SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 21, 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 ( ).
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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 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 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.
On May 8, 1996, Drew Lewis became a director of
Mafco replacing Robert Day who did not stand for re-
election.
As of January 7, 1997, Robert Sargent Shriver
III was no longer a director of Mafco.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following
at the end thereof:
On January 21, 1997, Mafco Holdings proposed a
transaction to the Board of Directors of Mafco pursuant
to which Mafco would acquire all publicly held shares of
its Common Stock at a price of $38.50 per share in cash.
Under the proposal, the $38.50 per share price would be
adjusted, up or down, to the extent that the proceeds per
share in a proposed secondary offering by Mafco of shares
of common stock ("Cigar Common Stock") of Consolidated
Cigar Holdings Inc., a Delaware corporation and 80.2%
owned subsidiary of Mafco ("Consolidated Cigar"), was
greater or less than $24.50, the closing price of a share
of Cigar Common Stock on the New York Stock Exchange on
January 20, 1997.
In light of the overlapping equity ownership
between Mafco Holdings and Mafco, Mafco Holdings
requested that Mafco form a special committee of
independent directors to consider its proposal.
On January 21, 1997, Mafco announced that it
intends to make underwritten offerings of approximately
4.0 million shares of Cigar Common Stock and $150.0
million principal amount of Mafco notes exchangeable for
other shares of Cigar Common Stock held by Mafco.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following
at the end thereof:
Exhibit 4: Letter from Mafco Holdings Inc. dated
January 21, 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: January 23, 1997
MAFCO HOLDINGS INC.
MAFCO CONSOLIDATED HOLDINGS INC.
By: /s/ Barry F. Schwartz
______________________________
Name: Barry F. Schwartz
Title: Executive Vice President
Exhibit Index
Exhibit 4: Letter from Mafco Holdings Inc. dated
January 21, 1997 to Mafco Consolidated
Group Inc.
Exhibit 4
MAFCO HOLDINGS INC.
35 East 62nd Street
New York, New York 10021
January 21, 1997
Board of Directors
Mafco Consolidated Group Inc.
35 East 62nd Street
New York, New York 10021
Ladies and Gentlemen:
I am pleased to propose, for your
consideration, a transaction 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 adjustment. Our
proposal is described in a draft press release, a copy of
which is enclosed for your consideration.
Our proposal is, of course, conditioned upon
the execution of a definitive agreement which would
contain appropriate representations, warranties,
covenants and conditions customary for transactions of
this nature.
We understand that, in light of the overlapping
equity ownership between Mafco Holdings and Mafco
Consolidated, you are forming a special committee of
independent directors (the "Special Committee") to
consider our proposal. Both we and our financial and
legal advisors are at your disposal to render whatever
assistance or provide any further details with respect to
our proposal that you may require. Moreover, we are all
prepared to meet with the Special Committee and its legal
and financial advisors at your earliest convenience.
We very much appreciate your willingness to
consider our proposal and look forward to working with
you towards its successful completion.
Very truly yours,
/s/ Howard Gittis
Howard Gittis
Vice Chairman
