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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Just Toys, Inc.
(Name of Issuer)
Common Stock par value $.01 per share
(Title of Class of Securities)
482133 10 5
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(CUSIP Number)
Paul Lucido, Esq.
Shack & Siegel, P.C.
530 Fifth Avenue
New York, New York 10036
(212) 782-0707
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 24, 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 [ ].
Page 1 of 6 pages
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SCHEDULE 13D
CUSIP No. 482133-10-5 Page 2 of 6 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Geoffrey Gimbel and Murray Meyers as Trustees under Voting Trust dated
as of October 7, 1997 by and between Geoffrey Gimbel, Roger Gimbel, Bradley
Meyers, Gary Meyers, Lawrence Meyers, Murray Meyers and Susan Schulman.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
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4) SOURCE OF FUNDS
00 (See Item 3)
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7) SOLE VOTING POWER
299,683 (See Item 5)
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NUMBER 8) SHARED VOTING POWER
OF SHARES None
BENEFICIALLY ------------------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH None (See Item 5)
REPORTING ------------------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
None
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 299,683 (See Item 5)
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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Page 3 of 6 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.18%
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14) TYPE OF REPORTING PERSON
00
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Page 4 of 6 pages
Item 1. Security and Issuer
This statement relates to shares of Common Stock par value $.01 per share
(the "Shares") of Just Toys, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 50 West 23rd Street,
New York, New York 10010.
Item 2. Identity and Background
The persons filing this statement are Geoffrey Gimbel and Murray Meyers as
Trustees, under the Voting Trust dated as of October 7, 1997 by and between
Geoffrey Gimbel, Roger Gimbel, Bradley Meyers, Gary Meyers, Lawrence Meyers,
Murray Meyers and Susan Schulman the ("Trust") with an address of c/o Shack &
Siegel, P.C., 530 Fifth Avenue, New York, New York 10036.
During the past five years, each of the Trustees has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, each of the Trustees has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
Each of the Trustees is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The securities were transferred to the stockholders (the "Stockholders")
of RGA Accessories, Inc., a Delaware corporation by a pro-rata dividend of the
securities and acquired by the Trustees under the terms of the Trust.
Item 4. Purpose of Transaction.
The purpose of the acquisition is to vest the right to vote the
Stockholders' respective shares in the Trustees.
Item 5. Interest in Securities of the Issuer.
(a) The Trustees may be deemed to beneficially own 299,683 Shares,
representing approximately 7.18% of the outstanding Shares of the Issuer (based
on 4,175,696 Shares of the Issuer reported to be outstanding as set forth in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
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Page 5 of 6 pages
(b) The right and manner to vote the Trust's Shares are divided two-thirds
to Geoffrey Gimbel and one-third to Murray Meyers. Accordingly, Geoffrey Gimbel
as Trustee may be deemed to have sole voting power over 199,789 Shares and
Murray Meyers as Trustee may be deemed to have sole voting power over 99,894
Shares.
(c) The Trustees have not, in the past sixty days, engaged in any
transactions involving Shares of the Issuer.
(d ) and (e) N/A.
The Trust provides for the transfer to the Trust of each Stockholder's
respective Shares, for the Trust to have a three year term unless earlier
terminated by Stockholders owning at least 60% of the Trust's Shares, that the
Trustees may appoint a successor and that the right and manner to vote the
Trust's Shares is divided two-thirds to Geoffrey Gimbel or his successor and
one-third to Murray Meyers or his successor.
Item 7. Material to be Filed as Exhibits.
1) Voting Trust, dated as of October 7, 1997, by and between Geoffrey
Gimbel, Roger Gimbel, Bradley Meyers, Gary Meyers, Lawrence Meyers, Murray
Meyers and Susan Schulman and Geoffrey Gimbel and Murray Meyers, as Trustees.
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Page 6 of 6 pages
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 11, 1998
/s/ Geoffrey Gimbel
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Geoffrey Gimbel, as Trustee
under Voting Trust dated as
of October 7, 1997 by and
between Geoffrey Gimbel,
Roger Gimbel, Bradley Meyers,
Gary Meyers, Lawrence Meyers,
Murray Meyers and Susan
Schulman.
/s/ Murray Meyers
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Murray Meyers, as Trustee
under Voting Trust dated as
of October 7, 1997 by and
between Geoffrey Gimbel,
Roger Gimbel, Bradley Meyers,
Gary Meyers, Lawrence Meyers,
Murray Meyers and Susan
Schulman.
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EXHIBIT 1
VOTING TRUST
Voting Trust Agreement (the "Trust") dated as of October 7, 1997 by and
between Geoffrey Gimbel, Roger Gimbel, Bradley Meyers, Gary Meyers, Lawrence
Meyers, Murray Meyers, and Susan Schulman (collectively, the "Stockholders" and,
individually, a "Stockholder") and Geoffrey Gimbel and Murray Meyers, as
trustees (the "Trustees").
W I T N E S S E T H
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WHEREAS, effective December 24, 1997, each Stockholder will be the holder
of record of shares of common stock, par value $.01 per share (the "Stock") of
Just Toys, Inc., a Delaware corporation (the "Company") set forth opposite his
name on Schedule A attached hereto.
WHEREAS, the Stockholders desire to vest the right to vote their
respective shares of the Stock in the Trustees.
AGREEMENTS:
To accomplish the foregoing, the parties create the Trust under the
following terms and conditions:
ARTICLE I
TRANSFER OF SHARES
1.1 The Stockholders shall irrevocably transfer their respective shares of
Stock to the Trustees which shall be held by the Trustees in accordance with
this Trust.
1.2 Certificates representing the Trust's shares of Stock shall bear a
legend to the effect that such shares are issued pursuant to this Trust.
1.3 The Company's transfer agent shall be instructed by the Trustees to
note in the stock ledger of the Company that the Trust's shares of Stock are
issued pursuant to this Trust.
ARTICLE II
TRUST TERM
2.1 This Trust begins on the date first indicated above, and ends on the
date three (3) years following that date, unless earlier terminated by the
beneficial owners of at least 60% of
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the Trust's shares of Stock or extended by the written agreement of the Trustees
and all of the Stockholders.
ARTICLE III
THE TRUSTEES
3.1 Geoffrey Gimbel and Murray Meyers shall be the Trustees.
3.2 Each Trustee shall have the right to appoint a successor Trustee by
his Last Will and Testament which has been duly admitted to probate or by a
written instrument signed by him, the latest in date of which shall prevail. If
any deceased Trustee shall have failed to so designate a successor, his legal
representative shall have the right to appoint a successor Trustee.
3.3 A Trustee may resign at any time by a written instrument signed by
such Trustee.
3.4 No Trustee shall be required to obtain the order of any court to
exercise any power or discretion under this Trust and shall not be required to
file any accounting with any public official. The Trustees shall, however,
maintain accurate records concerning the Trust, which shall be open to
inspection by any Stockholder, at the Stockholder's expense, during normal
business hours.
3.5 If only one Trustee shall at any time be serving as such and no
successor Trustee has been appointed to fill the vacant Trustee position as
otherwise provided herein, the Stockholders beneficially owning a majority in
interest in the Trust's shares of Stock may appoint a successor Trustee.
ARTICLE IV
VOTING, DISTRIBUTIONS, NEW SHARES OF STOCK
4.1 The right and manner of voting the Trust's shares of Stock shall be
divided two-thirds to Geoffrey Gimbel or his successor and one-third to Murray
Meyers or his successor, if both Trustees shall then be serving as such. If
there shall at any time be only one Trustee, and no successor Trustee has been
appointed to fill the vacant Trustee position as provided herein, such Trustee
shall have the authority to direct the right and manner of voting of all of the
Trust's shares of Stock.
4.2 During the Trust's term, the Trustees shall be entitled exclusively to
vote the Trust's shares of Stock at any annual or special meeting of the
Company's stockholders or to consent to any action of the Company's stockholders
taken without meeting.
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4.3 The Trustees shall distribute promptly and currently to each
Stockholder his or her proportionate share of all distributions made by the
Company with respect to the Stock held by the Trust.
4.4 If, in case of any recapitalization, reorganization, merger,
consolidation or other similar transaction, new shares of Stock are issued in
exchange for the shares held by the Trustees, the Trustees shall hold such new
Stock under the same terms, conditions, and responsibilities as the old Stock.
ARTICLE V
WHEN THE TRUST ENDS
5.1 When the Trust ends, the Trustees shall return to each of the
Stockholders, or to the transferee, assignee, or successor in interest to any
Stockholder who has died, such person's portion of the Trust's shares, and this
Trust shall terminate.
ARTICLE VI
LIMITATIONS ON TRUSTEES' LIABILITY
6.1 In the administration of the Trust, the Trustees shall not be required
to (i) enter into any contract or other obligation or (ii) become liable to pay
or incur the payment of any damages, attorney fees, fines, penalties, costs, or
other sums of money. The Trustees shall incur no responsibility as a
stockholder, Trustee or otherwise by virtue of their service as Trustees
hereunder except for their own individual malfeasance.
6.2 The Stockholders will indemnify the Trustee from loss on account of
any payment or liability to make any payment of money on account of any
litigation or claim resulting from the Trustees' legal title to the Trust's
assets or otherwise in conjunction with the Trust. The Stockholders agree
jointly and severally that they will, on the Trustees' written demand, pay the
Trustees an amount equal to all of the payments made or required to be made by
the Trustees for which the Trustees have a right to such indemnification. The
Trustees are not obligated to make any distribution of any sum under this
agreement to any Stockholder if any indemnification payment has not been made,
even if that Stockholder has contributed towards any such payment.
ARTICLE VII
MISCELLANEOUS
7.1 A copy of this Trust shall be filed by the Trustees in the registered
office of the Company in the State of Delaware, which copy shall be open to the
inspection of any Stockholder of the Company or any beneficiary of the Trust
daily during business hours.
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7.2 This Trust shall be governed by and construed according to the laws of
the State of Delaware applicable to agreements executed and to be performed
entirely therein.
7.3 No part of this Trust will be affected if any other part of it is held
unenforceable or invalid.
7.4 This Trust may be executed in two or more counterparts each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Stockholders and the Trustees have duly executed
this Trust on the day and year first written above:
STOCKHOLDERS:
/s/ Geoffrey Gimbel
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Geoffrey Gimbel
/s/ Roger Gimbel
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Roger Gimbel
/s/ Gary Meyers
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Gary Meyers
/s/ Bradley Meyers
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Bradley Meyers
/s/ Lawrence Meyers
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Lawrence Meyers
/s/ Murray Meyers
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Murray Meyers
/s/ Susan Schulman
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Susan Schulman
TRUSTEES:
/s/ Geoffrey Gimbel
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Geoffrey Gimbel
/s/ Murray Meyers
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Murray Meyers
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SCHEDULE A
SHARES OF JUST TOYS, INC. STOCK OWNED
<TABLE>
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Name No. of Shares Owned
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Geoffrey Gimbel 46,500
Roger Gimbel 25
Bradley Meyers 31,000
Gary Meyers 31,000
Lawrence Meyers 31,000
Murray Meyers 113,658
Susan Schulman 46,500
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