UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
4Kids Entertainment, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
350865-10-1
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(CUSIP Number)
Arnold N. Bressler, Esq.
One Pennsylvania Plaza, 49th Floor, New York, NY 10119-0165
-- (212) 594-5300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 2, 1996
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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 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 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 coverage 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 350865-10-1 PAGE 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALFRED R. KAHN ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [ ]
[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
950,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
PAGE 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIGER ELECTRONICS INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [ ]
[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
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8 SHARED VOTING POWER
350,000
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
350,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
PAGE 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RANDY O. RISSMAN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [ ]
[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,000,000
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8 SHARED VOTING POWER
350,000
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9 SOLE DISPOSITIVE POWER
300,000
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10 SHARED DISPOSITIVE POWER
350,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
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14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
<PAGE>
The initial Schedule 13D (the "Schedule 13D") of (i) Alfred R.
Kahn, (ii) Tiger Electronics Inc. and (iii) Owen Randall Rissman relating to the
common stock, par value $.01 per share, issued by 4Kids Entertainment, Inc. is
hereby amended and restated by this Amendment No. 13 as follows:
Item 1. Security and Issuer.
This Amendment relates to shares of the Common Stock, $.01 par
value per share, of 4Kids Entertainment, Inc., a New York corporation (the
"Company"). The address of the principal executive office of the Company is 1414
Avenue of the Americas, New York, New York 10019. This Amendment also
constitutes Amendment No. 13 to Schedule 13D filed by Alfred R. Kahn on March
21, 1988.
Item 2. Identity and Background
I. (a) Alfred R. Kahn.
(b) Mr. Kahn's business address is 1414 Avenue of the
Americas, New York, New York 10019
(c) Mr. Kahn is Chairman of the Company.
(d-e) During the last five years, Mr. Kahn has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violations with respect to such laws.
(f) Mr. Kahn is a citizen of the United States.
II. (a) Tiger Electronics Inc., an Illinois
corporation ("Tiger").
(b) The address of Tiger's principal business and its
principal office is 980 Woodlands Parkway, Vernon Hills, Illinois 60061.
(c) During the last five years, Tiger has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree of final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violations with respect to such laws.
III. (a) Mr. Owen Randall Rissman ("Mr. Randy Rissman").
(b) Mr. Randy Rissman's business address is 980
Woodlands Parkway, Vernon Hills, Illinois 60061.
Page 5 of pages
<PAGE>
(c) Mr. Randy Rissman is the controlling shareholder
of Tiger and is a director, President and Treasurer of Tiger.
(d-e) During the last five years, Mr. Randy Rissman
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violations with respect to such laws.
(f) Mr. Randy Rissman is a citizen of the United
States.
On March 11, 1991 (the "Closing Date"), Alfred R.
Kahn and Owen Randall Rissman ("Mr. Randy Rissman") became Directors of the
Company. On March 12, 1991, Mr. Kahn became Chairman of the Board, Chief
Executive Officer and Treasurer of the Company.
Item 3. Source and Amount of Funds or Other Consideration.
On the Closing Date, pursuant to an Agreement dated as of
February 22, 1991 (the "Stock Purchase Agreement"), Tiger purchased 234,250
shares of the Company from Stanley A. Weston, the former Chairman of the Board
and Treasurer of the Company, and Mr. Kahn purchased 103,250 shares of the
Company from Mr. Weston. The purchase price was $2.9629629 per share or an
aggregate of $1 million. Tiger used funds from its working capital to finance
the purchase. Mr. Kahn borrowed $305,926 from Tiger to finance his purchase. Mr.
Kahn's indebtedness is evidenced by a Collateral Promissory Note. The Stock
Purchase Agreement was attached as Exhibit 1 to Schedule 13D dated February 22,
1991.
On March 20, 1991 Mr. Kahn purchased 28,250 shares of the
Company's Common Stock, for $59,798, using his own personal funds. Tiger
purchased 28,250 shares of the Company's Common Stock, for $59,798, using funds
from its working capital.
On July 16, 1992, Mr.Kahn exercised options to acquire 100,000
shares of the Company's Common Stock at an exercise price of $4.25 per share for
an aggregate purchase price of $425,000. Mr. Kahn borrowed $425,000 from Tiger
to finance the exercise of his options. Mr. Kahn's indebtedness to Tiger was
evidenced by two Collateral Promissory Notes. The first note, in the amount of
$242,000, provided for repayment by the transfer by Mr. Kahn to Tiger of 50,000
of the Company's shares. This transfer has been made and such Note is no longer
outstanding. The second Note, in the amount of $183,000, bears interest at 1%
over prime and is to be repaid on July 16, 1997. Tiger raised funds from its
working capital to advance the required funds.
As of January 1, 1994, the outstanding principal balance of
the first loan in the amount of $305,926 was $136,277, which is due on March 11,
1996 and bears interest at the rate of 8% per annum payable annually. The
original principal amount of the second loan was $183,000 and has been repaid in
full. Mr. Kahn has agreed that he will use 40% of his annual
Page 6 of pages
<PAGE>
performance bonuses, if any, toward the repayment of his indebtedness to
Tiger.
On April 4, 1994, Alfred R. Kahn and Tiger each purchased
37,500 shares of the Company's Common Stock for $222,656.25. Mr. Kahn borrowed
such amount from Tiger to finance his purchase (the "New Loan"). The New Loan is
evidenced by a collateral promissory note which bears interest at 1% over prime
per annum payable annually and will be due on April 4, 1999. Tiger used funds
form its working capital for its purchase. As previously disclosed, Mr. Kahn
also borrowed from Tiger in connection with two purchases of a total of 153,250
shares (the "Old Loan"). As of April 4, 1994, the outstanding principal balance
of the Old Loan was $136,277. The Old Loan is due on March 11, 1996 and bears
interest at the rate of 8% per annum payable annually. Mr. Kahn has agreed that
he will use 40% of his annual performance bonuses, if any, toward the repayment
of the Old Loan to Tiger. Mr. Kahn has agreed to extend such agreement to the
New Loan as well.
Item 4. Purpose of Transaction
The purpose of the purchase of the shares by Tiger and Mr.
Kahn from Mr. Weston was to acquire a greater equity interest in the Company
and, thereby, to acquire control of the Company. On the Closing Date, the former
Board of Directors resigned and the sole directors of the Company became Mr.
Kahn, Mr. Randy Rissman and Mr. Gerald Rissman.
On March 12, 1991, the Company entered into an Employment
Agreement with Mr. Kahn pursuant to which Mr. Kahn became the Chairman and Chief
Executive Officer of the Company.
The purpose of subsequent purchases by Tiger and Mr. Kahn was
to give them a greater equity interest in the Company.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Kahn is the beneficial owner of 950,000 shares of
the Company's Common Stock. This represents 26.8% of the Company's issued and
outstanding shares. On June 2, 1996, an option to purchase 100,000 shares of the
Company's Common Stock previously granted to Mr. Kahn expired unexercised. As a
result of such expiration, Mr. Kahn's beneficial ownership of the Company's
Common Stock is comprised of (i) currently exercisable options to acquire
600,000 shares, over which Mr. Kahn would have sole dispositive power if
exercised and (ii) 350,000 shares, over which he has sole dispositive power.
Tiger is the beneficial owner of 350,000 shares of the
Company's Common Stock. This represents 11.9% of the Company's issued and
outstanding shares. Tiger's beneficial ownership of the Company's Common Stock
is comprised of 350,000 shares, over which it has shared voting and dispositive
power.
Mr. Randy Rissman is the beneficial owner of 1,600,000 shares
of the Company's Common Stock. This represents 41.6% of the Company's issued and
outstanding shares. Mr. Randy Rissman's beneficial ownership of the Company's
Common Stock is comprised of (i) Mr. Kahn's currently exercisable
Page 7 of pages
<PAGE>
options to acquire 600,000 shares, over which Mr. Randy Rissman would have the
sole power to vote if exercised by Mr. Kahn pursuant to an irrevocable Proxy
dated as of March 11, 1991 (the "Irrevocable Proxy"), (ii) 350,000 shares owned
by Tiger, which Mr. Randy Rissman, as President and controlling shareholder of
Tiger, has the right to direct the voting and disposition of, (iii) 350,000
shares owned by Mr. Kahn which Mr. Randy Rissman has the sole power to vote
pursuant to the Irrevocable Proxy and (iv) currently exercisable options to
acquire 300,000 shares, over which Mr. Randy Rissman would have sole voting and
dispositive power if exercised.
Item 6. Contracts Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Under an Agreement, dated as of the Closing Date, Tiger, Mr.
Randy Rissman and Mr. Kahn have agreed that neither Tiger nor any of its
affiliates, including Mr. Randy Rissman, nor Mr. Kahn shall directly or
indirectly acquire any other shares of the Company without the consent of Mr.
Kahn or Tiger, as the case may be. In the event Tiger desires to sell any of its
shares, it shall first provide Mr. Kahn an opportunity to purchase the shares
subject to such offer on the same terms and conditions. In the event Mr. Kahn
desires to sell any of his shares, he must provide Tiger the right to sell a
proportional number of shares on the same terms and conditions. In the event Mr.
Kahn shall terminate his employment with the Company, Tiger shall have the right
to buy all of Mr. Kahn's shares at the lower of $2.96 or market value prior to
such termination, unless Mr. Kahn shall concurrently sell his shares as set
forth above. In the event Mr. Randy Rissman shall die, Mr. Kahn shall purchase
the shares owned by Tiger and in the event Mr. Kahn shall die, Tiger shall
purchase the shares owned by Mr. Kahn. The purchase price in such event would be
the higher of $2.96 or the market value prior to the date of death.
Mr. Kahn and Tiger entered into a Confirmation and
Modification Agreement as of July 16, 1992 (the "Modification Agreement") which
provides that the 50,000 shares acquired by each of them on July 16, 1992, are
subject to the agreement between them dated March 11, 1991, except that wherever
the original agreement set forth a purchase price of $2.96, such price shall be
deemed to be $4.84 with respect to the 100,000 additional shares. Mr. Kahn also
agreed that, commencing with bonuses awarded after August 31, 1992, he will use
40% of his annual performance bonuses, if any, toward the payment of interest
and principal on his indebtedness to Tiger.
Mr. Kahn and Tiger entered into a Second Confirmation and
Modification Agreement as of April 4, 1994 which provides that the 37,500 shares
acquired by each of them (the "1994 Shares"), as described in Amendment No. 10
to Schedule 13D dated April 4, 1994, are subject to the agreement between them
dated March 11, 1991, except that wherever the original agreement or the
Confirmation Agreement sets forth a purchase price such price is not applicable
to the 1994 Shares. The purchase price of the 1994 Shares is $5.9375 per share.
Mr. Kahn also confirmed his agreement to use 40% of his annual performance
bonuses, if any, towards the payment of interest and principal on his
indebtedness to Tiger.
Page 8 of pages
<PAGE>
Mr. Kahn and Tiger also entered into a letter agreement dated
November 11, 1994 ("the 1994 Letter Agreement"), which provides that the entire
indebtedness of Mr. Kahn to Tiger as evidenced by the New Loan and the Old Loan
is adequately secured by the shares of the Company already held as collateral by
Tiger (the "Old Shares") and that Tiger is not requiring Mr. Kahn to deliver his
1994 Shares to Tiger until and unless Tiger determines that the Old Shares no
longer adequately secure Mr. Kahn's total indebtedness to Tiger.
None of Tiger, Mr. Kahn, Mr. Randy Rissman and the other
executive officers and directors of Tiger have any contracts, arrangements,
understandings, or relationships with respect to securities of the Company,
other than as set forth herein or in Schedule 13D dated February 22, 1991,
Amendment No. 1 thereto dated March 12, 1991, Amendment No. 7 thereto dated
July 16, 1992 and Amendment No. 10 thereto dated April 4, 1994.
Item 7. Materials to be Filed as Exhibits
<TABLE>
<CAPTION>
<S> <C>
Exhibit 1 Stock Purchase Agreement, dated as of February
22, 1991, incorporated by reference to the
Schedule 13D dated February 22, 1991 (the
"Schedule 13D").
Exhibit 2 Letter Agreement between Tiger, Owen Randall
Rissman and Alfred R. Kahn dated as of February
22, 1991, incorporated by reference to the
Schedule 13D.
Exhibit 3 * Collateral Promissory Note issued by Alfred R.
Kahn to Tiger, dated as of March 11, 1991.
Exhibit 4 * Employment Agreement between the Company and Alfred R. Kahn,
dated as of March 12, 1991.
Exhibit 5 * Irrevocable Proxy executed by Alfred R. Kahn to
Tiger, dated as of March 11, 1991.
Exhibit 6 * Agreement between Tiger and Alfred R. Kahn, dated
as of March 11, 1991.
Exhibit 7 Settlement Agreement dated as of January 9, 1991
between International Consumer Technologies
Corporation and certain others, incorporated by
reference to the Company's Current Report on Form
8-K dated January 9, 1991.
Exhibit 7 ** Collateral Promissory Note in the amount of
$242,000 issued by Alfred R. Kahn to Tiger, dated
as of July 16, 1992.
Exhibit 8 ** Collateral Promissory Note in the amount of
$183,000 issued by Alfred R. Kahn to Tiger, dated
as of July 16, 1992.
Page 9 of pages
<PAGE>
Exhibit 9 ** Confirmation and Modification Agreement between
Tiger and Alfred R. Kahn, dated as of July 16,
1992.
Exhibit 10 + Collateral Promissory Note in the amount of
$222,656.25 issued by Alfred R. Kahn to Tiger,
dated as of April 4, 1994.
Exhibit 11 + Second Modification and Confirmation Agreement
between Tiger and Alfred R. Kahn, dated as of
April 4, 1994.
Exhibit 13 + Letter Agreement between Tiger and Alfred R.
Kahn, dated as of November 11, 1994.
</TABLE>
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* Incorporated by reference to Amendment No. 1 to Schedule 13D.
** Incorporated by reference to Amendment No. 7 to Schedule 13D.
+ Incorporated by reference to Amendment No. 11 to Schedule 13D.
Page 10 of pages
<PAGE>
SIGNATURES
After reasonable inquiry, and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned hereby certifies that
the information set forth in this statement is true, complete and correct.
/s/ Alfred R. Kahn
Alfred R. Kahn
/s/ Randy O. Rissman
Randy O. Rissman
TIGER ELECTRONICS INC.
By /s/ Randy O. Rissman
Randy O. Rissman
President
Dated: July 9, 1996
Page 11 of pages
