As filed with the Securities and Exchange Commission on November 7, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________________
MAFCO CONSOLIDATED GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0424104
(State of incorporation) (I.R.S. employer identification no.)
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(Address of principal executive offices) (Zip code)
MAFCO CONSOLIDATED GROUP INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
_________________________________________
BARRY F. SCHWARTZ, ESQ.
MAFCO CONSOLIDATED GROUP INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(212) 572-8600
(Name, address and telephone number, including area code,
of agent for service)
_________________________________________
Copy of all communications to:
STACY J. KANTER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities Registered Offering Price Aggregate Registration
to be (1) Per Share Offering Fee
Registered (2)(3) Price(2)
Class A
------------------------------------------------------------------------------
750,000
Common Stock, 200,000 $17.375 $13,031,250 $3,949
par value 300,000 22.00 4,400,000 1,333
$0.01 per 1,250,000 28.750 8,625,000 2,614
share $7,896
------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement
also covers such indeterminable number of
additional shares of Class A Common Stock as may be
issuable pursuant to the antidilution provisions of
the Mafco Consolidated Group Inc. 1995 Stock Option
Plan.
(2) Calculated in accordance with Rules 457 (c) and (h)
under the Securities Act of 1933, as amended (the
"Securities Act"), solely for the purpose of
calculating the registration fee.
(3) Estimated solely for the purpose of calculating
the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* The information called for in Part I of Form S-8 is
currently included in a prospectus, dated as of November 7, 1996,
which is to be distributed to participants in the Mafco
Consolidated Group Inc. 1995 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the registrant, Mafco
Consolidated Group Inc., a Delaware corporation (the "Company"),
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this
registration statement.
(1) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 of the Company;
(2) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996; and
(3) The description of the Common Stock, par value
$0.01 per share ("the Common Stock"), of the Company contained
under the caption "Description of Registrant's Securities to be
Registered" in the Company's Registration Statement on Form 8-A
dated June 30, 1992, filed pursuant to Section 12(b) of the
Exchange Act, as amended.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued in
connection with this Registration Statement will be passed upon
for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, New
York, New York.
The consolidated financial statements of Mafco Consolidated
Group Inc. appearing in Mafco Consolidated Group Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated
herein by reference. Such consolidated statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of
the Delaware General Corporation Law (the "DGCL"), the Restated
Certificate of Incorporation of the Company filed as Exhibits
4.1(a) and 4.1(b) hereto (the "Certificate of Incorporation") and
the By-Laws of the Company filed as Exhibit 4.2 hereto (the "By-
Laws"), as such provisions relate to the indemnification of the
directors and officers of the Company. This description is
intended only as a summary and is qualified in its entirety by
reference to the DGCL, the Certificate of Incorporation and the
By-Laws which are incorporated herein by reference.
Article Fourteenth of the Certificate of Incorporation and
Article XI of the By-Laws provide that the Company shall
indemnify its officers and directors to the fullest extent
permitted by applicable law. Section 145 of the DGCL provides,
in general, that each director and officer may be indemnified
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred in
connection with the defense or settlement of any threatened,
pending or completed legal proceedings in which he is involved by
reason of the fact that he is or was a director or officer if he
acted in good faith and in a manner that he reasonably believed
to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe that his conduct was unlawful. If
the legal proceeding, however, is by or in the right of the
Company, the director or officer may not be indemnified in
respect of any claim, issue or matter as to which he shall have
been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless a court determines
otherwise.
Furthermore, Article Thirteenth of the Certificate of
Incorporation eliminates the personal liability of directors to
the Company or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal
benefit. Section 102 of the DGCL permits a Company's
certificate of incorporation to contain these provisions. In
addition, Article Fourteenth of the Certificate of Incorporation
and Article XI, Section 11.5 of the By-Laws provides that the
Company may purchase insurance on behalf of any person who is or
was a director or officer of the Company, or who is or was a
director or officer of the Company serving at the request of the
Company as a director or officer, of another corporation,
partnership, joint venture, trust, employee benefit plan or other
entity or enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Company would have the power
or the obligation to indemnify him against such liability under
the provisions of Article Fourteenth of the Certificate of
Incorporation or Article XI of the By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1(a) Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.01
to the Registration Statement of Form S-1 filed by
the Company with the Commission under the
Securities Act (No. 33-48521)).
4.1(b) Amendment to Restated Certificate of Incorporation
of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31,
1996).
4.2 By-Laws of the Company (incorporated by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-
K filed by the Company with the Commission on June 30,
1995).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding the legality of the Common Stock being
registered.
23.1 Consent of Ernst & Young LLP, independent certified
public accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in the opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney.
99.1 Mafco Consolidated Group Inc. 1995 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
1. (a) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement; and
(c) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on this 6th day of
November, 1996.
Mafco Consolidated Group Inc.
(Registrant)
By: /s/ James R. Maher
___________________________
James R. Maher
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Chairman of the Board November 7, 1996
______________________ of Directors and
Ronald O. Perelman Director
* Vice Chairman of the November 7, 1996
_______________________ Board of Directors
Howard Gittis and Director
* President, Chief November 7, 1996
________________________ Executive Officer and
James R. Maher Director
(Principal Executive
Officer)
* Executive Vice November 7, 1996
_______________________ President and Chief
Irwin Engelman Financial Officer
(Principal Financial
Officer)
* Vice President and November 7, 1996
_______________________ Controller (Principal
Laurence Winoker Accounting Officer)
* Director November 7, 1996
________________________
Philip E. Beekman
* Director November 7, 1996
________________________
Theo W. Folz
* Director November 7, 1996
_________________________
Jewel S. LaFontant-
Mankarious
* Director November 7, 1996
_________________________
Drew Lewis
* Director November 7, 1996
_________________________
Robert Sargent Shriver III
*Joram C. Salig, by signing his name hereto, does hereby execute
this Registration Statement on behalf of the directors and
officers of the Registrant indicated above by asterisks, pursuant
to powers of Attorney duly executed by such directors and
officers as exhibits to the Registration Statement.
By: /s/ Joram C. Salig
_________________________
Joram C. Salig
Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Description of Page No.
Exhibit
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding
the legality of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP, independent certified
public accountants.
24.1 Powers of Attorney.
EXHIBIT 5.1
November 7, 1996
Board of Directors
Mafco Consolidated Group Inc.
35 East 62nd Street
New York, New York 10021
Re: Mafco Consolidated Group Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Mafco
Consolidated Group Inc., a Delaware corporation (the
"Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities
Act"), of 1,250,000 shares (the "Shares") of the
Company's Common Stock, par value $0.01 per share (the
"Common Stock"), to be issued pursuant to or reserved for
issuance under the Mafco Consolidated Group Inc. 1995
Stock Option Plan (the "Stock Option Plan").
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act.
In connection with this opinion, we have
examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration
Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission (the
"Commission") on November 7, 1996 under the Securities
Act; (ii) the Stock Option Plan; (iii) the Restated
Certificate of Incorporation (the "Certificate of
Incorporation") and the By-Laws (the "By-Laws") of the
Company, in each case as amended to the date hereof; (iv)
certain resolutions of the Board of Directors of the
Company dated December 1, 1995 relating to the adoption
of the Stock Option Plan and the issuance of the Shares;
(v) the certificate of Inspector of Election certifying
that the stockholders of the Company approved the Stock
Option Plan at the 1996 Annual Meeting of Stockholders of
the Company; and (vi) a specimen certificate evidencing
the Shares. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements,
certificates of public officials, certificates of
officers or other representatives of the Company and
others, and such other documents, certificates and
records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed
or photostatic copies and the authenticity of the
originals of such latter documents. In making our
examination of documents executed or to be executed by
parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other,
to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by
such parties of such documents and the validity and
binding effect thereof. As to any facts material to the
opinions expressed herein which we have not independently
established or verified, we have relied upon statements
and representations of officers and other representatives
of the Company and others.
In rendering the opinions set forth below, we
have assumed that prior to the issuance of any Shares,
the Company and the relevant optionee will have duly
entered into stock option agreements in accordance with
the board resolutions examined by us.
Members of our firm are admitted to the bar in
the State of New York, and we do not express any opinion
as to the laws of any jurisdiction other than the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are
of the opinion that the issuance and sale of the Shares
have been duly authorized and when (i) the Registration
Statement becomes effective, (ii) certificates
representing the Shares in the form of the specimen
certificates examined by us have been manually signed by
an authorized officer of the transfer agent and registrar
for the Common Stock and registered by such transfer
agent and registrar, and delivered to and paid for the
plan participants at a price per share not less than the
per share par value of the Common Stock as contemplated
by the Stock Option Plan, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion
with the Commission as Exhibit 5.1 to the Registration
Statement. We also consent to the reference to our firm
under Item 5, Interests of Named Experts and Counsel, of
the Registration Statement. In giving these consents, we
do not hereby admit that we are included in the category
of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8, No.
333- ) pertaining to the Mafco Consolidated Group
Inc. 1995 Stock Option Plan of Mafco Consolidated Group
Inc. and to the incorporation by reference therein of
our report dated February 9, 1996, with respect to the
consolidated financial statements and schedules of Mafco
Consolidated Group Inc. included in its Annual Report on
Form 10-K for the year ended December 31, 1995, filed
with the Securities Exchange Commission.
ERNST & YOUNG LLP
November 7, 1996
New York, New York
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/RONALD O. PERELMAN
____________________________
RONALD O. PERELMAN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/HOWARD GITTIS
HOWARD GITTIS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/JAMES R. MAHER
JAMES R. MAHER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/IRWIN ENGELMAN
IRWIN ENGELMAN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/LAURENCE WINOKER
LAURENCE WINOKER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/PHILIP E. BEEKMAN
PHILIP E. BEEKMAN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/THEO W. FOLZ
THEO W. FOLZ
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/DREW LEWIS
DREW LEWIS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/ROBERT SAREGENT SHRIVER III
ROBERT SAREGENT SHRIVER III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Barry F.
Schwartz, Glenn P. Dickes and Joram C. Salig or any of
them, each acting alone, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all
capacities, in connection with the Mafco Consolidated
Group Inc. (the "Corporation") registration statement on
Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"),
including, without limiting the generality of the
foregoing, to sign the Registration Statement in the name
and on behalf of the undersigned as a director or officer
of the Corporation, and any amendments or supplements to
the Registration Statement, including any and all
stickers and post-effective amendments to the
Registration Statement, with the Securities and Exchange
Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed
these presents this 31st day of October 1996.
/s/JEWEL S. LAFONTANT-MANKARIOUS
JEWEL S. LAFONTANT-MANKARIOUS
