UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)*
4Kids Entertainment, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
350865-10-1
(CUSIP Number)
Arnold N. Bressler, Esq.
One Pennsylvania Plaza, 49th Floor, New York, New York 10119-0165 -
(212) 594-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 22, 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 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).
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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* | |
| |
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, 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
USA
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
- ----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
874,000
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
874,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| |
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
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PAGE 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIGER ELECTRONICS INC.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |
| |
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E):
| |
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
- ----------------------------------------------------------------
8 SHARED VOTING POWER
350,000
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
- ----------------------------------------------------------------
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%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------
<PAGE>
PAGE 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RANDY O. RISSMAN
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |
| |
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- ----------------------------------------------------------------
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
1,524,000
- ----------------------------------------------------------------
8 SHARED VOTING POWER
350,000
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
300,000
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| |
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
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The initial Schedule 13D (the "Schedule 13D") of (i) Alfred R.
Kahn, (ii) Tiger Electronics Inc. and (iii) Randy O. Rissman relating
to the common stock, par value $.01 per share, issued by 4Kids
Entertainment, Inc. is hereby amended by this Amendment No. 14 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. 14 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. Randy O. Rissman ("Mr. Randy Rissman").
(b) Mr. Randy Rissman's business address is 980
Woodlands Parkway, Vernon Hills, Illinois 60061.
Page 5 of pages
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(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 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Kahn is the beneficial owner of 874,000 shares of
the Company's Common Stock. This represents 25.4% of the Company's issued and
outstanding shares. As of January 21, 1997, Mr. Kahn and the Company entered
into an agreement to terminate and cancel an aggregate of 200,000 options
granted to Mr. Kahn on June 10, 1992 and July 15, 1992. As of January 22, 1997,
an option to purchase 100,000 shares of the Company's Common Stock was granted
to Mr. Kahn. As a result of such termination and grant Mr. Kahn's beneficial
ownership of the Company's Common Stock is comprised of (i) currently
exercisable options to acquire 500,000 shares, over which Mr. Kahn would have
sole dispositive power if exercised (ii) 352,000 shares, over which he has sole
dispositive power, (iii) 2,000 shares purchased by Mr. Kahn's wife, (iv) 5,000
shares held by Mr. Kahn c/f Cassidy Kahn under UGMA/NY, and (v) 15,000 shares
purchased by Mr. Kahn's three adult children to which Mr. Kahn disclaims
beneficial ownership.
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 1,524,000 shares
of the Company's Common Stock. This represents 40.7% of the Company's issued and
outstanding shares. On November 12, 1996, an option to purchase 50,000 shares of
the Company's Common Stock expired unexercised. As of January 22, 1997, an
option to purchase 50,000 shares of the Company's Common Stock was granted to
Mr. Rissman. As a result of such expiration and grant, Mr. Randy Rissman's
beneficial ownership of the Company's Common Stock is comprised of (i) Mr.
Kahn's currently exercisable options to acquire 500,000 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) 374,000
Page 6 of pages
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shares owned by Mr. Kahn and members of Mr. Kahn's family 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.
As previously reported, 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.
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
Page 7 of pages
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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.
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
/S/
Randy O. Rissman
TIGER ELECTRONICS INC.
By /S/
Randy O. Rissman
President
Dated: April 17, 1997
Page 8 of pages
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