SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
(Final Amendment)
to
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to section 13(e)(1) of the Securities Exchange Act of 1934)
Lewis Galoob Toys, Inc.
-------------------------
(Name of Issuer)
Depositary Convertible Exchangeable Preferred Shares,
each representing 1/10th of a share of $17.00
Convertible Exchangeable Preferred Stock
------------------------------------------------------
(Title of Class of Securities)
364091207
--------------
(CUSIP Number)
Lewis Galoob Toys, Inc.
---------------------------------
(Name of Person Filing Statement)
With a copy to:
Mark D. Goldman Charles I. Weissman, Esq.
President and Chief Executive Officer Shereff, Friedman,
Lewis Galoob Toys, Inc. Hoffman & Goodman, LLP
500 Forbes Boulevard 919 Third Avenue
South San Francisco, CA 94080 New York, New York 10022
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on behalf of the
Person Filing Statement)
April 11, 1996
----------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
This Schedule including annexes consists of _____ pages.
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Valuation* Amount of filing fee
$52,536,120.00 $10,507.23
- -------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the filing fee, pursuant to
Section 13(e)(3) under the Securities Exchange Act of 1934, as amended, on the
basis of 1/50th of one per centum of the value of securities proposed to be
purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $10,507.23
Form or Registration No.: Schedule 13E-4
Filing Party: Lewis Galoob Toys, Inc.
Date Filed: February 28, 1996
2
This Amendment No. 3 (this "Final Amendment") amends the Issuer Tender
Offer Statement on Schedule 13E-4 originally filed with the Securities and
Exchange Commission on February 28, 1996, as amended by Amendments No. 1 and 2
thereto (the "Statement"), relating to the offer by Lewis Galoob Toys, Inc.
(the "Company") to exchange, upon the terms and subject to the conditions set
forth in the Company's Offering Circular dated February 28, 1996 and the
related Letter of Transmittal, each of the Company's outstanding Depositary
Convertible Exchangeable Preferred Shares (the "Depositary Shares"),
representing 1/10th of a share of the $17.00 Convertible Exchangeable Preferred
Stock of the Company, for 1.85 shares of common stock, $.01 par value per share
(the "Common Stock"), of the Company. This Final Amendment is being filed in
order to report the results of the Exchange Offer.
Only those items of the Statement that are amended and supplemented
hereby are included herein. Unless otherwise defined herein, all capitalized
terms shall have the respective meanings ascribed to them in the Statement.
ITEM 1. Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented by adding
the following information:
(b) As of the expiration of the Exchange Offer on March 29, 1996
(the "Expiration Date"), 1,803,481 Depositary Shares, or approximately 98% of
the issued and outstanding Depositary Shares, were tendered in accordance with
the terms of the Exchange Offer (of which 141,101 Depositary Shares were
tendered by Notice of Guaranteed Delivery). All Depositary Shares tendered are
being exchanged for 1.85 shares of Common Stock for each Depositary Share. In
accordance with the terms of the Exchange Offer, in lieu of issuing fractional
shares, the Company is paying for such fraction in cash based upon the closing
price of the Common Stock on the New York Stock Exchange ("NYSE") on March 28,
1996, the last trading day prior to the Expiration Date. As of the Expiration
Date, there were 36,019 Depositary Shares issued and outstanding.
(c) The NYSE informed the Company that, effective as of April 1,
1996, the Depositary Shares were delisted from the NYSE. The high and low
closing sale prices for the Depositary Shares for the first calendar quarter of
1996 were $36 and $19 3/4, respectively.
ITEM 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Item 3 of the Statement is hereby amended and supplemented by adding
the following information:
(h) Reference is hereby made to the information set forth in
subsection (c) of Item 1 above.
(i) The Depositary Shares are held of record by less than 300
persons. Accordingly, pursuant to Section 12g-4 of the Securities Exchange Act
of 1934, as amended, the Depositary Shares have become eligible for termination
of registration.
ITEM 9. Material to be Filed as Exhibits.
Item 9 of the Statement is hereby amended and supplemented by adding
the following information:
(a)(9) Press Release, dated March 29, 1996, issued by Lewis Galoob Toys, Inc.
(a)(10) Press Release, dated April 1, 1996, issued by Lewis Galoob Toys, Inc.
3
Signature
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 11, 1996 /s/ William G. Catron
- -------------- ----------------------
(Date) (Signature)
William G. Catron
Executive Vice President, General Counsel and
Chief Administrative Officer
(Name and Title)
4
EXHIBIT INDEX
Page No.
(a)(9) Press Release, dated March 29, 1996,
issued by Lewis Galoob Toys, Inc.
(a)(10) Press Release, dated April 1, 1996,
issued by Lewis Galoob Toys, Inc.
5
BUSINESSWIRE STORY 4 PAGE 1 OF 2
03/29 Galoob Announces Acceptance Under ITS Exchange Offer
SOUTH SAN FRANCISCO, Calif. -- (BUSINESSWIRE) -- March 29, 1996 --
Lewis Galoob Toys, Inc. (NYSE: GAL; GALPR) announced today that its offer to
exchange each of its Depositary Convertible Exchangeable Preferred Shares for
1.85 shares of its Common Stock expired at 5:00 p.m., New York City time, on
March 29, 1996 in accordance with its terms.
The Company further announced that 1,803,481 Preferred Shares, or
approximately 98%, had been properly tendered for exchange prior to the
expiration of the exchange offer and that it has notified the depositary of its
acceptance for exchange of all of the Preferred Shares properly tendered.
Subject to the terms and conditions of the exchange offer, the Common
Stock exchanged for Preferred Shares properly tendered, will be issued promptly
following the receipt of stock certificates and any other required
documentation.
Lewis Galoob Toys, Inc. designs, develops, markets and sells high
quality toys worldwide.
BUSINESSWIRE STORY 4 PAGE 2 OF 2
CONTACT: Lewis Galoob Toys, Inc.
Alan Gaudie, 415/952-1678
or
Morgen-Walke Associates
Doug Sherk or Jenifer Kirtland or David Gennarelli,
415/296-7383
or
Jill Ruja or Elissa Grabowski, 212/850-5600
19:56 ET MAR 29, 1996
DOW JONES NEWS SERVICE STORY 1 PAGE 1 OF 1
08:35 Lewis Galoob Pfd Shrs -2-: Offer Expired Friday >GAL
SOUTH SAN FRANCISCO, Calif. (Dow Jones) -- Lewis Galoob Toys, Inc.
(GAL) said 1,803,481, or about 98%, of preferred shares were tendered in its
exchange offer.
The company reported Feb. 12 it planned an exchange offer for its
1,839,500 convertible exchangeable preferred shares outstanding.
In a press release, Lewis Galoob said it exchanged 1.85 common shares
per depositary convertible exchangeable preferred share held.
The offer expired Friday at 5 p.m. EST.
Lewis Galoob, South San Francisco, Calif., designs, develops, markets
and sells toys.
(END) DOW JONES NEWS 04-01-96
8:35 AM
