\<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cyrk, Inc.
--------------------
(Name of Issuer)
Common Stock, $0.01 par value
----------------------------------------------------
(Title of Class of Securities)
232817-10-6
------------------------
(CUSIP Number)
Robert P. Bermingham
The Yucaipa Companies
10000 Santa Monica Boulevard, Fifth Floor
Los Angeles, California 90067
(310) 789-7200
--------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 1999
-----------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
(Continued on following pages)
(Page 1 of 12 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 232817-10-6 Page 2 of 12 Pages
- -------------------------------------------------------------------------------
1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
RONALD W. BURKLE
- -------------------------------------------------------------------------------
2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source Of Funds
AF, OO
- -------------------------------------------------------------------------------
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e) [_]
- -------------------------------------------------------------------------------
6 Citizenship Or Place Of Organization
CALIFORNIA
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,696,969*
Number of Shares -------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 4,869,046*
Each Reporting -------------------------------------------
Person With 9 Sole Dispositive Power
4,696,969*
-------------------------------------------
10 Shared Dispositive Power
4,869,046*
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
4,696,969*
- -------------------------------------------------------------------------------
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares* [X]
- -------------------------------------------------------------------------------
13 Percent Of Class Represented By Amount In Row (11)
22.3% (based upon the number of shares of Cyrk. Inc. common
stock reported as being outstanding in Cyrk, Inc.'s quarterly
report on Form 10-Q for the quarter ended June 30, 1999)*
- -------------------------------------------------------------------------------
14 Type Of Reporting Person
IN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 232817-10-6 Page 3 of 12 Pages
- -------------------------------------------------------------------------------
1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
OA3, LLC
- -------------------------------------------------------------------------------
2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source Of Funds
WC, OO
- -------------------------------------------------------------------------------
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e) [_]
- -------------------------------------------------------------------------------
6 Citizenship Or Place Of Organization
DELAWARE
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,696,969*
Number of Shares -------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 4,869,046*
Each Reporting -------------------------------------------
Person With 9 Sole Dispositive Power
4,696,969*
-------------------------------------------
10 Shared Dispositive Power
4,869,046*
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
4,696,969*
- -------------------------------------------------------------------------------
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares* [X]
- -------------------------------------------------------------------------------
13 Percent Of Class Represented By Amount In Row (11)
22.3% (based upon the number of shares of Cyrk. Inc. common
stock reported as being outstanding in Cyrk, Inc.'s quarterly
report on Form 10-Q for the quarter ended June 30, 1999)*
- -------------------------------------------------------------------------------
14 Type Of Reporting Person
OO
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 232817-10-6 Page 4 of 12 Pages
- -------------------------------------------------------------------------------
1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
MULTI-ACCOUNTS, LLC
- -------------------------------------------------------------------------------
2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source Of Funds
OO
- -------------------------------------------------------------------------------
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e) [_]
- -------------------------------------------------------------------------------
6 Citizenship Or Place Of Organization
DELAWARE
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,696,969*
Number of Shares -------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 4,869,046*
Each Reporting -------------------------------------------
Person With 9 Sole Dispositive Power
4,696,969*
-------------------------------------------
10 Shared Dispositive Power
4,869,046*
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
4,696,969*
- -------------------------------------------------------------------------------
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares* [X]
- -------------------------------------------------------------------------------
13 Percent Of Class Represented By Amount In Row (11)
22.3% (based upon the number of shares of Cyrk. Inc. common
stock reported as being outstanding in Cyrk, Inc.'s quarterly
report on Form 10-Q for the quarter ended June 30, 1999)*
- -------------------------------------------------------------------------------
14 Type Of Reporting Person
OO
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 232817-10-6 Page 5 of 12 Pages
- -------------------------------------------------------------------------------
1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
OVERSEAS TOYS, L.P.
- -------------------------------------------------------------------------------
2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source Of Funds
AF, OO
- -------------------------------------------------------------------------------
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e) [_]
- -------------------------------------------------------------------------------
6 Citizenship Or Place Of Organization
DELAWARE
- -------------------------------------------------------------------------------
7 Sole Voting Power
4,696,969*
Number of Shares -------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 4,869,046*
Each Reporting -------------------------------------------
Person With 9 Sole Dispositive Power
4,696,969*
-------------------------------------------
10 Shared Dispositive Power
4,869,046*
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
4,696,969*
- -------------------------------------------------------------------------------
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares* [X]
- -------------------------------------------------------------------------------
13 Percent Of Class Represented By Amount In Row (11)
22.3% (based upon the number of shares of Cyrk. Inc. common
stock reported as being outstanding in Cyrk, Inc.'s quarterly
report on Form 10-Q for the quarter ended June 30, 1999)*
- -------------------------------------------------------------------------------
14 Type Of Reporting Person
PN
- -------------------------------------------------------------------------------
<PAGE>
* See Response to Item 5(a).
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock (the "Common Stock"),
$0.01 par value per share, of Cyrk, Inc., a Delaware corporation ("Cyrk"), with
its principal executive offices located at 3 Pond Road, Gloucester,
Massachusetts 01930. On November 10, 1999, Overseas Toys L.P., a Delaware
limited partnership ("Overseas Toys"), acquired (i) 25,000 shares of Series A
Senior Cumulative Participating Convertible Preferred Stock, $0.01 par value per
share, of Cyrk ("Preferred Stock"), which are initially convertible into
3,030,303 shares of Common Stock, and (ii) a warrant to purchase 15,000 shares
of Preferred Stock which are initially convertible into 1,666,666 shares of
Common Stock. The Preferred Stock is not registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed jointly by (i) Ronald W.
Burkle, an individual ("Burkle"), (ii) OA3, LLC, a Delaware limited liability
company ("OA3"), (iii) Multi-Accounts, LLC, a Delaware limited liability company
("Multi-Accounts") and (iv) Overseas Toys (together with Burkle, OA3 and
Multi-Accounts, the "Reporting Persons"). Effective November 11, 1999,
Multi-Accounts became the sole general partner of Overseas Toys (replacing OA3).
OA3 is the managing member of Multi-Accounts. Burkle is the managing member of
OA3.
(b) The address of the principal business and principal office
of each of the Reporting Persons is c/o the Yucaipa Companies, 10000 Santa
Monica Boulevard, Fifth Floor, Los Angeles, California 90067.
(c) The principal business of OA3 and Multi-Accounts is
acquiring, investing in and/or managing companies. The principal business of
Overseas Toys is investing in the Common Stock of the Issuer. The present
principal occupation or employment of Burkle is acquiring, investing in, selling
and managing a variety of companies. Burkle accomplishes these tasks through a
variety of partnerships and limited liability companies which are often referred
to as "The Yucaipa Companies."
(d) None of the Reporting Persons have during the last five
years been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) None of the Reporting Persons have during the last five
years been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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) Each of the individuals referred to in paragraph (a) above
is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 10, 1999, Overseas Toys paid $25,000,000 as
consideration for the shares of Preferred Stock and the warrant. The warrant
represents the right to purchase up to $15,000,000 worth of additional Preferred
Stock.
Page 6
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As of November 10, 1999, OA3, then the general partner of
Overseas Toys, funded into Overseas Toys $13,000,000 of the aggregate
consideration from its working capital. The remaining $12,000,000 was funded
into Overseas Toys by the limited partners of Overseas Toys: Chase Equity
Associates; BT Investment Partners, Inc.; TCW Leveraged Income Trust, L.P.;
SunAmerica Investments, Inc.; and Salomon Brothers Holding Company, Inc. On
November 11, 1999, OA3 transferred all of its interest in Overseas Toys to
Multi-Accounts.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Preferred Stock and the
warrant for investment purposes. The Reporting Persons intend to review their
investment in Cyrk from time to time. Subject to the limitations set forth
herein and depending upon (i) the price and availability of the Preferred Stock
and the Common Stock, (ii) subsequent developments affecting Cyrk, (iii) Cyrk's
business and prospects, (iv) other investment and business opportunities
available to the Reporting Persons, (v) general stock market and economic
conditions, (vi) tax considerations and (vii) other factors deemed relevant, the
Reporting Persons may decide to increase or decrease the size of their
investment in Cyrk.
Except as described in this Schedule 13D, none of the Reporting
Persons has any present plan or proposal which relates to, or could result in,
any of the events referred to in paragraphs (a) through (j), inclusive, of Item
4 of Schedule 13D. However, the Reporting Persons will continue to review the
business of Cyrk and, depending upon one or more of the factors referred to
above, may in the future develop such a plan or proposal.
Pursuant to the terms of the Securities Purchase Agreement, the
Board of Directors of Cyrk (the "Board") will be reconstituted to consist of
seven members, three of which will be designees of Overseas Toys. Overseas Toys
shall be entitled to three designees for director so long as Overseas Toys owns
securities representing at least 3,131,313 shares of Common Stock, and to two
designees for nomination for director so long as it owns securities representing
at least 1,565,656 shares of Common Stock, and to one designee for director so
long as it owns securities representing at least 782,828 shares of Common Stock.
As discussed in Item 5 below, the Preferred Stock held by Overseas Toys is
initially convertible into 3,030,303 shares of Common Stock, and the warrant
held by Overseas Toys represents a warrant to purchase 15,000 shares of
Preferred Stock which are initially convertible into 1,666,666 shares of Common
Stock. As discussed in Item 6 below, pursuant to the Voting Agreement,
stockholders holding approximately 31% of the currently outstanding Common Stock
have agreed to vote to elect Overseas Toys' nominees for director. In addition,
so long as Overseas Toys is entitled to nominate any such designees, Overseas
Toys will be entitled to name one designee as Chairman of the Board. Overseas
Toys has initially designated Burkle, Richard Wolpert and George Golleher as its
three nominees to the Board and Burkle as the Chairman.
Pursuant to a Management Agreement between Cyrk and The Yucaipa
Companies LLC, a Delaware limited liability company ("Yucaipa"), Yucaipa will
provide Cyrk with management and financial consultation services in exchange for
an annual fee of $500,000 per year. See "Management Agreement" in Item 6 below.
Burkle is the managing member of Yucaipa.
So long as Overseas Toys beneficially owns securities
representing at least 782,828 shares of Common Stock and Cyrk complies with its
covenants under the Securities Purchase Agreement, Overseas Toys has agreed that
it will not (without the consent of Cyrk) acquire or propose to acquire
additional shares of Common Stock or solicit proxies in opposition to the board
of directors of Cyrk. However, if without the support of Cyrk's board of
directors any third party acquires more than 20% of the outstanding Common
Stock, solicits proxies or makes any announcement of its intent to do the
foregoing, then Overseas Toys may make a proposal to the disinterested members
of the board of directors to acquire additional shares of Common Stock or
solicit proxies. In addition, Overseas Toys may acquire shares of Common Stock
to preserve its voting power and the voting power of the parties to the Voting
Agreement, provided that any shares in excess of 23% of the outstanding shares
must be
Page 7
<PAGE>
voted in proportion to the votes of all other shareholders on all matters
other than the election of Overseas Toys' nominations to the board of
directors. The securities acquired by Overseas Toys will not be subject to
any transfer restrictions other than those imposed by applicable securities
laws. Transferees will not be bound by the standstill provisions described in
this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Overseas Toys acquired (i) 25,000 shares of Preferred Stock,
which are initially convertible into 3,030,303 shares of Common Stock, and (ii)
a warrant to purchase 15,000 additional shares of Preferred Stock which are
initially convertible into 1,666,666 shares of Common Stock. Thus, assuming
exercise of the warrant and the conversion of all the shares of Preferred Stock
owned by Overseas Toys, Overseas Toys would own 4,696,969 shares of Common
Stock. Following the issuance of such shares, and based upon the number of
shares of Common Stock reported as being outstanding in Cyrk's quarterly report
on Form 10-Q for the quarter ended June 30, 1999, such shares would constitute
approximately 23.0% of the Common Stock.
Pursuant to the Voting Agreement described in Item 6
below, certain shareholders of Cyrk (the "Shareholders") are required, in
specific circumstances, to vote all of the shares of Cyrk's Common Stock held
by each such Shareholder in favor of the designees of Overseas Toys for
election to the Board of Directors of Cyrk. Certain of the Shareholders also
granted a proxy appointing Overseas Toys as such stockholders'
attorney-in-fact and proxy, with full power of substitution, for and in each
Shareholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power solely with respect to the election to the Board of
Directors of Overseas Toys' designees as set forth in the preceding sentence.
Accordingly, the Reporting Persons may be deemed to share voting power over
the shares of Common Stock owned by the Shareholders. In addition, certain of
the Shareholders' disposition of the shares of Common Stock owned by such
shareholders is restricted under certain circumstances by the Voting
Agreement. Accordingly, the Reporting Persons may be deemed to have shared
dispositive power over the shares of Common Stock owned by such shareholders.
The Shareholders own 4,869,046 shares of Common Stock, an amount which
represents approximately 31% of the currently issued and outstanding Common
Stock. Assuming exercise of the warrant and the conversion of all shares of
Preferred Stock owned by Overseas Toys as described above, following the
issuance of such shares, such shares combined with the shares of the
Shareholders would number 9,566,015, which would then constitute
approximately 46.8% of the Common Stock. The Reporting Persons expressly
disclaim any admission that they have beneficial ownership of, or any
pecuniary interest in, any shares of Common Stock except the 4,696,969 shares
with respect to which they possess sole dispositive power.
(b) Burkle controls OA3, which controls Multi-Accounts, which in
turn controls Overseas Toys. Overseas Toys has sole voting and dispositive power
of 4,696,969 shares of Common Stock. See the response to Item 5(a) above.
(c) None, to the knowledge of the Reporting Persons.
(d) None, to the knowledge of the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Overseas Toys and Cyrk have entered into a Securities Purchase
Agreement and a Registration Rights Agreement. Overseas Toys and certain
stockholders of Cyrk (Patrick Brady, Allan Brown, Gregory Shlopak the Cyrk
International Foundation and The Eric Stanton Self-Declaration of Revocable
Trust) have entered into a
Page 8
<PAGE>
Voting Agreement. Yucaipa and Cyrk have entered into a Management Services
Agreement.
SECURITIES PURCHASE AGREEMENT
Pursuant to the Securities Purchase Agreement between Overseas
Toys and Cyrk, Overseas Toys paid Cyrk $25 million for $25 million face amount
of convertible preferred stock and a warrant to purchase additional preferred
stock for $15 million. The Securities Purchase Agreement provides for board
representation for Overseas Toys as described in Item 4 above, and also contains
the standstill provisions described in Item 4 above. The Securities Purchase
Agreement contains customary representation and warranties and covenants.
VOTING AGREEMENT
Pursuant to the Voting Agreement between Oversees Toys and
Patrick Brady, Allan Brown, Gregory Shlopak, the Cyrk International Foundation
and The Eric Stanton Self-Declaration of Revocable Trust, these stockholders
have agreed to vote all of their shares of Common Stock to elect three nominees
of Overseas Toys to the board of directors of Cyrk. These stockholders together
own approximately 31% of the currently outstanding Common Stock. In addition,
subject to certain exceptions, Messrs. Brady and Brown and the Cyrk
International Foundation and The Eric Stanton Self-Declaration of Revocable
Trust have agreed not to sell any of their shares of Common Stock until Cyrk's
2001 annual meeting.
REGISTRATION RIGHTS AGREEMENT
Overseas Toys and Cyrk entered into a Registration Rights
Agreement whereby Overseas Toys will have certain registration rights with
respect to the resale of (1) Overseas Toys' Common Stock issuable upon
conversion of any of its shares of Preferred Stock and (2) the warrant. The
Company has granted Overseas Toys an unlimited number of so-called "demand
registration rights" to require Cyrk to use its best efforts to register the
resale of these securities; however, Overseas Toys must sell in each demand
registration at least the greater of 1,000,000 shares of Common Stock or the
remaining number of shares of Common Stock then held by Overseas Toys.
In addition, if Cyrk registers for the resale of shares of
Common Stock for Cyrk's account or for the account of its other stockholders,
Cyrk also may have to include in the registration shares held by Overseas Toys.
Overseas Toys has an unlimited number of these so-called "piggyback registration
rights".
MANAGEMENT AGREEMENT
Pursuant to a Management Agreement between Yucaipa and Cyrk,
Yucaipa will provide Cyrk with management and financial consultation services in
exchange for an annual fee of $500,000 per year. In addition, under the
agreement, Cyrk will pay Yucaipa a consulting fee equal to one percent of the
total purchase price for any acquisition or disposition transactions by Cyrk in
which Yucaipa provides consultation to Cyrk. Cyrk will also reimburse Yucaipa up
to $500,000 per year for all of its reasonable out-of-pocket expenses incurred
by it in connection with the performance of its duties under the Management
Agreement. The term of the Management Agreement is for five years, with
automatic renewals for successive five year terms at the end of each year unless
either Cyrk or Yucaipa elect not to renew. Upon a change of control of Cyrk, or
a termination of the Management Agreement by Cyrk other than for cause, Yucaipa
shall be entitled to receive a lump-sum payment equal to amounts payable under
the Management Agreement for the remainder of the term, discounted to present
value.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Securities Purchase Agreement, dated as of
September 1, 1999, by and between Overseas Toys,
L.P., a Delaware limited partnership, and Cyrk,
Inc., a
Page 9
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Delaware corporation (incorporated by reference to
Exhibit A of Cyrk, Inc's Definitive Proxy Statement on
Schedule 14A, filed October 12, 1999, File No.
0-21878).
Exhibit 99.2 Voting Agreement, dated as of September 1, 1999, by
and among Overseas Toys, L.P., a Delaware limited
partnership, and Patrick Brady, Allan Brown, Gregory
Shlopak, the Cyrk International Foundation and The
Eric Stanton Self-Declaration of Revocable Trust
(incorporated by reference to Exhibit 99.1 of
Amendment No. 2 to Schedule 13D, filed by Eric Stanton
on September 15, 1999, File No. 5-43175 or 0-21878).
Exhibit 99.3 Registration Rights Agreement, dated as of November
10, 1999, by and between Overseas Toys, L.P., a
Delaware limited partnership, and Cyrk, Inc., a
Delaware corporation (incorporated by reference to
Exhibit 4.2 of Cyrk, Inc's Current Report on Form 8-K,
filed September 3, 1999, File No. 0-21878) (on
November 10, 1999, the following modifications were
made to the document hereby incorporated by reference:
(i) the date "November 10, 1999" was inserted as the
effective date throughout the agreement, and (ii) the
document was executed by the parties thereto).
Exhibit 99.4 Management Agreement, dated as of November 10, 1999,
by and between The Yucaipa Companies LLC, a Delaware
limited liability company, and Cyrk, Inc., a Delaware
corporation (incorporated by reference to Exhibit 10.1
of Cyrk, Inc's Current Report on Form 8-K, filed
September 3, 1999, File No. 0- 21878) (on November 10,
1999, the following modifications were made to the
document hereby incorporated by reference: (i) the
date "November 10, 1999" was inserted as the effective
date throughout the agreement, (ii) The Yucaipa
Companies, LLC, a Delaware limited liability company,
replaced The Yucaipa Companies, a California general
partnership, as party to the agreement, (iii) the
phrase "November 10, 1999 (following the Special
Meeting of Cyrk's Stockholders on such date)" was
inserted into the blank in Section 8.3, and (iv) the
document was executed by the parties thereto).
Exhibit 99.5 Joint Filing Agreement, dated as of November 15, 1999,
by and among Ronald W. Burkle, OA3, LLC, a Delaware
limited liability company, and Overseas Toys L.P., a
Delaware limited partnership.
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.
Dated: November 15, 1999
Overseas Toys, L.P.
By: Multi-Accounts, LLC
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Its General Partner
By: OA3, LLC
Its Managing Member
By: /s/ Ronald W. Burkle
Its: Managing Member
Multi-Accounts, LLC
By: OA3, LLC
Its Managing Member
By: /s/ Ronald W. Burkle
Its: Managing Member
OA3, LLC
By: /s/ Ronald W. Burkle
Its Managing Member
Ronald W. Burkle
/s/ Ronald W. Burkle
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Securities Purchase Agreement, dated as of September
1, 1999, by and between Overseas Toys, L.P., a
Delaware limited partnership, and Cyrk, Inc., a
Delaware corporation (incorporated by reference to
Exhibit A of Cyrk, Inc's Definitive Proxy Statement
of Schedule 14A, filed October 12, 1999, File No.
0-21878).
Exhibit 99.2 Voting Agreement, dated as of September 1, 1999, by
and among Overseas Toys, L.P., a Delaware limited
partnership, and Patrick Brady, Allan Brown, Gregory
Shlopak, the Cyrk International Foundation and The
Eric Stanton Self-Declaration of Revocable Trust
(incorporated by reference to Exhibit 99.1 of
Amendment No. 2 to Schedule 13D, filed by Eric Stanton
on September 15,
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<PAGE>
1999, File No. 5-43175 or 0-21878).
Exhibit 99.3 Registration Rights Agreement, dated as of November
10, 1999, by and between Overseas Toys, L.P., a
Delaware limited partnership, and Cyrk, Inc., a
Delaware corporation (incorporated by reference to
Exhibit 4.2 of Cyrk, Inc's Current Report on Form 8-K,
filed September 3, 1999, File No. 0-21878) (on
November 10, 1999, the following modifications were
made to the document hereby incorporated by reference:
(i) the date "November 10, 1999" was inserted as the
effective date throughout the agreement, and (ii) the
document was executed by the parties thereto).
Exhibit 99.4 Management Agreement, dated as of November 10, 1999,
by and between The Yucaipa Companies LLC, a Delaware
limited liability company, and Cyrk, Inc., a Delaware
corporation (incorporated by reference to Exhibit 10.1
of Cyrk, Inc's Current Report on Form 8-K, filed
September 3, 1999, File No. 0- 21878) (on November 10,
1999, the following modifications were made to the
document hereby incorporated by reference: (i) the
date "November 10, 1999" was inserted as the effective
date throughout the agreement, (ii) The Yucaipa
Companies, LLC, a Delaware limited liability company,
replaced The Yucaipa Companies, a California general
partnership, as party to the agreement, (iii) the
phrase "November 10, 1999 (following the Special
Meeting of Cyrk's Stockholders on such date)" was
inserted into the blank in Section 8.3, and (iv) the
document was executed by the parties thereto).
Exhibit 99.5 Joint Filing Agreement, dated as of November 15, 1999,
by and among Ronald W. Burkle, OA3, LLC, a Delaware
limited liability company, and Overseas Toys L.P., a
Delaware limited partnership.
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EXHIBIT 99.5
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the common stock,
par value $0.01 per share, of Cyrk, Inc., a Delaware corporation, and that
this Agreement may be included as an exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of November 15, 1999.
Overseas Toys, L.P.
By: Multi-Accounts, LLC
Its General Partner
By: OA3, LLC
Its Managing Member
By: /s/ Ronald W. Burkle
Its: Managing Member
Multi-Accounts, LLC
By: OA3, LLC
Its Managing Member
By: /s/ Ronald W. Burkle
Its: Managing Member
OA3, LLC
By: /s/ Ronald W. Burkle
Its Managing Member
Ronald W. Burkle
/s/ Ronald W. Burkle
