UNITED STATES
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):
June 20, 1997
MARVEL ENTERTAINMENT GROUP, INC.
Delaware 1-10779 94-3024816
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation
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387 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10016
(Address of principal executive offices and Zip Code)
(212) 696-0808
(Registrant's telephone number, including area code)
(Former Name or Former Address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On May 14, 1997, the United States District Court for the District of
Delaware (the "District Court") entered an Order Denying Appellees' Motion to
Dismiss Appeal and Vacating Bankruptcy Court's March 24, 1997 Order (the
"Vacation Order"). Pursuant to the Vacation Order, the District Court vacated
the March 24, 1997 Order (the "Stay Order") entered by the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").
Pursuant to the Stay Order, the Bankruptcy Court had determined that the
automatic stay in the chapter 11 case as to Marvel Entertainment Group, Inc.
("Marvel") prevented Marvel Holdings Inc., the owner of 50.03% of Marvel's
outstanding shares of common stock ("Holdings"), from exercising its voting
rights with respect to such shares to remove and replace Marvel's Board of
Directors. In the Vacation Order, the District Court determined that the
Bankruptcy Court erred and held that the automatic stay in Marvel's chapter 11
case did not apply to the efforts of Marvel's stockholders to vote their
shares. Pursuant to the Vacation Order, the Bankruptcy Court's Stay Order was
to be vacated effective as of 12:00 noon on Friday, May 23, 1997.
On May 22, 1997, the District Court heard arguments with respect to
motions of Marvel and its bank lenders for a stay of the District Court's
Vacation Order pending appeal of the Bankruptcy Court's prior order lifting
the automatic stay in the chapter 11 cases of Marvel Holdings Inc., et al.
After hearing argument, the District Court delayed the effective date of the
Vacation Order until it issued a ruling on the motions.
On June 11, 1997, the District Court denied the motions of Marvel and its
bank lenders for a stay pending appeal of the Stay Order and ordered that the
Vacation Order become effective as of 5:00 p.m. (New York time) on June 20,
1997 (the "Denial Order"). Subsequent efforts by Marvel and its bank lenders
to extend the effective date of the Vacation Order or to otherwise enjoin
Holdings from acting to remove and replace the Marvel Board of Directors were
unsuccessful and the Vacation Order became effective on June 20, 1997 at 5:00
p.m. (New York time).
As permitted by the Denial Order and Vacation Order, Holdings, acting as
a holder of a majority of Marvel's common stock, took the following actions by
written consent effective as of 5:01 p.m. (New York time) on June 20, 1997:
(i) removed each and every then current Director of Marvel; (ii) amended and
modified Marvel's by-laws to provide that the Marvel Board of Directors shall
be composed of nine (9) persons or such other number of persons as may
thereafter be fixed by the Board of Directors of Marvel; and (iii) elected the
following persons to serve as members of the Marvel Board of Directors: Mr.
Carl C. Icahn, Mr. Harold First, Mr. Charles K. MacDonald, Mr. Glen Adams, Mr.
J. Winston Fowlkes, III, Mr. Robert Mitchell, Mr. Jouko T. Tamminen, Mr.
Vincent J. Intrieri and Mr. Michael J. Koblitz (collectively, the "New
Board").
Immediately after the election of the New Board, the New Board held a
meeting and took several actions which included the appointment Carl C. Icahn
as the Chairman of the New Board and the appointment of Joseph Calamari as
Interim President of Marvel.
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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.
MARVEL ENTERTAINMENT GROUP, INC.
Date: June 24, 1997 By: /s/ Joseph Calamari
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Name: Joseph Calamari
Title: Interim President
Signature page for Form 8-K filed with respect to change in control of Marvel
Entertainment Group, Inc.
