SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) June 10, 1997
Toy Biz, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13638 13-3711775
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
685 Third Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
(212) 682-4700
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(Registrant's Telephone Number, Including Area Code)
333 East 38th Street, New York, New York 10016
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(Former Name or Former Address, If Changed Since Last Report.)
606986.3
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ITEM 1. Change in Control of the Registrant.
On June 10, 1997, as a result of proceedings in the jointly administered
chapter 11 cases of Marvel Holdings Inc. ("Marvel Holdings"), Marvel (Parent)
Holdings Inc. ("Marvel (Parent)") and Marvel III Holdings Inc. ("Marvel III" and
together with Marvel Holdings and Marvel (Parent), the "Marvel Holding
Companies") and in the jointly administered chapter 11 cases of Marvel
Entertainment Group, Inc. ("Marvel") and certain of its subsidiaries, all of
which are currently pending in the United States Bankruptcy Court for the
District of Delaware, on appeal, the United States District Court Judge for the
District of Delaware issued an order, effective as of June 20, 1997, vacating
the Bankruptcy Court's March 24, 1997 order which had prevented the creditors of
the Marvel Holding Companies (the "Marvel Creditors") from exercising the voting
rights associated with the common stock of Marvel to replace Marvel's board of
directors with persons nominated by the Marvel Creditors. On June 20, 1997, the
Bankruptcy Court denied a restraining order sought by Marvel and its bank
lenders to prevent the replacement of Marvel's board of directors by the Marvel
Creditors. Accordingly, on June 20, 1997, the board of directors of Marvel
Holdings, which was previously elected by the Marvel Creditors, voted its
majority of Marvel's common stock to elect a new board of directors of Marvel.
As a result of these events culminating in the election of nine new members to
Marvel's board of directors replacing Ronald O. Perelman and the other then
incumbent directors of Marvel, Marvel's voting power as a stockholder of the
Registrant was reduced from approximately 78.4% to approximately 26.6%. With
this reduction in voting power, Marvel lost the ability to control, subject to
the terms of the Stockholders' Agreement (as defined herein), the election of
directors to the Registrant's board of directors and to control the affairs and
operations of the Registrant.
The reduction in Marvel's stockholder voting power from 78.4% to 26.6%
resulted from the automatic conversion of all of the shares of class B common
stock, par value $.01 per share ("Class B Common Stock"), of the Registrant held
by Marvel into shares of class A common stock, par value $.01 per share ("Class
A Common Stock" and together with the Class B Common Stock, the "Common Stock"),
of the Registrant. Under the Stockholders' Agreement, dated as of March 2, 1995
(the "Stockholders' Agreement"), by and among the Registrant, Marvel and the
Registrant's two other principal stockholders, Isaac Perlmutter (including two
affiliates of Mr. Perlmutter) and Avi Arad, the replacement of Mr. Perelman and
the other then incumbent directors of Marvel with the new directors elected to
Marvel's board of directors by the Marvel Creditors triggered the automatic
conversion of the shares of Class B Common Stock held by Marvel into shares of
Class A Common Stock. Prior to the conversion of its shares of Class B Common
Stock, which afforded Marvel ten votes per share, Marvel held approximately
78.4% of the voting power of the Registrant's Common Stock. Each share of Class
B Common Stock held by Marvel was converted into one share of Class A Common
Stock, which entitles its holders to one vote per share. As a result of the
conversion, Marvel holds approximately 26.6% of the voting power of the
Registrant, while Mr. Perlmutter and Mr. Arad each hold approximately 33.4% and
approximately 15%, respectively, of the voting power of the Registrant.
606986.3
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The Registrant's filing of this Current Report on Form 8-K does not
constitute and shall not in any way be deemed an admission by the Registrant
that a change in control of the Registrant within the meaning of the
Stockholder's Agreement did not occur as the result of prior events, both orders
and actions, in the bankruptcy cases of Marvel and the Marvel Holding Companies.
ITEM 5. Other Events.
On June 23, 1997, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing that, as a result of the election by
the Marvel Creditors of a new board of directors of Marvel, the five directors
of the Registrant who are officers of MacAndrews & Forbes Holdings Inc. or were
officers of Marvel (the "MacAndrews Directors") resigned from the board of
directors of the Registrant on June 20, 1997. On June 24, 1997, the Registrant
issued a press release, a copy of which is attached hereto as Exhibit 99.2,
announcing the appointment on June 23, 1997 of four new directors to fill
vacancies on its board caused by the resignation of the MacAndrews Directors.
The Registrant also announced that on June 23, 1997 it filed in the United
States Bankruptcy Court for the District of Delaware adversary proceedings for
declaratory relief to prevent any interference by the Marvel Creditors with the
management of the Registrant by its incumbent board of directors and its duly
appointed officers.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1. Press release of the Registrant, dated June 23, 1997.
99.2. Press release of the Registrant, dated June 24, 1997.
606986.3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOY BIZ, INC.
(Registrant)
Date: June 24, 1997
By /s/ Joseph M. Ahearn
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Name: Joseph M. Ahearn
Title: President and Chief Executive Officer
606986.3
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EXHIBIT INDEX
Exhibit
99.1. Press release of the Registrant, dated June 23, 1997.
99.2. Press release of the Registrant, dated June 24, 1997.
606986.3
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FOR IMMEDIATE RELEASE
Contact: Elliot Sloane (media) Diane Perry/Devin McDonell (analysts)
Edelman Financial Edelman Financial
212-704-8126 212-704-8293/4523
TOY BIZ, INC. ANNOUNCES CHANGES IN BOARD OF DIRECTORS
New York, NY - June 23, 1997...Toy Biz, Inc. (NYSE:TBZ) announced today that as
a result of the election of a new board of directors of Marvel Entertainment
Group, Inc. (NYSE:MRV) on June 20, 1997, the five directors of Toy Biz who are
officers of Marvel or MacAndrews & Forbes Holdings Inc. resigned from Toy Biz'
board of directors on that date. Also, on June 20, Marvel Holdings Inc., the
holder of a majority of Marvel's equity, announced that the new board of
directors of Marvel had replaced eight of the eleven members of Toy Biz' board
of directors. The resignation of the Toy Biz directors and the announcement by
Marvel Holdings followed the denial by the judge in Marvel's bankruptcy case of
a restraining order sought by Marvel and its bank lenders to prevent the
takeover of Marvel's board by Marvel Holdings and creditors of Marvel's parent
companies.
Under the terms of the Toy Biz stockholders agreement to which Marvel is a
party, the change in control of Marvel results in the termination of the
super-voting rights associated with the shares of Toy Biz class B common stock
owned by Marvel. In light of the Toy Biz stockholders agreement, Marvel has no
power to replace any members of Toy Biz' board of directors. Toy Biz intends to
take appropriate legal action to protect itself from interference with its
affairs.
Toy Biz' remaining directors expect to fill promptly the vacancies created by
the resignations of its directors. It is not the intention of Toy Biz' board of
directors to elect any representatives of Marvel to fill those vacancies. Marvel
continues to own approximately 27% of Toy Biz' outstanding common stock.
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FOR IMMEDIATE RELEASE
Contact: Kerry O'Brien (media) Diane Perry/Joseph Kist (analysts)
Edelman Financial Edelman Financial
212-704-8126 212-704-8293/8239
TOY BIZ, INC. ANNOUNCES APPOINTMENT OF NEW DIRECTORS AND
COMMENCEMENT OF LITIGATION
New York, NY - June 24, 1997...Toy Biz, Inc. (NYSE:TBZ) announced the
appointment on Monday, June 23, 1997 of four new directors to fill vacancies on
its board caused by the resignations on June 20, 1997 of five directors who were
officers of Marvel Entertainment Group, Inc.(NYSE:MRV)or are officers of
MacAndrews & Forbes Holdings Inc. The new Toy Biz directors are James S.
Carluccio, executive vice president of Technology Solutions Company; Alan Fine,
chief operating officer of Toy Biz; Morton E. Handel, president of S & H
Consulting, Ltd., a privately held consulting firm, chairman of the board of
directors of Concurrent Computer Corporation, and a director of CompUSA, Inc.
and Ithaca Industries, Inc.; and Lt. General Donald E. Rosenblum, U.S. Army
retired, a director of The Coastal Bank and First Financial Corporation.
Continuing as directors of Toy Biz are Joseph Ahearn, Avi Arad, James Halpin,
Alfred Piergallini, Isaac Perlmutter, and Paul Verkuil.
Toy Biz also announced that on Monday, June 23, 1997 it filed in the United
States Bankruptcy Court for the District of Delaware an adversary proceeding for
declaratory and injunctive relief to prevent any interference by Marvel
creditors with the management of Toy Biz by its incumbent board of directors and
its duly appointed officers.
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