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): FEBRUARY 12, 1996 LEWIS GALOOB TOYS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-9599 94-1716574 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 500 FORBES BOULEVARD SOUTH SAN FRANCISCO, CALIFORNIA 94080 (Address of principal executive offices) (Zip Code) (415) 952-1678 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. By press release dated February 12, 1996, the registrant announced the redemption of its 8% Convertible Subordinated Debentures due 2000 on or about March 22, 1996. The registrant also announced its intent to commence an exchange offer for the 1,839,000 outstanding Depositary Convertible Exchangeable Preferred Shares (the "Preferred Shares") pursuant to which the registrant will offer to exchange 1.85 shares of its common stock for each outstanding Preferred Share. The exchange offer will have a termination date of March 29, 1996 and will be conditioned on, among other things, the receipt of valid tenders from the holders of at least 75 percent of the outstanding Preferred Shares. The press release is attached hereto as Exhibit 10.1 and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) Exhibits Exhibit No. - ----------- 10.1 Press release dated February 12, 1996. 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. LEWIS GALOOB TOYS, INC. By: /s/ William B. Towne ------------------------- William B. Towne Executive Vice President, Finance and Chief Financial Officer Date: February 13, 1996 EXHIBIT INDEX Exhibit Sequential No. Description Page No. - ------- ----------- ---------- 10.1 Press release dated February 12, 1996.