SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
----------------
(AMENDMENT NO. 1)
CST ENTERTAINMENT, INC.
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(Name of Issuer)
COMMON STOCK 12639V-10-5
PAR VALUE $.15 PER SHARE
------------------------ --------------
(title of class of securities) (CUSIP number)
JOHN G. MURRAY
M&A INVESTMENTS, INC.
1220 SENLAC DRIVE, CARROLLTON, TEXAS 75006
(214) 446-4800
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
NOVEMBER 6, 1995
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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: When filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
Continued on following page(s)
(Page 1 of 5 Pages)
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CUSIP No. 12639V-10-5 13D Page 2 of 5
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1 NAME OF REPORTING PERSON M&A INVESTMENTS, INC.
S.S. or I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 75-2521295
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [__]
(b) [__]
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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 ITEM 2(d) or 2(e) [__]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 1,787,670
SHARES
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,787,670
REPORTING
---------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 1,787,670
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [__]
EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.39%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
================================================================================
<PAGE>
Item 1. Security and Issuer.
--------------------
This Amendment to Statement on Schedule 13D (the "Statement") relates
to the common stock, par value $.15 per share (the "Common Stock"), of CST
Entertainment, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 5901 Green Valley Circle, Suite
400, Culver City, California.
Item 2. Identity and Background.
------------------------
(a) This Statement is filed by M&A Investments, Inc., a Delaware
corporation (the "Company").
(b) The business address of the Company is 1220 Senlac Drive,
Carrollton, Texas 75006.
(c) The Company is a wholly-owned subsidiary of FoxMeyer Health
Corporation, a Delaware corporation ("FHC"). The business address of FHC is 1220
Senlac Drive, Carrollton, Texas 75006. The Company was formed by FHC as a
vehicle through which to make various investments. FHC is principally involved
in health care services, including the distribution of a full line of
pharmaceutical products and health and beauty aids to independent drugstores,
hospitals, alternate care facilities and chain stores, as well as providing
managed care and information-based services to health care sponsors, pharmacies
and physicians, through its wholly-owned subsidiary, FoxMeyer Corporation.
Attached as Schedule I and incorporated by reference is a list of the directors
and executive officers of the Company and FHC, and the business address and
principal occupation or employment of such directors and officers.
(d) and (e) During the last five years, neither the Company nor, to the
best of the Company's knowledge, any of the persons with respect to whom
information is given in response to this Item 2, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been 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 violation with respect to such laws.
(f) All of the individuals listed on Schedule I are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
As described in the Statement to Schedule 13D filed by the Company on
July 28, 1995, on July 19, 1995, the Company loaned $500,000 to the Issuer, CST
Featurizations, Inc. and CST Computoons, Inc. In return, the Company received
(i) a Promissory Note in the original principal amount of $500,000 (the "July
Note") and (ii) a Warrant to purchase 750,000 shares
3
<PAGE>
of Common Stock (the "Warrant"). The source of the funds loaned by the Company
to the Issuer was general corporate funds. On November 6, 1995, the Company
converted $250,000 of the principal amount of the July Note into 500,000 shares
of Common Stock (the "Shares"), and received a new Promissory Note (the
"November Note") in the amount of $268,835.62, which was equal to the amount of
unpaid principal and accrued interest under the July Note.
Item 4. Purpose of Transaction.
-----------------------
The Company acquired the July Note, the November Note, the Warrant and
the Shares for investment purposes and intends to review its investment in the
Issuer on a continuing basis.
Except as stated above, the Company has not formulated any plans or
proposals of the type referred to in clauses (a) through (j) of Item 4 of
Schedule 13D, although the Company reserves the right to formulate such plans or
proposals in the future.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The November Note is convertible, at the option of the Company,
into Common Stock at any time prior to acceptance by the Company of any payment
or prepayment of the November Note, at the rate of $.50 per share. The Warrant
may be exercised by the Company at any time before July 19, 2002, to purchase
750,000 shares of Common Stock at the purchase price of $.50 per share.
According to the Issuer's Annual Report on Form 10-K for the year ended
June 30, 1995, the Issuer had 26,203,890 shares of Common Stock outstanding as
of September 15, 1995. As of the date hereof, the Company has beneficial
ownership, pursuant to Rule 13d-3, of 1,787,670 shares of Common Stock, 500,000
of which are represented by the Shares, 537,670 of which would be issuable upon
conversion of the principal amount of the November Note and 750,000 of which
would be issuable upon exercise of the Warrant. The total amount of Common Stock
beneficially owned by the Company represents approximately 6.39% of the Common
Stock that would be outstanding upon such conversion and exercise.
FHC, by virtue of its ownership of the Company, may be deemed, for
purposes of determining beneficial ownership pursuant to Rule 13d-3, to have
beneficial ownership of the shares of Common Stock beneficially owned by the
Company.
(b) Except as described in Item 5(a) above, the Company has sole power
to dispose or to direct the disposition and to vote or direct the voting of the
Common Stock issuable upon conversion of the November Note and exercise of the
Warrant.
(c) Except as described in Item 3 above, the Company has not effected
any transactions in the Common Stock during the past 60 days.
4
<PAGE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
----------------------------
Not applicable.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Promissory Note dated November 6, 1995 in the
original principal amount of $268,835.62,
executed by the Issuer, CST Featurizations, Inc.
and CST Computoons, Inc. as makers and payable
to the Company
Exhibit 2 Letter Agreement dated November 6, 1995 between
the Company, the Issuer, CST Featurizations,
Inc. and CST Computoons, Inc.
SIGNATURES
After reasonable 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.
DATE: November 14, 1995
SIGNED: M&A INVESTMENTS, INC.
By: /s/ John G. Murray
----------------------------
John G. Murray
Assistant Treasurer
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<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF M&A INVESTMENTS, INC.
The following information is provided for the directors and executive
officers of M&A Investments, Inc. (the "Company") listed below: (a) name; (b)
business address; (c) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted.
(a) Abbey J. Butler
(b) 1220 Senlac Drive, Carrollton, Texas 75006 (the "FHC Address")
(c) Director of the Company and Co-Chairman of the Board of
Directors and Co- Chief Executive Officer FoxMeyer Health
Corporation ("FHC") and FoxMeyer Corporation ("FoxMeyer"); FHC
Address
(a) Melvyn J. Estrin
(b) FHC Address
(c) Director of the Company and Co-Chairman of the Board of
Directors and Co- Chief Executive Officer of FHC and FoxMeyer;
FHC Address
(a) Thomas L. Anderson
(b) FHC Address
(c) Director and President of the Company and President and Chief
Operating Officer of FHC and FoxMeyer; FHC Address
(a) Peter B. McKee
(b) FHC Address
(c) Senior Vice President and Chief Financial Officer of the
Company, FHC and FoxMeyer; FHC Address
(a) Kevin J. Rogan
(b) FHC Address
(c) Senior Vice President, General Counsel and Secretary of the
Company, FHC and FoxMeyer; FHC Address
(a) Edward L. Massman
(b) FHC Address
(c) Vice President and Controller of the Company, FHC and
FoxMeyer; FHC Address
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DIRECTORS AND EXECUTIVE OFFICERS
OF FOXMEYER HEALTH CORPORATION
The following information is provided for the directors and executive
officers of FoxMeyer Health Corporation ("FHC") listed below: (a) name; (b)
business address; (c) present principal occupation or employment and the name,
principal business and the address of any corporation or other organization in
which such employment is conducted.
* (a) Abbey J. Butler
(b) FHC Address
(c) Co-Chairman of the Board of Directors and Co-Chief Executive
Officer of FHC and FoxMeyer Corporation ("FoxMeyer"); FHC
Address
* (a) Melvyn J. Estrin
(b) FHC Address
(c) Co-Chairman of the Board of Directors and Co-Chief Executive
Officer of FHC and FoxMeyer; FHC Address
(a) Sheldon W. Fantle
(b) FHC Address
(c) Director of FHC; Chairman and Chief Executive Officer of
Fantle Enterprises, Inc., Bethesda Metro Center, Suite 820,
Bethesda, Maryland 20814
(a) Paul M. Finfer
(b) FHC Address
(c) Director of FHC; President and Chief Executive Officer of
Franklin Acceptance Corporation, 6401 Golden Triangle Drive,
Greenville, Maryland 20770
(a) Alfred H. Kingon
(b) FHC Address
(c) Director of FHC; Principal of Kingon International, Inc., 301
Madison Avenue, 23rd Floor, New York, New York 10022
(a) William G. Tull
(b) FHC Address
(c) Director of FHC; Financial Consultant; 11311 South Glen Road,
Potomac, Maryland 20854
(a) Thomas L. Anderson
(b) FHC Address
(c) Director, President and Chief Operating Officer of FHC and
FoxMeyer; FHC Address
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<PAGE>
(a) Peter B. McKee
(b) FHC Address
(c) Senior Vice President and Chief Financial Officer of FHC and
FoxMeyer; FHC Address
(a) Kevin J. Rogan
(b) FHC Address
(c) Senior Vice President, General Counsel and Secretary of FHC
and FoxMeyer; FHC Address
(a) Edward L. Massman
(b) FHC Address
(c) Vice President and Controller of FHC and FoxMeyer; FHC Address
- ------------------------
* The Centaur Group holds an aggregate of 3,777,000 (which equals approximately
21.6% as of June 1, 1995) of the outstanding shares of common stock of FHC and
may be deemed to control FHC. The Centaur Group is comprised of Messrs. Butler
and Estrin, Centaur Partners IV, a New York general partnership ("Centaur IV"),
Estrin Equities Limited Partnership, a Maryland limited partnership ("Estrin
Equities"), and Butler Equities II, L.P., a Delaware limited partnership
("Butler Equities"). The general partners of Centaur IV are Estrin Equities and
Butler Equities.
The general partners of Estrin Equities are HSG Acquisition Co. and MJE, Inc.
HSG Acquisition Co. is a Delaware corporation, the outstanding capital stock of
which is owned by Human Service Group, Inc., a Delaware corporation of which Mr.
Estrin owns 69.8% of the outstanding capital stock (subject to a dispute,
pending as of October 1, 1995, involving ownership of approximately 9% of such
stock). MJE, Inc. is a Virginia corporation controlled by Mr. Estrin.
The sole general partner of Butler Equities is AB Acquisition Corp., a Delaware
corporation, and Mr. Butler owns all of the outstanding capital stock AB
Acquisition Corp.
Estrin Equities has designated Mr. Estrin and Butler Equities has designated Mr.
Butler to act as a "Coordinating Person" pursuant to the Centaur IV partnership
agreement. Messrs. Estrin and Butler, acting together, manage the affairs of
Centaur IV and have the authority to make all decisions concerning Centaur IV's
interest in FHC Common Stock.
The address of Centaur IV and Butler Equities is c/o CB Equities Corporation,
207 Dune Road, Box 137, Westhampton Beach, New York 11978; the address of Estrin
Equities is 7200 Wisconsin Avenue, Suite 600, Bethesda, Maryland 20814.
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
Exhibit 1 Promissory Note dated November 6, 1995 in the original principal
amount of $268,835.62, executed by the Issuer, CST Featurizations,
Inc. and CST Computoons, Inc. as makers and payable to the Company
Exhibit 2 Letter Agreement dated November 6, 1995 between the Company, the
Issuer, CST Featurizations, Inc. and CST Computoons, Inc.
I-4
Exhibit 1
PROMISSORY NOTE
$268,835.62 November 6, 1995
- -----------
FOR VALUE RECEIVED, CST Entertainment, Inc., CST Featurizations, Inc.
and CST Computoons, Inc. (collectively, "Makers"), hereby promise to pay to the
order of M & A Investments, Inc., a Delaware corporation ("M&A"), at 1220 Senlac
Drive, Carrollton, Texas 75006, or at such other address as the holder hereof
advises in writing from time to time, the principal sum of $268,835.62 together
with interest thereon, as hereinafter described.
The principal of this Note from day to day unpaid shall bear interest
at a rate of twelve and one-half percent (12.5%) per annum and such interest
shall be computed on the basis of a year of 365 or 366 days, as the case may be,
and on actual days elapsed.
The principal of this Note and all accrued interest shall be due and
payable on February 1, 1996. Any payments of principal and interest due
hereunder which are not paid when due, and other amounts which may be owed by
Makers hereunder, including without limitation attorneys' fees and expenses,
shall bear interest at the lesser of (a) the highest lawful rate or (b) the rate
of eighteen percent (18%) per annum. The provisions of this paragraph shall not
be construed as waiving the right of the holder hereof to punctual payment of
principal or interest, or any part thereof, when due hereunder.
Subject to M&A's right to convert this note, Makers may prepay all or
any part of the principal or accrued interest at any time and from time to time,
without premium or penalty. All partial prepayments shall be applied first to
accrued and unpaid interest and then to principal.
The holder hereof may declare the entire unpaid principal of and
accrued interest on this Note immediately due and payable, without notice,
demand, or presentment, foreclose any liens or security interests securing all
or any part hereof, offset against this Note any sum or sums owed by the holder
hereof to Makers, or exercise any other right or remedy to which the holder
hereof may be entitled by agreement, at law, or in equity, if (a) Makers fail or
refuse to pay any part of the principal or accrued interest when due, (b) a
default should occur under this Note or under any agreement, document, or
instrument securing or assuring payment of any part hereof or executed in
connection herewith, or (c) any of the Makers shall become insolvent, fail to
pay Maker's debts generally as they become due, or voluntarily or involuntarily
be made the subject of any proceeding provided for by any bankruptcy or similar
debtor relief laws. Each right and remedy available to the holder hereof shall
be cumulative of and in addition to each other such right and remedy. No delay
on the part of the holder hereof in the exercise of any right or remedy
available to the holder hereof shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or remedy preclude other or further
exercise thereof or exercise of any other such right or remedy.
If this Note is placed in the hands of an attorney for collection, or
if it is collected through any legal proceedings, Makers agree to pay all court
costs, reasonable attorneys' fees, and other costs of collection of the holder
hereof.
<PAGE>
Any provision herein, or in any document or agreement securing this
Note or in any other document executed in connection herewith, or in any other
agreement or commitment, whether written or oral, express or implied, to the
contrary notwithstanding, no holder hereof shall in any event be entitled to
receive or collect, nor shall or may amounts received hereunder be credited so
that any holder hereof shall be paid as interest a sum greater than the maximum
amount permitted by applicable law to be charged to the person, firm, or
corporation primarily obligated to pay this Note at the time in question. If any
construction of this Note, any document or agreement securing this Note, or in
any and all other papers, agreements, or commitments indicates a different right
given to holder hereof to ask for, demand, or receive any larger sum as
interest, such is a mistake in calculation or wording which this clause shall
override and control, it being the intention of the parties that this Note and
all other instruments securing the payment of this Note shall in all things
comply with applicable law, and proper adjustment shall automatically be made
accordingly. In the event any holder hereof ever receives, collects, or applies
as interest any sum in excess of the maximum legal rate, such excess amount
shall be applied to the reduction of the unpaid principal balance of this Note
in the inverse order of maturity, and if this Note is paid in full, any
remaining excess shall be paid to Makers. In determining whether or not the
interest paid or payable under any specific contingency exceeds the highest
lawful rate, Makers and holder hereof shall, to the maximum extent permitted
under applicable law, (a) characterize any nonprincipal payment as an expense,
fee, or premium rather than as interest, (b) exclude voluntary prepayments and
the effects thereof, and (c) "spread" the total amount of interest throughout
the entire term of this Note so that the interest rate is uniform throughout the
entire term of this Note; provided that, if this Note is paid and performed in
full prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence hereof exceeds the maximum lawful
rate, the holder hereof shall refund to Makers the amount of such excess or
credit the amount against the principal balance of this Note at the time in
question.
Each of the Makers and any endorser, surety and guarantor hereby waives
demand for payment, presentment for payment, notice of nonpayment, protest,
notice of protest, notice of dishonor, notice of intention to accelerate
maturity, notice of acceleration of maturity, notice of intent to foreclose on
any collateral securing this Note, and all other notices as to this Note and
diligence in collection as to each and every payment due hereunder, and agrees
that without any notice the holder hereof may take additional security herefor
or may release any or all security herefor, or alone, or together with any
present or future owner or owners of any property covered by any instrument or
agreement given to secure this Note, may from time to time extend, renew or
otherwise modify the date or dates or amount or amounts of payment above
recited, or the holder hereof may from time to time release any part or parts of
the property and interests securing this Note, with or without consideration,
and that in any such case, each of the Makers and any endorser, surety and
guarantor shall continue to be bound hereby and to be liable to pay the unpaid
balance of the indebtedness evidenced hereby, as so additionally secured,
extended, renewed, or modified, notwithstanding any such release.
All of the obligations contained herein shall be considered the joint
and several obligations of each of the Makers and any endorser, surety and
guarantor hereof.
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<PAGE>
This Note is convertible into Common Stock of CST Entertainment, Inc.
pursuant to the Letter Agreement of even date herewith executed by Makers and
M&A.
Makers shall deliver to the holder hereof such financial and operating
statements as may be requested from time to time, and in such form as is
reasonably acceptable to such holder.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA FOR ALL PURPOSES, EXCLUDING THAT BODY OF LAW
RELATING TO CONFLICT OF LAWS.
This Note is executed as of November 6, 1995.
MAKERS: CST ENTERTAINMENT, INC.
5901 Green Valley Circle, Suite 400
Culver City, California 90230
By: ________________________________
Name: _______________________________
Title: ______________________________
CST FEATURIZATIONS, INC.
5901 Green Valley Circle, Suite 400
Culver City, California 90230
By: ________________________________
Name: _______________________________
Title: ______________________________
CST COMPUTOONS, INC.
5901 Green Valley Circle, Suite 400
Culver City, California 90230
By: ________________________________
Name: _______________________________
Title: ______________________________
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EXHIBIT 2
M & A Investments, Inc.
1220 Senlac Drive
Carrollton, Texas 75006
November 6, 1995
CST Entertainment, Inc.
CST Featurizations, Inc,
CST Computoons, Inc.
5901 Green Valley Circle
Suite 400
Culver City, California 90230
Attn: Mr. Jonathan Shapiro
Re: M & A Investments, Inc./CST Entertainment, Inc.
-----------------------------------------------
Dear Sirs:
In connection with the Promissory Note dated November 6, 1995
in the original principal amount of $268,835.62 (the "Note"), executed by CST
Entertainment, Inc. ("CST"), CST Featurizations, Inc. and CST Computoons, Inc.
(collectively, Debtors") as makers and payable to M & A Investments, Inc.
("M&A"), Debtors and M&A hereby agree that:
1. Any unpaid principal and accrued interest on the Note shall
be convertible, at the option of M&A, into Common Stock, par value $.15, of CST
at any time prior to acceptance by M&A of any payment or prepayment of the Note,
at the rate of $.50 per share.
2. If the Note is converted into Common Stock of CST in
accordance with paragraph 1 of this letter agreement, then the indebtedness of
Debtors to M&A evidenced by the Note shall be reduced by an amount equal to $.50
conversion price per share times the number of shares of Common Stock so
acquired.
3. The Warrant dated July 19,1995 issued by CST in favor of
M&A (the "Warrant") will be amended to provide M&A with both demand and
piggyback registration rights with respect to the Shares as set forth in the
Warrant.
4. Any shares of Common Stock, par value $.15, of CST into
which the Note may be converted shall have the same registration rights
applicable to the Shares as set forth in the amended Warrant.
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<PAGE>
CST Entertainment, Inc.
CST Featurizations, Inc,
CST Computoons, Inc.
November 6, 1995
Page 2
5. The definition of the "Note" in the Note Conversion
Agreement dated July 19, 1995 between CST and M&A shall be deemed to mean the
Note as defined in this Letter Agreement.
6. CST hereby confirms that the registration statement that
will be filed by CST with the Securities and Exchange Commission no later than
November 30, 1995 shall include such information as may be required to permit a
public offering of the 500,000 shares of CST Common Stock owned by M&A as a
result of the conversion of a portion of the promissory note dated July 19, 1995
payable by Debtors to M&A.
Very truly yours,
M & A INVESTMENTS, INC.
By: ___________________________
John G. Murray
Assistant Treasurer
Agreed and accepted:
CST ENTERTAINMENT, INC.
By: ________________________________
Jonathan Shapiro
President
CST FEATURIZATIONS, INC.
By: ________________________________
Jonathan Shapiro
President
CST COMPUTOONS, INC.
By: ________________________________
Jonathan Shapiro
President
I-2
