SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 9, 1997
Mafco Consolidated Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 01-11240 02-0424104
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
35 East 62nd Street, New York, New York 10021
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 572-8600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On July 9, 1997, Mafco Consolidated Holdings
Inc., a Delaware corporation ("Parent"), Mafco
Consolidated Group Inc., a Delaware corporation
("Mafco"), and MCG Acquisition Inc., a Delaware
corporation (the "Purchaser"), consummated the
transactions contemplated by an Agreement and Plan of
Merger, dated as of February 20, 1997 (the "Merger
Agreement"), by and among Mafco, Parent and the
Purchaser. Pursuant to the Merger Agreement, the
Purchaser was merged with and into Mafco with Mafco being
the surviving corporation, the directors of the Purchaser
becoming the directors of Mafco and Mafco becoming a
wholly owned subsidiary of Parent. Also pursuant to the
Merger Agreement, each share of common stock, par value
$01 per share, of Mafco (other than shares held by Parent
or any of its subsidiaries) was converted into the right
to receive $33.50.
A copy of the Merger Agreement is filed
herewith as Exhibit 2.1 and is incorporated herein by
reference. The foregoing summary of the Merger Agreement
does not purport to be complete and is qualified in its
entirety by reference to the provisions of such
agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a)-(b) Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of
February 20, 1997, by and among Mafco
Consolidated Holdings Inc., Mafco Consolidated
Group Inc. and MCG Acquisition Inc.
(incorporated by reference to Exhibit 6 of
Amendment No. 4 to Schedule 13D dated February
24, 1997, filed by Mafco Holdings Inc. and
Mafco Consolidated Holdings Inc. with respect
to Mafco Consolidated Group Inc.).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: July 9, 1997
MAFCO CONSOLIDATED GROUP INC.
By: /s/ Barry F. Schwartz
Name: Barry F. Schwartz
Title: Executive Vice President
EXHIBIT INDEX
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of
February 20, 1997, by and among Mafco
Consolidated Holdings Inc., Mafco Consolidated
Group Inc. and MCG Acquisition Inc.
(incorporated by reference to Exhibit 6 of
Amendment No. 4 to Schedule 13D dated February
24, 1997, filed by Mafco Holdings Inc. and
Mafco Consolidated Holdings Inc. with respect
to Mafco Consolidated Group Inc.).
