UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Power Control Technologies Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
739228 10 4
(CUSIP Number)
Glenn P. Dickes, 38 East 62nd Street, New York, New York 10021
Telephone (212) 572-8500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 8, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ( ).
Check the following box if a fee is being paid with this statement( ).
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
persons's initial filing on this form with respect to the subject call
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securi-
ties Exchange Act of 1934 ("Act") or otherwise subject to the liabili-
ties of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
This statement amends and supplements the State-
ment on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission by Mafco Consolidated
Group Inc., a Delaware corporation, C&F (Parent) Holdings
Inc., a Delaware corporation, and Mafco Holdings Inc., a
Delaware corporation, in connection with their ownership of
shares of common stock, par value $.01 per share, of Power
Control Technologies Inc., a Delaware corporation. Unless
otherwise defined herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Schedule
13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following at the
end thereof:
"On July 8, 1996, the Board of Directors of Mafco
authorized its management to commence discussions with
PCT in order to determine whether PCT would be inter-
ested in pursuing a possible transaction between PCT
and Mafco, pursuant to which PCT would acquire Mafco's
licorice extract and other flavoring agents manufactur-
ing and distributing business. PCT has indicated to
Mafco that it intends to form a special committee,
which will consist of directors who are not officers or
employees of PCT or any of its affiliates (including
Mafco), to consider on behalf of PCT the terms of any
potential transaction. Any potential transaction would
require the agreement between the parties as to the
principal terms thereof, including price, and the
negotiation of definitive documentation and be subject
to numerous conditions. No assurance can be made that
any such transaction could be consummated on terms
mutually acceptable to the Boards of Directors of Mafco
and PCT."
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information in this
statement is true, complete and correct.
Dated: July 8, 1996
MAFCO HOLDINGS INC.
C&F (PARENT) HOLDINGS INC.
MAFCO CONSOLIDATED GROUP INC.
By: /s/ Glenn P. Dickes
----------------------------
Name: Glenn P. Dickes
Title: Authorized Signatory
----------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
Power Control Technologies Inc
Name of Issuer
Common Stock, Par Value $.01 Per Share
Title of Class of Securities
739228 10 4
CUSIP Number
Glenn P. Dickes, 38 East 62nd Street, New York, New York 10021
Telephone (212) 572-8500
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
February 5, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box ( ).
Check the following box if a fee is being paid with the
statement ( ). (A fee is not required only if the re-
porting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIB-
ITS, SHOULD BE FILED WITH THE COMMISSION. SEE RULE 13D-
1(A) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
*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 disclosures provided in a prior cover page.
The information required on 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).
This statement amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Mafco Consoli-
dated Group Inc., a Delaware corporation, C&F (Parent)
Holdings Inc., a Delaware corporation, and Mafco Holdings
Inc., a Delaware corporation, in connection with their
ownership of shares of common stock, par value $.01 per
share, of Power Control Technologies Inc., a Delaware
corporation. Unless otherwise defined herein, all capi-
talized terms used herein shall have the meanings as-
cribed to them in the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Item 6 is hereby amended to add the following after
the last paragraph thereof:
"On February 5, 1996, all of the shares of PCT
Common Stock and PCT Preferred Stock owned by Mafco
were pledged to secure certain obligations. In
connection with such pledge, Mafco entered into an
agreement with PCT pursuant to which, among other
things, PCT consented to such pledge and to any sale
or other transfer of such shares which may occur
upon exercise of the pledgee's rights thereunder,
subject to the pledgee's agreement to abide by
certain procedures intended to ensure compliance
with the restrictions on transfers of shares of PCT
Common Stock contained in the PCT Charter and in
PCT's By-Laws."
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following at the
end thereof:
"Exhibit 6: Agreement, dated as of February 5,
1996, among Power Control Technolo-
gies Inc. and Mafco Consolidated
Group Inc."
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: February 8, 1996
MAFCO HOLDINGS INC.
C&F (PARENT) HOLDINGS INC.
MAFCO CONSOLIDATED GROUP INC.
By: /s/ Glen P. Dickes
----------------------------
Name: Glenn P. Dickes
Title: Authorized Signatory
Exhibits.
Exhibit 6: Agreement, dated as of February 5, 1996,
among Power Control Technologies Inc.,
Mafco Consolidated Group Inc. and Pneumo
Abex Corporation
Exhibit 6
POWER CONTROL TECHNOLOGIES INC.
February 5, 1996
Mafco Consolidated Group Inc.
35 East 62nd Street
New York, NY 10021
Gentlemen:
Reference is made to (i) the letter agreement
(the "Shareholder's Agreement") dated June 26, 1995
between Power Control Technologies Inc. ("PCT") and Mafco
Consolidated Group Inc. ("MCG") pursuant to which MCG
agreed to certain restrictions on the transfer of PCT
stock owned by MCG, and (ii) the Registration Rights
Agreement dated as of June 15, 1995 between PCT and MCG
(as amended by the Shareholder's Agreement, the "Regis-
tration Rights Agreement").
1. PCT acknowledges that on the date hereof
MCG is pledging (the "Pledge") the shares of PCT stock
owned by MCG (together with any shares of PCT received
upon conversion or otherwise in respect thereof, the
"Pledged Shares") to secure MCG's guaranty of certain
obligations of Pneumo Abex Corporation to a bank (the
"Bank"). PCT hereby consents to the Pledge, to any
foreclosure of the Pledge and to any sale or other trans-
fer of the Pledged Shares upon exercise of the Bank's
remedies under the Pledge, provided that the Bank:
(a) agrees to cooperate with PCT in
ensuring that all certificates evidencing the Pledged
Shares contain appropriate legends with respect to the
restrictions referred to below;
(b) acknowledges that transfers of PCT
stock are subject to certain restrictions set forth in
Article ELEVENTH of the Certificate of Incorporation of
PCT (the "PCT Charter") and in Article THIRTEEN of the
PCT By-Laws;
(c) agrees that if the Bank proposes to
transfer any Pledged Shares in any manner other than (A)
pursuant to an underwritten public offering or (B) in a
brokerage transaction involving less than 50,000 shares
of PCT stock, it shall not consummate any such transfer
without having delivered to PCT an undertaking of each
transferee to the effect that (i) such transferee will
not be a 5% Holder (as defined in the PCT Charter) after
giving effect to such transfer unless such transferee
does not beneficially own directly or through attribution
(as determined under Section 382 of the Internal Revenue
Code of 1986, as amended from time to time) any shares of
stock of PCT other than such shares to be acquired in
such transfer, and (ii) in consideration of such trans-
fer, such transferee agrees for the benefit of PCT to be
bound by and comply with Article ELEVENTH of the PCT
Charter as then in effect and Article THIRTEEN of the PCT
By-Laws as then in effect; and
(d) agrees that if the Bank proposes to
transfer any Pledged Shares pursuant to an underwritten
public offering, the Bank shall cooperate with PCT in
taking reasonable measures to monitor compliance with the
provisions of Article ELEVENTH of the PCT Charter as then
in effect and Article THIRTEEN of the PCT By-Laws as then
in effect, including without limitation by making appro-
priate disclosure in reasonably prominent fashion of the
restrictions on transfer set forth therein.
2. PCT and MCG hereby acknowledge that the
amendment of the Registration Rights Agreement contained
in the Shareholder's Agreement, which provides that the
PCT Common Stock owned by MCG (the "PCT Shares") shall
constitute "Registrable Shares" within the meaning of the
Registration Rights Agreement, was intended to give the
PCT Shares all the rights afforded to Registrable Shares
under the Registration Rights Agreement. Accordingly,
PCT and MCG hereby agree that Section 7.4 of the Regis-
tration Rights Agreement is amended (a) to add a new
paragraph (iv) as set forth below and (b) to renumber the
existing paragraph (iv) as paragraph (v) and to amend and
restate it to read in its entirety as set forth below:
"(iv) To the extent that, as permitted by
Article ELEVENTH of the Certificate of Incorporation
of Aerospace and the letter agreement (the
"Shareholder's Agreement") dated June 26, 1995
bewteen Aerospace and Mafco Consolidated and any
consent thereunder, any PCT Shares (as defined in
the Shareholder's Agreement) shall be pledged to one
or more Pledgees, the rights granted to Mafco con-
solidated with respect to the PCT Shares under this
Agreement (as amended by the Shareholder's Agreement
to include the PCT Shares) may be assigned to such
Pledgees.
(v) If Mafco Consolidated's rights are as-
signed pursuant to paragraph (ii), (iii) or (iv)
above, the obligations of Aerospace hereunder shall
inure to the benefit of any such Pledgee. Upon the
occurrence of any pledge contemplated by paragraph
(ii), (iii) or (iv), at the request of the Pledgee,
Aerospace shall enter into a registration rights
agreement with such Pledgee upon terms and condi-
tions that are identical in substance to the terms
and conditions contained herein, with respect to the
Conversion Shares underlying the Convertible Pre-
ferred Shares, the Conversion Shares or the PCT
Shares, as the case may be."
Please acknowledge your agreement with the
foregoing by signing in the space below on a copy of this
letter.
Sincerely,
POWER CONTROL TECHNOLOGIES INC.
By:_______________________________
Acknowledged and Agreed:
MAFCO CONSOLIDATED GROUP INC.
By:_____________________________
Please acknowledge your agreement with the
foregoing by signing in the space below on a copy of this
letter.
Sincerely,
POWER CONTROL TECHNOLOGIES INC.
By:_______________________________
Acknowledged and Agreed:
MAFCO CONSOLIDATED GROUP INC.
By:_____________________________
Glenn P. Dickes
Vice President
----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Power Control Technologies Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
739228 10 4
(CUSIP Number)
Glenn P. Dickes, 38 East 62nd Street, New York, New York 10021
Telephone (212) 572-8500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 17, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box ( ).
Check the following box if a fee is being paid with the
statement ( ). (A fee is not required only if the re-
porting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (SEE RULE 13D-7.)
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIB-
ITS, SHOULD BE FILED WITH THE COMMISSION. SEE RULE 13D-
1(A) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
*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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP NO. 739228 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mafco Consolidated Group Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO and WC (see item 3 below)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALL
OWNED BY 8 SHARED VOTING POWER
EACH 8,439,400
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
8,439,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,439,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 739228 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C&F (Parent) Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALL
OWNED BY 8 SHARED VOTING POWER
EACH 8,439,400
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
8,439,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,439,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14 TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
CUSIP NO. 739228 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mafco Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALL
OWNED BY 8 SHARED VOTING POWER
EACH 8,439,400
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
8,439,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,439,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
This statement amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") filed with the Securi-
ties and Exchange Commission by Mafco Consolidated Group
Inc., a Delaware corporation, C&F (Parent) Holdings Inc.,
a Delaware corporation, and Mafco Holdings Inc., a Dela-
ware corporation, in connection with their ownership of
shares of common stock, par value $.01 per share, of
Power Control Technologies Inc., a Delaware corporation.
Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings ascribed to them in
the Schedule 13D.
Item 2:Identify and Background.
Item 2 is hereby amended to add the following at
the end of the third paragraph of Items 2(a) -
2(c):
"A restated Schedule I including the business
address and occupation or employment information
for James Maher, who was appointed as a director
and an executive officer of Mafco on June 28,
1995, and Robert Day, who was appointed as a
director of Mafco on June 28, 1995, is attached
hereto."
Item 3:Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following at
the end of the last paragraph thereof:
"On July 17, 1995, Mafco consummated such pur-
chase of 5,939,400 shares of PCT Common Stock."
Item 4:
Purpose of Transaction.
Item 4 is hereby amended to add the following at
the end of the second paragraph thereof:
"On June 29, 1995, the size of the PCT Board was
increased by three members, Ronald O. Perelman,
Howard Gittis and Lance Liebman. Mr. Gittis and
Mr. Perelman are officers of Mafco."
Item 4 is hereby amended to add the following
after the last paragraph thereof:
"On July 17, 1995, the transactions contemplated
by the Libra Agreement were consummated, includ-
ing the purchase by Mafco of 5,939,400 shares of
PCT Common Stock."
Item 5:Interest in Securities of the Issuer:
Item 5(a):
The first and second sentences of the first para-
graph of Item 5(a) are hereby deleted and re-
placed with the following:
"As of the date of this Schedule, there were
20,656,342 shares of PCT Common Stock outstand-
ing. Mafco owns of record 5,939,400 shares of
PCT Common Stock and all of the outstanding share
of PCT Preferred Stock."
Item 5(a) is hereby amended to add the following
sentence at the end of the first paragraph there-
of:
"Giving effect to the conversion of the 20,000
shares of PCT Preferred Stock owned by Mafco,
Mafco beneficially owns 8,439,400 shares of PCT
Common Stock, representing 36.4% of the shares of
PCT Common Stock currently outstanding on a fully
diluted basis."
The second paragraph of Item 5(a) is hereby
amended and restated in its entirety as follows:
"By virtue of C&F Parent's ownership of in excess
of a majority of the outstanding shares of Mafco
Common Stock Mafco Holdings' indirect ownership
of 100% of the outstanding capital stock of C&F
Parent and Ronald O. Perelman's ownership of 100%
of the outstanding capital stock of Mafco Hold-
ings, C&F Parent, Mafco Holdings and Mr. Perelman
may each be deemed to be the beneficial owner
with shred power to vote and direct the disposi-
tion of 8,439,400 shares of PCT Common Stock."
The third paragraph of Item 5(a) is hereby delet-
ed.
The last sentence of the paragraph of Item 5(a)
is hereby deleted and replaced with the follow-
ing:
"To the knowledge of Mafco, Robert Day, one of
the directors of Mafco, owns 6,125 shares of PCT
Common Stock, as to which he has the sole power
to vote and direct the disposition. Such shares
were received by him in connection with the Merg-
er in exchange for 1,125 shares of Mafco Common
Stock and 5,000 Restricted Units held by him
prior to the Merger. To the knowledge of Mafco,
other than Messrs. Perelman, Beekman, Day and
Shriver, none of the directors or executive offi-
cers of Mafco, C&F Parent or Mafco Holdings own
any PCT Common Stock."
Signature
After reasonable inquiry and to the best of my
knowledge and belief I certify that the information set
forth in this statement if true, complete and correct.
Dated: July ___, 1995
MAFCO HOLDINGS INC.
C&F (PARENT) HOLDINGS INC.
MAFCO CONSOLIDATED GROUP INC.
By: /s/ Glenn P. Dickes
---------------------------
Name: Glenn P. Dickes
Title: Authorized Signatory
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF MAFCO HOLDINGS INC., C&F (PARENT) HOLDINGS INC.
AND MAFCO CONSOLIDATED GROUP INC.
The name, business address, present principal
occupation or employment, and the name, principal busi-
ness and address of any corporation or other organization
in which such employment is conducted, of each of the
directors and executive officers of Mafco Holdings Inc.,
C&F (Parent) Holdings Inc. and Mafco Consolidated Group
Inc. is set forth below. If no business address is
given, the director's or officer's address is Mafco
Holdings Inc., 35 East 62nd Street, New York, New York
10021.
MAFCO HOLDINGS INC.
Name and Position
(if different from
Principal Occupation Present Principal Occupation or
or Employment) Employment and Address
Ronald O. Perelman Director, Chairman and
Chief Executive Officer of Mafco
Holding Inc.
Donald Drapkin Director and Vice Chairman of
Mafco Holdings Inc.
Irwin Engelman Director, Executive Vice Presi-
dent and Chief Financial Officer
of Mafco Holdings Inc.
Howard Gittis Director and Vice Chairman of
Mafco Holdings Inc.
Bruce Slovin Director and President of
Mafco Holdings Inc.
Barry F. Schwartz Executive Vice President and
General Counsel of Mafco Hold-
ings Inc.
C&F (PARENT) HOLDINGS INC.
Name and Position
(if different from Present Principal Occupation or
Principal Employment Employment and Address
Ronald O. Perelman Director, Chairman and
Director, Chairman Chief Executive Officer of Mafco
and Chief Executive Holding Inc.
Officer
Howard Gittis Director and Vice Chairman of
Director and Mafco Holdings Inc.
Vice Chairman
Theo W. Folz President and Chief Executive
President Executive Officer of the
Tobacco Products Group
Mafco Consolidated Group Inc.
5900 North Andrews Avenue
Fort Lauderdale, FL 33309-7098
Irwin Engelman Director, Executive Vice Presi-
Executive Vice Presi- dent and Chief Financial Officer
dent and Chief Finan- of Mafco Holdings Inc.
cial Officer
Barry F. Schwartz Executive Vice President and
Executive Vice Presi- General Counsel of Mafco Hold-
dent and General ings Inc.
Counsel
MAFCO CONSOLIDATED GROUP INC.
Name and Position
(if different from
Principal Occupation Present Principal Occupation
or Employment) or Employment and Address
Ronald O. Perelman Director, Chairman and
Director and Chairman Chief Executive Officer of
Mafco Holding Inc.
Howard Gittis Director and Vice Chairman of
Director and Mafco Holdings Inc.
Vice Chairman
James R. Maher Chief Executive Officer
Director and President of Mafco Consol-
idated Group Inc.
Theo W. Folz President and Chief Executive
Director Officer of the Tobacco Prod-
ucts Group
Mafco Consolidated Group Inc.
5900 North Andrews Ave.
Fort Lauderdale, FL 33309
Irwin Engelman Director, Executive Vice Pres-
Executive Vice Presi- ident and Chief Financial Of-
dent and Chief Finan- ficer of Mafco Holdings Inc.
cial Officer
Barry F. Schwartz Executive Vice President and
Executive Vice Presi- General Counsel of Mafco Hold-
dent and General Coun- ings Inc.
sel
Gary R. Ellis Senior Vice President and
Chief
Financial Officer of the To-
bacco Products Group
Mafco Consolidated Group Inc.
5900 North Andrews Ave.
Fort Lauderdale, FL 33309-
7098
Philip E. Beekman President of Owl Hollow Enter-
Director prises
301 South Sheridan Avenue
Indianapolis, IN 46219
Robert A. Day Chairman of the Board of Trust
Director Company of the West
865 South Figueroa Street
Suite 1800
Los Angeles, CA 90017
Jewel S. LaFontant- Partner, Holleb and Coff
Mankarious 55 East Monroe Street
Director Suite 4100
Chicago, IL 60603
Robert Sargent Shriver President of Special Olympics
Director Productions, Inc. (sports)
1440 South Sepulveda Boulevard
Suite 2200
Los Angeles, CA 90025
----------------------------------------------------------------------------
UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-1045
WASHINGTON, D.C. 20549 Expires: October
31, 1997
SCHEDULE 13D Estimated average
burden hours per
response 14.90
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Power Control Technologies Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
739228 10 4
(CUSIP Number)
Glenn P. Dickes, 38 East 62nd Street, New York, New York 10021
Tel. (212) 572-8500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 15, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the follow-
ing box ( ).
Check the following box if a fee is being paid with the statement (X). (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP NO. 739228 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mafco Consolidated Group Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (see item 3 below)
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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
SCHEDULE 13D
CUSIP NO. 739228 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C&F (Parent) Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (see item 3 below)
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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
SCHEDULE 13D
CUSIP NO. 739228 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mafco Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3 below)
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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH
10 SHARED DISPOSITIVE POWER
2,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
Item 1: Security and Issuer.
Common Stock, par value $.01 per share
(the "PCT Common Stock")
POWER CONTROL TECHNOLOGIES INC. ("PCT")
2220 Palmer Avenue
Kalamazoo, Michigan 49001-4165
Item 2: Identity and Background.
Items 2(a)-2(c): The shares of PCT Common Stock covered
by this Schedule are issuable upon con-
version of 20,000 shares of Series A 8%
Convertible Redeemable Preferred Stock
of PCT (the "PCT Preferred Stock")
owned of record by Mafco Consolidated
Group Inc. ("Mafco"). C&F (Parent)
Holdings Inc. ("C&F Parent") owns 80%
of the outstanding common stock of
Mafco (the "Mafco Common Stock"). Con-
solidated Cigar II Holdings Inc. ("Ci-
gar Parent") and Flavors (Parent) Hold-
ings Inc. ("Flavors Parent") each owns
50% of the capital stock of C&F Parent.
Cigar Parent and Flavors Parent are
each wholly owned subsidiaries of Mafco
Holdings Inc. ("Mafco Holdings").
Mafco Holdings is a diversified holding
company. All of the capital stock of
Mafco Holdings is owned by Ronald O.
Perelman.
The business address of each of Mafco
Holdings, Cigar Parent, Flavors Parent,
C&F Parent and Mafco is 35 East 62nd
Street, New York, New York 10021.
The identity, business address and oc-
cupation or employment information for
the directors and executive officers of
each of Mafco, C&F Parent and Mafco
Holdings is set forth on Schedule I
attached hereto.
Item 2(d): None.
Item 2(e): None.
Item 2(f): Mafco Holdings, Cigar Parent, Flavors
Parent, C&F Parent and Mafco are each
Delaware corporations. Mr. Perelman
and each of the other directors and
executive officers of Mafco, C&F Parent
and Mafco Holdings is a United States
citizen.
Item 3: Source and Amount of Funds or Other
Consideration.
All of the PCT Preferred Stock was ac-
quired by Mafco as part of a recapital-
ization of PCT (the "Recapitalization")
that was implemented in connection with
a merger (the "Merger") of a wholly
owned subsidiary of C&F Parent with and
into Mafco. Mafco was the surviving
corporation in the Merger, which was
consummated on June 15, 1995. Immedi-
ately prior to the Recapitalization,
Mafco owned all of the outstanding PCT
Common Stock, which constituted the
only outstanding capital stock of PCT.
Immediately after the Recapitalization,
Mafco owned all of the outstanding PCT
Preferred Stock and the PCT Common
Stock, which together constituted the
only outstanding capital stock of PCT.
In connection with the Merger, assets
and liabilities related to Mafco's
aerospace business were generally re-
tained by PCT and the remaining assets
and liabilities were transferred to
another subsidiary of Mafco. Pursuant
to the Merger, the holders of Mafco
Common Stock and certain rights to ac-
quire such stock immediately prior to
the effective time of the Merger re-
ceived collectively 20% of the out-
standing Mafco Common Stock, 100% of
the outstanding PCT Common Stock and
100% of the Value Support Rights (the
"VSRs") issued by MVR Inc., a subsid-
iary of Mafco ("MVR") and guaranteed by
Mafco. See Item 6 for a brief descrip-
tion of the VSRs.
As more fully described in Item 6,
Mafco has entered into an agreement,
subject to certain conditions, to ac-
quire an additional 5,939,400 shares of
PCT Common Stock. If such purchase is
consummated, Mafco intends to finance
such purchase from its available work-
ing capital.
Item 4: Purpose of Transaction.
Pursuant to the Recapitalization, Mafco
acquired all of the PCT Preferred
Stock. The Recapitalization was imple-
mented in connection with the Merger
pursuant to which, among other things,
the outstanding PCT Common Stock was
distributed to the holders of Mafco
Common Stock and certain rights to ac-
quire such stock immediately prior to
the effective time of the Merger. The
Recapitalization, the Merger and relat-
ed transactions were implemented, among
other reasons, based on the belief of
PCT's management that such transactions
will allow management to focus more
closely on improving day to day opera-
tions, to actively pursue opportunities
for increasing PCT's businesses of ser-
vicing both its own and its
competitors' equipment on behalf of its
customers and to continue the trend of
recent years to increase the proportion
of PCT's revenues derived from its com-
mercial as opposed to military activi-
ties. PCT's management will also re-
view other strategies to increase
stockholder value, which could include
a sale of PCT, a strategic alliance
with another company in the aerospace
industry, acquisitions or other busi-
ness combinations.
As of the date of this Schedule, the
Board of Directors of PCT (the "PCT
Board") is composed of six directors,
three of whom are officers of Mafco
Holdings and one of whom is an officer
of PCT. Although neither Mafco nor
Mafco Holdings has a contractual right
or sufficient stock ownership to ensure
that officers of Mafco or Mafco Hold-
ings will continue to hold seats on the
PCT Board, it is anticipated that they
will seek to do so for the foreseeable
future. Mafco is considering proposing
an increase in the size of, and the
election of new members to, the PCT
Board.
Mafco intends to monitor its investment
in PCT with a view to determining
whether to increase or decrease its
ownership in PCT, subject to certain
restrictions on acquisitions or trans-
fers of shares of PCT Common Stock con-
tained in PCT's Restated Certificate of
Incorporation (the "PCT Charter"). The
restrictions contained in the PCT Char-
ter generally restrict until July 31,
1999 acquisitions by Mafco of addition-
al shares of PCT Common Stock, and cer-
tain dispositions by Mafco of the PCT
Preferred Stock or PCT Common Stock
upon conversion thereof, unless ap-
proved by the PCT Board.
Mafco has entered into an agreement
(the "Libra Agreement"), subject to
certain conditions, to acquire from
Libra Invest & Trade Ltd. 5,939,400
shares of PCT Common Stock and VSRs and
1,484,850 shares of Mafco Common Stock,
with a view to retaining the shares of
PCT Common Stock, cancelling the VSRs
and reselling such shares of Mafco Com-
mon Stock, subject to market condi-
tions. The PCT Board has provided the
necessary authorization to permit the
acquisition of such shares of PCT Com-
mon Stock. In connection therewith,
PCT and Mafco entered into an agreement
pursuant to which Mafco has agreed to
certain additional limitations on its
ability to dispose of its shares of PCT
Common Stock or PCT Preferred Stock for
a period of three years and PCT has
agreed to treat the shares so acquired
as "Registrable Shares" under the Reg-
istration Rights Agreement described in
Item 6.
Item 5: Interest in Securities of the Issuer.
Item 5(a): As of the date of this Schedule, there
were 20,667,142 shares of PCT Common
Stock outstanding. Mafco owns all of
the 20,000 outstanding shares of PCT
Preferred Stock. The PCT Preferred
Stock is non-voting except under cer-
tain circumstances and has a liquida-
tion value of $1,000 per share, plus an
amount equal to all accrued and unpaid
dividends to the date of the final dis-
tribution. The PCT Preferred Stock is
convertible, at the option of Mafco, at
any time after September 13, 1995, into
shares of PCT Common Stock at a rate of
125 shares of PCT Common Stock for each
share of PCT Preferred Stock, subject
to adjustment in certain situations,
including payment of dividends or dis-
tributions in shares of Power Control
Common Stock, any subdivision, reclas-
sification or combination of shares of
PCT Common Stock, or certain rights
offerings and similar issuances for
consideration valued at less than the
market value of the PCT Common Stock.
The PCT Preferred Stock owned by Mafco
is thus convertible into 2.5 million
shares of PCT Common Stock (represent-
ing approximately 11% of the shares of
PCT Common Stock currently outstanding
on a fully diluted basis).
By virtue of C&F Parent's ownership of
80% of the outstanding shares of Mafco
Common Stock, Mafco Holdings' indirect
ownership of 100% of the outstanding
capital stock of C&F Parent and Ronald
O. Perelman's ownership of 100% of the
outstanding capital stock of Mafco
Holdings, C&F & Parent, Mafco Holdings
and Mr. Perelman may each be deemed to
be the beneficial owner with shared
power to vote and direct the disposi-
tion of 2,500,000 shares of PCT Common
Stock.
See Item 4 for a description of an
agreement pursuant to which Mafco has
agreed, subject to certain conditions,
to acquire an additional 5,939,400
shares of PCT Common Stock.
To the knowledge of Mafco, Philip E.
Beekman, one of the directors of Mafco,
owns 15,900 shares of PCT Common Stock,
as to which he has the sole power to
vote and direct the disposition. Such
shares were received by him in connec-
tion with the Merger in exchange for
10,900 shares of Mafco Common Stock and
5,000 Restricted Units held by him pri-
or to the Merger. To the knowledge of
Mafco, Robert Sargent Shriver, III,
another director of Mafco, owns 10,000
shares of PCT Common Stock, as to which
he has the sole power to vote and di-
rect the disposition. Such shares were
received by him in connection with the
Merger in exchange for 10,000 shares of
Mafco Common Stock. To the knowledge
of Mafco, other than Messrs. Perelman,
Beekman and Shriver, none of the direc-
tors or executive officers of Mafco,
C&F Parent or Mafco Holding, own any
PCT Common Stock.
Item 5(b): See Item 5(a)
Item 5(c): None.
Item 5(d): Not applicable.
Item 5(e): Not applicable.
Item 6: Contracts, Arrangements, Understandings
or Relationships with Respect to Secu-
rities of the Issuer.
On June 15, 1995, Mafco and PCT entered
into a Registration Rights Agreement
(the "Registration Rights Agreement").
Pursuant to the Registration Rights
Agreement, Mafco has the right to re-
quire PCT to use its best efforts to
register under the Securities Act of
1933, as amended (the "Securities
Act"), and the securities or blue sky
laws of any jurisdiction designated by
Mafco all or a portion of the issued
and outstanding PCT Common Stock, if
any, retained (the "Retained Shares")
by Mafco in the Merger (as a result of
the exercise of appraisal rights) or
issuable upon conversion (the "Conver-
sion Shares") of the PCT Preferred
Stock (collectively, the "Registrable
Shares"). Such demand rights are sub-
ject to the conditions that PCT will
not be required to (i) effect a demand
registration more than once in any nine
month period, (ii) effect more than one
demand registration with respect to the
Retained Shares and two demand regis-
trations with respect to the Conversion
Shares, or (iii) file a registration
statement during periods (not to exceed
three months) (a) when PCT is contem-
plating a public offering, (b) when PCT
is in possession of certain material
non-public information, or (c) when
audited financial statements are not
available and their inclusion in a reg-
istration statement is required. In
addition, and subject to certain condi-
tions described in the Registration
Rights Agreement, if at any time PCT
proposes to register under the Securi-
ties Act an offering of PCT Common
Stock or any other class of equity se-
curities, then Mafco would have the
right to require PCT to use its best
efforts to effect the registration un-
der the Securities Act and the securi-
ties or blue sky laws of any jurisdic-
tion designated by Mafco of all or a
portion of the Registrable Shares as
designated by Mafco. PCT would be re-
sponsible for all expenses relating to
the performance of, or compliance with,
the Registration Rights Agreement ex-
cept that Mafco would be responsible
for underwriters' discounts and selling
commissions with respect to the Regis-
trable Shares being sold.
The VSRs are designed to help ensure
that, within a stated time period and
subject to certain limitations, the
combined market value of the shares of
PCT Common Stock and Mafco Common Stock
received in the Merger by Mafco's
stockholders immediately prior to the
effective time of the Merger is likely
to be at least $10 per share of Mafco
Common Stock so held. Each VSR will
entitle the holder thereof to a payment
of up to $3 per VSR (or up to $4 per
VSR if MVR exercises the extension fea-
ture referred to below), payable, at
the option of Mafco, in either cash or
notes from Mafco if the combined trad-
ing price of the shares (subject to
adjustment in certain events) of Mafco
Common Stock and PCT Common Stock does
not meet certain performance objectives
within three years after the Merger
(or, if MVR elects to extend such peri-
od, four years after the Merger). The
VSRs may under certain circumstances
expire or be redeemed prior to maturi-
ty.
Item 7: Material to be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger, dated as
of January 6, 1995, as amended, by and
between Abex Inc. and Mafco Holdings
Inc.
Exhibit 2: Registration Rights Agreement, dated as
of June 15, 1995, by and between Abex
Inc. and Power Control Technologies
Inc.
Exhibit 3: Value Support Rights Agreement, dated
as of June 15, 1995, by and among MVR
Inc., as issuer, Mafco Consolidated
Group Inc., as guarantor, and Nations-
Bank of Georgia, National Association,
as trustee.
Exhibit 4: Securities Purchase Agreement, dated as
of June 26, 1995, by and between Libra
Invest and Trade Ltd. and Mafco Consol-
idated Group Inc.
Exhibit 5: Agreement, dated as of June 26, 1995,
by and between Mafco Consolidated Group
Inc., and Power Control Technologies
Inc.
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: June 26, 1995
MAFCO HOLDINGS INC.
C&F (PARENT) HOLDINGS INC.
MAFCO CONSOLIDATED GROUP INC.
By: /s/Glenn P. Dickes
-----------------------
Name: Glenn P. Dickes
Title: Authorized Signatory
