SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
MARVEL ENTERTAINMENT GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class and Securities)
573913 10 0
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(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
_____________________________________________________________
(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
March 7, 1997
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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 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: ( )
This statement amends and supplements the Schedule 13D,
dated May 18, 1993, relating to the common stock, par value $.01
per share, of Marvel Entertainment Group, Inc. ("Marvel"), as
originally filed with the Securities and Exchange Commission by
New Marvel Holdings Inc., MacAndrews & Forbes Holdings Inc.
("M&F"), and Mafco Holdings Inc. ("Mafco"), as amended by
Amendment No. 1, dated October 12, 1993, filed with the
Securities and Exchange Commission by Marvel Holdings Inc.
("Marvel Holdings"), Marvel (Parent) Holdings Inc. ("Marvel
(Parent)"), Four Star Holdings Corp., Andrews Group Incorporated
("Andrews"), M&F and Mafco, as amended by Amendment No. 2, dated
November 15, 1996, filed with the Securities and Exchange
Commission by Marvel Holdings, Marvel (Parent), Andrews and
Mafco, and as amended by Amendment No. 3, dated December 30,
1996, filed with the Securities and Exchange Commission by Marvel
Holdings, Marvel (Parent), Andrews and Mafco.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On March
6, 1997, Andrews informed Marvel that Andrews was terminating the
Stock Purchase Agreement. On March 7, 1997, Andrews issued a
press release reporting such termination. See attached exhibits A
and B.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as Exhibits to this
13D:
Exhibit A Press Release by Andrews Group Incorporated dated March
7, 1997
Exhibit B Letter from Andrews Group Incorporated to Marvel
Entertainment Group, Inc. dated March 6, 1997
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: March 10, 1997
Marvel (Parent) Holdings Inc.
Marvel Holdings Inc.
Andrews Group Incorporated
Mafco Holdings Inc.
By: /s/ Barry F. Schwartz
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Name: Barry F. Schwartz
Title: Executive Vice
President and General Counsel
Exhibit Index
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Exhibit A Press Release Andrews Group Incorporated
Exhibit B Letter from Andrews Group Incorporated to Marvel
Entertainment Group, Inc., dated March 6, 1997
Exhibit A
FOR IMMEDIATE RELEASE
ANDREWS GROUP TERMINATES MARVEL
STOCK PURCHASE AGREEMENT
NEW YORK, N.Y., MARCH 7, 1997 The Andrews Group announced today
that it has terminated its agreement to purchase new shares of
Marvel Entertainment Group (NYSE: MRV) that were to be issued as
part of the reorganization plan filed by Marvel in its Chapter 11
bankruptcy case. The new shares were to be conveyed to Andrews
for $365 million in cash or common stock of Toy Biz Inc. (NYSE:
TBZ). In view of the termination of the Marvel stock purchase
agreement, there are conditions to the merger with Toy Biz, and
to the stock purchase agreements with certain Toy Biz
shareholders, that will not be satisfied. Accordingly, Andrews
does not expect that these transactions will be consummated.
Andrews also reported that it has been advised that Marvel has
received a preliminary proposal from the bondholders' committee
which also contemplates a $365 million cash infusion by means of
an underwritten rights offering to all stockholders, including
Holding Company bondholders, pursuant to a plan of
reorganization, and that Marvel's Board has authorized its
officers and advisers to work with all the parties to try to
develop expeditiously an acceptable alternative plan.
"Since last October, Andrews Group has been attempting to
recapitalize Marvel and restore it to profitability because we
believed then, and continue to believe, in its many fundamental
strengths, including its wealth of intellectual property and
market leadership," said Howard Gittis, Vice Chairman of Andrews
Group. "Our efforts were blocked by holders of Marvel holding
company bonds."
"Over the past five months we have repeatedly said that we would
encourage the Marvel Board to consider favorably any alternative
proposal that it felt met the financial and operational needs of
the company on a timely basis."
"Andrews firmly believes that its original plan would have
created value for Marvel shareholders and served the best
interests of all parties who have a stake in the future of the
company. However, we also insisted that protracted delay in
securing confirmation of the plan from the Bankruptcy Court would
imperil its viability and harm Marvel. With last week's ruling
by the Court removing impediments to the bondholders' voting of
nearly 80 percent of the common equity of Marvel, it became
obvious that timely confirmation of the plan was unlikely, if not
impossible," Mr. Gittis said.
Exhibit B
[Andrews Letterhead]
March 6, 1997
Marvel Entertainment Group, Inc.
387 Park Avenue South
New York, New York 10016
Attention: Paul E. Shapiro, Esq., General Counsel
Dear Sirs:
Pursuant to Section 7.1(b)(i) of the Stock
Purchase Agreement (the "Agreement"), dated as of
December 27, 1996, by and between Andrews Group
Incorporated ("Andrews") and Marvel Entertainment Group,
Inc., Andrews hereby terminates the Agreement.
Very truly yours,
ANDREWS GROUP INCORPORATED
By: /s/ Barry F. Schwartz
cc: Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Simon Gold, Esq.
