UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
MARVEL ENTERPRISES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Titles of Classes of Securities)
57383M-10-8
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(CUSIP Number)
Anthony J. Horan
Corporate Secretary
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
(212) 270-7122
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 1998
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
(Continued on following pages)
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CUSIP No. 57383M-10-8 13D
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1. Name of Reporting Person
The Chase Manhattan Corporation
S.S. or I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
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3. SEC Use Only
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4. Sources of Funds
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
Delaware
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Number of Shares 7. Sole Voting Power
Beneficially Owned by None
Each Reporting Person 8. Shared Voting Power
33,002,326
9. Sole Dispositive Power
2,096,291 (1)
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
33,002,326
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
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13. Percent of Class Represented by Amount in Row (11)
71%
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14. Type of Reporting Person
HC
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(1) For purposes of calculating beneficial ownership under Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 777,202 shares
of 8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per
share (the "Preferred Stock"), of Marvel Enterprises, Inc. (the "Company"),
which is each convertible into 1.039 shares of Common Stock, par value $.01 per
share (the "Common Stock," together with the Preferred Stock, the "Capital
Stock"), of the Company, are included on an as-converted basis.
<PAGE>
CUSIP No. 57383M-10-8 13D
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1. Name of Reporting Person
The Chase Manhattan Bank
S.S. or I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
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3. SEC Use Only
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4. Sources of Funds
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
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6. Citizenship or Place of Organization
New York
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Number of Shares 7. Sole Voting Power
Beneficially Owned by None
Each Reporting Person 8. Shared Voting Power
33,002,326
9. Sole Dispositive Power
2,096,291 (2)
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
33,002,326
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
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13. Percent of Class Represented by Amount in Row (11)
71% of Common Stock
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14. Type of Reporting Person
BK
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(2) For purposes of calculating beneficial ownership under Rule 13d-3 of the
Exchange Act, 777,202 shares of Preferred Stock are included on an as-converted
basis.
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<PAGE>
ITEM 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates to
the Common Stock, par value $.01 per share (the "Common Stock"), of Marvel
Enterprises, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 685 Third Avenue, New York, New
York 10017.
ITEM 2. Identity and Background.
(a) through (c) and (f). This Statement is filed by The Chase
Manhattan Corporation, a Delaware corporation ("CMC"), and The Chase Manhattan
Bank, a New York corporation and a wholly-owned subsidiary of CMC ("CMB,"
together with CMC, the "Reporting Persons").
CMC is a bank holding company registered under the Bank
Holding Company Act of 1956. CMC conducts its domestic and international
financial services business through various bank and non-bank subsidiaries. The
principal bank subsidiaries of CMC are: CMB; Chase Bank of Texas, N.A.; and
Chase Manhattan Bank USA, N.A. The principal non-bank subsidiary of CMC is Chase
Securities Inc., CMC's "Section 20" subsidiary, which is engaged in securities
underwriting and dealing activities.
The business address and address of the principal executive
office of each of the Reporting Persons is 270 Park Avenue, New York, New York
10017.
The name, business address and present principal occupation or
employment of each of the executive officers and directors of each of the
Reporting Persons are set forth on Schedule I hereto, which is incorporated
herein by reference. Each natural person identified on Schedule I hereto is a
citizen of the United States.
(d) through (e). During the last five years, neither of the
Reporting Persons, nor, to the best of their knowledge, any of their respective
executive officers and directors listed in Schedule I hereto has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or was 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 future violations of, or prohibiting
activities subject to, Federal or State securities laws or finding any violation
of such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The 2,096,291 shares of Common Stock owned by the Reporting
Persons were acquired by CMB as a secured lender to Marvel Entertainment Group,
Inc. pursuant to the Fourth Amended Joint Plan of Reorganization in the
bankruptcy matter of In Re: Marvel Entertainment Group, Inc. et al (case No.
97-638-RRM) in the United States District Court for the District of Delaware
(the "Plan"), a copy of which is filed as Exhibit 1 hereto and is incorporated
herein by reference. The shares of Common Stock reported to be owned by the
Reporting Persons include 807,513 shares of Common Stock that may be acquired by
converting 777,202 shares of 8% Cumulative Convertible Exchangeable Preferred
Stock, par value $.01 per share, of the Company (the "Preferred Stock," together
with the Common Stock, the "Capital Stock") which are each convertible into
1.039 shares of Common Stock.
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ITEM 4. Purpose of Transaction.
(a)-(j) The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this Statement relates pursuant to the Plan,
in an effort to recover payment on loans to Marvel Entertainment Group, Inc., a
Delaware corporation ("Marvel"), as described in the Plan. CMB's purpose in
entering into and consummating the Plan is to realize upon the collateral
securing the loan made by CBM to Marvel and to comply with the terms and
provisions of the Bank Holding Company Act of 1956, as amended. Reference is
made to Item 5 of this Statement with respect to changes in the Company Board.
The Reporting Persons may sell or otherwise dispose of any or
all of the shares of Common Stock or other securities of the Company
beneficially owned by them either in the open market or in private transactions
depending on the Reporting Persons' evaluation of the Company's business,
prospects and financial condition, the market for the Common Stock and Preferred
Stock, other opportunities available to the Reporting Persons, prospects for the
Reporting Persons' own business, general economic conditions, money and stock
market conditions and other future developments. The Reporting Persons may take
any other action with respect to the Company or any of its debt or equity
securities in any manner permitted by law.
Except for the foregoing, the Reporting Persons have no plans
or proposals which relate to or would result in:
(a) the acquisition of any additional securities of the
Company, or the disposition of any securities of the
Company;
(b) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation of the Company
or its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Company or its subsidiaries;
(d) any material change in the present board of directors
or management of the Company, including any plans or
proposals to change the number or term of directors
or to fill any vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any material change in the Company's business or
corporate structure;
(g) any change in the Company's charter or by-laws or
other actions which may impede the acquisition of
control of the Company by any person;
(h) a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
quoted in an inter-dealer quotation system of a
registered national securities association;
(i) a class of equity securities of the Company becoming
eligible for termination and registration pursuant to
Section 12(g)(4) of the Exchange Act; or
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(j) any action similar to the foregoing.
ITEM 5. Interest in Securities of the Issuer.
(a) The Reporting Persons may be deemed to beneficially own an
aggregate of 33,002,326 shares of Common Stock, representing approximately 71%
of the outstanding Common Stock as members of the 13(d) Group (as defined
below). 1,288,778 shares of Common Stock and 777,202 shares of Preferred Stock
are owned directly by CMB. Each share of Preferred Stock is convertible into
1.039 shares of Common Stock.
(b) CMC as the sole stockholder of CMB may be deemed to
possess the power to vote and dispose of the shares of Common Stock owned by
CMB. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of
1934, as amended, CMC disclaims beneficial ownership all shares of Capital Stock
owned by CMB. CMB has the power to vote and dispose of the shares of Common
Stock it owns. In addition, to the best of the Reporting Persons' knowledge, Avi
Arad owns 4,150,000 shares of Common Stock; the Dickstein Entities (consisting
of Dickstein & Co., L.P., Dickstein Focus Fund L.P., Dickstein International
Limited, Elyssa Dickstein, Jeffrey Schwarz and Alan Cooper as Trustees U/T/A/D
12/27/88, Mark Dickstein, Grantor, Mark Dickstein and Elyssa Dickstein, as
Trustees of The Mark and Elyssa Dickstein Foundation and Elyssa Dickstein) own
2,315,118 shares of Common Stock and 3,658,061 shares of Preferred Stock; the
Perlmutter Entities (consisting of Isaac Perlmutter, Isaac Perlmutter T.A., The
Laura & Isaac Perlmutter Foundation, Inc., Object Trading Corp., Zib Inc.) own
9,539,500 shares of Common Stock and 3,492,852 shares of Preferred Stock (the
Perlmutter Entities together with Avi Arad and the Dickstein Entities, the
"Investor Group"), Whippoorwill Associates, Incorporated ("Whippoorwill") owns
1,350,404 shares of Common Stock and 2,021,581 shares of Preferred Stock, which
numbers exclude 74,384 shares of Common Stock and 44,857 shares of Preferred
Stock owned by Whipporwill that are not subject to the Stockholders' Agreement
(as defined herein), and Morgan Stanley & Co. Incorporated ("Morgan Stanley")
owns 1,769,375 shares of Common Stock and 2,166,908 shares of Preferred Stock,
which numbers exclude 891,340 shares of Common Stock and 537,526 shares of
Preferred Stock owned by an affiliate of Morgan Stanley, Van Kampen American
Prime Rate Income Trust (CMB, Whippoorwill and Morgan Stanley together, the
"Lender Group," and collectively with the Investor Group and CMC, the "13(d)
Group"). The above information with respect to each of the members of the 13(d)
Group, other than with respect to the Reporting Persons, was provided by the
respective member of the 13(d) Group and was not independently verified by the
Reporting Persons. The Reporting Persons do not have any pecuniary interest nor
do they have any dispositive power over the shares of Capital Stock owned by the
other members of the 13(d) Group. CMB is a party to the Stockholders' Agreement
and reference is made to Item 5 with respect to the terms thereof. The Reporting
Persons may be deemed to share power to vote or direct the vote with respect to
all of the shares of Capital Stock owned by the other members of the 13(d) Group
solely as a result of CMB's participation in the Stockholders' Agreement.
Reference is hereby made to the following filings with the
Securities and Exchange Commission (the "SEC") with respect to information of
Item 2 of Schedule 13D required to be provided by the Reporting Persons with
respect to the other members of the 13(d) Group under Item 4 of Schedule 13D:
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<PAGE>
1. For information with respect to Avi Arad, please see Item
2 of the Schedule 13D filed by Avi Arad on October 13,
1998;
2. For information with respect to the Dickstein Entities,
please see Item 2 of the Schedule 13D filed by the
Dickstein Entities on October 13, 1998;
3. For information with respect to the Perlmutter Entities,
please see Item 2 of the Schedule 13D filed by the
Perlmutter Entities on October 13, 1998;
4. For information with respect to Whippoorwill, please see
Item 2 of the Schedule 13D filed by Whippoorwill on
October 13, 1998; and
5. For information with respect to Morgan Stanley, please see
Item 2 of the Schedule 13D filed by Morgan Stanley on
October 13, 1998.
(c) All of the shares of Common Stock and Preferred Stock
owned by CMB were acquired by CMB on October 1, 1998 pursuant to the Plan.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
CMB is a party to a Stockholders' Agreement, dated as of
October 1, 1998, by and among the Investor Group, the Lender Group and the
Company (the "Stockholders' Agreement"). Pursuant to the Stockholders' Agreement
and the Company's Certificate of Incorporation the number of directors of the
Company is initially fixed at 11, six of whom, subject to the conditions
contained in the Stockholders' Agreement, are to be designated by the Investor
Group (one of whom will be designated by the Dickstein Entities) and five of
whom, subject to the conditions contained therein are to be designated by the
Lender Group. Each of the Investor Group and Lender Group is referred to herein
as a "Group." The number of directors that each Group is allowed to designate
will be reduced following June 30, 2000 if the applicable Group decreases its
beneficial ownership of Capital Stock of the Company below certain predetermined
levels, as set forth in the Stockholders' Agreement.
In addition, the Stockholders' Agreement provides that each
party thereto will vote, or cause to be voted, the shares of Capital Stock it
beneficially owns and will use its best efforts to cause its designees to the
Company Board, subject to the exercise of their fiduciary duties, to establish
the following committees of the Company Board: (i) an Audit Committee, which
will consist of five independent directors, three of whom will be designated by
a majority of the members of the Company Board designated by the Lender Group
and two of whom will be designated by a majority of the members of the Company
Board designated by the Investor Group, (ii) a Compensation and Nominating
Committee, which will consist of five directors, at least one of whom from each
Group will be an independent director, two of whom will be designated by a
majority of the members of the Company Board designated by the Lender Group and
three of whom will be designated by a majority of the members of the Company
Board designated by the Investor Group, and (iii) a Finance Committee, which
will consist of five directors,
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<PAGE>
two of whom will be designated by a majority of the members of the Company Board
designated by the Lender Group and three of whom will be designated by a
majority of the members of the Company Board designated by the Investor Group.
The number of directors that each Group is allowed to designate to a committee
of the Company Board will be reduced if the applicable Group decreases its
beneficial ownership of Capital Stock of the Company below certain predetermined
levels, as set forth in the Stockholders' Agreement.
The terms and conditions of the Stockholders' Agreement are
more fully described therein. The form of the Stockholders' Agreement is
currently being finalized and will be filed promptly by amendment.
Pursuant to the Plan, as promptly as following the
consummation of the transactions contemplated by the Plan, the Company will file
with the SEC a shelf registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), to register for resale the shares of Common
Stock and Preferred Stock held by New Investors (as defined in the Plan) and
affiliates of the Company (as such term is defined in Rule 405 promulgated under
the Securities Act), subject to the terms and conditions of the Plan. If CMB is
considered an affiliate of the Company, it will be entitled to include the
shares of Capital Stock that it owns in such registration statement.
ITEM 7. Material to be Filed as Exhibits.
1 -- Fourth Amended Joint Plan of Reorganization in the
bankruptcy matter of In Re: Marvel Entertainment Group, Inc.
et al (case No. 97-638-RRM) in the United States District
Court for the District of Delaware (incorporated by
reference to Annex D of the Proxy Statement on Schedule 14A
(SEC File No. 001-13638) filed by the Company on August 13,
1998).
2 -- Stockholders' Agreement, dated as of October 1, 1998, by
and among Avi Arad, Various Dickstein Entities and
Individuals, Isaac Perlmutter, Isaac Perlmutter T.A., The
Laura & Isaac Perlmutter Foundation, Inc., ZIB Inc., Various
Secured Lenders and the Company (to be filed by amendment).
3 -- Agreement of joint filing pursuant to Rule 13d-1(k) under
the Exchange Act.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 13, 1998
THE CHASE MANHATTAN CORPORATION
By: /s/ Susan Sturges Spagnola
-------------------------------------
Name: Susan Sturges Spagnola
Title: Vice President, Assistant
General Counsel, Assistant
Corporate Secretary
THE CHASE MANHATTAN BANK
By: /s/ Susan Sturges Spagnola
-------------------------------------
Name: Susan Sturges Spagnola
Title: Vice President, Assistant
General Counsel, Assistant
Corporate Secretary
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<PAGE>
EXHIBIT INDEX
1 -- Fourth Amended Joint Plan of Reorganization in the
bankruptcy matter of In Re: Marvel Entertainment Group, Inc. et
al (case No. 97-638-RRM) in the United States District Court for
the District of Delaware (incorporated by reference to Annex D of
the Proxy Statement on Schedule 14A (SEC File No. 001-13638)
filed by the Company on August 13, 1998).
2 -- Stockholders' Agreement, dated as of October 1, 1998, by and
among Avi Arad, Various Dickstein Entities and Individuals, Isaac
Perlmutter, Isaac Perlmutter T.A., The Laura & Isaac Perlmutter
Foundation, Inc., ZIB Inc., Various Secured Lenders and the
Company (to be filed by amendment).
3 -- Agreement of joint filing pursuant to Rule 13d-1(k) under the
Exchange Act.
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
The name, present principal occupation or employment and
business address of each of the executive officers and directors of each of The
Chase Manhattan Corporation ("CMC") and The Chase Manhattan Bank ("CMB") are set
forth below.
THE CHASE MANHATTAN CORPORATION AND
THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
Present Principal Occupation
Name and Position or Employment Business Address
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<S> <C> <C>
Hans W. Becherer, Chairman and Chief Executive Officer of Deere & Company
Director Deere & Company One John Deere Place
Moline, Illinois 61265
Frank A. Bennack Jr., President and Chief Executive Officer The Hearst Corporation
Director of The Hearst Corporation 959 Eighth Avenue
New York, New York 10019
Susan V. Berresford, President of The Ford Foundation The Ford Foundation
Director 320 East 43rd Street
New York, New York 10017
Donald J. Boudreau, Vice Chairman National Consumer *
Vice Chairman Services of CMC and CMB
M. Anthony Burns, Chairman, President and Chief Executive Ryder System, Inc.
Director Officer of Ryder System, Inc. 3600 N.W. 82nd Avenue
Miami, Florida 33166
John J. Farrell, Director of Human Resources of CMC and *
Director of Human Resources CMB
H. Laurance Fuller, Chairman and Chief Executive Officer of Amoco Corporation
Director Amoco Corporation 200 East Randolph Drive
Chicago, Illinois 60601
Melvin R. Goodes, Chairman and Chief Executive Officer of Warner-Lambert Company
Director Warner-Lambert Company 201 Tabor Road, Morris Plains
New Jersey 07950
William H. Gray III, President and Chief Executive Officer The College Fund/UNCF
Director of The College Fund/UNCF 8260 Willow Oaks Corporate Drive
Fairfax, Virginia 22031
George V. Grune, Chairman of DeWitt Wallace-Reader's DeWitt Wallace-Reader's Digest Fund,
Director Digest Fund, Inc. and Lila Inc. and Lila Wallace-Reader's Digest
Wallace-Reader's Digest Fund, Inc. Fund, Inc.
2 Park Avenue, 23rd Floor
New York, New York 10016
William B. Harrison Jr., Vice Chairman of the Board and Director *
Director and Vice Chairman of of CMC and CMB
the Board
Frederick W. Hill Director of Corporate Marketing and *
Director of Corporate Communications of CMC and CMB
Marketing and Communications
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Harold S. Hook, Retired American General Corporation
Director 2727 Allen Parkway, Suite W16-01
Houston, Texas 77019
Helene L. Kaplan, Of Counsel to the firm of Skadden, Skadden, Arps, Slate, Meagher & Flom
Director Arps, Slate, Meagher & Flom LLP LLP, 919 Third Avenue, New York, New
York 10022
Thomas G. Labrecque, President and Chief Operating Officer *
Director, President and Chief of CMC and CMB
Operating Officer
William H. McDavid, General Counsel of CMC and CMB *
General Counse
Henry B. Schacht, Director and Senior Advisor of Lucent Lucent Technologies Inc.
Director Technologies Inc. 32 Old Slip - 35th Floor
New York, New York 10005
Marc J. Shapiro, Vice Chairman Finance and Risk *
Vice Chairman Management of CMC and CMB
Walter V. Shipley, Chairman and Chief Executive Officer of *
Chairman and Chief Executive CMC
Officer
Andrew C. Sigler, Retired Champion International Corporation
Director One Champion Plaza
Stamford, Connecticut 06921
Joseph G. Sponholtz, Vice Chairman Chase Technology *
Vice Chairman Solutions of CMC and CMB
John R. Stafford, Chairman, President and Chief Executive American Home Products Corporation,
Director Officer of American Home Products Five Giralda Farms
Corporation Madison, New Jersey 07940
Marina v.N. Whitman, Professor of Business Administration University of Michigan
Director and Pubic Policy, University of Michigan School of Public Policy
411 Lorch Hall, 611 Tappan Street Ann
Arbor, MI 48109
</TABLE>
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* The principal business address of CMC and CMB, 270 Park Avenue, New York,
New York 10017
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EXHIBIT 3
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the each of the undersigned hereby agrees to
file with the Securities and Exchange Commission the Statement on Schedule 13D
(the "Statement") to which this Agreement is attached as an exhibit, and agrees
that such Statement, as so filed is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of October 13, 1998.
THE CHASE MANHATTAN CORPORATION
By: /s/ Susan Sturges Spagnola
-------------------------------------
Name: Susan Sturges Spagnola
Title: Vice President, Assistant
General Counsel, Assistant
Corporate Secretary
THE CHASE MANHATTAN BANK
By: /s/ Susan Sturges Spagnola
-------------------------------------
Name: Susan Sturges Spagnola
Title: Vice President, Assistant
General Counsel, Assistant
Corporate Secretary
