SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MAFCO CONSOLIDATED GROUP INC.
(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
559025 10 1
(CUSIP number)
Barry F. Schwartz
35 East 62nd Street
New York, New York 10021
(212) 572-8600
(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
JULY 9, 1997
(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 ( ).
CUSIP No. 559025 10 1
13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mafco Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 1000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ( )
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
HC
CUSIP No. 559025 10 1
13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mafco Consolidated Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 1000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ( )
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
HC
This statement amends and supplements the
Statement on Schedule 13D, as amended (the "Schedule
13D"), filed with the Securities and Exchange Commission
by Mafco Holdings Inc., a Delaware corporation ("Mafco
Holdings"), and Mafco Consolidated Holdings Inc., a
Delaware corporation ("Mafco Consolidated Holdings"), in
connection with their ownership of shares of common
stock, par value $.01 per share, of Mafco Consolidated
Group Inc., a Delaware corporation ("Mafco"). 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 9, 1997, Mafco Consolidated Holdings,
Mafco and the Purchaser consummated the transactions
contemplated by the Merger Agreement, pursuant to which
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 Mafco Consolidated
Holdings. Pursuant to the Merger Agreement, each share
of Mafco Common Stock (other than shares held by Mafco
Consolidated Holdings or any of its subsidiaries) was
converted into the right to receive $33.50."
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to add the following
at the end thereof:
"As of July 9, 1997, there were 1000 shares of
Mafco Common Stock outstanding. Of such shares, Mafco
Consolidated Holdings owns directly 1000 shares, which
represent 100% of the total number of shares outstanding.
By virtue of Mafco Holdings indirect ownership of 100% of
the outstanding capital stock of Mafco Consolidated
Holdings and Ronald O. Perelman's ownership of 100% of
the outstanding capital stock of Mafco Holdings, Mafco
Holdings and Mr. Perelman may each be deemed to be the
beneficial owner with shared power to vote and direct the
disposition of 1000 shares of Mafco Common Stock.
The information set forth in Item 4 above is
hereby incorporated by reference."
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 9, 1997
MAFCO HOLDINGS INC.
MAFCO CONSOLIDATED HOLDINGS INC.
By: /s/ Barry F. Schwartz
Name: Barry F. Schwartz
Title: Executive Vice President
