CYRK INC
SC 13G, 1998-02-13
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                  SCHEDULE 13G
                                 (Rule 13d-102)


             INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             (Amendment No. __)(1)



                                   CYRK, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)



                     Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                   232817 10 6
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


- --------------------------------------------------------------------------------
        (1) 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 the disclosures provided in a prior cover page.

        The information required in 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).


<PAGE>   2
CUSIP No. 232817 10 6                 13G                   Page 2 of 7 Pages

- --------------------------------------------------------------------------------
      1.         NAMES OF REPORTING PERSONS
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

                          ALLAN I. BROWN
- --------------------------------------------------------------------------------
      2.         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  [X] 
                                                                   (b)  [ ] 
                 The information set forth in Items 4 and 6 of this Schedule 13G
                 is hereby incorporated by reference herein.
- --------------------------------------------------------------------------------
      3.         SEC USE ONLY

- --------------------------------------------------------------------------------
      4.         CITIZENSHIP OR PLACE OF ORGANIZATION
                          UNITED STATES
- --------------------------------------------------------------------------------
                             5.   SOLE VOTING POWER:                920,069
         NUMBER OF                The information set forth in Items 4 and 6 of 
           SHARES                 this Schedule 13G is hereby incorporated by
        BENEFICIALLY              reference herein.
          OWNED BY
            EACH
         REPORTING
        PERSON WITH
                             ---------------------------------------------------
                             6.   SHARED VOTING POWER:            4,393,138
                                  The information set forth in
                                  Items 4 and 6 of this Schedule
                                  13G is hereby incorporated by
                                  reference herein.
                             ---------------------------------------------------
                             7.   SOLE DISPOSITIVE POWER:           920,069
                                  The information set forth in
                                  Items 4 and 6 of this Schedule
                                  13G is hereby incorporated by
                                  reference herein.
                             ---------------------------------------------------
                             8.   SHARED DISPOSITIVE POWER: The           0
                                  information set forth in Items 4
                                  and 6 of this Schedule 13G is
                                  hereby incorporated by reference
                                  herein.
- --------------------------------------------------------------------------------
      9.         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                 PERSON:           920,069

                 The information set forth in Items 4 and 6 of this Schedule 13G
                 is hereby incorporated by reference herein.
- --------------------------------------------------------------------------------
     10.         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                 SHARES*   [ ] 
                          N/A
- --------------------------------------------------------------------------------
     11.         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
                                                APPROXIMATELY 6.7%

                 The information set forth in Items 4 and 6 of this Schedule 13G
                 is hereby incorporated by reference herein.
- --------------------------------------------------------------------------------
     12.         TYPE OF REPORTING PERSON*:  IN

- --------------------------------------------------------------------------------


                      *SEE INSTRUCTIONS BEFORE FILLING OUT


<PAGE>   3
                                                            Page 3 of 7 Pages

ITEM 1(a).      NAME OF ISSUER:

                         Cyrk, Inc.
                ----------------------------------------------------------------

ITEM 1(b).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                         Cyrk, Inc.
                         3 Pond Road
                         Gloucester, MA  01930

                ----------------------------------------------------------------

ITEM 2(a).      NAME OF PERSON FILING:

                         Allan I. Brown
                ----------------------------------------------------------------

ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                         c/o Simon Marketing, Inc.
                         1900 Avenue of the Stars, 4th Floor
                         Los Angeles, CA 90067-4301

                ----------------------------------------------------------------

ITEM 2(c).      CITIZENSHIP:

                         United States
                ----------------------------------------------------------------

ITEM 2(d).      TITLE OF CLASS OF SECURITIES:

                         common stock, par value $.01 per share ("Cyrk Stock")
                ----------------------------------------------------------------

ITEM 2(e).      CUSIP NUMBER:

                         232817 10 6
                ----------------------------------------------------------------


<PAGE>   4
                                                            Page 4 of 7 Pages


ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULES
          13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON
          FILING IS A:

          (a)  [ ]  Broker or dealer registered under Section 15 of the Act,

          (b)  [ ]  Bank as defined in Section 3(a)(6) of the Act,

          (c)  [ ]  Insurance company as defined in Section 3(a)(19) of the
                    Act,

          (d)  [ ]  Investment Company registered under Section 8 of the
                    Investment Company Act,

          (e)  [ ]  Investment Adviser registered under Section 203 of the
                    Investment Advisers Act of 1940,

          (f)  [ ]  Employee Benefit Plan, Pension Fund which is subject to the
                    provisions of the Employee Retirement Income Security Act of
                    1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),

          (g)  [ ]  Parent Holding company, in accordance with Rule
                    13d-1(b)(ii)(G); see Item 7,

          (h) [X]   Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


ITEM 4.   OWNERSHIP.

          If the percent of the class owned, as of December 31 of the year
          covered by the statement, or as of the last day of any month described
          in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
          following information as of that date and identify those shares which
          there is a right to acquire.

          (a)       Amount Beneficially Owned: 920,069

          (b)       Percent of Class: approximately 6.7%


<PAGE>   5
                                                            Page 5 of 7 Pages



          (c)       Number of Shares as to which such person has:

                    (i)       Sole power to vote or to direct the vote: 
                              920,069

                    (ii)      Shared power to vote or to direct the vote:
                              4,393,138

                    (iii)     Sole power to dispose or to direct the disposition
                              of: 920,069

                    (iv)      Shared power to dispose or to direct the
                              disposition of: 0


                    Pursuant to the closing on June 9, 1997 of that certain
                    Agreement and Plan of Merger, dated as of May 7, 1997, by
                    and among Cyrk, Inc., SMI Merger, Inc., Simon Marketing,
                    Inc., Allan Brown and Eric Stanton (the "Agreement"), among
                    other things, Allan I. Brown received 920,069 shares of Cyrk
                    Stock (the "Shares"). The full text of the Agreement
                    (without exhibits) was filed as Exhibit A to that certain
                    Schedule 13D filed by Allan I. Brown on June 19, 1997 and
                    was incorporated therein by reference.

                    As a party to that certain Shareholders Agreement entered
                    into as of June 9, 1997 by and among Cyrk, Inc., Allan
                    Brown, Eric Stanton, Gregory Shlopak and Patrick Brady (the
                    "Shareholders Agreement"), Mr. Brown has shared voting power
                    equal to 4,393,138 shares of Cyrk Stock with respect to the
                    election of certain directors of Cyrk, Inc. and may be
                    deemed to be a member of a "group" for the purposes of
                    Section 13(d)(3) of the Securities Exchange Act of 1934, as
                    amended. The full text of the Shareholders Agreement was
                    filed as Exhibit B to that certain Schedule 13D filed by
                    Allan I. Brown on June 19, 1997 and was incorporated therein
                    by reference.


<PAGE>   6
                                                            Page 6 of 7 Pages


                    Mr. Brown expressly disclaims beneficial ownership of any
                    shares of Cyrk Stock except the Shares as to which he
                    possesses sole voting and dispositive power.


ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                    Not applicable.


ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
           PERSON.

                    Not applicable.


ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
           ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
           HOLDING COMPANY.

                    Not applicable.


ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                    The information set forth in Item 4 of this
                    Schedule 13G is hereby incorporated by
                    reference herein.

                    The group includes Allan Brown, Eric
                    Stanton, Gregory Shlopak and Patrick Brady,
                    each in his individual capacity.


ITEM 9.    NOTICE OF DISSOLUTION OF GROUP.

                    Not applicable.


ITEM 10.   CERTIFICATION.

                    Not applicable.


<PAGE>   7
                                                            Page 7 of 7 Pages

                                    SIGNATURE


         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.




                                   FEBRUARY 12, 1998
                        ---------------------------------------
                                         (Date)



                                   /S/ ALLAN I. BROWN
                        ---------------------------------------
                                      (Signature)




                                     ALLAN I. BROWN
                        ---------------------------------------
                                      (Name/Title)




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