PLAY BY PLAY TOYS & NOVELTIES INC
8-K, 2000-03-22
DOLLS & STUFFED TOYS
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                                  UNITED STATES
                       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 the earliest event reported)
                                 March 21, 2000


                       PLAY BY PLAY TOYS & NOVELTIES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




      Texas                       0-26374                     74-2623760
 (State or other                (Commission                (I.R.S. Employer
 jurisdiction of                File Number)              Identification No.)
  incorporation
 or organization)


                                  4400 Tejasco
                            San Antonio, Texas 78218
              (Address of principal executive offices and zip code)


                                 (210) 829-4666
              (Registrant's telephone number, including area code)

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<PAGE>
ITEM 5. OTHER EVENTS

      Attached hereto as Exhibit 99.1 is a copy of the press release issued by
the Company on March 21, 2000 relating to the Company securing a short term loan
from the Company's Chairman and curing the default on senior debt and
convertible debentures.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

 (c)  Exhibits

   99.1  Press Release dated March 21, 2000 by Play By Play Toys & Novelties,
         Inc. regarding the Company securing a short term loan from the
         Company's Chairman and curing the default on senior debt and
         convertible debentures.

                                       2
<PAGE>
                                INDEX TO EXHIBITS


NUMBER                         DESCRIPTION OF EXHIBITS
- ------     --------------------------------------------------------------------
 99.1*     Press Release dated March 21, 2000 by Play By Play Toys & Novelties,
           Inc. regarding the Company securing a short term loan from the
           Company's Chairman and curing the default on senior debt and
           convertible debentures.

- -------------------
* Included herewith

                                       3
<PAGE>
                                   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, thereunto duly authorized, this 22nd day of March 2000.


                                       PLAY BY PLAY TOYS & NOVELTIES, INC.

                                       By: /s/ JOE M. GUERRA
                                               Joe M. Guerra
                                               CHIEF FINANCIAL OFFICER,
                                               SECRETARY AND TREASURER

                                       4

                                                                    EXHIBIT 99.1


                        FOR:                PLAY-BY-PLAY TOYS & NOVELTIES, INC.

                        CONTACT:            JOE M. GUERRA
                                            CHIEF FINANCIAL OFFICER
FOR IMMEDIATE RELEASE                       PLAY-BY-PLAY TOYS & NOVELTIES, INC.
                                            (210) 804-4726
                        INVESTOR RELATIONS: DONNA STEIN, CINDY REID,
                                            JILL MELESKI
                                            MORGEN-WALKE ASSOCIATES, INC.
                                            (212) 850-5600
                        MEDIA CONTACT:      GREGORY TIBEREND
                                            MORGEN-WALKE ASSOCIATES, INC.
                                            (212) 850-5600


     PLAY-BY-PLAY SECURES SHORT TERM LOAN FROM CHAIRMAN AND CURES DEFAULT ON
                     SENIOR DEBT AND CONVERTIBLE DEBENTURES


SAN ANTONIO, TX, March 21, 2000 - Play-By-Play Toys & Novelties, Inc. (Nasdaq:
PBYP) today announced the Company has cured its default in the payment of
interest due under its Convertible Debentures, and improved its liquidity by
obtaining a loan in the principal amount of $2.5 million from the Chairman of
the Company. The loan provides for interest at 8% and is secured by a first lien
on the Company's 1999 federal income tax refund and matures on or before October
25, 2002. The loan plus accrued interest is payable upon receipt by the Company
of the tax refund proceeds. In the event of a shortfall between the outstanding
loan amount plus accrued interest and the tax refund proceeds, the Company is
permitted to make limited payments of the difference to the Chairman with the
repayments determined based on a cash availability formula under the Company's
senior Credit Facility.

In addition, the Company's senior lender agreed to provide a supplemental loan
under the revolving line of credit in the principal amount of $500,000 to the
Company. The supplemental loan must be repaid in weekly installments of
$100,000, with the final maturity date being seven weeks from the date of the
loan from the Chairman. The Company and the senior lender further agreed to
reduce the maximum credit commitment under the Company's Credit Facility from
$60 million to $35 million, which will result in savings to the Company of
approximately $62,000 per year in unused credit commitment fees.

Arturo G. Torres, Chairman of the Board and Chief Executive Officer of
Play-By-Play, commented, "With the world-wide acceptance of the Looney Tunes
amusement line, strong early sales demand for Pokemon, and with the recent
infusion of the additional working capital, I believe we are well-positioned for
a strong amusement season. We are encouraged by the robust demand for our
Pokemon merchandise, particularly since the licensor recently relaxed
distribution restrictions and allowed us to begin shipping merchandise to our
amusement customers prior to April 1st, in time for the opening of our amusement
season."

                                     -more-

                                       5
<PAGE>
Raymond Braun, President and Chief Operating Officer of Play-By-Play, commented,
"As previously announced, we are pleased with the significant progress made
towards meeting our initiative set for this year as evidenced by the approximate
11% improvement in our loss from operations for the three months ended January
31, 2000 compared to the same quarter of 1999, and the significant reductions in
inventory and accounts receivable over the past six months. The loan by the
Chairman is reflective of his commitment and belief in the Company's
restructuring plan, and helps Play-By-Play continue to meet its objectives by
providing funds early in the season to ensure the timely delivery of our
products for each of our lines of business. By continuing to reduce costs and
deliver our goods timely, we should continue to see improvements of our earnings
from operations compared to the prior year."

Play-By-Play Toys & Novelties, Inc. designs, develops, markets and distributes a
broad line of stuffed toys, novelties and its Play-Faces line of sculpted toy
pillows based on its licenses for popular children's entertainment characters,
professional sports team logos and corporate trademarks. The Company also
designs, develops and distributes electronic toys and non-licensed stuffed toys,
and markets and distributes a broad line of non-licensed novelty items.
Play-By-Play has license agreements with major corporations engaged in the
children's entertainment character business, including Warner Bros., The Walt
Disney Company, Paws, Incorporated, Nintendo and many others, for properties
such as Looney Tunes(TM), Winnie the Pooh, Batman(TM), Superman(TM),
Scooby-Doo(TM), Mickey Mouse, GarfIeld and Pokemon.

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN
THIS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING, WITHOUT
LIMITATION, RISKS ASSOCIATED WITH THE COMPANY'S LIQUIDITY AND CAPITAL RESOURCES,
RELATIONSHIPS WITH LICENSORS, COMPETITIVE AND ECONOMIC FACTORS, PRICE CHANGES BY
COMPETITORS, ABILITY TO MANAGE GROWTH, ABILITY TO SOURCE PRODUCTS, INTERNATIONAL
TRADE RELATIONS, MANAGEMENT OF QUARTER TO QUARTER RESULTS, INCREASE IN COSTS OF
RAW MATERIALS, TIMING OF TECHNOLOGICAL ADVANCES BY THE COMPANY AND ITS
COMPETITORS, LACK OF ACCEPTANCE BY CONSUMERS OF NEW PRODUCTS, AND THE OTHER
FACTORS DISCUSSED IN THE "RISK FACTORS" SECTION OF THE COMPANY'S FORM 10-K DATED
JULY 31, 1999. UPDATED INFORMATION WILL BE PERIODICALLY PROVIDED BY THE COMPANY
AS REQUIRED BY THE SECURITIES EXCHANGE ACT OF 1934.

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