SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MARVEL ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
573913 10 0
(CUSIP Number)
Marvel Holdings Inc.
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
John M. Reiss
White & Case
1155 Avenue of the Americas
New York, NY 10036
(212) 354-8113
April 24, 1997
____________________________________________________________
(Date of Event which Requires Filing of this Statement)
<PAGE>
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 [ ].
____________
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 23 Pages
Exhibit Index appears on page 8.
<PAGE>
SCHEDULE 13D
CUSIP No. Page 2 of 23
573913 10 0 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvel Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 50,932,167
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
50,932,167
SHARED DISPOSITIVE POWER
10
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
50,932,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.03%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This statement amends and restates 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 (the "Commission"), on 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 Commission on 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, as
amended by Amendment No. 2 filed with the Commission on November 15, 1996
by Marvel Holdings, Marvel Parent, Andrews and Mafco, as amended by
Amendment No. 3, filed with the Commission on December 31, 1996 by Marvel
Holdings, Marvel Parent, Andrews and Mafco, and as amended by Amendment No.
4 filed with the Commission on March 10, 1997 by Marvel Holdings, Marvel
Parent, Andrews and Mafco.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Marvel Common Stock. The principal
executive offices of Marvel are located at 387 Park Avenue South, New York,
New York 10016.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c),(f) This Statement is being filed by Marvel Holdings, a
corporation organized and existing under the laws of Delaware. Marvel
Holdings is a holding company. The business address of Marvel Holdings is
5900 North Andrews Avenue, Ft. Lauderdale, Florida 33309.
The names, business addresses, present principal occupations or
employments, the principal business and address of the entity in which such
employment is conducted, if necessary, and citizenships of the executive
officers and directors of Marvel Holdings are set forth on Schedule A
attached hereto and incorporated herein by reference.
(d) During the last five years, neither Marvel Holdings nor, to
the best knowledge of Marvel Holdings, any of the individuals set forth on
Schedules A or B were convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither Marvel Holdings nor, to
the best knowledge of Marvel Holdings, any of the individuals set forth on
Schedules A or B was a party to a civil proceeding of a judicial or admin-
istrative 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 or mandating activities subject to, U.S.
Federal or State securities laws or finding any violations with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No new Marvel Common Stock has been acquired by Marvel Holdings.
See Item 4. The control of the voting of the Marvel Common Stock held by
Marvel Holdings has changed as described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION
In 1993, Marvel Holdings issued pursuant to an indenture,
$517,447,000 principal amount at maturity of Senior Secured Discount Notes
due 1998 (the "Marvel Holdings Notes"). The Marvel Holdings Notes are
secured by approximately 47.15% of the shares of Marvel Common Stock. In
1993, Marvel Parent issued pursuant to an indenture (the "Marvel Parent
Indenture"), $251,678,000 principal amount at maturity of Senior Secured
<PAGE>
Discount Notes due 1998 (the "Marvel Parent Notes"). The Marvel Parent
Notes are secured by 100% of the shares of Common Stock of Marvel Holdings
and approximately 19.64% of the shares of Marvel Common Stock. In 1994,
Marvel III Holdings, Inc. (Marvel Holdings, Marvel Parent and Marvel III
Holdings, Inc. are collectively referred to as the "Marvel Holding
Companies") issued pursuant to an indenture $125,000,000 principal amount
of 9-1/8% Senior Secured Notes due 1998 (the "Marvel III Notes"). The
Marvel III Notes are secured by 100% of the shares of Common Stock of
Marvel Parent and, pursuant to the non-recourse guaranty thereof by Marvel
Parent, approximately 9.14% of the shares of Marvel Common Stock.
On December 27, 1996, Marvel, eight of its direct and indirect
subsidiaries (collectively with Marvel, the "Marvel Debtors") and each of
the Marvel Holding Companies filed petitions for relief under chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court of
the District of Delaware (the "Bankruptcy Court"). The bankruptcy
proceedings commenced by the Marvel Holding Companies have not been
procedurally consolidated and are not jointly administered with the
bankruptcy proceedings of the Marvel Debtors. The filing of bankruptcy by
the Marvel Holding Companies was an event of default under each of the
indentures pursuant to which the Marvel Holdings Notes, the Marvel Parent
Notes and the Marvel III Notes were issued.
On January 9, 1997, the United States Trustee appointed an
Official Bondholders Committee (the "Bondholders Committee") to represent
the interests of all holders of the Marvel Holdings Notes, the Marvel
Parent Notes and the Marvel III Notes.
On January 13, 1997, the Bondholders Committee, together with
LaSalle National Bank, as successor indenture trustee (the "Trustee"),
moved for relief from the automatic stay in the Marvel Holding Companies'
bankruptcy proceeding in order to vote and to foreclose upon shares of
stock pledged to secure repayment of the Marvel Holdings Companies' bonds
including (i) 100% of the common stock of Marvel Holdings, (ii) 100% of the
common stock of Marvel Parent and (iii) approximately 75.93% of the Marvel
common stock (collectively, the "Pledged Stock"). On February 26, 1997,
the Bankruptcy Court entered an order lifting the automatic stay to permit
the Bondholders Committee and the Trustee, on behalf of bondholders, to
vote and to foreclose upon the Pledged Stock.
By letter dated March 20, 1997, the Bondholders Committee, on
behalf of certain of its member-bondholders, issued a letter to the counsel
of Marvel advising Marvel, among other things, of its intention to direct
the Trustee to vote the Common Stock of Marvel Holdings which was pledged
pursuant to the Marvel Parent Indenture, to replace, as of 9:00 a.m. March
25, 1997, the Board of Directors and officers of Marvel Holdings with
designees of the Bondholders Committee and of the intention of the new
board of Marvel Holdings to vote its majority interest in Marvel to replace
Marvel's Board of Directors with designees of the Bondholders Committee and
of Marvel's Official Equity Committee.
On March 24, 1997, Marvel and its pre-bankruptcy bank lenders
(the "Bank Lenders") each moved the Bankruptcy Court, in the Marvel
bankruptcy proceeding, for entry of an order enjoining the Bondholders
Committee and the Trustee from voting any of the Pledged Stock to
effectuate proposed Board of Directors changes. On that date, after a
hearing on the separate applications, the Bankruptcy Court entered an order
(the "Order") enjoining the Bondholders Committee and the Trustee only from
voting Marvel Common Stock to change the Marvel Board of Directors on the
basis that relief from the automatic stay existing in the Marvel bankruptcy
proceeding must precede any change of Marvel's Board of Directors. The
Bankruptcy Court denied the applications to the extent the relief sought
was to enjoin the Bondholders Committee and the Trustee from otherwise
voting the Common Stock of Marvel Parent to change the Board of Directors
of Marvel Holdings.
<PAGE>
On March 28, 1997, the Bondholders Committee and the Trustee
appealed from the Order. On April 10, 1997 the Bank Lenders moved the
District Court for dismissal of this appeal. Oral argument on the appeal
and the motion for dismissal thereof is scheduled for May 1, 1997.
On March 28, 1997, the Bondholders Committee and the Trustee also
filed a motion to lift the automatic stay in Marvel bankruptcy proceeding
in order to permit the Bondholders Committee and the Trustee to replace the
Board of Directors of Marvel. A hearing date on such motion has been set
for June 6, 1997.
On April 24, 1997, LaSalle National Bank, in its capacity as
Trustee under the Marvel Parent Indenture, notified Marvel Parent that,
pursuant to Section 10.05(c) of the Marvel Parent Indenture, the rights of
Marvel Parent to exercise voting and other consensual rights relating to
its ownership of 100% of the shares of Common Stock of Marvel Holdings had
terminated as of 3:00 p.m. (New York time) on such date and that as of such
time all such rights had vested in the Trustee.
Immediately thereafter, the Trustee exercised voting authority
over the shares of Common Stock of Marvel Holdings by executing an action
by a written consent of the sole stockholder of Marvel Holdings pursuant to
Section 228 of the Delaware General Corporation Law, which removed each and
every then-current member of the Board of Directors of Marvel Holdings and
replaced them with the directors indicated in Schedule A (collectively, the
"New Board").
It is the intention of Marvel Holdings to take all actions deemed
by it to be necessary or appropriate, including, without limitation, voting
the Marvel Common Stock owned by Marvel Holdings to, among other things,
replace the Board of Directors of Marvel and have an interim management
team installed pending appointment of new permanent operating officers (if
either the Order is lifted or the motion to lift the automatic stay in the
Marvel bankruptcy proceeding is granted), to ensure that its interests in
Marvel are properly protected and promoted and to propose, support and
obtain confirmation of a joint chapter 11 plan of reorganization for the
Marvel Debtors and the Marvel Holding Companies.
It is the understanding and belief of Marvel Holdings that the
Bondholder Committee is considering the proposal of a joint plan of
reorganization for the Marvel Debtors and the Marvel Holdings Companies
(the "Joint Plan"), pursuant to which, among other things, High River
Limited Partnership, Westgate International, L.P. and United Equities
(Commodities) Company will act as standby purchasers in connection with a
capital infusion into Marvel, and the Marvel Debtors and the Marvel Holding
Companies will otherwise be reorganized in a fashion that comports with the
requirements of the Bankruptcy Code. The contemplated capital infusion
would be accomplished pursuant to a rights offering to the holders of
Marvel Common Stock and the holders of the Marvel Holdings Notes, the
Marvel Parent Notes and the Marvel III Notes to the extent the payment of
such notes is secured by shares of Marvel Common Stock. Marvel Holdings
intends to discuss various issues regarding the Joint Plan with the
Bondholders Committee and may, on the basis of such discussions, become a
co-proponent of the Joint Plan.
Marvel Holdings understands that individual members of the
Bondholder Committee have acquired interests in certain bank debt of Marvel
("Interests") and are seeking to acquire additional Interests.
In addition, Marvel Holdings intends to review on a continuing
basis its investment in Marvel and may consider to advance any option
available to it including those actions set forth in clauses (a) through
(j) of Item 4 of Schedule 13D.
Except as set forth above, neither Marvel Holdings nor, to the
best knowledge of Marvel Holdings, any of the individuals set forth on
<PAGE>
Schedule A, has any current plans or proposals that relate to or 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) Marvel Holdings beneficially owns 50,932,167 shares or
50.03% of the outstanding Marvel Common Stock based on a total of
101,809,657 shares of Marvel Common Stock outstanding on December 31, 1996
(based on the Form 10-K filed by Marvel with the Commission on April 15,
1997). It is the understanding and belief of Marvel Holdings that the
holders of Marvel Parent Notes disclaim beneficial ownership of the shares
of Marvel Common Stock held by Marvel Holdings. Barberry Corp., an
affiliate of High River Limited Partnership, owns 29,500 shares of Marvel
Common Stock.
(b) Subject to the lifting of the automatic stay and the
reversal of the restraining order, Marvel Holdings has the sole power to
vote or to direct the vote and sole power to dispose or direct the
disposition of 50,932,167 shares of Marvel Common Stock.
(c) Neither Marvel Holdings nor, to the best knowledge of Marvel
Holdings, any of the individuals set forth on Schedule A, has effected any
transaction in Marvel Common Stock during the past 60 days.
(d) Upon an event of default under the Indenture, the
Bondholders have the right to receive and the power to direct the receipt
of dividends from, or the proceeds from the sale of, Marvel Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as set forth below and as set forth in Item 4 above,
neither Marvel Holdings nor, to the best knowledge of Marvel Holdings, any
of the persons set forth on Schedules A or B, has any contract,
arrangement, understanding or relationship with any other person with
respect to any security of Marvel.
The actions performed by the Trustee, as described in Item 4,
have been taken pursuant to separate Letters of Direction, each dated April
24, 1997, executed by each of High River Limited Partnership ("High
River"), United Equities (Commodities) Company ("United Equities"),
Westgate International, L.P. ("Westgate"), Elliott Associates L.P.
("Elliott") and Moses Marx ("Marx"). High River, United Equities,
Westgate, Elliott and Marx expressly disclaim any beneficial ownership in
Marvel; further, each of High River, United Equities, Westgate, Elliott and
Marx expressly disclaim membership in a group. For informational purposes
only, each is disclosing certain information concerning itself. Such
information is set forth in Schedule B attached hereto and incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
1 Letter of Direction dated April 24, 1997, by High River
Limited Partnership
2 Letter of Direction dated April 24, 1997, by United Equities
(Commodities) Company
3 Letter of Direction dated April 24, 1997, by Westgate
International, L.P.
<PAGE>
4 Letter of Direction dated April 24, 1997, by Elliott
Associates L.P.
5 Letter of Direction dated April 24, 1997, by Moses Marx
<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: April 24, 1997
MARVEL HOLDINGS INC.
By: /s/ Carl Icahn
________________________________________
Name: Carl Icahn
Title: President
By: /s/ Vincent Intrieri
________________________________________
Name: Vincent Intrieri
Title: Secretary and Treasurer
<PAGE>
SCHEDULE A
Marvel Holdings Inc.
The name, business address, and present principal occupation or employment
of each director and executive officer of Marvel Holdings Inc. are as
follows:<F1>
<TABLE>
<CAPTION>
NAME ADDRESS OCCUPATION
<S> <C> <C>
Carl C. Icahn 767 Fifth Avenue Mr. Icahn is principally employed as President and
New York, New York 10153 a Director of Starfire Holding Corporation, a Delaware corporation
("SHC"), and Chairman of the Board and a Director of various of
SHC's subsidiaries, including ACF Industries, Incorporated, a New
Jersey corporation ("ACF"). SHC is primarily engaged in the
business of holding, either directly or through subsidiaries, a
majority of the common stock of ACF and its address is 100 South
Bedford Road, Mount Kisco, New York 10549. ACF is primarily
engaged in the business of leasing, selling, and manufacturing
railroad freight and tank cars and its address is 620 North Second
Street, St. Charles, MO 63301. Mr. Icahn has been President and a
Director of SHC since August 1982 and has been a director of ACF
since June 1984 and Chairman of the Board of ACF since October
1984. Mr. Icahn also maintains similar positions with various of
ACF's affiliates, including: (i) since 1968, Mr. Icahn has been
Chairman of the Board, President and a Director of Icahn & Co,
Inc., a Delaware corporation (collectively with its predecessor
companies by merger, "Icahn & Co."), which is a registered broker-
dealer whose address is 1 Wall Street Court, New York, New York
10005; and (ii) since November 1990, Mr. Icahn has been Chairman
of the Board and a Director of American Property Investors, Inc.,
a Delaware corporation ("API") which is primarily engaged in the
business of acting as general partner of American Real Estate
Partners, L.P., and whose address is 100 South Bedford Road, Mount
Kisco, New York 10549. Mr. Icahn is a director and President of
Marvel Holdings.
____________________
<FN>
<F1> Each person listed in this Schedule A is a United States citizen unless otherwise indicated.
<PAGE>
Robert J. Mitchell c/o Icahn Associates Corp. Mr. Mitchell is principally employed as Vice
767 Fifth Avenue President-Finance of ACF. Mr. Mitchell is a
New York, New York 10153 director of Marvel Holdings.
Vincent Intrieri 712 Fifth Avenue Mr. Intrieri is principally employed by Stonington
36th Floor Management Corporation, a Delaware corporation
New York, New York 10019 whose address is 712 Fifth Avenue, 36th Floor, New York, New York
10019, which provides services to (a) Martley International, Inc.,
a Delaware corporation ("Martley"), which is investment advisor to
Westgate International, L.P., a Cayman Island limited partnership
("Westgate"), and (b) Elliott Associates, L.P., a Delaware limited
partnership ("Elliott"). Additional information regarding
Westgate, Martley and Elliott is provided in SCHEDULE B annexed
hereto. Mr. Intrieri is a director and Secretary and Vice
President of Marvel Holdings.
</TABLE>
<PAGE>
SCHEDULE B
High River Limited Partnership
High River Limited Partnership ("High River") is a Delaware limited
partnership. Riverdale LLC, a New York limited liability company
("Riverdale"), which is the successor-in-interest to Riverdale Investors
Corp., Inc., is the general partner of High River. Mr. Carl C. Icahn, a
citizen of the United States of America, is the controlling member of
Riverdale.
The business address of Mr. Icahn is 767 Fifth Avenue, New York, New
York 10053. The address of the principal office of each High River and
Riverdale is 100 South Bedford Road, Mount Kisco, New York 10549.
High River is primarily engaged in the business of investing in
securities. Riverdale is primarily engaged in the business of investing in
securities, including interests in real estate limited partnership, and
acting as general partner of High River. Mr. Icahn's present principal
occupation or employment is set forth in Schedule A and is incorporated
herein by reference.
The name, business address, and present principal occupation or
employment of the general partner of High River are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS OCCUPATION
<S> <C> <C>
Riverdale LLC Riverdale LLC The principal business
100 South Bedford Road of Riverdale is acting
Mount Kisco, New York as general partner of
10549 High River.
</TABLE>
Riverdale LLC
The name, business address, and present principal occupation or
employment of each director and executive officer of Riverdale are as
follows:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Carl C. Icahn 767 Fifth Avenue Mr. Icahn is a
New York, New York 10153 Member and Manager of Riverdale; and as listed in
Schedule A as incorporated herein by reference.
Edward E. Mattner c/o Icahn Associates Corp. Mr. Mattner is
767 Fifth Avenue President and
New York, New York 10153 Manager of Riverdale; and is a securities trader for
various entities controlled by Mr. Icahn.
Robert J. Mitchell c/o Icahn Associates Corp. Mr. Mitchell is
767 Fifth Avenue Vice President and
New York, New York 10153 Treasurer of Riverdale; and as listed in Schedule A
as incorporated herein by reference.
</TABLE>
<PAGE>
United Equities (Commodities) Company
United Equities (Commodities) Company ("United Equities") is a
partnership which is a registered commodities broker. The principal
business address of United Equities is 160 Broadway, New York, New York
10038. Moses Marx, Phillippe Katz and Dr. Joseph M. Fink are the general
partners of United Equities. Mr. Marx has a 99% equity interest in United
Equities, and Messrs. Katz and Fink each have a .5% equity interest in
United Equities.
The name, business address, and present principal occupation or
employment of the general partners of United Equities are as follows:
<TABLE>
<CAPTION>
NAME OCCUPATION ADDRESS
<S> <C> <C>
Moses Marx 160 Broadway Mr. Marx is principally
New York, New York 10038 employed as a securities and commodities broker. Mr. Marx
conducts his securities brokerage business in United
Equities Company, a partnership ("United Equities Co.")
that is located at the same address as indicated for
United Equities, and his commodities brokerage business in
United Equities.
Phillippe Katz 160 Broadway Mr. Katz is principally
New York, New York 10038 employed as a securities broker at United Equities Co.
Joseph M. Fink 501 Madison Avenue Dr. Fink is principally
New York, New York 10022 employed as a periodontist.
</TABLE>
Moses Marx
See information regarding Moses Marx above under United Equities
(Commodities) Company.
Westgate International, L.P.
Westgate International, L.P. ("Westgate") is a Cayman Islands
limited partnership with a business address of Westgate International,
L.P., c/o Midland Bank Trust Corporation (Cayman) Limited, P.O. Box
1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies.
The principal business of Westgate is to purchase, sell, trade
and invest in securities.
Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), is
the sole general partner of Westgate.
<PAGE>
The name, business address, and present principal occupation or
employment of the general partner of Westgate are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS OCCUPATION
<S> <C> <C>
Hambledon, Inc. Hambledon, Inc. The principal business
c/o Midland Bank Trust of Hambledon is serving
Corporation (Cayman) Limited as general partner of
P.O. Box 1109 Westgate.
Mary Street
Grand Cayman
Cayman Islands
British West Indies
</TABLE>
<PAGE>
Hambledon, Inc.
The name, business address, and present principal occupation
or employment of each director and executive officer of
Hambledon, Inc. are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS OCCUPATION
<S> <C> <C>
Paul E. Singer 712 Fifth Avenue Mr. Singer is general
36th Floor partner of Elliott and
New York, New York 10019 Braxton LP and is President of Martley International,
Inc.
</TABLE>
Elliott Associates, L.P.
Elliott Associates, L.P. ("Elliott") is a Delaware limited
partnership with a business address at 712 Fifth Avenue, 36th Floor,
New York, New York 10019. Paul E. Singer ("Singer") and Braxton
Associates, L.P., a New Jersey limited partnership ("Braxton L.P."),
which is controlled by Singer, are the general partners of Elliott.
The principal business of Elliott is to purchase, sell, trade and
invest in securities.
Singer
Singer's business address is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
Singer's principal occupation or employment is that of serving as
general partner of Elliott and Braxton LP and president of Martley
International, Inc., a Delaware corporation ("Martley").
Braxton LP
The business address of Braxton LP is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
The principal business of Braxton LP is the furnishing of
investment advisory services.
<PAGE>
The names, business addresses, and present principal occupation
or employment of the general partners of Braxton LP are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS OCCUPATION
<S> <C> <C>
Paul E. Singer 712 Fifth Avenue Mr. Singer is general
36th Floor partner of Elliott and
New York, New York 10019 Braxton LP and is President of Martley.
Braxton Associates, 712 Fifth Avenue The principal business
Inc. 36th Floor of Braxton Associates,
New York, New York 10019 Inc. is serving as general partner of Braxton LP.
</TABLE>
The name, business address, and present principal occupation or
employment of each director and executive officer of Braxton
Associates, Inc. are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS OCCUPATION
<S> <C> <C>
Paul E. Singer 712 Fifth Avenue Mr. Singer is general
36th Floor partner of Elliott and
New York, New York 10019 Braxton LP and is President of Martley.
</TABLE>
Martley International, Inc.
The business address of Martley is 712 Fifth Avenue, 36th Floor,
New York, New York 10019.
The principal business of Martley is to act as investment manager
for Westgate.
<PAGE>
The names, business address, and present principal occupation or
employment of each director and executive officer of Martley are as
follows:
<TABLE>
<CAPTION>
NAME ADDRESS OCCUPATION
<S> <C> <C>
Paul E. Singer 712 Fifth Avenue Mr. Singer is general
36th Floor partner of Elliott and
New York, New York 10019 Braxton LP and is President of Martley.
</TABLE>
<PAGE>
Exhibit 1
April 24, 1997
VIA FACSIMILE
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Sarah H. Webb
Re: Marvel (Parent) Holdings Inc. Senior Secured Discount Notes
due 1998 (the "Securities") issued pursuant to an Indenture
dated as of October 1, 1993 (the "Indenture") between Marvel
(Parent) Holdings Inc. and NationsBank of Georgia, National
Association, as Original Trustee, as succeeded by The Bank
of New York as First Successor Trustee and LaSalle National
Bank as Second Successor Trustee (the "Trustee")
Gentlemen:
As you know, we the undersigned Marvel (Parent) Holdings Inc.
Beneficial Owners have given the Trustee a Direction Letter dated
March 25, 1997. The various letters and a consent annexed to the
Direction Letter refer to actions being taken at 9:00 a.m. New York
time on March 25, 1997. In order to continue conversations with the
Marvel Companies, we asked you not to take action on March 25, 1997,
March 26, 1997, March 27, 1997, March 28, 1997 and the following dates
until you were hereby informed by us otherwise. By this letter we
reaffirm and revive the Direction Letter and the indemnity provided
therein to you, and advise you to revise the effective date and time
on the annex letters and consent to April 24, 1997, 3:00 p.m. New York
time and to execute and release those letters and the consent at or
promptly after 3:00 p.m. New York time, April 24, 1997. The
undersigned hereby consents that this letter may be combined by you
with other similar letters from other holders of the securities to
obtain the requisite percentage for a letter of direction.
Thank you for your cooperation in this matter.
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
By: /s/ Carl Icahn
_________________________
Printed Name: Carl Icahn
Title:
<PAGE>
Exhibit 2
April 24, 1997
VIA FACSIMILE
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Sarah H. Webb
Re: Marvel (Parent) Holdings Inc. Senior Secured Discount Notes
due 1998 (the "Securities") issued pursuant to an Indenture
dated as of October 1, 1993 (the "Indenture") between Marvel
(Parent) Holdings Inc. and NationsBank of Georgia, National
Association, as Original Trustee, as succeeded by The Bank
of New York as First Successor Trustee and LaSalle National
Bank as Second Successor Trustee (the "Trustee")
Gentlemen:
As you know, we the undersigned Marvel (Parent) Holdings Inc.
Beneficial Owners have given the Trustee a Direction Letter dated
March 25, 1997. The various letters and a consent annexed to the
Direction Letter refer to actions being taken at 9:00 a.m. New York
time on March 25, 1997. In order to continue conversations with the
Marvel Companies, we asked you not to take action on March 25, 1997,
March 26, 1997, March 27, 1997, March 28, 1997 and the following dates
until you were hereby informed by us otherwise. By this letter we
reaffirm and revive the Direction Letter and the indemnity provided
therein to you, and advise you to revise the effective date and time
on the annex letters and consent to April 24, 1997, 3:00 p.m. New York
time and to execute and release those letters and the consent at or
promptly after 3:00 p.m. New York time, April 24, 1997. The
undersigned hereby consents that this letter may be combined by you
with other similar letters from other holders of the securities to
obtain the requisite percentage for a letter of direction.
Thank you for your cooperation in this matter.
Very truly yours,
UNITED EQUITIES COMMODITIES COMPANY
By: /s/ Moses Marx
_________________________
Printed Name: Moses Marx
Title: Partner
<PAGE>
Exhibit 3
April 24, 1997
VIA FACSIMILE
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Sarah H. Webb
Re: Marvel (Parent) Holdings Inc. Senior Secured Discount Notes
due 1998 (the "Securities") issued pursuant to an Indenture
dated as of October 1, 1993 (the "Indenture") between Marvel
(Parent) Holdings Inc. and NationsBank of Georgia, National
Association, as Original Trustee, as succeeded by The Bank
of New York as First Successor Trustee and LaSalle National
Bank as Second Successor Trustee (the "Trustee")
Gentlemen:
As you know, we the undersigned Marvel (Parent) Holdings Inc.
Beneficial Owners have given the Trustee a Direction Letter dated
March 25, 1997. The various letters and a consent annexed to the
Direction Letter refer to actions being taken at 9:00 a.m. New York
time on March 25, 1997. In order to continue conversations with the
Marvel Companies, we asked you not to take action on March 25, 1997,
March 26, 1997, March 27, 1997, March 28, 1997 and the following dates
until you were hereby informed by us otherwise. By this letter we
reaffirm and revive the Direction Letter and the indemnity provided
therein to you, and advise you to revise the effective date and time
on the annex letters and consent to April 24, 1997, 3:00 p.m. New York
time and to execute and release those letters and the consent at or
promptly after 3:00 p.m. New York time, April 24, 1997. The
undersigned hereby consents that this letter may be combined by you
with other similar letters from other holders of the securities to
obtain the requisite percentage for a letter of direction.
Thank you for your cooperation in this matter.
Very truly yours,
/s/ Moses Marx
_________________________
MOSES MARX
<PAGE>
Exhibit 4
April 24, 1997
VIA FACSIMILE
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Sarah H. Webb
Re: Marvel (Parent) Holdings Inc. Senior Secured Discount Notes
due 1998 (the "Securities") issued pursuant to an Indenture
dated as of October 1, 1993 (the "Indenture") between Marvel
(Parent) Holdings Inc. and NationsBank of Georgia, National
Association, as Original Trustee, as succeeded by The Bank
of New York as First Successor Trustee and LaSalle National
Bank as Second Successor Trustee (the "Trustee")
Gentlemen:
As you know, we the undersigned Marvel (Parent) Holdings Inc.
Beneficial Owners have given the Trustee a Direction Letter dated
March 25, 1997. The various letters and a consent annexed to the
Direction Letter refer to actions being taken at 9:00 a.m. New York
time on March 25, 1997. In order to continue conversations with the
Marvel Companies, we asked you not to take action on March 25, 1997,
March 26, 1997, March 27, 1997, March 28, 1997 and the following dates
until you were hereby informed by us otherwise. By this letter we
reaffirm and revive the Direction Letter and the indemnity provided
therein to you, and advise you to revise the effective date and time
on the annex letters and consent to April 24, 1997, 3:00 p.m. New York
time and to execute and release those letters and the consent at or
promptly after 3:00 p.m. New York time, April 24, 1997. The
undersigned hereby consents that this letter may be combined by you
with other similar letters from other holders of the securities to
obtain the requisite percentage for a letter of direction.
Thank you for your cooperation in this matter.
Very truly yours,
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul Singer
_________________________
Printed Name: Paul Singer
Title: General Partner
<PAGE>
Exhibit 5
April 24, 1997
VIA FACSIMILE
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Sarah H. Webb
Re: Marvel (Parent) Holdings Inc. Senior Secured Discount Notes
due 1998 (the "Securities") issued pursuant to an Indenture
dated as of October 1, 1993 (the "Indenture") between Marvel
(Parent) Holdings Inc. and NationsBank of Georgia, National
Association, as Original Trustee, as succeeded by The Bank
of New York as First Successor Trustee and LaSalle National
Bank as Second Successor Trustee (the "Trustee")
Gentlemen:
As you know, we the undersigned Marvel (Parent) Holdings Inc.
Beneficial Owners have given the Trustee a Direction Letter dated
March 25, 1997. The various letters and a consent annexed to the
Direction Letter refer to actions being taken at 9:00 a.m. New York
time on March 25, 1997. In order to continue conversations with the
Marvel Companies, we asked you not to take action on March 25, 1997,
March 26, 1997, March 27, 1997, March 28, 1997 and the following dates
until you were hereby informed by us otherwise. By this letter we
reaffirm and revive the Direction Letter and the indemnity provided
therein to you, and advise you to revise the effective date and time
on the annex letters and consent to April 24, 1997, 3:00 p.m. New York
time and to execute and release those letters and the consent at or
<PAGE>
promptly after 3:00 p.m. New York time, April 24, 1997. The
undersigned hereby consents that this letter may be combined by you
with other similar letters from other holders of the securities to
obtain the requisite percentage for a letter of direction.
Thank you for your cooperation in this matter.
Very truly yours,
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.
Attorney-in-Fact
By: /s/ Paul Singer
_________________________
Printed Name: Paul Singer
Title: President
