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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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Amendment No. 2
[x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For the fiscal year
ended December 31, 1995
or
[_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition
period from ___________ to ___________
Commission file number: 1-9599
LEWIS GALOOB TOYS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 94-1716574
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(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
500 Forbes Boulevard
So. San Francisco, CA 94080
(415) 952-1678
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, Par Value $.01 Per New York Stock Exchange
Share
Depositary Convertible Exchangeable New York Stock Exchange
Preferred Shares (each representing
1/10th of a share of $17.00
Convertible Exchangeable Preferred
Stock)
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [_].
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Aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the registrant as of March 1,
1996, computed by reference to the closing sale price of the registrant's
Common Stock on the New York Stock Exchange Stock Exchange on such date:
$155,000,000.
On March 1, 1996, the registrant had outstanding 10,101,241 shares of
Common Stock, par value $.01 per share, which is the registrant's only
class of common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
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EXPLANATORY NOTE
This Amendment No.2 on Form 10-K/A amends and restates in
their entirety the following items of the Annual Report on Form 10-K
of Lewis Galoob Toys, Inc. (the "Company") for the fiscal year ended
December 31, 1995 solely to add Exhibit 23.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form
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8-K
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Index to Financial Statements
The following consolidated financial statements and
schedules of the Company and its subsidiaries are included as Part II,
Item 8 of this Report:
(a) 1. Financial Statements Page
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Report of Independent Accountants F-1
Consolidated Financial Statements:
Consolidated Balance Sheets - December 31, 1995 and
December 31, 1994 F-2
Consolidated Statements of Operations for the years
ended December 31, 1995, 1994 and 1993 F-3
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 1995,
1994 and 1993 F-4
Consolidated Statements of Cash Flows for the years
ended December 31, 1995, 1994 and 1993 F-5
Notes to Consolidated Financial Statements F-6
to
F-20
(a) 2. Financial Statement Schedules
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Schedules VIII - Valuation and Qualifying
S-1
Accounts and Reserves for the years ended
December 31, 1995, 1994 and 1993
Schedule X - Supplementary Income Statement
S-2
Information for the years ended December 31,
1995, 1994 and 1993
All other schedules have been omitted because they are
inapplicable or not required, or the information is included in the
financial statements or notes thereto.
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(a) 3. Exhibits
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2.1(1) Agreement of Merger, dated as of July 6, 1987.
3.1(1) Certificate of Incorporation.
3.2(1) Bylaws.
4.11(2) Form of Certificate of Shares of Common Stock of Registrant.
4.4(a)(3) Warrant Agreement, dated as of July 7, 1988, between the Registrant and Wells Fargo Bank and warrants issued
to Wells Fargo Bank.
4.4(b)(4) Warrant Agreement, dated as of December 11, 1991, by and between the Registrant and Shereff, Friedman,
Hoffman and Goodman, LLP.
4.4(c)(4) Warrant Agreement, dated as of November 17, 1993, by and between the Registrant and Gerard Klauer Mattison &
Co., Inc.
4.5(a)(5) Form of Certificate of Designations of the Registrant's $17.00 Convertible Exchangeable Preferred Stock.
4.5(b)(6) Form of Certificate of Designations of the Registrant's Series A Preferred Stock.
4.6(5) Form of Indenture with respect to the Registrant's 8 1/2% Convertible Subordinated Debentures due October 1,
2014, between the Registrant and Manufacturers Hanover Trust Company as Trustee, including form of
Convertible Debenture.
4.7(5) Form of Indenture with respect to the Registrant's Subordinated Debentures due October 1, 2014, between the
Registrant and Manufacturers Hanover Trust Company as Trustee, including form of Debenture.
4.8(5) Form of Indenture with respect to the Registrants's 8 1/2% Senior Subordinated Notes, between the Registrant
and Continental Stock Transfer & Trust Company, as Trustee, including form of Note.
4.9(5) Form of Deposit Agreement between the Registrant and Manufacturers Hanover Trust Company of California as
Depositary, including form of Depositary Receipt.
4.10(6) Form of Rights Agreement, dated as of January 17, 1990, between Registrant and Mellon Securities Trust
Company.
4.11(4) Indenture, with respect to the Registrant's 8% Convertible Subordinated Debentures due year 2000, between the
Company and Continental Stock Transfer & Trust Company, as Trustee, including form of Debenture Note.
10.1(a)(7)* Amended and Restated 1984 Employee Stock Option Plan.
10.1(b)(8)* 1994 Senior Management Stock Option Plan.
10.1(c)(9)* Form of Agreement between each of Mark Goldman, William Catron, Lou Novak, Gary Niles, Mark Shepherd, Ronald
Hirschfeld and H. Alan Gaudie and the Registrant.
10.1(d)(10)* Form of Amendment No. 1 between each of Mark Goldman, William Catron, Lou Novak, Gary Niles, Mark Shepherd,
Ronald Hirschfeld and H. Alan Gaudie and the Registrant.
10.1(e)* 1995 Non-Employee Directors' Stock Option Plan.
10.2* Lewis Galoob Toys, Inc. Savings and Retirement Plan (Formerly named the Lewis Galoob Toys, Inc. Profit
Sharing Plan) (Amendment and Restatement effective January 1, 1987).
10.4(10)* Severance Agreement, dated October 27, 1994, between Mark Goldman and the Registrant.
10.5(12)* Agreement, dated as of December 11, 1991, by and between Martin Nussbaum and the Registrant.
10.6(a)(14)* Agreement, dated July 15, 1995, between William G. Catron and the Registrant.
10.6(b)(14)* Agreement, dated July 15, 1995, between Loren Hildebrand and the Registrant.
10.6(c)(14)* Agreement, dated July 15, 1995, between Ronald Hirscheld and the Registrant.
10.6(d)(14)* Agreement, dated July 15, 1995, between Gary J. Niles and the Registrant.
10.6(f)(14)* Agreement, dated July 15, 1995, between William B. Towne and the Registrant.
10.7(a)(4) Securities Purchase Agreement, dated November 17, 1993, by and among the Registrant and the purchasers
thereto (the "Purchasers").
10.7(b)(4) Registration Rights Agreement, dated as of November 17, 1993, by and among the Registrant and the Purchasers.
10.7(c)(4) Loan and Security Agreement, dated as of April 1, 1993, by and among the Registrant and Congress Financial
Corporation (Central), including form of Revolving Loan Note.
10.7(d)(4) First Amendment to Loan and Security Agreement, dated as of November 17, 1993.
10.7(e)(10) Amended and Restated and Security agreement, dated as of March 31, 1995, by and among the Registrant and
Congress Financial Corporation (Central).
10.9(a)(12) License Agreement, dated June 16, 1986, by and between Funmaker, as Licensor and the Registrant, as Licensee.
10.9(b)(13) License Agreement, dated May 4, 1990, by and among the Registrant as Licensee, Codemasters Software Company,
Ltd. and Camerica Corporation, Limited.
10.9(c)(13) Amendment No. 1 dated June 1991 to License Agreement dated May 4, 1990.
10.9(d)(13) Amendment No. 2 dated December 23, 1991 to License Agreement, dated May 4, 1990.
10.9(e)(13) European License Agreement, dated December 23, 1991, by and between Codemasters Software Company, Ltd. and
the Registrant.
10.9(f)(13) Third Amendment to United States License and First Amendment to European License, dated November 4, 1992.
10.9(g)(10) Fourth Amendment to United States License Agreement, dated October 14, 1994.
10.10(12) Agreement of Purchase and Sale, dated October 22, 1986, by and between ATC Building Company, as Seller, and
the Registrant, as Buyer.
10.12(a)(1) Lease Agreement, dated March 12, 1987, by and between Lincoln Alvarado and Patrician Associates, Inc., as
Lessor, and the Registrant, as Lessee.
10.12(b)(11) Amendment No. 1 to Lease Agreement.
10.12(c)(15) Lease Agreement, dated December 1, 1995, by and between 200 Fifth Avenue Associates as Lessor and the
Registrant, as Lessee.
11(15) Statement of Computation of Per Share Earnings.
12(15) Statement of Computation of Rate of Earnings to Fixed Charges and Preferred Stock Dividends
21(15) Subsidiaries of the Registrant.
23 Consent of Price Waterhouse LLP (filed herewith).
27(15) Financial Data Schedules.
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<FN>
(1) Incorporated by reference to the Registrant's Amendment No. 1 to Registration Statement on Form 8-B, filed
with the Securities and Exchange Commission (the "Commission") on January 11, 1988.
(2) Incorporated by reference to the Registrant's Registration Statement on Form S-3, filed with the Commission
on February 26, 1990.
(3) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, filed
with the Commission on August 2, 1988.
(4) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1993, filed
with the Commission on March 31, 1994.
(5) Incorporated by reference to the Registrant's Registration Statement on Form 8-A, filed with the Commission
on October 6, 1989.
(6) Incorporated by reference to the Registrant's Registration Statement on Form 8-A, filed with the Commission
on January 23, 1990.
(7) Incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 33-56585,
filed with the Commission on November 23, 1994.
(8) Incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 33-56587,
filed with the Commission on November 23, 1994.
(9) Incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 33-56589,
filed with the Commission on November 23, 1994.
(10) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1994, filed
with the Commission on March 31, 1995.
(11) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1991, filed
with the Commission on March 30, 1992.
(12) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, filed
with the Commission on March 31, 1987.
(13) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, filed
with the Commission on March 31, 1993.
(14) Incorporated by reference to the Registrant's Statement on Form S-1, Registration No. 33-00743, filed with
the Commission on February 6, 1996.
(15) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1995, filed
with the Commission on March 12, 1996.
* Indicates exhibits relating to executive compensation.
</FN>
</TABLE>
(b) Reports on Form 8-K
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The Company filed a Current Report on Form 8-K on February
12, 1996 with respect to the redemption of its Debentures
and its intent to commence an exchange offer for the
outstanding Preferred Shares.
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
LEWIS GALOOB TOYS, INC.
Registrant
By: /s/ Mark D. Goldman
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Mark D. Goldman
President
Dated June 26, 1996
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EXHIBIT INDEX
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EXHIBIT NO. PAGE
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2.1(1) Agreement of Merger, dated as of July 6, 1987.
3.1(1) Certificate of Incorporation.
3.2(1) Bylaws.
4.11(2) Form of Certificate of Shares of Common Stock of Registrant.
4.4(a)(3) Warrant Agreement, dated as of July 7, 1988, between the Registrant and Wells Fargo Bank and warrants issued
to Wells Fargo Bank.
4.4(b)(4) Warrant Agreement, dated as of December 11, 1991, by and between the Registrant and Shereff, Friedman,
Hoffman and Goodman, LLP.
4.4(c)(4) Warrant Agreement, dated as of November 17, 1993, by and between the Registrant and Gerard Klauer Mattison &
Co., Inc.
4.5(a)(5) Form of Certificate of Designations of the Registrant's $17.00 Convertible Exchangeable Preferred Stock.
4.5(b)(6) Form of Certificate of Designations of the Registrant's Series A Preferred Stock.
4.6(5) Form of Indenture with respect to the Registrant's 8 1/2% Convertible Subordinated Debentures due October 1,
2014, between the Registrant and Manufacturers Hanover Trust Company as Trustee, including form of
Convertible Debenture.
4.7(5) Form of Indenture with respect to the Registrant's Subordinated Debentures due October 1, 2014, between the
Registrant and Manufacturers Hanover Trust Company as Trustee, including form of Debenture.
4.8(5) Form of Indenture with respect to the Registrants's 8 1/2% Senior Subordinated Notes, between the Registrant
and Continental Stock Transfer & Trust Company, as Trustee, including form of Note.
4.9(5) Form of Deposit Agreement between the Registrant and Manufacturers Hanover Trust Company of California as
Depositary, including form of Depositary Receipt.
4.10(6) Form of Rights Agreement, dated as of January 17, 1990, between Registrant and Mellon Securities Trust
Company.
4.11(4) Indenture, with respect to the Registrant's 8% Convertible Subordinated Debentures due year 2000, between the
Company and Continental Stock Transfer & Trust Company, as Trustee, including form of Debenture Note.
10.1(a)(7)* Amended and Restated 1984 Employee Stock Option Plan.
10.1(b)(8)* 1994 Senior Management Stock Option Plan.
10.1(c)(9)* Form of Agreement between each of Mark Goldman, William Catron, Lou Novak, Gary Niles, Mark Shepherd, Ronald
Hirschfeld and H. Alan Gaudie and the Registrant.
10.1(d)(10)* Form of Amendment No. 1 between each of Mark Goldman, William Catron, Lou Novak, Gary Niles, Mark Shepherd,
Ronald Hirschfeld and H. Alan Gaudie and the Registrant.
10.1(e)* 1995 Non-Employee Directors' Stock Option Plan.
10.2* Lewis Galoob Toys, Inc. Savings and Retirement Plan (Formerly named the Lewis Galoob Toys, Inc. Profit
Sharing Plan) (Amendment and Restatement effective January 1, 1987).
10.4(10)* Severance Agreement, dated October 27, 1994, between Mark Goldman and the Registrant.
10.5(12)* Agreement, dated as of December 11, 1991, by and between Martin Nussbaum and the Registrant.
10.6(a)(14)* Agreement, dated July 15, 1995, between William G. Catron and the Registrant.
10.6(b)(14)* Agreement, dated July 15, 1995, between Loren Hildebrand and the Registrant.
10.6(c)(14)* Agreement, dated July 15, 1995, between Ronald Hirscheld and the Registrant.
10.6(d)(14)* Agreement, dated July 15, 1995, between Gary J. Niles and the Registrant.
10.6(f)(14)* Agreement, dated July 15, 1995, between William B. Towne and the Registrant.
10.7(a)(4) Securities Purchase Agreement, dated November 17, 1993, by and among the Registrant and the purchasers
thereto (the "Purchasers").
10.7(b)(4) Registration Rights Agreement, dated as of November 17, 1993, by and among the Registrant and the Purchasers.
10.7(c)(4) Loan and Security Agreement, dated as of April 1, 1993, by and among the Registrant and Congress Financial
Corporation (Central), including form of Revolving Loan Note.
10.7(d)(4) First Amendment to Loan and Security Agreement, dated as of November 17, 1993.
10.7(e)(10) Amended and Restated and Security agreement, dated as of March 31, 1995, by and among the Registrant and
Congress Financial Corporation (Central).
10.9(a)(12) License Agreement, dated June 16, 1986, by and between Funmaker, as Licensor and the Registrant, as Licensee.
10.9(b)(13) License Agreement, dated May 4, 1990, by and among the Registrant as Licensee, Codemasters Software Company,
Ltd. and Camerica Corporation, Limited.
10.9(c)(13) Amendment No. 1 dated June 1991 to License Agreement dated May 4, 1990.
10.9(d)(13) Amendment No. 2 dated December 23, 1991 to License Agreement, dated May 4, 1990.
10.9(e)(13) European License Agreement, dated December 23, 1991, by and between Codemasters Software Company, Ltd. and
the Registrant.
10.9(f)(13) Third Amendment to United States License and First Amendment to European License, dated November 4, 1992.
10.9(g)(10) Fourth Amendment to United States License Agreement, dated October 14, 1994.
10.10(12) Agreement of Purchase and Sale, dated October 22, 1986, by and between ATC Building Company, as Seller, and
the Registrant, as Buyer.
10.12(a)(1) Lease Agreement, dated March 12, 1987, by and between Lincoln Alvarado and Patrician Associates, Inc., as
Lessor, and the Registrant, as Lessee.
10.12(b)(11) Amendment No. 1 to Lease Agreement.
10.12(c)(15) Lease Agreement, dated December 1, 1995, by and between 200 Fifth Avenue Associates as Lessor and the
Registrant, as Lessee.
11(15) Statement of Computation of Per Share Earnings.
12(15) Statement of Computation of Rate of Earnings to Fixed Charges and Preferred Stock Dividends
21(15) Subsidiaries of the Registrant.
23 Consent of Price Waterhouse LLP (filed herewith).
27(15) Financial Data Schedules.
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<FN>
(1) Incorporated by reference to the Registrant's Amendment No. 1 to Registration Statement on Form 8-B, filed
with the Securities and Exchange Commission (the "Commission") on January 11, 1988.
(2) Incorporated by reference to the Registrant's Registration Statement on Form S-3, filed with the Commission
on February 26, 1990.
(3) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1987, filed
with the Commission on August 2, 1988.
(4) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1993, filed
with the Commission on March 31, 1994.
(5) Incorporated by reference to the Registrant's Registration Statement on Form 8-A, filed with the Commission
on October 6, 1989.
(6) Incorporated by reference to the Registrant's Registration Statement on Form 8-A, filed with the Commission
on January 23, 1990.
(7) Incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 33-56585,
filed with the Commission on November 23, 1994.
(8) Incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 33-56587,
filed with the Commission on November 23, 1994.
(9) Incorporated by reference to the Registrant's Registration Statement on Form S-8, Registration No. 33-56589,
filed with the Commission on November 23, 1994.
(10) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1994, filed
with the Commission on March 31, 1995.
(11) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1991, filed
with the Commission on March 30, 1992.
(12) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1986, filed
with the Commission on March 31, 1987.
(13) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1992, filed
with the Commission on March 31, 1993.
(14) Incorporated by reference to the Registrant's Statement on Form S-1, Registration No. 33-00743, filed with
the Commission on February 6, 1996.
(15) Incorporated by reference to the Registrant's Form 10-K for the fiscal year ended December 31, 1995, filed
with the Commission on March 12, 1996.
* Indicates exhibits relating to executive compensation.
</FN>
</TABLE>
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CONSENT OF PRICE WATERHOUSE LLP
Exhibit 23
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LEWIS GALOOB TOYS, INC. AND SUBSIDIARIES
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of this Registration Statement on Form
S-8 (No. 33-09393, No. 33-29900, No. 33-56585, No. 33-56587, No. 33-
56589 and 33-62083) of Lewis Galoob Toys, Inc. and its subsidiaries of
our report dated February 8, 1996, except for Note R, which is as of
February 12, 1996, appearing on page F-1 of this Form 10-K.
/s/ Price Waterhouse LLP
San Francisco, California
March 8, 1996
NYFS03...:\15\47315\0003\1759\FRM6246K.470
