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) December 27, 1996
Toy Biz, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13638 13-3711775
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
333 East 38th Street, New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)
(212) 682-4700
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report.)
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ITEM 5. Other Events.
On December 27, 1996, Toy Biz, Inc., a Delaware corporation
("Toy Biz"), entered into an Agreement and Plan of Merger dated as of December
27, 1996 (the "Merger Agreement") with Andrews Group Incorporated, a Delaware
corporation ("Andrews Group"), and Andrews Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Andrews Group ("Sub"). The Merger
Agreement provides for the merger (the "Merger") of Sub with and into Toy Biz,
with Toy Biz surviving as a wholly owned subsidiary of Andrews Group.
Pursuant to the Merger Agreement, each share of Class A common
stock, par value $.01 per share (each, a "Class A Share"), and each share of
Class B common stock, par value $.01 per share (each, a "Class B Share"), of Toy
Biz (collectively, the "Shares") outstanding immediately prior to the Effective
Time (as defined in the Merger Agreement) of the Merger (other than Shares owned
directly by Toy Biz, Andrews Group or any wholly owned subsidiary of Andrews
Group, which Shares will be cancelled, and Shares held by stockholders who
exercise appraisal rights pursuant to Section 262 of the Delaware Corporation
Law (the "DGCL")) will be converted into the right to receive $22.50 per Share
in cash (the "Merger Consideration"). In addition, each share of Series A
Preferred Stock outstanding immediately prior to the Effective Time of the
Merger (each, a "Preferred Share") (other than Preferred Shares held by
stockholders who exercise appraisal rights pursuant to Section 262 of the DGCL)
will be converted in the Merger into the right to receive an amount per share
equal to the then applicable redemption price per share payable pursuant to the
Certificate of Designation applicable to the Preferred Shares (the "Preferred
Merger Consideration"). As of the Effective Time, all Shares and Preferred
Shares issued and outstanding immediately prior to the Effective Time will no
longer be outstanding and will automatically be cancelled and retired and will
cease to exist, and each holder of a certificate which immediately prior to the
Effective Time represented outstanding Shares or Preferred Shares will cease to
have any rights with respect thereto, except the right to receive the Merger
Consideration or the Preferred Merger Consideration, as the case may be, upon
the surrender of such certificate.
Prior to the execution of the Merger Agreement, a special
committee (the "Special Committee") of the Board of Directors of Toy Biz
consisting of directors who are not affiliated with Andrews Group received an
opinion from Wasserstein Perella & Co., Inc. to the effect that the Merger
Consideration to be received by the holders of the Class A Shares (other than
Avi Arad, Isaac Perlmutter, Isaac Perlmutter T.A., a Florida trust, and ZIB Inc.
(collectively the "Selling Stockholders")) is fair to such holders from a
financial point of view, unanimously determined that each of the Merger
Agreement and the Merger are fair and in the best interest of the holders of the
Class A Shares, other than the Selling Stockholders, and recommended that the
full Board of Directors of Toy Biz make the same determination. The full Board
of Directors of Toy Biz then unanimously made the same determination as the
Special Committee and unanimously approved the Merger Agreement.
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Also on December 27, 1996, Marvel Entertainment Group, Inc.
("Marvel"), an indirect principal stockholder of Toy Biz and an indirect
subsidiary of Andrews Group, filed a Plan of Reorganization (the "Plan of
Reorganization") in the U.S. Bankruptcy Court for the District of Delaware. A
significant portion of Toy Biz's revenues are derived from sales of toys based
on Marvel characters under an agreement with Marvel granting Toy Biz the
exclusive, perpetual and royalty-free right to sell toys based on those
characters.
The consummation of the Merger is subject, among other things,
to the condition that the Plan of Reorganization shall have been confirmed and
all conditions to closing under such plan shall have been satisfied or waived.
In addition, the consummation of the Merger is subject to the approval of the
holders of the majority of the votes represented by the outstanding Class A
Shares and Class B Shares, voting together as one class, and the unanimous
approval of the holders of the outstanding Class B Shares. As of the date
hereof, Andrews Group and its affiliates and the Selling Stockholders
collectively beneficially own shares representing 92.9% of the votes represented
by the outstanding Class A Shares and Class B Shares, considered as one class,
and 100% of the votes represented by the outstanding Class B shares.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of December 27, 1996, by and
among Andrews Group Incorporated, Andrews Acquisition Corp. and the
Registrant. (Incorporated by reference to Exhibit B to the Amendment
No. 3 to Schedule 13D, dated December 27, 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 the
Registrant.)
99.1 Press release of Andrews Group Incorporated and the Registrant, dated
December 27, 1996. (Filed herewith.)
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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: January 2, 1997
By /s/ Joseph M. Ahearn
--------------------------------------------
Name: Joseph M. Ahearn
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
2.1 Agreement and Plan of Merger, dated as of December 27, 1996, by and
among Andrews Group Incorporated, Andrews Acquisition Corp. and the
Registrant. (Incorporated by reference to Exhibit B to the Amendment
No. 3 to Schedule 13D, dated December 27, 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 the
Registrant.)
99.1 Press release of Andrews Group Incorporated and the Registrant, dated
December 27, 1996. (Filed herewith.)
C/M: 11391.0000 442182.3
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CONTACT: Lawrence A. Rand Kekst and Company, Inc. 212-593-2655
FOR: Andrews Group Incorporated
ANDREWS GROUP IN DEFINITIVE AGREEMENT
TO ACQUIRE TOY BIZ AT $22.50 PER SHARE
NEW YORK, NEW YORK, DECEMBER 27, 1996 -- Andrews Group Incorporated and Toy Biz,
Inc. (NYSE:TBZ) announced today that they have entered into a definitive merger
agreement under which Andrews Group will acquire all shares of Class A common
stock held by the Toy Biz public stockholders at a price of $22.50 per share.
The transaction has been unanimously approved by the boards of directors of both
companies. The Toy Biz board of directors, upon the recommendation of a special
committee of directors not affiliated with Andrews Group, has determined that
the merger is fair and in the best interests of the public holders of the Class
A common stock.
As previously announced, on November 20, 1996 Andrews Group entered into stock
purchase agreements with Isaac Perlmutter and Avi Arad, the holders of
approximately 67% of the Toy Biz Class A common stock, to acquire their shares
for a combination of cash and Andrews Group debt valued at about $17 per share.
Andrews Group's obligation to consummate the merger is subject to a number of
significant conditions, principally that the Plan of Reorganization filed today
by Marvel Entertainment Group, Inc. (NYSE:MRV) with the United States Bankruptcy
Court for the District of Delaware, with such changes as Andrews Group shall
approve, being
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confirmed. As part of Marvel's Plan of Reorganization, Andrews Group would
acquire from Marvel for $365 million in cash or Toy Biz Class A common stock, or
a combination of the foregoing, newly issued shares of Marvel common stock
representing 80.8% of the outstanding shares of Marvel common stock after giving
effect to the acquisition. If the Plan of Reorganization is confirmed, it is
contemplated that Andrews Group would assign its rights and obligations under
the Toy Biz merger agreement to Marvel and that Toy Biz would become a wholly
owned subsidiary of Marvel.
Toy Biz, Inc. designs, markets and distributes toys in the boys, girls,
preschool, activity and electronic toy categories featuring major entertainment
and consumer brand name properties.
Andrews Group Incorporated is a subsidiary of MacAndrews & Forbes Holdings,
Inc., a diversified holding company with interests in consumer products,
entertainment, publishing, and financial services.
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