SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
MARVEL ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class and Securities)
573913 10 0
(CUSIP Number of Class of Securities)
Barry F. Schwartz
MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, NY 10021
Telephone: (212) 572-8600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan C. Myers
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
November 12, 1996
(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 Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 573913 10 0
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marvel Holdings Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 50,932,167
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
50,932,167
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,932,167
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.0%
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(14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 573913 10 0
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marvel (Parent) Holdings Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 80,234,493
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
80,234,493
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,234,493
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
78.8%
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(14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 573913 10 0
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Andrews Group Incorporated
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 80,519,693
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
80,519,693
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,519,693
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
79.1%
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(14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 573913 10 0
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mafco Holdings Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
-----------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 82,628,392
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
82,628,392
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,628,392
-----------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
81.2%
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(14) TYPE OF REPORTING PERSON
CO
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This statement amends and supplements the Schedule 13D
relating to the common stock, par value $.01 per share (the "Marvel Common
Stock"), of Marvel Entertainment Group, Inc. ("Marvel"), as originally
filed with the Securities and Exchange Commission dated May 18, 1993 by New
Marvel Holdings Inc., MacAndrews & Forbes Holdings Inc. ("M&F"), and
Mafco Holdings Inc. ("Mafco"), as amended by Amendment No. 1 filed with
the Securities and Exchange Commission dated October 12, 1993, by Marvel
Holdings Inc. ("Marvel Holdings"), Marvel (Parent) Holdings Inc. ("Marvel
(Parent)"), Four Star Holdings Corp., Andrews Group Incorporated ("Andrews"),
M&F and Mafco. Except as disclosed herein, there has been no change in the
information previously reported in this Schedule 13D.
Item 2. Identity and Background.
Schedule I attached hereto sets forth certain information
with respect to each director and executive officer of Andrews, Marvel
(Parent), Marvel Holdings and Mafco (collectively, the "Reporting
Persons").
Items 3 and 4. Source and Amount of Funds or Other Consideration and
Purpose of the Transaction.
Andrews has proposed to Marvel an investment by Andrews in
Marvel pursuant to which Andrews would acquire from Marvel a number of
shares of Marvel Common Stock (or its equivalent), representing 80.1% of the
outstanding shares of the Marvel Common Stock after giving effect to the
acquisition. Based on the approximately 101.8 million shares of Marvel
Common Stock outstanding, this would require the issuance of approximately
410 million shares of Marvel Common Stock (or its equivalent). The purchase
price for the shares would be $350 million in cash, or at the option of
Andrews, an equal value of shares of Class A common stock, par value $.01
per share (the "Toy Biz Common Stock") of Toy Biz, Inc., or a combination
of the foregoing. The source of the funds would be cash available and shares
of Toy Biz Common Stock owned by Andrews. See Exhibit A, attached.
Except as set forth in this Item 4, none of the Reporting
Persons nor, to the best of the knowledge of the Reporting Persons, any of
the individuals named in Schedule I hereto, has any plans or proposals
which relate to or which would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of November 13, 1996, the number of shares
outstanding of Marvel Common Stock was 101,809,657 shares, of which Marvel
(Parent) may be deemed to own beneficially 80,234,493 shares or 78.8% of
the total outstanding, Marvel Holdings owns 50,932,167 shares or 50.0% of
the total outstanding, and Andrews may be deemed to own beneficially
80,519,693 shares or 79.1% of the total outstanding. Other affiliates of
Mafco own 2,108,699 shares and therefore Mafco may be deemed to own bene-
ficially 82,628,392 shares or 81.2% of the total outstanding.
Except as set forth above, the Reporting Persons do not
beneficially own any Marvel Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 7. Materials to be filed as Exhibits.
Attached as Exhibit A is a copy of the proposal letter dated
November 12, 1996 from Andrews to Marvel.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 15, 1996
Marvel (Parent) Holdings Inc.
Marvel Holdings Inc.
Andrews Group Incorporated
Mafco Holdings Inc.
By:/s/ Barry F. Schwartz
Name: Barry F. Schwartz
Title: Executive Vice
President and General Counsel
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
Andrews Group Incorporated
Set forth below is each director and executive officer of
Andrews Group Incorporated. Unless otherwise indicated each person
identified below is principally employed by Mafco Holdings Inc. The
principal occupation or employment of Mr. Shapiro is his position as
General Counsel of Marvel Entertainment Group, Inc.; the principal
occupation or employment of Mr. Bridges is his position as Executive Vice
President and Chief Administrative Officer of New World Communications
Group Incorporated; the principal occupation or employment of Mr. Page is
his position as Executive Vice President and Chief Financial Officer of New
World Communications Group Incorporated; the principal occupation or
employment of Mr. Bevins is his position as Chief Executive Officer of
Andrews Group Incorporated; the principal occupation or employment of Mr.
Sassa is his position as Chairman and Chief Executive Officer of Marvel
Entertainment Group, Inc; and the principal occupation or employment of Mr.
Kerstetter is his position as Executive Vice President of Andrews Group
Incorporated. The principal address of Andrews Group Incorporated is 3200
Windy Hill Road, Atlanta, Georgia 30339. The principal address of Mafco
Holdings Inc. and, unless otherwise indicated below, the current business
address for each individual listed below is 35 East 62nd Street, New York,
New York 10021. Each individual listed below is a citizen of the United
States.
Name and Address Present Principal Occupation or Employment
Ronald O. Perelman Director and Chairman of the Board
William C. Bevins Director and Chief Executive Officer
Donald G. Drapkin Director and Vice Chairman
Howard Gittis Director and Vice Chairman
Bruce Slovin Director and Vice Chairman
Terry C. Bridges Executive Vice President and Chief
3200 Windy Hill Road Administrative Officer
Atlanta, Georgia 30339
Joseph P. Page Executive Vice President and
1440 South Sepulveda Chief Financial Officer
Boulevard
Los Angeles, CA 90025
Richard E. Halperin Executive Vice President and Special Counsel
to the Chairman
William E. Kerstetter Executive Vice President
1440 South Sepulveda
Boulevard
Los Angeles, CA 90025
Barry F. Schwartz Executive Vice President and
General Counsel
Paul E. Shapiro Executive Vice President
387 Park Avenue South
New York, New York 10016
Scott M. Sassa President and Chief Operations Officer
387 Park Avenue South
New York, New York 10016
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
Mafco Holdings Inc.
Set forth below is each director and executive officer of
Mafco Holdings Inc. Unless otherwise indicated each person identified below
is principally employed by Mafco Holdings Inc. The principal occupation or
employment of Mr. Levin is his position as President and Chief Executive
Officer of Revlon Consumer Products Corporation; and the principal
occupation or employment of Mr. Bevins is his position as Chief Executive
Officer of Andrews Group Incorporated. The principal address of Mafco
Holdings Inc. and, unless otherwise indicated below, the current business
address for each individual listed below is 35 East 62nd Street, New York,
New York 10021. Each such person is a citizen of the United States.
Name and Address Present Principal Occupation or Employment
Ronald O. Perelman Director and Chairman of the Board
Donald G. Drapkin Director and Vice Chairman
Irwin Engelman Director, Executive Vice President
and Chief Financial Officer
Howard Gittis Director and Vice Chairman
Bruce Slovin Director and President
William C. Bevins Executive Vice President
Jerry W. Levin Executive Vice President
Richard E. Halperin Executive Vice President and Special Counsel
to the Chairman
Barry F. Schwartz Executive Vice President and
General Counsel
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
Marvel Holdings Inc. and Marvel (Parent) Holdings Inc.
Set forth below is each director and executive officer of
Marvel Holdings Inc. and Marvel (Parent) Holdings Inc. Unless otherwise
indicated each person identified below is principally employed by Mafco
Holdings Inc. The principal occupation or employment of Mr. Bevins is his
position as Chief Executive Officer of Andrews Group Incorporated. The
principal address of Mafco Holdings Inc. and, unless otherwise indicated
below, the current business address for each individual listed below is 35
East 62nd Street, New York, New York 10021. Each such person is a citizen
of the United States.
Name and Address Present Principal Occupation or Employment
Ronald O. Perelman Director and Chairman of the Board
Donald G. Drapkin Director and Vice Chairman
Irwin Engelman Director, Executive Vice President
and Chief Financial Officer
William C. Bevins Director, President and Chief
Executive Officer
Barry F. Schwartz Executive Vice President and
General Counsel
Exhibit Index
Exhibit A Text of Proposal Letter from Andrews Group Incorporated to
Marvel Entertainment Group, Inc.
Exhibit A Text of Proposal Letter from Andrews Group
to Marvel Entertainment Group, Inc., dated
November 12, 1996.
I am writing to propose, for your consideration, an
investment by Andrews Group Incorporated ("Andrews") in Marvel
Entertainment Group, Inc. ("Marvel"), pursuant to which Andrews would
acquire from Marvel a number of shares Of Marvel common stock, par value
$.0l per share (the "Marvel Common Stock"), representing 80.1% of the
outstanding shares of the Marvel Common Stock after giving effect to the
acquisition (the "Andrews Investment"). The purchase price for the shares
would be $350 million in cash or, at the option of Andrews, an equal value
of shares of Class A common stock, par value $.0l per share (the "Toy Biz
Common Stock"), of Toy Biz, Inc. ("Toy Biz"), or a combination of the
foregoing.
Any contribution by Andrews to Marvel of shares of Toy Biz
Common Stock would be made in the context of Toy Biz becoming a wholly
owned subsidiary of Marvel. In that connection, at Andrews' option, all or
a portion of the purchase price for Andrews Investment could be paid
through the delivery of Toy Biz Common Stock. The shares of Toy Biz Common
Stock to be so transferred would be valued on the basis of the cost to
Andrews of acquiring Toy Biz Common Stock.
In anticipation of the Andrews Investment and Toy Biz
becoming a wholly owned subsidiary of Marvel, Andrews has agreed to
purchase all of the Toy Biz Common Stock owned by Isaac Perlmutter and Avi
Arad. The consummation of the Andrews Investment is subject to an agreement
for the acquisition of Toy Biz having been executed and all conditions to
that agreement having been satisfied.
Consummation of the Andrews Investment will require certain
consents under and amendments to the Marvel credit agreements. Such
consents and amendments would allow Marvel to obtain the additional
borrowing capacity under its credit agreements that Marvel requires.
Moreover, the Andrews Investment is subject to the satisfactory resolution
of a number of issues under the Marvel parent holding company indentures,
including that any Marvel Common Stock purchased by Andrews not be subject
to the liens thereunder.
Our proposal is, of course, also conditioned upon the
execution of a definitive agreement which would contain appropriate
representations, warranties, covenants and conditions customary for
transactions of this nature. In addition, any definitive agreement would be
subject to the approval of Andrews' Board of Directors.
In our view, the Andrews Investment represents a significant
opportunity for Marvel and its stockholders. The Andrews Investment would
provide Marvel with desperately-needed liquidity and financial flexibility.
As such, it is a fundamental predicate to a financial restructuring
essential if Marvel is to resolve its current difficulties and have the
opportunity, over time, to prosper.
We understand that, in light of overlapping equity ownership
between Andrews and Marvel, you have formed a special committee of
independent directors (the "Special Committee") to consider the Andrews
Investment. Both we and our financial and legal advisors are at your
disposal to render whatever assistance or provide any further details with
respect to the Andrews Investment that you may require. Moreover, we are
all prepared to meet with the Special Committee and its legal and financial
advisors at your earliest convenience to review the Andrews Investment and
any other aspect of Andrews that may be of interest or assistance.
