As filed with the Securities and Exchange Commission on February 14, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Toy Biz, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
892261108
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1
C/M: 11391.0000 458207.1
<PAGE>
- ----------------------------------------------
CUSIP No. 892261108 SCHEDULE 13G
- ----------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Avi Arad
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
- --------------------------------------------------------------------------------
2 5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
-------------------------------------------------------
6 SHARED VOTING POWER
4,150,000
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
4,150,000
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,150,000
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2
C/M: 11391.0000 458207.1
<PAGE>
- ----------------------------------------------
CUSIP No. 892261108 SCHEDULE 13G
- ----------------------------------------------
This Amendment No. 1 amends and supplements the Schedule 13G filed by
Avi Arad on February 14, 1996 with respect to beneficial ownership of shares of
Class A common stock, par value $.01 per share ("Class A Common Stock"), of Toy
Biz, Inc.
Item 1(a). Name of Issuer:
Toy Biz, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
333 East 38th Street
New York, New York 10016
Item 2(a). Name of Person Filing:
Avi Arad
Item 2(b). Address of Principal Business Office or, if none, Residence:
1698 Post Road East
Westport, Connecticut 06880
Item 2(c). Citizenship:
Israel
Item 2(d). Title of Class of Securities:
Class A Common Stock, $.01 par value per share (the "Common
Stock")
Item 2(e). CUSIP Number:
892261108
Item 3. Type of Reporting Person Filing Pursuant to Rule 13d-1(b) or
13d-2(b):
Not Applicable.
Item 4. Ownership:
Item 4 is amended as follows:
The information previously furnished in response to this Item 4 is
amended to report beneficial ownership of the Class A Common Stock as of
December 31, 1996 as follows:
(a) Amount Beneficially Owned as of December 31, 1996:
4,150,000 shares of Class A Common Stock
(b) Percent of Class:
20.4%
(c) Number of shares as to which the Reporting Person has:
Page 3
C/M: 11391.0000 458207.1
<PAGE>
- ----------------------------------------------
CUSIP No. 892261108 SCHEDULE 13G
- ----------------------------------------------
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 4,150,000(1)
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of
4,150,000(1)
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reporting on By the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
- ------------
(1) Shared pursuant to (i) the Stock Purchase Agreement, dated November 20,
1996, by and between Andrews Group Incorporated and Avi Arad, which is
incorporated herein by reference to Exhibit B to the Amendment No. 1 to
Schedule 13D, dated November 20, 1996, filed by Andrews Group Incorporated
and Mafco Holdings Inc., as reporting persons, with respect to the Class A
Common Stock, par value $.01 per share, of Toy Biz, Inc., and (ii) the
Amendment No. 1 to Stock Purchase Agreement, dated as of January 29, 1997,
by and between Andrews Group Incorporated and Avi Arad, which is
incorporated herein by reference to Exhibit (c)(10) to the Rule 13E-3
Transaction Statement filed with the Commission on January 30, 1997 by
Andrews Group Incorporated, Andrews Acquisition Corp. and Toy Biz, Inc.
Page 4
C/M: 11391.0000 458207.1
<PAGE>
<PAGE>
SIGNATURE
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 14, 1997
/s/ Avi Arad
Avi Arad
Page 5
C/M: 11391.0000 458207.1
