<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A-1
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cyrk, Inc.
--------------------
(Name of Issuer)
Common Stock, $0.01 par value
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 2000
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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 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 9 Pages)
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SCHEDULE 13D/A
CUSIP No. 232817-10-6 Page 2 of 9 Pages
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1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
RONALD W. BURKLE
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2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 Source Of Funds
AF, OO
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5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e) [_]
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6 Citizenship Or Place Of Organization
CALIFORNIA
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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*
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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]
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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)*
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14 Type Of Reporting Person
IN
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SCHEDULE 13D/A
CUSIP No. 232817-10-6 Page 3 of 9 Pages
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1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
OA3, LLC
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2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 Source Of Funds
WC, OO
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5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e) [_]
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6 Citizenship Or Place Of Organization
DELAWARE
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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)*
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14 Type Of Reporting Person
OO
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SCHEDULE 13D/A
CUSIP No. 232817-10-6 Page 4 of 9 Pages
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1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
MULTI-ACCOUNTS, LLC
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2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 Source Of Funds
OO
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5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e) [_]
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6 Citizenship Or Place Of Organization
DELAWARE
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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)*
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14 Type Of Reporting Person
OO
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<PAGE>
SCHEDULE 13D/A
CUSIP No. 232817-10-6 Page 5 of 9 Pages
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1 Name Of Reporting Person
I.R.S. Identification Nos. Of Above Persons (Entities Only)
OVERSEAS TOYS, L.P.
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2 Check The Appropriate Box If A Member Of A Group (a) [_]
(b) [X]
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3 SEC USE ONLY
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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)*
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14 Type Of Reporting Person
PN
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<PAGE>
* See Response to Item 5(a).
Page 6
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Preferred Stock and the
warrant for investment purposes. The Reporting Persons 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.
As part of their ongoing review of their investment in Cyrk
and in connection with providing the management and financial consultation
services to Cyrk under the Management Agreement described below, the
Reporting Persons are exploring potential opportunities for (a) an
extraordinary corporate transaction that may include a merger or similar
transaction; (b) a transaction involving the transfer of a material amount of
assets of Cyrk or any of its subsidiaries; or (c) other similar actions.
Such activities may or may not result in any transaction, but if such a
transaction did occur, it could cause a class of securities of Cyrk to be
delisted from a national securities exchange, to no longer be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association or to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended. As part of their ongoing review of their investment in Cyrk and the
provision of such management and financial consulting services under the
Management Agreement, the Reporting Persons may in the future explore other
alternatives, including (i) the acquisition of additional securities of Cyrk,
subject to the consent of Cyrk if required pursuant to the Securities
Purchase Agreement as described below, (ii) the disposition of securities of
Cyrk, (iii) changes in the present board of directors or management of Cyrk,
subject to the consent of Cyrk if required pursuant to the Securities
Purchase Agreement as described below; (iv) changes in the present
capitalization of Cyrk; and (v) similar alternatives.
In connection with the activities described above, including
their provision of management and financial consulting services under the
Management Agreement, the Reporting Persons (1) participate in the management
of Cyrk through representation on the board of directors of Cyrk, including
participation on committees of the board of directors, (2) discuss with
management, directors, other shareholders and others Cyrk's business, the
value of Cyrk and its businesses, Cyrk's management, potential alternatives
and opportunities listed above and other issues that might affect the value
of Cyrk; and (3) express their views and, together with other advisers,
provide advice to management, directors, other shareholders and others.
There is no assurance that the foregoing activities of the
Reporting Persons will result in the consummation of any material transaction
or event affecting Cyrk. The Reporting Persons may cease or resume exploring
such alternatives or potential opportunities at any time or from time to
time. Any alternatives or potential opportunities which the Reporting
Persons may pursue will depend upon a variety of factors, including, without
limitation, current and anticipated future trading prices for Cyrk's
securities, the financial condition, results of operations and prospects of
Cyrk and general economic, financial market and industry conditions.
Pursuant to the terms of the Securities Purchase Agreement,
the Board of Directors of Cyrk (the "Board") consists of seven members, three
of which are designees of Overseas Toys. Overseas Toys is 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 is entitled to name one designee as Chairman of
the Board.
Pursuant to a Management Agreement between Cyrk and The
Yucaipa Companies LLC, a Delaware limited liability company ("Yucaipa"),
Yucaipa provides 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 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.
Page 7
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this amendment is true, complete
and correct.
Dated: July 14, 2000
Overseas Toys, L.P.
By: Multi-Accounts, LLC
Page 8
<PAGE>
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
Page 9
