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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-10779
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item (s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant Marvel Entertainment Group, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
387 Park Avenue South
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City, state and zip code
New York, NY 10016
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PART II
RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check appropriate box.)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
As a result of its Chapter 11 filing on December 27, 1996, the significant
litigation that has arisen therefrom, the proposed plan of reorganization and
it's associated agreement in principle on certain key economic terms, the
change in control of ownership and the continuing negotiations of a
replacement DIP facility and other short term line of credit facilities, the
Registrant has been unable to timely complete its Quarterly Report on Form
10-Q for the period ended June 30, 1997 without unreasonable effort and
expense. The Registrant is in the process of completing its Quarterly Report
on Form 10-Q and expects to file the same within the prescribed extension
period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
August J. Liguori 212 696-0808
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report (s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) It is anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
For the quarter ended June 30, 1997, the Registrant incurred a net loss of
$41.9 million or ($0.41) per share as compared to a net loss of $11.0 million
or ($0.11) per share for the same period in 1996. The second quarter losses
were due in part to continued decline in demand for trading cards, general
market softness in children's entertainment stickers, lower toy sales and
decreases in publishing and licensing revenue. Concerns on the part of
retailers and others since the Company filed for chapter 11 protection have
also affected revenue in these areas. In addition, the Company continues to
incur significant reorganization costs and general and administrative expenses
associated with the bankruptcy proceedings. Panini has taken strategic actions
to reduce its exposure to returns as a result of softness in the children's
entertainment sticker business.
Marvel Entertainment Group, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 14, 1997 By /s/ August J. Liguori
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Vice President, Finance
Principal Accounting Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the
signature. If
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the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the form will be made a matter of the public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13 (b) of Regulation S-T.
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