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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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JAKKS PACIFIC, INC.
(Name of Issuer)
Common 47012E106
(Title of Class of Securities) (CUSIP Number)
Vance M. Arnold
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
(a) Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
(b) Renaissance U.S. Growth & Income Trust PLC
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2. Check the Appropriate Box if a Member of a Group:
(a) X
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(b) N/A
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3. SEC Use Only:
4. Source of Funds: PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): N/A
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6. Citizenship or Place of Organization: (a) Texas
(b) England
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Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole voting Power: (a) 352,941 shares
(b) 352,941 shares
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8. Shared Voting Power: 0
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9. Sole Dispositive Power: (a) 352,941 shares
(b) 352,941 shares
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10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned be Each Reporting Person:
(a) 352,941 shares
(b) 352,941 shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
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13. Percent of Class Represented by Amount in Row (11): (a) 8%
(b) 8%
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14. Type of Reporting Person: IA
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SCHEDULE 13D
Filed Pursuant to Rule 13D-1
ITEM 1. SECURITY AND ISSUER
$3,000,000 9.0% Convertible Debenture by and between JAKKS
Pacific, Inc. as Borrower and Renaissance Capital Growth & Income
Fund III, Inc. as Lender.
$3,000,000 9.0% Convertible Debenture by and between JAKKS
Pacific, Inc. as Borrower and Renaissance U.S. Growth & Income
Trust, PLC as Lender.
JAKKS Pacific, Inc. Company
24955 Pacific Coast Hwy. #B202
Malaibu, TX 90265
ITEM 2. IDENTITY AND BACKGROUND
a., b., c. Renaissance Capital Growth &
Income Fund III, Inc. Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance U.S. Growth & Income
Trust, PLC Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Growth & Income Fund III, Inc. is a Texas
corporation, organized as a business development company under
the Investment Company Act of 1940 and is traded on the Nasdaq.
Renaissance U.S. Growth & Income Trust, PLC is a public limited
company organized under the laws of England and Wales and traded
on the London Stock Exchange.
Renaissance Capital Group, Inc. is the Investment Advisor to the
Filer. Its address is 8080 N. Central Expressway, Suite 210 LB
59, Dallas, TX 75206. The officers of Renaissance Capital Group,
Inc. are:
Russell Cleveland, President
Barbe Butschek, Senior Vice President, Corporate Secretary
and Treasurer
Vance M. Arnold, Executive Vice President
Mardon M. Navalta, Vice President
Norman D. Cox, Vice President
d. None
e. None
f. Texas
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filers' source of funds for this transaction came exclusively
from the Filers' investment capital. No borrowed funds were used
in the transaction. The securities were acquired directly from
the Company in a private placement.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of these securities for
Renaissance Capital Growth & Income Fund III, Inc. was as an
investment in accordance with its election as a Business
Development Company under the Investment Act of 1940. The
purpose of the acquisition of these securities for Renaissance
U.S. Growth & Income Trust, PLC was as an investment in
accordance with its investment strategy of investing in smaller
United States public companies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On December 31, 1996, the Company and Filers entered into
Convertible Debenture Loan Agreements pursuant to which the
Company issued the Filers each a $3,000,000 Convertible Debenture
yielding a 9.0% interest rate. Interest is payable monthly and
if not sooner redeemed or converted, matures December 1, 2003.
The Debentures also call for mandatory principal installments
commencing December 1, 1999 in the amount of $10 per $1,000 paid
on a monthly basis with the final installment of all remaining
unpaid principal due on December 1, 2003. The Debentures also
can be redeemed if the Company's common stock averages no less
than $16.00 per share for a period of 20 consecutive trading
days, then the Company shall have the right to redeem 1/2 of the
Debenture at 120% of face value at any time after December 31,
1998. If the closing bid price for the Company's common stock
averages no less than $20.00 per share for a period of 20
consecutive trading days, then the Company shall have the right
to redeem 1/2 of the Debenture at 120% of face value at any time
after December 31, 1998.
The Convertible Debenture Loan Agreements grant the Filers the
right to elect one member to the board of directors of the
Company and as yet the Filers have not made a decision whether
they will elect such a right. The Filers do not have the right
to vote the Common Stock underlying the Convertible Debentures
until and unless they elect to convert said instrument.
The Filers have not effected any transactions in the securities
of the Company prior to the purchase of the Convertible
Debenture.
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ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OR THE ISSUER
The Company and the Filers entered into Convertible Debenture
Loan Agreements on December 31, 1996. These agreements contain
default and other provisions contained in loan agreements
generally.
ITEM 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Not Applicable
ITEM 8. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
I certify to the best of my knowledge and belief the information set forth in
this statement is true, complete and correct.
Date: February 14, 1997
By: Renaissance Capital Growth & Income Fund III, Inc.
By: /s/ Vance M. Arnold
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Vance M. Arnold
Executive Vice President
Renaissance Capital Group, Inc.
Investment Advisor