Preliminary Proxy Solicitation Material — Going-Private Transaction Statement — Schedule 13E-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: PRE13E3 Rule 13E-3 Transaction Statement [Schedule 13E-3 11 53K
Filed as Part of Proxy Materials]
2: EX-99.(C)(10) Amendment to Stock Purchase Agreement 13 43K
3: EX-99.(C)(11) Amendment to Stock Purchase Agreement 14 45K
4: EX-99.(D)(1) Description to Come 93 486K
PRE13E3 — Rule 13E-3 Transaction Statement [Schedule 13E-3 Filed as Part of Proxy Materials]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT)
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TOY BIZ, INC.
(NAME OF ISSUER)
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TOY BIZ, INC.
ANDREWS ACQUISITION CORP.
ANDREWS GROUP INCORPORATED
(NAME OF PERSONS FILING STATEMENT)
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CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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892261108
CUSIP NUMBERS OF CLASSES OF SECURITIES
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DANIEL J. WERTHER, ESQ. BARRY F. SCHWARTZ, ESQ.
TOY BIZ, INC. ANDREWS GROUP INCORPORATED
333 EAST 38TH STREET 35 EAST 62ND STREET
NEW YORK, NY 10016 NEW YORK, NY 10021
TELEPHONE: (212) 682-4700 TELEPHONE: (212) 572-8600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
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This statement is filed in connection with (check the appropriate box):
a. /x/ The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13E-3(c) under the Securities
Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. /x/
CALCULATION OF FILING FEE
Transaction Valuation: $348,413,784* Amount of Filing Fee: $69,683
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* Estimated solely for purposes of calculating the filing fee and based,
pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended
(the 'Act'), upon the purchase of (a) 8,014,265 shares of Class A Common Stock
(which is the sum of (a) (i) 20,348,794, the number of outstanding shares of
Class A Common Stock plus (ii) 1,321,471, which is the number of shares of
Class A Common Stock issuable upon exercise of stock options, minus (iii)
13,656,000, which is the number of shares of Class A Common Stock to be
purchased by Andrews Group prior to the Merger) for consideration of $22.50
per Share, (b) 7,394,000 shares of Class B Common Stock for consideration of
$22.50 per share, and (c) 59,091 shares of Series A Preferred Stock for
consideration of $29.24 (the consideration payable on June 30, 1997, the date
on which either party to the Merger Agreement may terminate the Merger
Agreement). Also in accordance with Rule 0-11 under the Act, the filing fee is
determined by multiplying the amount calculated pursuant to the foregoing
sentence by one-fiftieth of one percent.
/x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
of schedule and the date of its filing.
Amount previously paid: $69,683
Filing Party: Toy Biz, Inc.
Form or registration no.: Schedule 14A
Date filed: January 30, 1997
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INTRODUCTION
This Rule 13e-3 Transaction Statement (this 'Statement') relates to the
Agreement and Plan of Merger, dated as of December 27, 1996, by and among
Andrews Group Incorporated, a Delaware corporation ('Andrews Group'), Andrews
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Andrews Group ('Acquisition'), and Toy Biz, Inc., a Delaware corporation (the
'Company'), and the proposed merger (the 'Merger') of Acquisition with and into
the Company, which will result in the Company becoming a wholly owned subsidiary
of Andrews Group. The Merger and the Merger Agreement are more fully described
in the Proxy Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13e-3 and shows the location in the Company's
preliminary proxy statement (the 'Proxy Statement') concurrently being filed
with the Securities and Exchange Commission (the 'Commission') in connection
with the proposed Merger, which contains information required to be included in
response to the items of this Statement. A copy of the Proxy Statement is
attached hereto as Exhibit (d)(1). The information in the Proxy Statement,
including all exhibits thereto, is expressly incorporated by reference and
responses to each item herein are qualified in their entirety by the provisions
of the Proxy Statement.
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
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ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
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1. ISSUER AND CLASS OF SECURITY SUBJECT TO
THE TRANSACTION.
(a)....................................... Front Cover Page and 'SUMMARY--Transaction Parties' sections of
the Proxy Statement are incorporated herein by this reference.
(b)-(d)................................... 'INTRODUCTION;' 'SUMMARY--The Special Meeting;' 'THE SPECIAL
MEETING--Voting Rights and Vote Required' and 'MARKET PRICES OF
THE COMMON STOCK AND DIVIDEND POLICY' sections of the Proxy
Statement are incorporated herein by this reference.
(e)....................................... 'SUMMARY--The Merger Agreement' and 'SPECIAL FACTORS--Background
of the Merger' sections of the Proxy Statement are incorporated
herein by this reference.
(f)....................................... 'CERTAIN OTHER AGREEMENTS--The Stock Purchase Agreements' section
of the Proxy Statement is incorporated herein by reference.
2. IDENTITY AND BACKGROUND.
This Statement is being jointly filed by Toy Biz, Inc. (the issuer of the class of equity securities which is
the subject of the transaction), Andrews Group Incorporated and Andrews Acquisition Corp. (a wholly owned
subsidiary Andrews Group).
(a)-(d), (g).............................. 'INTRODUCTION;' 'SUMMARY--Transaction Parties' and 'DIRECTORS AND
EXECUTIVE OFFICERS OF MARVEL, ANDREWS GROUP, ACQUISITION AND THE
COMPANY' sections of the Proxy Statement are incorporated herein
by this reference.
(e), (f).................................. To the best of the undersigneds' knowledge, except as described
under 'DIRECTORS AND EXECUTIVE OFFICERS OF MARVEL, ANDREWS GROUP,
ACQUISITION AND THE COMPANY' section of the Proxy Statement which
is incorporated herein by this reference, none of the persons
with respect to whom information is provided in response to this
Item was during the last five years (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any
violation of such laws.
1
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ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
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3. PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS.
(a)(1).................................... 'SUMMARY;' 'SPECIAL FACTORS--Background of the Merger;' ' SPECIAL
FACTORS--Interest of Certain Persons in the Transaction;'
'CERTAIN OTHER AGREEMENTS--The Stock Purchase Agreements;' and
'SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT'
sections of the Proxy Statement are incorporated herein by this
reference.
(a)(2), (b)............................... 'SUMMARY;' 'SPECIAL FACTORS--Background of the Merger;'
'--Recommendations of the Special Committee and the Board of
Directors of the Company; Fairness of the Merger;' '--Opinion of
Financial Advisor;' '--Interests of Certain Persons in the
Transaction;' and ANNEX A sections of the Proxy Statement are
incorporated herein by this reference.
4. TERMS OF THE TRANSACTION.
(a)....................................... 'SUMMARY--The Merger Agreement;' 'SPECIAL FACTORS;' 'THE MERGER
AGREEMENT' and 'THE ACQUISITION AGREEMENT' sections of the Proxy
Statement are incorporated herein by this reference.
(b)....................................... 'SPECIAL FACTORS--Interests of Certain Persons in the
Transaction;' 'THE MERGER AGREEMENT--Directors', and Officers',
Indemnification and Insurance;' 'CERTAIN OTHER AGREEMENTS--The
Stock Purchase Agreements' and '--Stockholders' Agreement and
Class B Voting Trusts' sections of the Proxy Statement are
incorporated herein by this reference.
5. PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a), (b), (d)............................. None.
(c), (e), (f), (g)........................ 'SPECIAL FACTORS--Certain Projections;' '--Conduct of the
Business following the Merger;' '--Certain Effects of the Merger'
and '--Interests of Certain Persons in the Transaction' sections
of the Proxy Statement are incorporated herein by this reference.
6. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
(a), (b).................................. 'SUMMARY--The Merger Agreement--Financing;' 'SPECIAL
FACTORS--Sources and Uses of Funds' and '--Opinion of Financial
Advisor' sections of the Proxy Statement are incorporated herein
by this reference.
(c), (d).................................. Not Applicable.
2
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ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
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7. PURPOSE(S), ALTERNATIVES, REASONS AND
EFFECTS.
(a)-(c)................................... 'SUMMARY;' 'SPECIAL FACTORS--Background of the Merger;'
'--Recommendations of the Special Committee and the Board of
Directors of the Company; Fairness of the Merger' and '--Certain
Effects of the Merger' sections of the Proxy Statement are
incorporated herein by this reference.
(d)....................................... 'SUMMARY;' 'SPECIAL FACTORS--Certain Effects of the Merger;'
'--Recommendations of the Special Committee and the Board of
Directors of the Company; Fairness of the Merger;' '--Opinion of
Financial Advisor;' '--Conduct of the Business following the
Merger;' '--Certain Federal Income Tax Consequences' and 'THE
MERGER AGREEMENT' sections of the Proxy Statement are
incorporated herein by this reference.
8. FAIRNESS OF THE TRANSACTION.
(a), (b).................................. 'SUMMARY'; 'SPECIAL FACTORS--Background of the Merger;'
'Recommendations of the Special Committee and the Board of
Directors of the Company; Fairness of the Merger;' '--Opinion of
Financial Advisor;' '--Interests of Certain Persons in the
Transaction;' '--Position of Andrews Group' 'ANNEX B--Opinion of
Financial Advisor' sections of the Proxy Statement are
incorporated herein by this reference.
(c)....................................... 'INTRODUCTION;' 'SUMMARY--The Special Meeting' and 'THE SPECIAL
MEETING--Voting Rights and Vote Required' sections of the Proxy
Statement are incorporated herein by this reference.
(d)....................................... 'SPECIAL FACTORS--Background of the Merger;'
'--Opinion of Financial Advisor' and 'ANNEX B-- Opinion of
Financial Advisor' sections of the Proxy Statement are
incorporated herein by this reference.
(e)....................................... 'SPECIAL FACTORS--Recommendations of the Special Committee and
the Board of Directors of the Company; Fairness of the Merger'
section of the Proxy Statement are incorporated herein by this
reference.
(f)....................................... Not applicable.
9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN
NEGOTIATIONS.
(a), (b).................................. 'SUMMARY;' 'SPECIAL FACTORS--Opinion of Financial Advisor;'
'--Background of the Merger' and 'ANNEX B--Opinion of Financial
Advisor' sections of the Proxy Statement are incorporated herein
by this reference.
(c)....................................... 'ANNEX B--Opinion of Financial Advisor' section of the Proxy
Statement are incorporated herein by this reference.
3
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ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
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10. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b).................................. 'INTRODUCTION;' 'SPECIAL FACTORS--Background of the Merger;'
'--Interests of Certain Persons in the Transaction;' 'CERTAIN
OTHER AGREEMENTS--The Stock Purchase Agreements' and 'SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT' sections
of the Proxy Statement are incorporated herein by this reference.
11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S
SECURITIES................................ 'SUMMARY;' 'SPECIAL FACTORS--Background of the Merger;'
'--Recommendations of the Special Committee and the Board of
Directors of the Company; Fairness of the Merger;' '--Opinion of
Financial Advisor;' '--Interests of Certain Persons in the
Transaction;' 'CERTAIN OTHER AGREEMENTS--The Stock Purchase
Agreements;'
'--Stockholders' Agreement and Class B Voting Trusts;' and
'--Company Registration Rights Agreement' sections of the Proxy
Statement are incorporated herein by this reference.
12. PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION.
(a), (b).................................. 'INTRODUCTION;' 'THE SPECIAL MEETING--Voting Rights and Vote
Required;' 'SPECIAL FACTORS--Recom-
mendations of the Special Committee and the Board of Directors of
the Company; Fairness of the Merger' and 'CERTAIN OTHER
AGREEMENTS--The Stock Purchase Agreements' sections of the Proxy
Statement are incorporated herein by this reference.
13. OTHER PROVISIONS OF THE TRANSACTION.
(a)....................................... 'STOCKHOLDERS' RIGHTS OF APPRAISAL' and 'ANNEX C--Excerpts from
the General Corporation Law of the State of Delaware Relating to
the Rights of Dissenting Stockholders' sections of the Proxy
Statement are incorporated herein by this reference.
(b)....................................... None.
(c)....................................... Not applicable.
14. FINANCIAL INFORMATION.
(a)....................................... 'SELECTED FINANCIAL INFORMATION' section of the Proxy Statement
are also incorporated herein by this reference.
(b)....................................... Not applicable.
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ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
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15. PERSONS AND ASSETS EMPLOYED, RETAINED OR
UTILIZED.
(a), (b).................................. 'INTRODUCTION;' 'SUMMARY--Special Factors--Opinion of Financial Advisor;'
'SPECIAL FACTORS--Opinion of Financial Advisor' and '--Sources and Uses of
Funds' sections of the Proxy Statement are incorporated herein by
this reference.
16. ADDITIONAL INFORMATION. See text of the Proxy Statement.
17. MATERIAL TO BE FILED AS EXHIBIT.
(a)....................................... Not applicable.
(b)....................................... Exhibit (b)(1) Fairness Opinion of Wasserstein Perella & Co.,
Inc., dated December 24, 1996 (incorporated by reference to ANNEX
B to the Proxy Statement attached hereto as Exhibit (d)(1))
Exhibit (b)(2) Material distributed by Wasserstein Perella & Co.,
Inc, to the Special Committee of Toy Biz, Inc. on December 13,
1996 (to be filed by amendment)
(c)....................................... Exhibit (c)(1) Agreement and Plan of Merger, dated as of December
27, 1996, by and among Andrews Group Incorporated, Andrews
Acquisition Corp. and Toy Biz, Inc. (incorporated by reference to
ANNEX A to the Proxy Statement attached hereto as Exhibit (d)(1))
Exhibit (c)(2) Stockholders' Agreement, dated as of March 2,
1995, among Isaac Perlmutter, Avi Arad, Isaac Perlmutter T.A.,
and Marvel Entertainment Group, Inc. (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995.)
Exhibit (c)(3) Registration Rights Agreement, dated as of March
2, 1995, by and among the Company, Marvel Entertainment Group,
Inc., Isaac Perlmutter, Avi Arad and Zib Inc. (incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995.)
Exhibit (c)(4) Stock Option Agreement, dated as of April 30,
1993, between the Company and Avi Arad (incorporated by reference
to Exhibits 10.25, 10.26 and 10.26(b) to the Company's
Registration Statement on Form S-1, File No. 33-87268)
Exhibit (c)(5) Stock Purchase Agreement, dated as of November 20,
1996, between Andrews Group Incorporated and Avi Arad
(incorporated by reference to Exhibit B to Amendment No. 1 to
Schedule 13D filed by Andrews Group with respect to Toy Biz,
Inc.)
Exhibit (c)(6) Stock Purchase Agreement, dated as of November 20,
1996, by and among Andrews Group
5
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ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT
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Incorporated and Isaac Perlmutter, Isaac Perlmutter, T.A. and
Zib, Inc. (incorporated by reference to Exhibit A to Amendment
No. 1 to Schedule 13D filed by Andrews Group and Mafco Holdings
Inc. with respect to Toy Biz, Inc.)
Exhibit (c)(7) Voting Trust Agreement, dated as of March 2, 1995,
by and among Marvel Entertainment Group, Inc., Avi Arad and the
Company (incorporated by reference to Exhibit 9.1 to the
Company's Registration Statement on Form S-1, File No. 33-87268).
Exhibit (c)(8) Voting Trust Agreement, dated as of March 2, 1995,
by and among Marvel Entertainment Group, Inc., Isaac Perlmutter
and the Company (incorporated by reference to Exhibit 9.2 to the
Company's Registration Statement on Form S-1, File No. 33-87268).
Exhibit (c)(9) Stock Purchase Agreement, dated as of December 27,
1996, by and between Andrews Group Incorporated and Marvel
Entertainment Group, Inc. (incorporated by reference to Exhibit C
to Amendment No. 3 to the Schedule 13D filed by Andrews Group
Incorporated with respect to the Class A Common Stock of Toy Biz,
Inc.).
Exhibit (c)(10) Amendment to Stock Purchase Agreement, dated as
of January 29, 1997, by and among Andrews Group Incorporated and
Avi Arad.
Exhibit (c)(11) Amendment to Stock Purchase Agreement, dated as
of January 29, 1997, by and among Andrews Group Incorporated,
Isaac Perlmutter, Isaac Perlmutter T.A., and Zib Inc.
(d)....................................... Exhibit (d)(1) Letter to Stockholders, Notice of Special Meeting
of Stockholders, Proxy Statement and form of the Proxy for the
Special Meeting of Stockholders of Toy Biz, Inc.
(e)....................................... Exhibit (e)(1) Sections of the Delaware General Corporation Law
(incorporated by reference to ANNEX C to the Proxy Statement
attached hereto as Exhibit (d)(1))
(f)....................................... Not applicable.
6
SIGNATURE
After due inquiry, and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
ANDREWS GROUP INCORPORATED
By: /s/ GLENN DICKES
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Glenn P. Dickes
Senior Vice President
ANDREWS ACQUISITION CORP.
By: /s/ GLENN DICKES
----------------------------------
Glenn P. Dickes
Vice President
TOY BIZ, INC.
By: /s/ DANIEL J. WERTHER
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Daniel J. Werther
Executive Vice President
Dated: January 30, 1997
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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(a) -- Not applicable.
(b) -- Exhibit (b)(1) Fairness Opinion of Wasserstein Perella & Co., Inc., dated December 24,
1996 (incorporated by reference to Annex B to the Proxy Statement attached hereto as
Exhibit (d)(1)).
Exhibit (b)(2) Material distributed by Wasserstein Perella & Co., Inc. to the Special
Committee of Toy Biz, Inc. on December 13, 1996 (to be filed by amendment)
(c) -- Exhibit (c)(1) Agreement and Plan of Merger, dated as of December 27, 1996, by and
among Andrews Group Incorporated, Andrews Acquisition Corp. and Toy Biz, Inc.
(incorporated by reference to Annex A to the Proxy Statement attached hereto as
Exhibit (d)(1)).
Exhibit (c)(2) Stockholders Agreement, dated as of March 2, 1995, among Isaac
Perlmutter, Avi Arad, Isaac Perlmutter T.A., Marvel Entertainment Group, Inc., the
Company, and Zib Inc. (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.)
Exhibit (c)(3) Registration Rights Agreement, dated as of March 2, 1995, by and among
the Company, Marvel Entertainment Group, Inc., Isaac Perlmutter and Avi Arad
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995.)
Exhibit (c)(4) Stock Option Agreement, dated as of April 30, 1993, between the Company
and Avi Arad (incorporated by reference to Exhibits 10.25, 10.26 and 10.26(b) to the
Company's Registration Statement on Form S-1, File No. 33-87268)
Exhibit (c)(5) Stock Purchase Agreement, dated as of November 20, 1996, between Andrews
Group Incorporated and Avi Arad (incorporated by reference to Exhibit B to Amendment
No. 1 to Schedule 13D filed by Andrews Group with respect to Toy Biz, Inc.)
Exhibit (c)(6) Stock Purchase Agreement, dated as of November 20, 1996, by and among
Andrews Group Incorporated and Isaac Perlmutter, Isaac Perlmutter, T.A. and Zib, Inc.
(incorporated by reference to Exhibit A to Amendment No. 1 to Schedule 13D filed by
Andrews Group and Mafco Holdings Inc. with respect to Toy Biz, Inc.)
Exhibit (c)(7) Voting Trust Agreement, dated as of March 2, 1995, by and among Marvel
Entertainment Group, Inc., Avi Arad and the Company (incorporated by reference to
Exhibit 9.1 to the Company's Registration Statement on Form S-1, File No. 33-87268).
Exhibit (c)(8) Voting Trust Agreement, dated as of March 2, 1995, by and among Marvel
Entertainment Group, Inc., Isaac Perlmutter and the Company (incorporated by reference
to Exhibit 9.2 to the Company's Registration Statement on Form S-1, File No. 33-87268).
Exhibit (c)(9) Stock Purchase Agreement, dated as of December 27, 1996, by and between
Andrews Group Incorporated and Marvel Entertainment Group, Inc. (incorporated by
reference to Exhibit C to Amendment No. 3 to the Schedule 13D filed by Andrews Group
Incorporated with respect to the Class A Common Stock of Toy Biz, Inc.).
Exhibit (c)(10) Amendment to Stock Purchase Agreement, dated as of January 29, 1997, by
and between Andrews Group Incorporated and Avi Arad.
Exhibit (c)(11) Amendment to Stock Purchase Agreement, dated as of January 29, 1997, by
and among Andrews Group Incorporated, Isaac Perlmutter, Isaac Perlmutter T.A., and Zib
Inc.
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(d) -- Exhibit (d)(1) Letter to Stockholders, Notice of Special Meeting of Stockholders, Proxy
Statement and form of the Proxy for the Special Meeting of Stockholders of Toy Biz,
Inc.
(e) -- Exhibit (e)(1) Sections of the Delaware General Corporation Law (incorporated by
reference to Annex C to the Proxy Statement attached hereto as exhibit (d)(1)).
(f) -- Not applicable.
Dates Referenced Herein and Documents Incorporated by Reference
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