SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Mafco Consolidated Group Inc.
(Name of issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
559025 10 1
(CUSIP number)
Glenn P. Dickes
625 Madison Avenue - 11th Floor
New York, New York 10021
(212) 572-8500
(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
January 30, 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 |_|.
Check the following box if a fee is being paid with the
statement |_|.
This statement amends and supplements the Statement on
Schedule 13D, as amended (the "Schedule 13D"), filed with the Securities
and Exchange Commission by C&F (Parent) Holdings Inc., a Delaware
corporation, and Mafco Holdings Inc., a Delaware corporation ("Mafco
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 January 30, 1997, Mafco Holdings revised its proposal to
acquire all publicly held shares of Mafco Common Stock at a price of
$38.50 per share in cash. Under the revised proposal, the $38.50 per
share price would be adjusted upward to the extent that the gross
proceeds per share received by Mafco on the closing of its proposed
offering of shares of Cigar Common Stock was greater than $24.50. Under
the original proposal, the $38.50 per share price would also have been
adjusted downward for any decrease below $24.50 per share received by
Mafco in the proposed Consolidated Cigar offering. Under the revised
proposal, the downward adjustment has been eliminated.
Mafco also announced that Consolidated Cigar has filed a
registration statement with the Securities Exchange Commission covering
5,000,000 shares of Cigar Common Stock, to be underwritten by a group
led by Goldman, Sachs & Co., subject to prevailing market conditions.
All shares of Cigar Common Stock to be sold are owned by Mafco and
Consolidated Cigar will not be selling any shares. Mafco also said it
has determined not to proceed with a proposed offering of $150,000,000
principal amount of Mafco notes exchangeable for shares of Cigar Common
Stock.
In response to Mafco Holdings' proposal Mafco formed a special
committee of independent directors, to be chaired by Phillip E. Beekman,
and the special committee has retained Morgan Stanley & Co. Incorporated
as its financial advisor to assist in evaluating Mafco Holdings'
proposal and negotiating any possible transaction with Mafco Holdings.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following at the end
thereof:
Exhibit 5: Letter from Mafco Holdings Inc. dated
January 30, 1997 to Mafco Consolidated
Group Inc.
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: February 3, 1997
MAFCO HOLDINGS INC.
MAFCO CONSOLIDATED HOLDINGS INC.
By: /s/ Barry F. Schwartz
Name: Barry F. Schwartz
Title: Executive Vice President
Exhibit Index
Exhibit 5: Letter from Mafco Holdings Inc. dated
January 30, 1997 to Mafco Consolidated
Group Inc.
Exhibit 5
MAFCO HOLDINGS INC.
35 East 62nd Street
New York, New York 10021
January 30, 1997
Board of Directors
Mafco Consolidated Group Inc.
35 East 62nd Street
New York, New York 10021
Ladies and Gentlemen:
I am pleased to enclose, for your consideration, a revised
proposal pursuant to which Mafco Consolidated Group Inc. would acquire
all publicly held shares of Mafco Consolidated common stock at a price
of $38.50 per share in cash, subject to upward, but not downward,
adjustment. Our revised proposal is described in our press release, a
copy of which is enclosed for your information.
Our revised proposal, of course, continues to be conditioned
upon the execution of a definitive agreement containing appropriate
representations, warranties, covenants and conditions customary for
transactions of this nature.
We very much appreciate your willingness to consider our
revised proposal and look forward to working with you towards its
successful completion.
Very truly yours,
/s/ Howard Gittis
Howard Gittis
Vice Chairman
IMMEDIATE RELEASE
Contact: James T. Conroy
(212) 572-5980
MAFCO HOLDINGS REVISES GOING PRIVATE TRANSACTION
NEW YORK, N.Y., January 30, 1997 - Mafco Consolidated Group
Inc. (NYSE:MFO) announced today that its 85% stockholder, Mafco Holdings
Inc., has revised its previously announced proposal to acquire all
publicly held shares of Mafco Consolidated common Stock at a price of
$38.50 per share in cash. Under the revised proposal, the $38.50 per
share price would be adjusted upward to the extent that the gross
proceeds per share received by Mafco Consolidated on the closing of its
proposed offering of shares of Consolidated Cigar Holdings Inc. (NYSE:
CIG) was greater than $24.50. Under the original proposal, the $38.50
per share price would also have been adjusted downward for any decrease
below $24.50 per share received by Mafco Consolidated in the
Consolidated Cigar offering. Under the revised proposal, the downward
adjustment has been eliminated.
Mafco Consolidated also announced that Consolidated Cigar has
filed a registration statement with the Securities Exchange Commission
covering an offering of 5,000,000 Consolidated Cigar Class A shares, to
be underwritten by a group led by Goldman, Sachs & Co., subject to
prevailing market conditions. All of the Consolidated Cigar shares to be
sold are owned by Mafco Consolidated. Consolidated Cigar will not be
selling any shares. Mafco Consolidated also said it has determined not
to proceed with a proposed offering of $150,000,000 principal amount of
Mafco Consolidated notes exchangeable for Consolidated Cigar shares.
In response to Mafco Holdings' proposal Mafco Consolidated
formed a special committee of independent directors, to be chaired by
Phillip E. Beekman, and the special committee has retained Morgan
Stanley & Co. Incorporated as its financial advisor to assist in
evaluating Mafco Holdings' proposal and negotiating any possible
transaction with Mafco Holdings.
Mafco Consolidated is a holding company which, in addition to
its interest in Consolidated Cigar, owns approximately 36% of the common
stock of Power Control Technologies, Inc. (NYSE: ATP) on a fully diluted
basis. Consolidated Cigar is the largest manufacturer and marketer of
cigars sold in the United States in terms of dollar sales. Power Control
Technologies, thorough its Mafco Worldwide business, is the world's
largest producer of licorice extract.
*********
This press release shall not be deemed to be an offer to sell
or a solicitation of an offer to buy the Mafco Consolidated common stock
or the Consolidated Cigar common stock, which will be made only by means
of prospectuses included in one or more registration statements to be
filed with the Securities and Exchange Commission.
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