SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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.
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(Name of Issuer)
Depositary Convertible Exchangeable Preferred Shares,
each representing 1/10th of a share of $17.00
Convertible Exchangeable Preferred Stock
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(Title of Class of Securities)
364091207
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(CUSIP Number)
Lewis Galoob Toys, Inc.
---------------------------------
(Name of Person Filing Statement)
Mark D. Goldman With a copy to: 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)
March 25, 1996
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(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 8, 1996
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This Amendment No. 2 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 Amendment No. 1 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, 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, of the
Company. The disclosure on pages 28 and 29 of the Form of Offering Circular
dated February 28, 1996 (the "Offering Circular"), included as Exhibit (a)(1) to
the Statement and page B-3 of Exhibit B of the Offering Circular has been
amended as follows: (i) paragraphs (c), (d), (e), (g) and (h) contained under
the caption "Conditions of the Exchange Offer" on pages 28 and 29 of the
Offering Circular are hereby amended by changing the phrases "in the sole
judgment of the Company" and "in the Company's sole judgment" to "in the
reasonable judgment of the Company" and "in the Company's reasonable judgment,"
respectively, and (ii) a revised Exhibit B to the Offering Circular is annexed
to and filed with this Amendment No. 2 as Exhibit (a)(8).
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 9. Material to be Filed as Exhibits.
Item 9 of the Statement is hereby amended and supplemented by adding the
following information:
(a)(8) Revised Exhibit B to Form of Offering Circular dated February 28, 1996.
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.
March 25, 1996 /s/ William G. Catron
- -------------- ------------------------------------
(Date) (Signature)
William G. Catron
Executive Vice President, General Counsel and
Chief Administrative Officer
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(Name and Title)
3
EXHIBIT INDEX
Page No.
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(a)(8) Revised Exhibit B to Form of Offering Circular
dated February 28, 1996.
4
EXHIBIT B
SCHRODERS
Schroder Wertheim & Co.
-----------------------
Incorporated
February 28, 1996
The Finance Committee of the
Board of Directors
Lewis Galoob Toys, Inc.
500 Forbes Boulevard
South San Francisco, CA 94080
Gentlemen:
Lewis Galoob Toys, Inc. (the "Company") proposes to offer (the "Exchange Offer")
to the holders of the Company's Depositary Convertible Exchangeable Preferred
Shares (the "Depositary Shares"), each of which represents 1/10th share of the
Company's $17.00 Convertible Exchangeable Preferred Stock, the opportunity to
exchange their Depositary Shares for shares of the Company's Common Stock, par
value $.01 per share ("Common Stock"), on the basis of 1.85 shares of Common
Stock for each Depositary Share so exchanged (the "Exchange Ratio"). The terms
and conditions of the Exchange Offer are described in an offering circular
relating to the Exchange Offer which is being mailed to holders of the
Depositary Shares (the "Offering Circular").
You have requested our opinion, as investment bankers, as to the fairness of the
Exchange Ratio to the holders of the Depositary Shares from a financial point of
view.
In connection with our opinion set forth herein, we have, among other things:
(i) reviewed the Offering Circular and Letter of Transmittal, dated
February 28, 1996;
(ii) reviewed the Company's registration statement on Form S-1 filed
with the Securities and Exchange Commission (the "Commission") on
February 6, 1996 related to the Common Stock underlying the
Company's 8% Convertible Subordinated Debentures due 2000 and
172,527 warrants to purchase Common Stock;
(iii) reviewed the Company's prospectus dated October 4, 1989, relating
to the offering of the Depositary Shares as filed with the
Commission;
(iv) reviewed the Company's 1994 Annual Report on Form 10-K, the
Company's 1994 Annual Report to Shareholders and the Company's
Quarterly Report on Form 10-Q for the quarter and nine months
ended September 30, 1995;
(v) reviewed the Company's 1995 income statement and balance sheet for
the fiscal year ended December 31, 1995, audited by Price
Waterhouse, the Company's independent public accountants;
(vi) reviewed certain internal financial statements and financial
operating data concerning the Company prepared by management of the
Company;
(vii) reviewed financial projections for the Company prepared by
management of the Company;
B-1
(viii) held discussions with the Company's management regarding the
business, operations, historical financial performance, projected
financial performance and future prospects of the Company;
(ix) reviewed the historical trading prices and volumes of the Company's
Common Stock and Depositary Shares and analyzed the relationship
between the two securities;
(x) performed various analyses of the Company and the Exchange Offer
using generally accepted valuation methodologies including: (a)
comparable public company analysis; (b) discounted cash flow
analysis; and (c) comparable transactions analysis;
(xi) analyzed the pro forma impact of the Exchange Offer on the Company's
capitalization and historical and projected results; and
(xii) performed such other studies, analyses, inquiries and investigations
as we deemed appropriate.
In rendering our opinion, we have assumed and relied upon the accuracy and
completeness of all information supplied or otherwise made available to us by
the Company or obtained by us from other sources, and upon the assurance of the
Company's management that it is unaware of any information or facts that would
make the information provided to us incomplete or misleading. We have not
independently verified such information, undertaken an independent appraisal of
the assets or liabilities (contingent or otherwise) of the Company or been
furnished with any such appraisals. With respect to financial forecasts
furnished to us by the Company, we have been advised by the senior management of
the Company, and we have assumed, that they have been reasonably prepared and
reflect the best currently available estimates and judgment of the senior
management of the Company as to the expected future financial performance of the
Company.
Our opinion is necessarily based upon economic, market and other conditions as
they exist on, and the information made available to us as of, the date hereof
(including, without limitation, the respective market prices of the Common Stock
and the Depositary Shares). Moreover, given the varying tax implications that
the Exchange Offer could have on the holders of Depositary Shares depending on
their specific circumstances, we have not taken into account the potential tax
consequence of the Exchange Offer to any holder or category of holders of the
Depositary Shares, including the application and effect of federal, state, local
and foreign income and other tax laws. Holders of Depositary Shares should
consult with their own tax advisors as to the specific tax consequences of the
Exchange Offer to them, including the application and effect of federal, state,
local and foreign income and other tax laws. We disclaim any undertaking or
obligation to advise any person of any change in any fact or matter affecting
its opinion which may come or be brought to its attention after the date as of
which such opinion is given.
Schroder Wertheim & Co. Incorporated, as part of its investment banking
business, is continually engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes.
The opinion expressed herein does not constitute a recommendation as to any
action the Finance Committee of the Board of Directors, the Board of Directors,
any other committee thereof, or any shareholder of the Company or any holder of
Depositary Shares should take in connection with the Exchange Offer. In
rendering this opinion we have not been engaged to act as an agent or fiduciary
of the holders of Depositary Shares or any other third party. Such opinion
relates solely to the fairness of the Exchange Ratio to the holders of
Depositary Shares from a financial point of view. We express no opinion herein
as to the structure, terms or effect of any other aspect of the Exchange Offer.
This letter is for the information of the Finance Committee of the Board of
Directors of the Company and is solely for use in its consideration of the
fairness of the Exchange Ratio to the holders of Depositary Shares from a
financial point of view and may not be used for any other purpose or referred to
without our prior written consent. Without limiting the foregoing, we consent
to the reference to our opinion in, and the inclusion of our opinion as an
exhibit to, the Offering Circular.
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Based upon and subject to the foregoing, we are of the opinion, as investment
bankers, that, as of the date hereof, the Exchange Ratio is fair to the holders
of Depositary Shares from a financial point of view.
Very truly yours,
SCHRODER WERTHEIM & CO. INCORPORATED
