaster Industries,
Inc. ("Roadmaster"):
(1) Exhibit A - Agreement and Plan of Reorganization dated as of
July 20, 1994 by and among Actava, Roadmaster, and the four companies
transferred by Actava to Roadmaster.
(2) Exhibit B - Shareholders Agreement dated as of December 6, 1994,
by and among Actava, Roadmaster, Henry Fong and Edward E.
Shake.
In accordance with Rule 13d-2(c) of the Exchange Act, the foregoing
exhibits have not been filed in electronic format.
Page 11 of 11
