SEC FILE NUMBER
1-10093
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP NUMBER
749709-10-1
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / / Form N SAR
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For Period Ended: December 31, 1996 [ ] Transition
Report on Form 10-K [ ] Transition Report on Form
20-F [ ] Transition Report on Form 11-K [ ]
Transition R port on Form 10-Q [ ] Transition Report
on Form N-SAR For the Transition Period
Ended:____________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART 1 - REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
Toy Biz, Inc.
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Address of Principal Executive Office (Street and Number)
333 East 38th Street
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City, State and Zip Code
New York, New York 10016
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b - 25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
/X/ (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11- K or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12B-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-RSB, 20F,
11-K, 10-Q and Form 10-QSB, N- SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attach Extra Sheets if
Needed)
The registrant was unable to file its Form 10-K on the prescribed due date
without unreasonable effort and expense for the following reasons:
(a) Marvel Entertainment Group, Inc. ("Marvel"), a stockholder of
the registrant that owns voting common stock of the Company
representing approximately 78.4% of stockholder voting power
and is a party to a stockholders' agreement with the
registrant, and other stockholders of the Registrant, with its
subsidiaries other than other than Panini S.p.A., filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware (the "Marvel Bankruptcy Proceeding").
(b) Recent prior and potential future developments in the Marvel
Bankruptcy Proceeding are expected to necessitate certain
additional disclosure with regard to the registrant in Form
10-K. Significant time and attention of the registrant's
management have been devoted to assessing the disclosure
required to be made with regard to the foregoing in Form 10-K.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph M. Ahearn (212) 682-4700
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
/X/ Yes / / No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
See the press release issued by the registrant attached hereto as Exhibit 1.
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Toy Biz, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 27, 1997 By:
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Joseph M. Ahearn
Chief Executive Officer
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Exhibit 1
FOR IMMEDIATE RELEASE
TOY BIZ REPORTS FOURTH QUARTER AND YEAR END RESULTS
New York, NY -- March 14, 1997 ... Toy Biz, Inc. (NYSE:TBZ) today reported
results for the fourth quarter and year ended December 31, 1996. For the
quarter, net sales were $54.0 million and there was a net loss of $2.5 million
at $0.09 per share, compared to net sales of $79.4 million and net income of
$11.7 million or $0.43 per share in the fourth quarter a year ago. For the year,
net sales were $221.6 million and net income was $16.7 million or $0.61 per
share, compared to net sales of $196.4 million and net income of $28.4 million
or $1.05 per share for the year ended December 31, 1995. The Company said fourth
quarter results were negatively affected principally by a softer than
anticipated Christmas season.
A significant portion of the Company's revenue is derived from sales of products
based on characters by Marvel Entertainment Group under an agreement with
Marvel. Marvel filed for relief under Chapter 11 of the Bankruptcy Code on
December 27, 1996. The Company believes that sales of the Company's products
have been and will continue to be adversely affected by concerns among retailers
as to the impact of the bankruptcy of Marvel on the future of Toy Biz and the
Marvel brand.
On March 7, 1997, Andrews Group Incorporated informed the Company that it did
not expect to complete its previously announced merger with the Company because
it had terminated its agreement to purchase new shares of Marvel as part of
Marvel's reorganization plan. Also on that date, Marvel announced that it had
received a proposal for an equity investment from the Marvel Holding companies
Bondholders' Committee as part of a new Plan of Reorganization and that Marvel
had authorized its management to work with the bondholders to conduct their due
diligence and develop definitive documentation. Representatives of the
bondholders have publicly stated that they might seek to have Marvel reject the
agreement under which the Company manufactures and sells products based on
Marvel characters. The Company believes that Marvel has no right to reject the
agreement as a matter of law and the Company would vigorously oppose any such
action.
Toy Biz, Inc. designs, markets and distributes new and traditional toys in the
boys, girls, preschool, activity and electronic toy categories featuring major
entertainment and consumer brand name properties under agreements with Marvel,
NASCAR, Coleman, Disney, Gerber, Henson, MCA/Universal and Warner Bros.
(more)
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ToyBiz Inc. Fourth Quarter and Year-end Results
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Forward Looking Statements: Except for historical information contained herein,
the statements in this news release regarding the Company's products, licensing
relationships and growth plans are forward-looking statements that are dependent
upon certain risks and uncertainties, including those relating to the outcome of
the Marvel bankruptcy, the level of media exposure or the popularity of the
Company's characters and trademarks, consumer acceptance of the Company's new
product introductions, the Company's dependence on Chinese manufacturers, U.S.
trade relations with China, changing consumer preferences, production delays or
shortfalls and general economic conditions. Those and other risks and
uncertainties are described in the Company's filings with the Securities and
Exchange Commission, including the Company's Annual Report on Form 10K and
Quarterly Reports on Form 10Q.
Contact:
Diane Perry or Joseph Kist
Edelman Financial
212-704-8293 or 212-704-8239
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TOY BIZ, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
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Three Months Twelve Months
Ended December 31, Ended December 31,
1996 1995 1996 1995
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Net sales $54,004 $79,385 $221,624 $196,395
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Cost of sales 33,334 36,524 116,455 88,397
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Gross profit 20,670 42,861 105,169 107,998
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Operating expenses:
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Selling, general and administrative 17,486 17,611 61,876 48,234
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Depreciation and Amortization 7,448 6,084 16,078 12,750
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Total operating expenses 24,934 23,695 77,954 60,984
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Operating income (4,264) 19,166 27,215 47,014
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Interest income, net 102 168 596 660
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Income before provision for income taxes (4,162) 19,334 27,811 47,574
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Provision for income taxes (1,665) 7,594 11,124 19,172
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Net income ($2,497) $11,740 $16,687 $28,402
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Earnings per share ($0.09) $0.43 $0.61 $1.05
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Weighted average number of common and
common equivalent shares outstanding,
(In thousands) 27,761 27,199 27,366 27,115
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