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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
POWER CONTROL TECHNOLOGIES INC.
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(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of class of securities)
739228-10-4
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(CUSIP number)
Glenn P. Dickes
625 Madison Avenue - 12th Floor
New York, New York 10021
(212) 572-8600
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(Name, address and telephone number of person
authorized to receive notices and communications)
with a copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
NOVEMBER 25, 1996
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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 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 |_|.
Exhibit Index on Page 5
Page 1 of 5 Pages
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This statement amends and supplements the Statement on
Schedule 13D, as amended (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 2. Identity and Background.
Items 2(a)-2(c) are hereby amended by adding the following
at the end thereof:
On April 10, 1996, C&F Parent changed its name to Mafco
Consolidated Holdings Inc.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following at the end
thereof:
"On November 25, 1996, Mafco and PCT consummated the
transactions contemplated by the Purchase Agreement. Pursuant to the
Purchase Agreement, Purchaser acquired from Mafco all the Shares of
Flavors and 23,156,502 VSRs, which were issued pursuant to the VSR
Agreement. Flavors, through its wholly owned subsidiary Mafco Worldwide
Corporation, a Delaware corporation ("Mafco Worldwide"), operates a
licorice extract and other flavoring agents manufacturing and distributing
business.
In consideration for the Shares and VSRs, Purchaser paid
Mafco cash in the amount of $180 million. In addition, Purchaser will pay
Mafco deferred cash payments of $3.7 million on June 30, 1997 and $3.5 million
on December 31, 1997.
It is anticipated that the VSRs will be distributed to all
holders of PCT Common Stock and PCT Preferred Stock promptly following the
effectiveness of a
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registration statement filed by Mafco with the Securities
and Exchange Commission.
Immediately following the acquisition of Flavors, Purchaser
contributed all outstanding shares of common stock of Pneumo Abex Corporation,
a Delaware corporation ("Pneumo Abex"), to Flavors and Flavors contributed
such shares to Mafco Worldwide, which resulted in Pneumo Abex becoming a
wholly owned subsidiary of Mafco Worldwide. On November 25, 1996, Mafco
Worldwide merged with and into Pneumo Abex with Pneumo Abex being the
surviving corporation, the directors of Mafco Worldwide becoming the directors
of Pneumo Abex and Pneumo Abex becoming a wholly owned subsidiary of Flavors."
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to restate Exhibit 8 in its entirety as
follows:
Exhibit 8. Value Support Rights Agreement, dated
November 25, 1996, between Mafco
Consolidated Group Inc. and American
Stock Transfer & Trust Company, as
the trustee (incorporated by
reference from Exhibit 4.1 to Mafco
Consolidated Group Inc.'s Current Re-
port on Form 8-K filed on November
27, 1996).
3
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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: November 27, 1996
MAFCO HOLDINGS INC.
MAFCO CONSOLIDATED HOLDINGS INC.
MAFCO CONSOLIDATED GROUP INC.
By: /s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Authorized Signatory
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Exhibit Index
Exhibit
8 Value Support Rights Agreement, dated November 25, 1996,
between Mafco Consolidated Group Inc. and American Stock
Transfer & Trust Company, as the trustee (incorporated by
reference from Exhibit 4.1 to Mafco Consolidated Group
Inc.'s Current Report on Form 8-K filed on November 27,
1996).
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