SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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 29, 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 5 Pages
Exhibit Index appears on page 4
<PAGE>
SCHEDULE 13D
CUSIP No. Page 2 of 37
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 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, as amended by Amendment No. 4
filed with the Commission on March 10, 1997 by Marvel Holdings, Marvel
Parent, Andrews and Mafco, as amended by Amendment No. 5 filed with the
Commission by Marvel Holdings on April 25, 1997, and as amended by
Amendment No. 6 filed with the Commission by Marvel Holdings on April 29,
1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. Description
6 Joint Plan of Reorganization (as refiled with the Bankruptcy
Court on April 29, 1997, after the expiration of the
exclusive period during which only Marvel could file a plan
of reorganization in its Chapter 11 case)
<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 30, 1997
MARVEL HOLDINGS INC.
By: /s/ Vincent Intrieri
________________________________________
Name: Vincent Intrieri
Title: Secretary and Treasurer
<PAGE>
IN ACCORDANCE WITH 11 U.S.C. Section 1121(b), THIS JOINT CHAPTER 11 PLAN OF
REORGANIZATION AND RIGHTS OFFERING (THE "JOINT PLAN") IS FILED ONLY IN THE
CHAPTER 11 CASE OF MARVEL HOLDINGS INC. ("HOLDINGS"). BECAUSE HOLDINGS'
PRINCIPAL ASSET CONSISTS OF ITS MAJORITY EQUITY INTEREST IN MARVEL
ENTERTAINMENT GROUP, INC. ("MARVEL"), HOLDINGS MUST, IN ORDER TO
REORGANIZE, PROVIDE FOR THE REORGANIZATION OF MARVEL AND ITS SUBSIDIARIES.
ACCORDINGLY, THE JOINT PLAN HEREIN PROPOSED PROVIDES FOR SUCH
REORGANIZATION. HOWEVER, RECOGNIZING THAT MARVEL IS ITSELF A CHAPTER 11
DEBTOR WITH 11 U.S.C. Sections 1121(b) AND (c) "EXCLUSIVITY" RIGHTS,
HOLDINGS HAS NOT AND WILL NOT SEEK TO PROSECUTE THE JOINT PLAN, AND
HOLDINGS HAS NOT AND WILL NOT SEEK TO FILE THE JOINT PLAN IN THE MARVEL
CASE, UNTIL EITHER MARVEL'S BOARD OF DIRECTORS DETERMINES TO ADOPT THE
JOINT PLAN OR MARVEL'S EXCLUSIVITY HAS LAPSED OR IS TERMINATED BY ORDER OF
THE COURT. THE FOREGOING APPLIES EQUALLY TO MARVEL (PARENT) HOLDINGS INC.
AND MARVEL III HOLDINGS INC., EACH CHAPTER 11 DEBTORS.
<PAGE>
<TABLE>
<S> <C>
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
- -----------------------------------X
:
In re :
: Chapter 11 Case No.
Marvel Holdings Inc., : 96-2066
:
Debtor. :
:
- -----------------------------------X
JOINT CHAPTER 11 PLAN OF REORGANIZATION
AND RIGHTS OFFERING
Dated: Wilmington, Delaware
April 29, 1997
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
TABLE OF CONTENTS Page
SECTION 1 DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
A. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
B. Interpretation; Application of
Definitions and Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.1 Unclassified Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.2 Classified Claims and Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.3 Holdings Debtors Claims and Equity Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.4 Marvel Debtors Claims and Equity Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.5 Effect of Subclasses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.6 Subtraction and Addition of Classes and Subclasses . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3 IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS . . . . . . . . . . . . . . . . . . . . . 15
3.1 Unimpaired Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.2 Impaired Classes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4 TREATMENT OF UNCLASSIFIED CLAIMS UNDER THE JOINT PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.1 Administration Expense Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.2 Administration Expense Claims Bar Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.3 Compensation and Reimbursement Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.4 Priority Tax Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 5 PROVISIONS FOR TREATMENT OF CLAIMS AND EQUITY INTERESTS UNDER THE JOINT PLAN . . . . . . . . . . . . . . . . 17
5.1 Treatment of Holdings Debtors Claims and Equity Interests. . . . . . . . . . . . . . . . . . . . . . 17
5.2 Treatment of Marvel Debtors Claims and Equity Interests. . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6 ACCEPTANCE OR REJECTION OF THE JOINT PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.1 Classes Entitled to Vote. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.2 Calculation of Vote. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.3 Effect of Acceptance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.4 Nonconsensual Confirmation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 7 PROVISIONS OF SECURITIES ISSUED UNDER THE JOINT PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.1 Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.2 New Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.3 New Senior Secured Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.4 Plan Secured Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 8 MEANS OF IMPLEMENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.1 Closing of Standby Purchase Agreement; Rights Offering. . . . . . . . . . . . . . . . . . . . . . . . 24
8.2 Retention of Derivative Securities Litigation Claims . . . . . . . . . . . . . . . . . . . . . . . . 24
8.3 Holdings Debtors Liquidation Trusts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.4 Distribution of the Distributed Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.5 Board of Directors of the Reorganized Debtors. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.6 Officers of the Reorganized Debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.7 Change of Corporate Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.8 Effectuating Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.9 The Reorganized Debtors Charters and By-Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 9 PROVISIONS GOVERNING DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.1 Date of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.2 Entities to Exercise Function of
Disbursing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.3 Surrender and Cancellation of Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.4 Delivery of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.5 Manner of Payment Under Joint Plan of Reorganization . . . . . . . . . . . . . . . . . . . . . . . . 27
9.6 Secondary Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.7 Rights And Powers Of Disbursing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
<PAGE>
SECTION 10 PROCEDURES FOR TREATING DISPUTED CLAIMS AND EQUITY INTERESTS UNDER THE JOINT PLAN . . . . . . . . . . . . . 28
10.1 Objections to Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.2 No Distributions Pending Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.3 Distributions After Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 11 PROVISIONS GOVERNING EXECUTORY CONTRACTS AND UNEXPIRED LEASES UNDER THE JOINT PLAN . . . . . . . . . . . . . 29
11.1 General Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.2 Bar to Rejection Damage Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 12 CONDITIONS PRECEDENT TO CONFIRMATION DATE AND THE CONSUMMATION DATES . . . . . . . . . . . . . . . . . . . . 30
12.1 Conditions Precedent to Confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
12.2 Conditions Precedent to Consummation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.3 Waiver of Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 13 EFFECT OF CONFIRMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
13.1 General Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
13.2 Revesting of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
13.3 Retention of Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
13.4 Discharge of Debtors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
13.5 Recognition of Guarantee Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
13.6 Term of Injunctions or Stays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
13.7 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 14 RETENTION OF JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
14.1 Retention of Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
14.2 Amendment of Joint Plan of Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 15 MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.1 Payment of Statutory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.2 Retiree Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.3 Compliance with Tax Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.5 Compliance with all Applicable Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.6 Severability of Joint Plan Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
15.7 Revocation of Joint Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
15.8 Plan Binding on All Entities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
15.9 Section 1146 Exemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
15.10 Filing of Additional Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
15.11 Joint Plan Controls. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
15.12 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
15.13 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>
<PAGE>
JOINT PLAN OF REORGANIZATION
AND RIGHTS OFFERING
Marvel Holdings Inc. and The Official Bondholders Committee of Marvel
Holdings Inc., Marvel (Parent) Holdings Inc. and Marvel III Holdings Inc.
propose the following Joint Chapter 11 Plan of Reorganization and Rights
Offering for Marvel Holdings Inc.:<F1>
<F1> The Joint Plan shall apply to Marvel (Parent) Holdings Inc., Marvel III
Holdings Inc., Marvel Entertainment Group, Inc., The Asher Candy Company,
Fleer Corp., Frank H. Fleer Corp., Heroes World Distribution, Inc., Malibu
Comics Entertainment, Inc., Marvel Characters, Inc., Marvel Direct Marketing,
Inc. and SkyBox International Inc. at such time as such Debtors have adopted
the Joint Plan or such Debtors' "exclusivity" rights pursuant to 11 U.S.C.
Sections 1121(b) and (c) have lapsed or are terminated by order of the Court.
SECTION 1
DEFINITIONS AND INTERPRETATION
A. Definitions. The following terms used in the Joint Plan shall have the
respective meanings defined below:
1.1 "Additional Shares" means the 392,985,276 shares of New Common Stock
to be issued by Marvel pursuant to the Rights Offering.
1.2 "Administration Expense Claim" means any right to payment
constituting a cost or expense of administration of any of the Cases allowed
under sections 503(b) and 507(a)(1) of the Code, including, without
limitation, any actual and necessary costs and expenses of preserving the
estates of each of the Debtors, any actual and necessary costs and expenses of
operating the businesses of each of the Debtors, any post-Petition Date
indebtedness or obligations incurred or assumed by each of the Debtors in
connection with the conduct of its business, any allowances of compensation
and reimbursement of expenses to the extent allowed by Final Order under
sections 330 or 503 of the Code, and any fees or charges assessed against the
estates of the Debtors under 28 U.S.C. Section 1930.
1.3 "Administration Expense Claims Bar Date" means the date established
by the Court establishing the last date for the filing of Administration
Expense Claims other than applications for professional compensation.
1.4 "Administrative Agent" means The Chase Manhattan Bank as
administrative agent under the Existing Credit Agreements.
1.5 "Affiliate" means, with reference to any entity, any other entity
that, within the meaning of Rule 12b-2 promulgated under the Securities
Exchange Act of 1934, as amended, "controls," is "controlled by" or is under
"common control with" such entity.
1.6 "Allowed" means, with reference to any Equity Interest and with
reference to any Claim other than a Senior Secured Claim, (a) any Claim or
Equity Interest against any Debtor which has been listed by such Debtor in its
Schedules, as such Schedules may be amended from time to time, as liquidated
in amount and not disputed or contingent and for which no contrary proof of
claim has been filed and as to which no objection has been timely filed, (b)
any Claim or Equity Interest allowed by Final Order, (c) any Claim or Equity
Interest as to which the liability of a Debtor and the amount thereof are
determined by Final Order of a court of competent jurisdiction other than the
Court or (d) any Claim allowed under the Joint Plan.
1.7 "Allowed Senior Secured Claim" means a Senior Secured Claim as
reduced by (i) a pro rata amount of the Excess Postpetition Payment and (ii)
the amount of any liability of the holder of the Senior Secured Claim (or its
predecessor-in-interest) to any of the Debtors.
1.8 "Assumption Schedule" means a schedule filed by the Proponents no
<PAGE>
later than ten (10) days prior to the Confirmation Hearing or such later date
as may be fixed by the Court, as amended at any time until the conclusion of
the Confirmation Hearing, setting forth the executory contracts and unexpired
leases to which a Holdings Debtor is party that are assumed pursuant to the
Joint Plan.
1.9 "Ballot" means any form distributed to holders of impaired Claims or
Equity Interests on which is to be indicated acceptance or rejection of the
Joint Plan.
1.10 "Ballot Date" means the date fixed by the Court as the date by which
all Ballots for acceptance or rejection of the Joint Plan must be received
from voting holders of impaired Claims and Equity Interests.
1.11 "Business Day" means any day other than a Saturday, a Sunday or any
other day on which banking institutions in New York, New York are required or
authorized to close by law or executive order.
1.12 "Cases" means the cases commenced under chapter 11 of the Code by
the Debtors on the Petition Date.
1.13 "Cash" means legal tender of the United States of America.
1.14 "Causes of Action" means, without limitation, any and all actions,
causes of action, liabilities, obligations, rights, suits, debts, sums of
money, damages, judgments, claims and demands whatsoever, whether known or
unknown, in law, equity or otherwise including causes of action set forth in
chapter 5 of the Code.
1.15 "Claim" means (a) any right to payment from any of the Debtors,
whether or not such right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured or (b) any right to an equitable remedy for breach of
performance if such breach gives rise to a right of payment from any of the
Debtors, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
secured, or unsecured.
1.16 "Class" means a category of Claims or Equity Interests as classified
in section 2 of the Joint Plan.
1.17 "Code" means title 11, United States Code, as applicable to the
Cases.
1.18 "Collateral" means, the interest of any Debtor in any property or
interest in property of the estate of such Debtor subject to a Lien to secure
the payment or performance of a Claim, which Lien is not subject to avoidance
under the Code.
1.19 "Committee" means the Official Bondholders Committee of the Holdings
Debtors appointed by the United States Trustee on January 9, 1997.
1.20 "Confirmation Date" means the date on which the Clerk of the Court
enters the Confirmation Order on its docket.
1.21 "Confirmation Hearing" means the hearing held by the Court on
confirmation of the Joint Plan, as such hearing may be adjourned or continued
from time to time.
1.22 "Confirmation Order" means the order of the Court confirming the
Joint Plan pursuant to section 1129 of the Code.
1.23 "Court" means the United States District Court for the District of
Delaware having jurisdiction over the Cases and, to the extent of any
reference under 28 U.S.C. Section 157, the United States Bankruptcy Court for
the District of Delaware.
<PAGE>
1.24 "Debtors" means the Marvel Debtors and the Holdings Debtors.
1.25 "Derivative Securities Litigation Claim" means any Claim being or
admitting of being prosecuted derivatively.
1.26 "Disbursing Agent" means any entity in its capacity as a disbursing
agent under section 9 hereof.
1.27 "Disclosure Statement" means the Disclosure Statement Relating to
Joint Chapter 11 Joint Plan of Reorganization and Rights Offering including
all exhibits and schedules thereto, in the form approved by the Court.
1.28 "Disputed" means with respect to a Claim against, or Equity Interest
in, a Debtor the extent to which such Claim or Equity Interest is not Allowed.
1.29 "Distributed Collateral" means the stock of Panini S.p.A. and Fleer
Corp., wholly-owned subsidiaries of Marvel; provided, however, that, in
accordance with section 5.2.1 of the Joint Plan, at the sole discretion of the
Proponents, some or all of the assets of Fleer Corp. and its subsidiaries may
be substituted for the stock thereof as "Distributed Collateral."
1.30 "Equity Interest" means any share of common stock or other
instrument evidencing a present ownership interest in any of the Debtors,
whether or not transferable.
1.31 "Excess Collateral Amount" means the amount, if any, that the value
of the interest of the holders of Senior Secured Claims (or that of their
predecessors-in-interest) in Collateral exceeds the aggregate amount of the
Senior Secured Claims, in both cases as measured on the Petition Date.
1.32 "Excess Postpetition Payment" means the amount paid by the Debtors
on or after the Petition Date to the holders of Senior Secured Claims (or
their predecessors-in-interest) that exceeds the Excess Collateral Amount.
1.33 "Existing Credit Agreements" means, collectively, (a) that certain
Amended and Restated Credit and Guarantee Agreement dated as of August 30,
1994, as amended, among Marvel, Fleer Corp., the financial institutions
parties thereto, the co-agents named therein and the Administrative Agent, (b)
that certain Credit and Guarantee Agreement dated as of April 24, 1995, as
amended, by and among Marvel, Fleer Corp., the financial institutions party
thereto, the co-agents named therein and the Administrative Agent, (c) that
certain Term Loan and Guarantee Agreement dated as of August 30, 1994, as
amended, among Marvel, Panini, S.p.A. (formerly named Marvel Comics Italia
S.r.l.), and Instituto Bancario San Paolo Di Torino, S.p.A. and the related
Participation Agreement dated as of August 30, 1994 among Instituto Bancario
San Paolo Di Torino, S.p.A., New York Limited Branch, as Italian lender, the
Administrative Agent, and the financial institutions signatory thereto, as
participants, (d) that certain Line of Credit, dated as of March 27, 1996, as
amended, among Fleer Corp., the banks and other financial institutions parties
thereto and the Administrative Agent, (e)(i)(A) any letter of credit issued
for the account of Marvel or any of its subsidiaries by a bank or other
financial institution which is a party to any of the Existing Credit
Agreements referred to in clauses (a) or (b) hereof and (B) any related letter
of credit applications and any agreements governing or evidencing
reimbursement obligations relating to any letters of credit referred to in
clause (e)(i)A) hereof or (ii) any interest rate agreement between Marvel or
any of its subsidiaries and a bank or other financial institution which is a
party to any of the Existing Credit Agreements referred to in clauses (a)
through (d) inclusive, hereof and (f) any guarantees and security documents
executed and delivered in connection with any of the foregoing agreements.
1.34 "Expiration Date" means, in connection with the rights Offering, the
meaning of such term as defined in the Disclosure Statement.
1.35 "Final Order" means an order or judgment of the Court entered by the
Clerk of the Court on the docket in the Cases, which has not been reversed,
<PAGE>
vacated or stayed and as to which (a) the time to appeal, petition for
certiorari or move for reconsideration, reargument or rehearing has expired
and as to which no appeal, petition for certiorari or other proceedings for
reconsideration, reargument or rehearing shall then be pending or (b) if an
appeal, writ of certiorari, reconsideration, reargument or rehearing thereof
has been sought, such order or judgment of the Court shall have been affirmed
by the highest court to which such order was appealed, or certiorari shall
have been denied or reconsideration, reargument or rehearing shall have been
denied or resulted in no modification of such order, and the time to take any
further appeal, petition for certiorari or move for reconsideration,
reargument or rehearing shall have expired; provided, that the possibility
that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Rules, may be filed relating to such order shall not
cause such order not to be a Final Order.
1.36 "Holdings Debtors Consummation Date" means the first Business Day
after the date on which each of the conditions in section 12.2.1 hereof is
satisfied or waived in accordance with the Joint Plan.
1.37 "Holdings Debtor" means each of Marvel Holdings Inc., Marvel
(Parent) Holdings Inc., and Marvel III Holdings Inc., each being a Delaware
corporation, the debtors in Chapter 11 Case Nos. 96-2066 (HSB) through 96-2068
(HSB), respectively.
1.38 "Holdings Indenture" means the indenture dated as of April 15, 1993
among Marvel Holdings Inc., as issuer, and the Indenture Trustee, as successor
indenture trustee, pursuant to which Marvel Holdings Inc. issued $517,447,000
in Series B Senior Secured Discount Notes due 1998.
1.39 "Holdings Liquidation Trust" means the liquidating trust established
by Marvel Holdings Inc. pursuant to the Joint Plan and the applicable
Liquidation Trust Agreement.
1.40 "Holdings Liquidation Trust Assets" means all of the assets and
property, including, without limitation, all Causes of Action, of Marvel
Holdings Inc. other than Marvel Equity Interests.
1.41 "Indenture Trustee" means LaSalle National Bank, not in its
individual capacity but solely as indenture trustee under each of the Holdings
Indenture, the Parent Indenture and the Marvel III Indenture.
1.42 "Intercompany Claim" means any Claim against a Marvel Debtor held by
a Marvel Debtor.
1.43 "Joint Plan" means this Joint Chapter 11 Joint Plan of
Reorganization and Rights Offering including the exhibits and schedules
hereto, as the same may be amended or modified from time to time in accordance
with the terms hereof.
1.44 "Lien" means any charge against or interest in property or an
interest in property to secure payment of a debt or performance of an
obligation.
1.45 "Liquidation Trusts" means the Holdings Liquidation Trust, the
Parent Liquidation Trust and the Marvel III Liquidation Trust.
1.46 "Liquidation Trust Agreement" means the agreement to be dated as of
the Holdings Debtors Consummation Date establishing and setting forth the
provisions of the respective Liquidation Trusts, substantially in the form
annexed to the Disclosure Statement.
1.47 "Liquidation Trust Assets" means Holdings Liquidation Trust Assets,
Parent Liquidation Trust Assets and Marvel III Liquidation Trust Assets.
1.48 "Liquidation Trustee" means the person or entity appointed by the
Indenture Trustee in accordance with each Liquidation Trust Agreement to
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administer each respective Liquidation Trust.
1.49 "Marvel" means Marvel Entertainment Group, Inc., a Delaware
corporation.
1.50 "Marvel Common Stock" means the 101,809,657 common shares of Marvel
that were issued and outstanding as of the Petition Date.
1.51 "Marvel Debtor" means each of Marvel, The Asher Candy Company, Fleer
Corp., Frank H. Fleer Corp., Heroes World Distribution, Inc., Malibu Comics
Entertainment, Inc., Marvel Characters, Inc., Marvel Direct Marketing Inc.,
and Skybox International Inc., each other than Malibu Comics Entertainment,
Inc., being a Delaware corporation and Malibu Comics Entertainment, Inc. being
a California corporation, the debtors in Chapter 11 Case Nos. 96-2069 (HSB)
through 96-2077 (HSB), respectively.
1.52 "Marvel Debtors Consummation Date" means the first Business Day
after the date on which each of the conditions in section 12.2.2 hereof is
satisfied or waived in accordance with the Joint Plan.
1.53 "Marvel Equity Interests" means the Equity Interests in Marvel
evidenced by the Marvel Common Stock.
1.54 "Marvel III Indenture" means the indenture dated as of February 15,
1994 among Marvel III Holdings Inc., as issuer, and the Indenture Trustee, as
successor indenture trustee, pursuant to which Marvel III Holdings Inc. issued
$125,000,000 in 9-1/8% Series B Senior Secured Discount Notes due 1998.
1.55 "Marvel III Liquidation Trust" means the liquidating trust
established by Marvel III Holdings Inc. pursuant to the Joint Plan and the
applicable Liquidation Trust Agreement.
1.56 "Marvel III Liquidation Trust Assets" means all of the assets and
property, including, without limitation, all Causes of Action, of Marvel III
Holdings Inc.
1.57 "Master Ballot" means the document approved by the Court to be used
in voting on the Joint Plan that must be executed and delivered by a brokerage
firm, bank or other record holder of securities that is not also the
beneficial holder of such securities.
1.58 "New Common Stock" means the 750 million common shares of
Reorganized Marvel, which includes the Marvel Common Stock, authorized under
the Joint Plan and upon the exercise of the Rights or consummation of the
transactions contemplated under the Standby Purchase Agreement.
1.59 "New Senior Secured Notes" means the notes to be issued by
Reorganized Marvel to holders of Allowed Senior Secured Claims with the terms
set forth in section 7.3 of this Joint Plan.
1.60 "Note Claims" means Secured Note Claims and Unsecured Note Claims.
1.61 "Other Secured Claims" means any Secured Claim not constituting a
Senior Secured Claim or a Secured Note Claim.
1.62 "Parent Indenture" means the indenture dated as of October 1, 1993
among Marvel (Parent) Holdings Inc., as issuer, and the Indenture Trustee, as
successor indenture trustee, pursuant to which Marvel (Parent) Holdings Inc.
issued $251,678,000 in Senior Secured Discount Notes due 1998.
1.63 "Parent Liquidation Trust" means the liquidating trust established
by Marvel (Parent) Holdings Inc. pursuant to the Joint Plan and the applicable
Liquidation Trust Agreement.
1.64 "Parent Liquidation Trust Assets" means all of the assets and
property, including, without limitation, all Causes of Action, of Marvel
<PAGE>
(Parent) Holdings Inc. other than Marvel Equity Interests.
1.65 "Petition Date" means December 27, 1996.
1.66 "Plan Secured Note" means a note issued under the Joint Plan by the
applicable Reorganized Debtor to a holder of an Allowed Other Secured Claim
with the terms set forth in section 7.4 of the Joint Plan.
1.67 "Priority Non-Tax Claim" means any Claim of a kind specified in
section 507(a)(2), (3), (4), (5), (6), (7) or (9) of the Code.
1.68 "Priority Tax Claim" means any Claim of the kind specified in
section 507(a)(8) of the Code.
1.69 "Proponents" means the Committee and Marvel Holdings Inc.
1.70 "pro rata" means, with reference to any calculation or distribution
relating to any Allowed Claim or Allowed Equity Interest, the ratio (expressed
as a percentage) that the amount of an Allowed Claim or Allowed Equity
Interest, as applicable, bears to the aggregate amount of Claims or Equity
Interests of the same Class or Subclass.
1.71 "Rejection Schedule" means a schedule filed by the Proponents no
later than ten (10) days prior to the Confirmation Hearing or such later date
as may be fixed by the Court, as amended at any time until the conclusion of
the Confirmation Hearing, setting forth the executory contracts and unexpired
leases to which a Marvel Debtor is party that are rejected pursuant to the
Joint Plan.
1.72 "Reorganized" means, with reference to any Debtor, such Debtor
(unless such Debtor is a Debtor for which the Joint Plan is not confirmed) or
any successor in interest thereto from and after the Holdings Debtors
Consummation Date or the Marvel Debtors Consummation Date, as applicable.
1.73 "Rights" means the rights issued pursuant to the Rights Offering to
subscribe for and to acquire in the aggregate 392,985,276 shares of New Common
Stock, representing in the aggregate 77.2% of Reorganized Marvel's common
shares, in exchange for an amount equal to $365 million less the Bank Debt
Purchase Benefit (as defined below), in accordance with the terms and
conditions of the Rights Offering as set forth in the Disclosure Statement.
For the purposes of the Joint Plan, the term "Bank Debt Purchase Benefit"
means the difference between the face amount of a Senior Secured Claim held by
a member of the Committee and the purchase price paid therefor by such member,
which benefit is passed through pro rata to all recipients of Rights under the
Joint Plan. Accordingly, if members of the Committee purchased no Senior
Secured Claims, the "Bank Debt Purchase Benefit" would equal $0 (i.e., no
benefit) and the price per share upon exercise of a Right would be $0.9561,
calculated as follows: ($365 million - $0) 381,750,000 shares. Whereas, if
members of the Committee purchased $100 million in Senior Secured Claims for
$70 million, the "Bank Debt Purchase Benefit" would equal $30 million, and the
price per share upon exercise of a Right would be $0.8775, calculated as
follows ($365 million - $30 million) 381,750,000 shares.
1.74 "Rights Record Date" means 5:00 p.m. prevailing Eastern time on the
first Business Day after the date on which the Indenture Trustee certifies to
the Proponents that the Marvel Common Stock owned by the Holdings Debtors has
been distributed to the holders of Allowed Note Claims in accordance with the
Plan.
1.75 "Rights Offering" means the terms and conditions governing the
issuance and exercise of the Rights as described in the Disclosure Statement.
1.76 "Rules" means the Federal Rules of Bankruptcy Procedure as
promulgated by the United States Supreme Court under 28 U.S.C. Section 2075,
and any Local Rules of the Court.
<PAGE>
1.77 "Schedules" means the schedules of assets and liabilities and the
statements of financial affairs filed by the Debtors under section 521 of the
Code and the Official Bankruptcy Forms of the Rules as such schedules and
statements have been or may be supplemented or amended.
1.78 "Secured Claim" means a Claim secured by a Lien on Collateral to the
extent of the value of the holder's interest in such Collateral, as determined
in accordance with section 506(a) of the Code or, if such Claim is subject to
setoff, under section 553 of the Code, to the extent of such setoff.
1.79 "Secured Note Claims" means the Claims evidenced by (i) the notes
issued by Marvel Holdings Inc. pursuant to the Holdings Indenture, (ii) the
notes issued by Marvel (Parent) Holdings Inc. pursuant to the Parent Indenture
and (iii) the notes issued by Marvel III Holdings Inc. pursuant to the Marvel
III Indenture; in each case to the extent secured pursuant to section 506 of
the Code.
1.80 "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
1.81 "Senior Secured Claim" means any Secured Claim arising from any of
the Existing Credit Agreements or evidenced by any of the promissory notes or
letters of credit issued thereunder.
1.82 "Standby Purchase Agreement" is the agreement in the form annexed to
the Disclosure Statement pursuant to which, among other things, the Standby
Purchasers agree to purchase all New Common Stock as to which the Rights
associated therewith remain unexercised at the expiration of the Rights
Offering.
1.83 "Standby Purchasers" means High River Limited Partnership, Westgate
International, L.P. and United Equities Commodities Company.
1.84 "Subsidiary Equity Interests" means the Equity Interests in any of
the Marvel Debtors other than Marvel held by any of the other Marvel Debtors.
1.85 "Subclass" means a category of Claims or Equity Interests as
classified in section 2 of the Joint Plan.
1.86 "Toy Biz Stockholders Agreement" means that certain Stockholders'
Agreement dated as of March 2, 1995 by and among Avi Arad, Isaac Perlmutter,
Isaac Perlmutter T.A., Marvel, Toy Biz, Inc., and Zib Inc.
1.87 "Trust Interests" means a fractional undivided beneficial interest
in a Liquidation Trust for distribution to holders of Allowed Unsecured Claims
against Holdings Debtors.
1.88 "Unsecured Claim" means an Unsecured Note Claim and any Claim
against a Debtor that is not an Administration Expense Claim, a Priority Non-
Tax Claim, a Priority Tax Claim, a Secured Claim, a Secured Note Claim, or an
Intercompany Claim.
1.89 "Unsecured Note Claims" means the Claims represented by (i) the
notes issued by Marvel Holdings Inc. pursuant to the Holdings Indenture, (ii)
the notes issued by Marvel (Parent) Holdings Inc. pursuant to the Parent
Indenture and (iii) the notes issued by Marvel III Holdings Inc. pursuant to
the Marvel III Indenture; in each case to the extent unsecured pursuant to
section 506 of the Code.
1.90 "Warrants" means, collectively, all incentive stock options, non-
qualified stock options and stock appreciation rights granted under that
certain Marvel Entertainment Group, Inc. Amended and Restated Stock Option
Joint Plan and any other options, warrants, or rights, contractual or
otherwise, if any, to acquire an Equity Interest.
B. Interpretation; Application of
<PAGE>
Definitions and Rules of Construction.
Unless otherwise specified, all section, schedule or exhibit references
in the Joint Plan are to the respective section in, article of, or schedule or
exhibit to, the Joint Plan, as the same may be amended, supplemented or
modified from time to time. The words "herein," "hereof," "hereto,"
"hereunder," and other words of similar import refer to the Joint Plan as a
whole and not to any particular section, subsection or clause contained in the
Joint Plan. A term used herein that is not defined herein shall have the
meaning assigned to that term in the Code. The rules of construction
contained in section 102 of the Code shall apply to the construction of the
Joint Plan. The headings in the Joint Plan are for convenience of reference
only and shall not limit or otherwise affect the provisions hereof.
SECTION 2
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
2.1 Unclassified Claims. Administration Expense Claims and Priority Tax
Claims are unclassified in the Joint Plan.
2.2 Classified Claims and Equity Interests. All Claims (other than
Administration Expense Claims and Priority Tax Claims) and all Equity
Interests are classified in the Joint Plan as set forth in this section 2.
2.3 Holdings Debtors Claims and Equity Interests. The classified Claims
against, and Equity Interests in, the Holdings Debtors are classified in the
Joint Plan as follows:
2.3.1 Holdings Debtors Class 1: Secured Note Claims
Subclass 1A: Marvel Holdings Inc.
Subclass 1B: Marvel (Parent) Holdings Inc.
Subclass 1C: Marvel III Holdings Inc.
2.3.2 Holdings Debtors Class 2: Other Secured Claims
Subclass 2A: Marvel Holdings Inc.
Subclass 2B: Marvel (Parent) Holdings Inc.
Subclass 2C: Marvel III Holdings Inc.
2.3.3 Holdings Debtors Class 3: Priority Non-Tax Claims
Subclass 3A: Marvel Holdings Inc.
Subclass 3B: Marvel (Parent) Holdings Inc.
Subclass 3C: Marvel III Holdings Inc.
2.3.4 Holdings Debtors Class 4: Unsecured Claims
Subclass 4A: Marvel Holdings Inc.
Subclass 4B: Marvel (Parent) Holdings Inc.
Subclass 4C: Marvel III Holdings Inc.
2.3.5 Holdings Debtors Class 5: Equity Interests
Subclass 5A: Marvel Holdings Inc.
Subclass 5B: Marvel (Parent) Holdings Inc.
Subclass 5C: Marvel III Holdings Inc.
2.4 Marvel Debtors Claims and Equity Interests. The classified Claims
against, and Equity Interests in, the Marvel Debtors are classified in this
Joint Plan as follows:
2.4.1 Marvel Debtors Class 1: Senior Secured Claims
2.4.2 Marvel Debtors Class 2: Other Secured Claims
<PAGE>
Subclass 2A: Marvel Entertainment Group, Inc.
Subclass 2B: The Asher Candy Company
Subclass 2C: Fleer Corp.
Subclass 2D: Frank H. Fleer Corp.
Subclass 2E: Heroes World Distribution, Inc.
Subclass 2F: Malibu Comics Entertainment, Inc.
Subclass 2G: Marvel Characters, Inc.
Subclass 2H: Marvel Direct Marketing Inc.
Subclass 2I: SkyBox International Inc.
2.4.3 Marvel Debtors Class 3: Priority Non-Tax Claims
Subclass 3A: Marvel Entertainment Group, Inc.
Subclass 3B: The Asher Candy Company
Subclass 3C: Fleer Corp.
Subclass 3D: Frank H. Fleer Corp.
Subclass 3E: Heroes World Distribution, Inc.
Subclass 3F: Malibu Comics Entertainment, Inc.
Subclass 3G: Marvel Characters, Inc.
Subclass 3H: Marvel Direct Marketing Inc.
Subclass 3I: SkyBox International Inc.
2.4.4 Marvel Debtors Class 4: Unsecured Claims
Subclass 4A: Marvel Entertainment Group, Inc.
Subclass 4B: The Asher Candy Company
Subclass 4C: Fleer Corp.
Subclass 4D: Frank H. Fleer Corp.
Subclass 4E: Heroes World Distribution, Inc.
Subclass 4F: Malibu Comics Entertainment, Inc.
Subclass 4G: Marvel Characters, Inc.
Subclass 4H: Marvel Direct Marketing Inc.
Subclass 4I: SkyBox International Inc.
2.4.5 Marvel Debtors Class 5: Intercompany Claims
2.4.6 Marvel Debtors Class 6: Marvel Equity Interests
2.4.7 Marvel Debtors Class 7: Subsidiary Equity Interests
2.4.8 Marvel Debtors Class 8: Warrants
2.5 Effect of Subclasses. Each Subclass is a separate Class pursuant to
section 1122 of the Code for purposes of voting on, and confirmation of, the
Joint Plan.
2.6 Subtraction and Addition of Classes and Subclasses. Any Class or
Subclass of Claims or Equity Interests that does not contain an Allowed Claim
or Equity Interest or a Claim or Equity Interest temporarily Allowed under
Rule 3018 as of the date of the commencement of the Confirmation Hearing shall
be deemed subtracted from the Joint Plan for purposes of voting on the Joint
Plan and for determining acceptance or rejection of the Joint Plan. If any
Subclass containing Other Secured Claims would contain two or more Other
Secured Claims collateralized by different properties or interests in property
or collateralized by Liens against the same property or interest in property
having different priority, such Claims shall be divided into separate
Subclasses of such Subclass and shall be treated as though separately
classified for purposes of voting and receiving treatment under the Joint
Plan.
SECTION 3
IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS
3.1 Unimpaired Class. Marvel Debtors Class 5 (Intercompany Claims) is
unimpaired under the Joint Plan.
<PAGE>
3.2 Impaired Classes. Other than the Class containing Intercompany Claims,
all Classes of Claims and Equity Interests including each Subclass thereof are
impaired under the Joint Plan.
SECTION 4
TREATMENT OF UNCLASSIFIED CLAIMS UNDER THE JOINT PLAN
4.1 Administration Expense Claims. In full satisfaction and discharge of
their Administration Expense Claims, on the Holdings Debtors Consummation Date
and the Marvel Debtors Consummation Date, as applicable, unless otherwise
agreed, each holder of an Allowed Administration Expense Claim shall receive
Cash from Reorganized Marvel equal to the amount of such Allowed
Administration Expense Claim; provided, that Allowed Administration Expense
Claims representing post-Petition Date liabilities incurred in the ordinary
course of business or arising under loans, advances or other obligations,
whether or not incurred in the ordinary course of business, shall be assumed
and paid by the Reorganized Debtors in accordance with the terms and subject
to the conditions of any agreements governing, instruments evidencing or other
documents relating to such transactions.
4.2 Administration Expense Claims Bar Date. The Joint Plan constitutes a
motion governed by the Joint Plan to establish an Administration Expense
Claims Bar Date applicable to all Administration Expense Claims other than
those addressed in section 4.3 of the Joint Plan in each of the jointly
administered Cases of the Holdings Debtors and the Marvel Debtors which is the
date that is thirty (30) days after the Holdings Debtors Consummation Date and
the Marvel Debtors Consummation Date, respectively. FAILURE TO FILE A PROOF
OF ADMINISTRATION EXPENSE CLAIM ON OR BEFORE THE ADMINISTRATION EXPENSE CLAIMS
BAR DATE SHALL RESULT IN SUCH ADMINISTRATION EXPENSE CLAIM BEING FOREVER
BARRED AND DISALLOWED WITHOUT FURTHER ORDER OF THE COURT.
4.3 Compensation and Reimbursement Claims. All entities seeking an award by
the Court of compensation for services rendered or reimbursement of expenses
incurred through and including the Marvel Debtors Consummation Date including
applications under sections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of
the Code, (a) shall file their respective final applications therefor no later
than forty-five (45) days after the Marvel Debtors Consummation Date and, if
granted such an award by the Court, (b) unless otherwise agreed, such Allowed
Administration Expense Claims shall be paid in Cash from Reorganized Marvel
when allowed by the Court. The Proponents acknowledge that the Indenture
Trustee has and continues to make a substantial contribution to the Cases.
The fees and expenses of the Indenture Trustee, including those of its
professionals, incurred in connection with the Cases, as allowed by the Court,
shall constitute Allowed Administration Expense Claims governed by this
section.
4.4 Priority Tax Claims. In full satisfaction and discharge of their
Priority Tax Claims, unless otherwise agreed, each holder of an Allowed
Priority Tax Claim shall receive, at the option of the Proponents, either (i)
payment in Cash on the Holdings Debtors Consummation Date or the Marvel
Debtors Consummation, as applicable, in the amount of such Allowed Priority
Tax Claim, or (ii) equal annual Cash payments commencing on the first
anniversary of the date of the assessment of such Allowed Priority Tax Claim
that occurs after the Holdings Debtor Consummation Date and the Marvel Debtors
Consummation Date, as applicable, over a period not exceeding six (6) years
after the date of assessment of such Allowed Priority Tax Claim, of a value,
as of the Holdings Debtor Consummation Date and the Marvel Debtors
Consummation Date, as applicable, equal to the allowed amount of such Allowed
Priority Tax Claim together with interest at a fixed annual rate equal to six
percent (6%).
SECTION 5
PROVISIONS FOR TREATMENT OF CLAIMS
AND EQUITY INTERESTS UNDER THE JOINT PLAN
5.1 Treatment of Holdings Debtors Claims and Equity Interests.
<PAGE>
5.1.1 Class 1: Secured Note Claims.
(a) Subclass 1A: Marvel Holdings Inc. In full satisfaction and
discharge of their Secured Note Claims, unless otherwise agreed, on the
Holdings Debtors Consummation Date each holder of an Allowed Secured Note
Claim against Marvel Holdings Inc. shall receive a pro rata distribution of
the 48,000,000 shares of Marvel Common Stock pledged under the Holdings
Indenture and, on the Marvel Debtors Consummation Debtor, if such holders
continue to own Marvel Common Stock, shall receive the treatment provided for
such Marvel Equity Interests as provided in section 5.2.6 of the Joint Plan.
(b) Subclass 1B: Marvel (Parent) Holdings Inc. In full
satisfaction and discharge of their Secured Note Claims, unless otherwise
agreed, on the Holdings Debtors Consummation Date, if such holders continue to
own Marvel Common Stock, each holder of an Allowed Secured Note Claim against
Marvel (Parent) Holdings Inc. shall receive a pro rata distribution of the
20,000,000 shares of Marvel Common Stock pledged under the Parent Indenture
and, on the Marvel Debtors Consummation Debtor, shall receive the treatment
provided for such Marvel Equity Interests as provided in section 5.2.6 of the
Joint Plan.
(c) Subclass 1C: Marvel III Holdings Inc. In full satisfaction and
discharge of their Secured Note Claims, unless otherwise agreed, on the
Holdings Debtors Consummation Date, each holder of an Allowed Secured Note
Claim against Marvel III Holdings Inc. shall receive a pro rata distribution
of the 9,302,326 shares of Marvel Common Stock pledged under the Marvel III
Indenture and, on the Marvel Debtors Consummation Date, if such holders
continue to own Marvel Common Stock, shall receive the treatment provided for
such Marvel Equity Interests as provided in section 5.2.6 of the Joint Plan.
5.1.2 Class 2: Other Secured Claims. In full satisfaction and
discharge of their Other Secured Claims, unless otherwise agreed, on the
Holdings Debtors Consummation Date, at the sole discretion of the Proponents,
each holder of an Allowed Other Secured Claim against a Holdings Debtor shall
receive (i) a Plan Secured Note; (ii) the treatment set forth in section
1124(1) or (2) of the Code, notwithstanding any contractual provision or
applicable nonbankruptcy law that entitles the holder of an Allowed Other
Secured Claim to demand and receive payment of such Claim prior to the stated
maturity of such Claim from and after the occurrence of a default; (iii) the
Collateral securing such Allowed Other Secured Claim; (iv) Cash in an amount
equal to the amount of such Allowed Other Secured Claim; or (v) authority to
exercise a valid right of setoff pursuant to section 553 of the Code.
5.1.3 Class 3: Priority Non-Tax Claims. In full satisfaction and
discharge of their Priority Non-Tax Claims, unless otherwise agreed, on the
Holdings Debtors Consummation Date, each holder of an Allowed Priority Non-Tax
Claim against a Holdings Debtor shall be distributed on account of such
Allowed Priority Non-Tax Claim a payment in Cash equal to the amount of its
Allowed Priority Non-Tax Claim.
5.1.4 Class 4: Unsecured Claims.
(a) Subclass 4A: Marvel Holdings Inc.. In full satisfaction and
discharge of their Unsecured Claims, unless otherwise agreed, on the Holdings
Debtors Consummation Date, each holder of an Allowed Unsecured Claim against
Marvel Holdings Inc. shall receive (a) provided that all Allowed
Administration Expense Claims against the Holdings Debtors are paid in Cash or
reserved for in full in Cash, a pro rata distribution of the Marvel Common
Stock owned by Marvel Holdings Inc. which are not pledged to secure Secured
Note Claims (2,932,167 shares) and, on the Marvel Debtors Consummation Debtor,
shall receive the treatment provided for such Marvel Equity Interests as
provided in section 5.2.6 of the Joint Plan and (b) a pro rata distribution of
Trust Interests providing for the entitlement to a pro rata distribution of
the proceeds of the Holdings Liquidation Trust.
(b) Subclass 4B: Marvel (Parent) Holdings Inc. In full
<PAGE>
satisfaction and discharge of their Unsecured Claims, unless otherwise agreed,
on the Holdings Debtors Consummation Date, each holder of an Allowed Unsecured
Claim against Marvel (Parent) Holdings Inc. shall receive a pro rata
distribution of Trust Interests providing for the entitlement to a pro rata
distribution of the proceeds of the Parent Liquidation Trust.
(c) Subclass 4C: Marvel III Holdings Inc. In full satisfaction and
discharge of their Unsecured Claims, unless otherwise agreed, on the Holdings
Debtors Consummation Date, each holder of an Allowed Unsecured Claim against
Marvel III Holdings Inc. shall receive a pro rata distribution of Trust
Interests providing for the entitlement to a pro rata distribution of the
proceeds of the Marvel III Liquidation Trust.
5.1.5 Class 5: Equity Interests. Holders of Equity Interests in the
Holdings Debtors shall receive no distribution under the Joint Plan. On the
Holdings Debtors Consummation Date the Equity Interests in the Holdings
Debtors shall be cancelled and thereafter shall be null and void.
5.2 Treatment of Marvel Debtors Claims and Equity Interests.
5.2.1 Class 1: Senior Secured Claims.
In full satisfaction and discharge of their Senior Secured Claims,
unless otherwise agreed, on the Marvel Debtors Consummation Date, the
Administrative Agent shall receive, for further distribution to holders of
Allowed Senior Secured Claims in accordance with the Existing Credit
Agreements, (i) the Distributed Collateral and (ii) New Senior Secured Notes
in aggregate principal amount equal to the aggregate amount of the Allowed
Senior Secured Claims less (A) the value of the Distributed Collateral
distributed hereunder as such value is determined by the Court and (B) the
face amount of the Allowed Senior Secured Claims retired with proceeds from
the Rights Offering and the consummation of the Standby Purchase Agreement;
provided, that, if the Court determines that the value of the Distributed
Collateral is less than $385 million, then, at the sole discretion of the
Proponents, Reorganized Marvel shall retain some or all of the Distributed
Collateral otherwise to be distributed hereunder and increase the principal
amount of the New Senior Secured Notes accordingly; and provided, further,
that, at the sole discretion of the Proponents, New Senior Secured Notes may
be distributed directly to the holders of Allowed Senior Secured Claims.
5.2.2 Class 2: Other Secured Claims. In full satisfaction and
discharge of their Other Secured Claims, unless otherwise agreed, on the
Marvel Debtors Consummation Date, at the sole discretion of the Proponents,
each holder of an Allowed Other Secured Claim against a Marvel Debtor shall
receive (i) a Plan Secured Note; (ii) the treatment set forth in section
1124(1) or (2) of the Code, notwithstanding any contractual provision or
applicable nonbankruptcy law that entitles the holder of an Allowed Other
Secured Claim to demand and receive payment of such Claim prior to the stated
maturity of such Claim from and after the occurrence of a default; (iii) the
Collateral securing such Allowed Other Secured Claim; (iv) Cash in an amount
equal to the amount of such Allowed Other Secured Claim; or (v) authority to
exercise a valid right of setoff pursuant to section 553 of the Code.
5.2.3 Class 3: Priority Non-Tax Claims. In full satisfaction and
discharge of their Priority Non-Tax Claims, unless otherwise agreed, on the
Marvel Debtors Consummation Date, each holder of an Allowed Priority Non-Tax
Claim against a Marvel Debtor shall be distributed on account of such Allowed
Priority Non-Tax Claim a payment in Cash equal to the amount of its Allowed
Priority Non-Tax Claim.
5.2.4 Class 4: Unsecured Claims. In full satisfaction and discharge of
their Unsecured Claims, unless otherwise agreed, on the Marvel Debtors
Consummation Date, each holder of an Allowed Unsecured Claim against a Marvel
Debtor shall be receive Cash in an amount equal to the amount of such Allowed
Unsecured Claim.
<PAGE>
5.2.5 Class 5: Intercompany Claims. Each holder of an Allowed
Intercompany Claim shall retain unaltered the legal, equitable and contractual
rights to which such Allowed Claim entitles such holder.
5.2.6 Class 6: Marvel Equity Interests. On the Marvel Debtors
Consummation Date, each holder of an Allowed Marvel Equity Interest (i) shall
retain its Marvel Common Stock and (ii) shall receive a pro rata distribution
of Rights.
5.2.7 Class 7: Subsidiary Equity Interests. Except to the extent that
a Subsidiary Equity Interest constitutes Distributed Collateral under the
Joint Plan, each holder of an Allowed Subsidiary Equity Interest shall retain
unaltered the legal, equitable and contractual rights to which such Allowed
Equity Interest entitles such holder.
5.2.8 Class 8: Warrants. Holders of Warrants shall receive no
distribution under the Joint Plan. On the Marvel Debtors Consummation Date
the Warrants shall be cancelled and thereafter shall be null and void.
SECTION 6
ACCEPTANCE OR REJECTION OF THE JOINT PLAN
6.1 Classes Entitled to Vote. Each impaired Class of Claims and Equity
Interests, other than Holdings Debtors Class 5 (Equity Interests) and Marvel
Debtors Class 8 (Warrants), and, as applicable, each Subclass thereof are
entitled to vote separately to accept or to reject the Joint Plan as provided
in the order of the Court fixing the Ballot Date and otherwise approving or
governing, as applicable, the balloting procedures applicable to the Joint
Plan. Holders of Equity Interests in Holdings Debtors Class 5 (Equity
Interests) and Marvel Debtors Class 8 (Warrants) receive no distribution under
the Joint Plan, are not entitled to vote on the Joint Plan and are presumed to
have rejected it in accordance with section 1126(g) of the Code.
6.2 Calculation of Vote. For purposes of calculating the number of Allowed
Claims held by holders of Allowed Claims that have voted to accept or to
reject the Joint Plan under section 1126(c) of the Code, all Allowed Claims in
a particular Class or Subclass held by any entity or any Affiliate thereof
that acquired record ownership of such Allowed Claims after the Petition Date
shall be aggregated and treated as one Allowed Claim in such Class or
Subclass. Voting is tabulated separately for each Subclass and for each
Debtor.
6.3 Effect of Acceptance. A holder of a Claim or Equity Interest that has
accepted the Joint Plan shall be deemed to have accepted each provision of the
Joint Plan.
6.4 Nonconsensual Confirmation. If any impaired Class of Claims or Equity
Interests entitled to vote shall not accept the Joint Plan by the requisite
statutory majorities provided in sections 1126(c) or 1126(d) of the Code, as
applicable, the Proponents reserve the right to amend the Joint Plan or
undertake to have the Court confirm the Joint Plan under section 1129(b) of
the Code or both. The Proponents intend to seek confirmation of the Joint
Plan under section 1129(b) of the Code notwithstanding the deemed rejection of
the Joint Plan by Holdings Debtors Class 5 (Equity Interests) and Marvel
Debtors Class 8 (Warrants).
SECTION 7
PROVISIONS OF SECURITIES ISSUED UNDER THE JOINT PLAN
7.1 Rights. The provisions of the Rights to be issued under the Joint Plan
are summarized as follows:
<PAGE>
<TABLE>
<S> <C>
Issuer: Reorganized Marvel.
Underlying
Security: New Common Stock, par value $.01 per share.
Rights per Share: Each holder of Marvel Common Stock on the Rights Record Date will receive 3.86 Rights for each share of
Marvel Common Stock.
Exercise: One share of New Common Stock will be issued for each Right that is exercised.
Fractional Rights: No fractional Rights or Cash in lieu thereof will be issued or paid; the number of Rights distributed to
each recipient will be rounded up to the nearest whole number of Rights.
Aggregate Shares
Offered: 392,985,276
Transfers: The Rights will be freely transferable prior to their exercise or expiration.
Subscription Price: $0.92879 per share, less $0.002545 for each $1.0 million by which the amount paid by the Standby
Purchasers for Senior Secured Claims is less than the face amount of such Claims.
Listing: The Proponents will use reasonable efforts to cause the Rights to be listed on a national securities
exchange.
</TABLE>
<PAGE>
7.2 New Common Stock. The provisions of the New Common Stock to be issued
under the Joint Plan are summarized as follows:
<TABLE>
<S> <C>
Authorization: The charter of Reorganized Marvel shall authorize the issuance of 750 million shares of New Common Stock.
Of such authorized shares, 509,048,285 shares shall be retained and issued directly (i) under the Joint
Plan, (ii) upon the exercise of the Rights and (iii) consummation of the Standby Purchase Agreement.
Except as otherwise provided by the Joint Plan, no additional shares of New Common Stock may be issued
other than as directed by the board of directors of Reorganized Marvel after the Marvel Debtors
Consummation Date.
Par Value: The New Common Stock shall have par value of $0.01 per share.
Attributes: The New Common Stock shall have such attributes s to voting, dividends, liquidation and otherwise as are
set forth in the charter of Reorganized Marvel and as are otherwise provided by Delaware law.
Listing: Reorganized Marvel shall use reasonable efforts to cause the New Common Stock to be listed on the New York
Stock Exchange or such other national securities exchange as is appropriate.
</TABLE>
<PAGE>
7.3 New Senior Secured Notes. The provisions of the New Senior Secured Notes
to be issued under the Joint Plan are summarized as follows:
<TABLE>
<S> <C>
Issuer: Reorganized Marvel.
Guarantors: Operating subsidiaries of Reorganized Marvel.
Principal Amount: As set forth in section 5.2.1 of the Joint Plan.
Maturity: The tenth (10th) anniversary of the Marvel Debtors Consummation Date.
Interest: (i) 131/2% per annum if "paid in kind" through issuance of additional New Senior Secured Notes; (ii)
10-3/4% per annum if paid in Cash; (iii) LIBOR + 4% per annum if paid in cash and Reorganized Marvel
maintains an escrow for interest payments of not less than four (4) periods of its interest obligation.
Interest Payment: Semi-annually in arrears; payable-in-kind at the option of Reorganized Marvel through the issuance of
additional New Senior Secured Notes for the first four (4) periods; payable in Cash thereafter.
Amortization: Straight-line amortization of principal in periods eleven (11) through twenty (20).
Collateral: First lien and security interest on all of the assets of Reorganized Marvel other than Toy Biz, Inc.
common shares; first lien and security interest on all assets of the operating subsidiaries of Reorganized
Marvel.
</TABLE>
<PAGE>
7.4 Plan Secured Notes. The provisions of the Plan Secured Notes to be
issued under the Joint Plan are summarized as follows:
<TABLE>
<S> <C>
Issuer: Applicable Reorganized Debtor.
Principal Amount: Allowed amount of applicable Allowed Other Secured Claim.
Maturity: The fifth (5th) anniversary of the Holdings Debtors Consummation Date or the Marvel Debtors Consummation
Date, as applicable.
Interest: 8% per annum.
Interest Payment: Semi-annually in arrears.
Amortization: Straight-line amortization of principal.
Collateral: First lien and security interest on existing Collateral or substituted property of equivalent value.
</TABLE>
<PAGE>
SECTION 8
MEANS OF IMPLEMENTATION
8.1 Closing of Standby Purchase Agreement; Rights Offering. On the Marvel
Debtors Consummation Date, the closing of the Standby Purchase Agreement shall
have occurred in accordance therewith, the Rights Offering shall have occurred
in accordance therewith, the exercise of the Rights shall be consummated and
Reorganized Marvel shall receive the consideration provided therein and shall
make the distributions provided hereunder.
8.2 Retention of Derivative Securities Litigation Claims. The Derivative
Securities Litigation Claims are property of the estate of Marvel under
section 541 of the Code. On the Confirmation Date, all Derivative Securities
Litigation Claims shall revest in and remain the property of Reorganized
Marvel.
8.3 Holdings Debtors Liquidation Trusts.
8.3.1 Establishment. On the Holdings Debtors Consummation Date,
Marvel Holdings Inc. shall establish the Holdings Liquidation Trust, Marvel
(Parent) Holdings Inc. shall establish the Parent Liquidation Trust and Marvel
III Holdings Inc. shall establish the Marvel III Liquidation Trust, in each
case (i) by execution of the applicable Liquidation Trust Agreement, (ii) by
taking all other steps necessary or appropriate to establish each Liquidation
Trust and (iii) by transferring, assigning and delivering to each Liquidation
Trust all of their right, title and interest in, to, under and in connection
with all of the Holdings Liquidation Trust Assets, the Parent Liquidation
Trust Assets and the Marvel III Liquidation Trust Assets, respectively, in
each case free and clear of any interest in such property of any other person
or entity other than the Lien of the Indenture Trustee for the payment of its
fees and expenses including those of its professionals. For federal income
tax purposes, the beneficiaries of each of the Liquidation Trusts will be
treated as the grantors and deemed owners of the respective Liquidation Trust
and the Holdings Debtors will treat the transfer of the Liquidation Trust
Assets to each respective Liquidation Trust as a deemed transfer to such
beneficiaries followed by a deemed transfer by such beneficiaries to the
respective Liquidation Trust.
8.3.2 Purpose. The Liquidation Trusts will be organized for the sole
purpose of liquidating the Holdings Debtors' respective Liquidation Trust
Assets with no objective or authority to continue or to engage in the conduct
of a trade or business. In particular, the Liquidation Trusts shall, if
appropriate: (i) issue Trust Interests to the holders of Allowed Unsecured
Claims against each of the Holdings Debtors that are entitled to receive the
proceeds of the Liquidation Trusts in accordance with the priority provided
for in this Joint Plan, (ii) collect and reduce the Liquidation Trust Assets
to Cash, (iii) distribute such Cash to the holders of Trust Interests after
payment of the expenses attributable to the Liquidation Trusts (including
professional fees and expenses) and (iv) take such steps as are reasonably
necessary to accomplish such purposes, all as more fully provided in, and
subject to the terms and provisions of, each the Liquidation Trust Agreement.
The Liquidation Trusts shall not have the authority to engage in a trade or
business, and no portion of the Liquidation Trust Assets shall be used in the
conduct of a trade or business.
8.3.3 Distributions. Distributions from each Liquidation Trust shall
be made by the respective Liquidation Trustees in accordance with the
applicable Liquidation Trust Agreement.
8.4 Distribution of the Distributed Collateral. On the Consummation Date,
each of the Debtors shall enter into all such agreements as are necessary and
appropriate, on market terms, to transfer the Distributed Collateral to the
Administrative Agent and to permit Panini S.p.A. and Fleer Corp. to continue
to operate as going concerns in the ordinary course.
<PAGE>
8.5 Board of Directors of the Reorganized Debtors. The initial members of
the boards of directors of the Reorganized Debtors shall be set forth in the
Disclosure Statement or in such other filing as may be made with the Court on
or prior to the commencement of the Confirmation Hearing.
8.6 Officers of the Reorganized Debtors. The initial officers of the
Reorganized Debtors shall be set forth in the Disclosure Statement or in such
other filing as may be made with the Court on or prior to the Confirmation
Hearing. The selection of officers of the Reorganized Debtors after the
Marvel Debtors Consummation Date shall be as provided in their charters and
bylaws.
8.7 Change of Corporate Name. On the Marvel Debtors Consummation Date, the
corporate name of Marvel shall be changed to "Marvel Inc." Such change of
corporate name shall be effected by operation of section 303 of the Delaware
General Corporation Law without effecting any corporate action otherwise
required thereby.
8.8 Effectuating Documents. On or before the commencement of the
Confirmation Hearing, the Proponents shall file with the Court forms of the
material agreements and other documents that shall implement and be controlled
by the Joint Plan. Entry of the Confirmation Order shall authorize the
Proponents to execute, enter into, and deliver all documents, instruments and
agreements that are necessary or appropriate to implement the Joint Plan and
to take all actions on the Debtors' behalf that are necessary or appropriate
to implement the Joint Plan.
8.9 The Reorganized Debtors Charters and By-Laws. Upon the occurrence of
each of the Marvel Debtors Consummation Date, each Marvel Debtor's charter and
by-laws shall be amended and restated to the extent necessary or appropriate
to implement the Joint Plan. In addition to containing provisions that are
currently contained therein, the charter and by-laws for each Marvel Debtor
shall contain, among other things, a prohibition against the issuance of non-
voting equity securities as required by section 1123(a)(6) of the Code.
SECTION 9
PROVISIONS GOVERNING DISTRIBUTIONS
9.1 Date of Distributions. Any distributions and deliveries to be made
hereunder shall be made on the Holdings Debtors Consummation Date and the
Marvel Debtors Consummation Date, as applicable, or as soon as practicable
thereafter. If any payment or act under the Joint Plan is required to be made
or performed on a date that is not a Business Day, then the making of such
payment or the performance of such act may be completed on the next succeeding
Business Day, but shall be deemed to have been completed as of the required
date.
9.2 Entities to Exercise Function of Disbursing Agent. All distributions
under the Joint Plan shall be made by the applicable Reorganized Debtor as
Disbursing Agent or such other entity designated by the applicable Reorganized
Debtor as a Disbursing Agent. A Disbursing Agent shall not be required to
give any bond or surety or other security for the performance of its duties
unless otherwise ordered by the Court; and, if a Disbursing Agent is so
otherwise ordered, all costs and expenses of procuring any such bond or surety
shall be borne by the applicable Reorganized Debtor.
9.3 Surrender and Cancellation of Instruments. Each holder of a promissory
note, bond, or other instrument or document evidencing a Claim shall surrender
such instrument or certificate to the Disbursing Agent, and the Disbursing
Agent shall distribute or shall cause to be distributed to the holder thereof
or, in the case of holders of Allowed Note Claims, to the Indenture Trustee
for further distribution in accordance with the Holdings Indenture, the Parent
Indenture and the Marvel III Indenture, or, in the case of the holders of
Allowed Senior Secured Claims, to the Administrative Agent for further
distribution in accordance with the Existing Credit Agreements (except as to
New Senior Secured Notes which, in the sole discretion of the Proponents, may
<PAGE>
be distributed directly to holders of Allowed Senior Secured Claims, the
appropriate distribution, if any, hereunder. No distribution hereunder shall
be made to or on behalf of any holder of such a Claim unless and until such
instrument or document is received for cancellation by the Disbursing Agent or
the unavailability of such or instrument is reasonably established to the
satisfaction of the Disbursing Agent. In accordance with section 1143 of the
Code, any such holder of such a Claim (a) that fails to surrender or to cause
to be surrendered such or instrument or document or to execute and deliver an
affidavit of loss and indemnity reasonably satisfactory to the Disbursing
Agent and (b) if the Disbursing Agent requests, furnish a bond in form and
substance (including, without limitation, as to amount) reasonably
satisfactory to the Disbursing Agent, within five (5) years from and after the
Holdings Debtors Consummation Date and the Marvel Debtors Consummation Date,
as applicable, shall be deemed to have forfeited all rights, claims and
interests and shall not participate in any distribution hereunder.
9.4 Delivery of Distributions. Subject to Rule 9010, all distributions to
any holder of an Allowed Claim or Allowed Equity Interests shall be made at
the address of such holder as scheduled on the Schedules filed with the Court
or, in the case of Marvel Equity Interests, as recorded with the transfer
agents for Marvel, unless the Debtors or Reorganized Debtors, as applicable,
have been notified in writing of a change of address, including, without
limitation, by the filing of a proof of Claim or Equity Interest by such
holder that relates an address for such holder different from the address
reflected on such Schedules for such holder. If any distribution to any
holder is returned as undeliverable, the Disbursing Agent shall use reasonable
efforts to determine the current address of such holder, but no distribution
to such holder shall be made unless and until the Disbursing Agent has
determined the then current address of such holder, at which time such
distribution shall be made to such holder without interest; provided that such
distributions shall be deemed unclaimed property under section 347(b) of the
Code at the expiration of one (1) year from the Holdings Debtors Consummation
Date and the Marvel Debtors Consummation Date, as applicable. After such
date, all unclaimed property or interest in property shall revert to the
applicable Reorganized Debtor, and the claim of any other holder to such
property or interest in property shall be discharged and forever barred.
9.5 Manner of Payment Under Joint Plan of Reorganization. At the option of
the Reorganized Debtors, any Cash payment to be made hereunder may be made by
a check or wire transfer or as otherwise required or provided in applicable
agreements.
9.6 Secondary Distributions. Distributions made after the Holdings Debtors
Consummation Date and the Marvel Debtors Consummation Date, as applicable, to
holders of Claims or Equity Interests that are not Allowed as of such date but
which later become Allowed shall be deemed to have been made on the Holdings
Debtors Consummation Date and the Marvel Debtors Consummation Date, as
applicable.
9.7 Rights And Powers Of Disbursing Agent.
9.7.1 Powers of the Disbursing Agent. The Disbursing Agent shall be
empowered to (a) effect all actions and execute all agreements, instruments
and other documents necessary to implement the Joint Plan, (b) make
distributions contemplated hereby, (c) liquidate property as required to make
distributions contemplated hereby, (d) comply herewith and the obligations
hereunder, (e) employ professionals to represent it with respect to its
responsibilities, and (f) exercise such other powers as may be vested in the
Disbursing Agent by order of the Court, pursuant to the Joint Plan, or as
deemed by the Disbursing Agent to be necessary and proper to implement the
provisions hereof.
9.7.2 Expenses. Except as otherwise ordered by the Court, the amount of
any fees and expenses incurred by the Disbursing Agent on or after the
Holdings Debtors Consummation Date and the Marvel Debtors Consummation Date
(including, without limitation, taxes) and any compensation and expense
<PAGE>
reimbursement claims (including, without limitation, reasonable fees and
expenses of counsel) made by the Disbursing Agent, shall be paid in Cash by
the Reorganized Debtors.
9.7.3 Exculpation. Each Disbursing Agent, from and after its
appointment, is hereby exculpated by all entities, including, without
limitation, holders of Claims and Equity Interests and other parties in
interest from any and all Causes of Action (including, without limitation,
breach of fiduciary duty) arising out of the discharge by such Disbursing
Agent of the powers and duties conferred upon it hereby or any order of the
Court entered pursuant to or in furtherance hereof, or applicable law, except
solely for actions or omissions arising out of the gross negligence or willful
misconduct of such Disbursing Agent. No holder of a Claim or an Equity
Interest or other party in interest shall have or pursue any Cause of Action
against the Disbursing Agent for making payments in accordance herewith or for
implementing the terms hereof.
SECTION 10
PROCEDURES FOR TREATING DISPUTED
CLAIMS AND EQUITY INTERESTS UNDER THE JOINT PLAN
10.1 Objections to Claims. Only the Reorganized Debtors and the Committee
shall be entitled and shall have standing to object to Claims.
10.2 No Distributions Pending Allowance. Notwithstanding any other provision
hereof, if any portion of a Claim or Equity Interest is Disputed, no payment
or distribution provided hereunder shall be made on account of the portion of
such Claim or Equity Interest that is Disputed unless and until such Disputed
Claim becomes Allowed but the payment or distribution provided hereunder shall
be made on account of the portion of such Claim or Equity Interest that is
Allowed.
10.3 Distributions After Allowance. Payments and distributions to each
holder of a Claim or Equity Interest that is Disputed as of the Holdings
Debtors Consummation Date and the Marvel Debtors Consummation Date, as
applicable, to the extent that such Claim or Equity Interest ultimately
becomes Allowed, shall be made in accordance with the provisions hereof
governing the Class or Subclass of Claims or Equity Interests in which such
Claim or Equity Interest is classified. As soon as practicable after the date
that the order or judgment of the Court allowing any Disputed Claim or Equity
Interest becomes a Final Order, the Disbursing Agent shall distribute to the
holders of such Allowed Claim or Allowed Equity Interest any payment or
property that would have been distributed to such holder if the Claim or
Equity Interest had been allowed on the Holdings Debtors Consummation Date and
the Marvel Debtors Consummation Date, as applicable, without any interest
thereon.
SECTION 11
PROVISIONS GOVERNING EXECUTORY
CONTRACTS AND UNEXPIRED LEASES UNDER THE JOINT PLAN
11.1 General Treatment. The Joint Plan constitutes a motion to assume, as of
the Marvel Debtors Consummation Date, all executory contracts and unexpired
leases to which any of the Marvel Debtors are parties, except for an executory
contract or unexpired lease that (a) has been assumed or rejected pursuant to
Final Order, (b) is specifically rejected on the Rejection Schedule, (c) is
the subject of a separate motion filed under section 365 of the Code or (d) is
otherwise rejected hereunder. The identification of any agreement on the
Rejection Schedule shall not constitute an admission that a Marvel Debtor has
any liability thereunder. The Joint Plan constitutes a motion to reject, as
of the Holdings Debtors Consummation Date, all executory contracts and
unexpired leases to which any of the Holdings Debtors are parties, other than
the Holdings Indenture, the Parent Indenture and the Marvel III Indenture, and
except for an executory contract or unexpired lease that (a) has been assumed
or rejected pursuant to Final Order, (b) is specifically assumed on the
Assumption Schedule, (c) is the subject of a separate motion filed under
<PAGE>
section 365 of the Code or (d) is otherwise assumed hereunder. For purposes
hereof, each executory contract and unexpired lease scheduled in accordance
herewith that relates to the use or occupancy of real property shall include
(a) modifications, amendments, supplements, restatements, or other agreements
made directly or indirectly by any agreement, instrument, or other document
that in any manner affects such executory contract or unexpired lease, without
regard to whether such agreement, instrument or other document is listed on
such schedule and (b) executory contracts or unexpired leases appurtenant to
the premises scheduled in accordance herewith including all easements,
licenses, permits, rights, privileges, immunities, options, rights of first
refusal, powers, uses, usufructs, reciprocal easement agreements, vault,
tunnel or bridge agreements or franchises, and any other interests in real
estate or rights in rem relating to such premises to the extent any of the
foregoing are executory contracts or unexpired leases, unless any of the
foregoing agreements are assumed.
11.2 Bar to Rejection Damage Claims. If the rejection of an executory
contract or unexpired lease by any of the Debtors results in damages to the
any non-Debtor party thereto, a Claim for such damages, if not heretofore
evidenced by a filed proof of Claim, shall be forever barred and shall not be
enforceable against the Debtors, or their respective properties or interests
in property as agents, successors, or assigns, unless a proof of such Claim is
filed with the Court and served upon counsel for the Debtors and the
Proponents on or before thirty (30) days after the earlier of (a) the giving
of notice the rejection to such party and (b) the entry of an order by the
Court authorizing such rejection including the Confirmation Order as to
rejection occurring pursuant to the Plan.
SECTION 12
CONDITIONS PRECEDENT TO
CONFIRMATION DATE AND THE CONSUMMATION DATES
12.1 Conditions Precedent to Confirmation. Confirmation of the Joint Plan is
subject to satisfaction of the following conditions precedent:
12.1.1 Standby Purchase Agreement. The Standby Purchasers shall have
executed and delivered the Standby Purchase Agreement, and the effectiveness
and enforceability of the Standby Purchase Agreement shall be subject only to
its execution and delivery by, or on behalf of, Marvel.
12.1.2 Toy Biz Stockholders Agreement. The "change in control"
provisions of the Toy Biz Stockholders Agreement shall be determined to be
unenforceable pursuant to Final Order or the Toy Biz Stockholders' Agreement
shall be rejected pursuant to section 365 of the Code such that Marvel shall
retain ownership over its "Class B" shares in Toy Biz, Inc. and such that any
Allowed Claims resulting from rejection do not exceed $5 million in the
aggregate.
12.2 Conditions Precedent to Consummation.
12.2.1 Holdings Debtors Consummation Date. The occurrence of the
Holdings Debtors Consummation Date is subject to satisfaction of the following
conditions precedent:
(a) Confirmation Order. The Clerk of the Court shall have entered
the Confirmation Order and such Confirmation Order shall have become
enforceable and not subject to an effective stay;
(b) Authorization. The Confirmation Order shall (i) direct and
authorize Marvel execute and enter into the Standby Purchase Agreement, (ii)
authorize and direct the Proponents to act as the agents for Marvel in
connection with the issuance of the Rights and for purposes of taking all
actions that the Proponents determine are necessary or appropriate in
connection with the implementation of the Rights Offering, and (iii) approve
the materials to be distributed to holders of Marvel Common Stock as of the
Rights Record Date;
<PAGE>
12.2.2 Marvel Debtors Consummation Date. The occurrence of the Marvel
Debtors Consummation Date is subject to satisfaction of the following
conditions precedent:
(a) Confirmation Order. The Clerk of the Court shall have entered
the Confirmation Order and such Confirmation Order shall have become
enforceable and not subject to an effective stay;
(b) Authorizations. The Confirmation Order shall authorize and
direct the Proponents to take all actions for and on behalf of the Marvel
Debtors that the Proponents determine in their sole discretion are necessary
and appropriate to consummate the Joint Plan;
(c) Standby Purchase Agreement. All conditions precedent to the
obligations of the Standby Purchasers and Marvel under the Standby Purchase
Agreement shall have been satisfied or waived in accordance therewith, and the
Standby Purchase Agreement shall be in full force and effect;
(d) Rights Offering. The Expiration Date shall have occurred; and
(e) Execution and Delivery of Documents. All other actions and
documents necessary to implement the terms and provisions hereof shall have
been effected or executed and delivered.
12.3 Waiver of Conditions Precedent. Each of the conditions precedent in
sections 12.1 and 12.2 hereof, other than the conditions in section 12.2.1(a)
and 12.2.2(a) may be waived, in whole or in part, by the Proponents. Any such
waiver may be effected at any time, without notice, without leave or order of
the Court and without any formal action other than proceeding to consummate
the Joint Plan.
SECTION 13
EFFECT OF CONFIRMATION
13.1 General Authority. Until each of the Holdings Debtors Consummation Date
and the Marvel Debtors Consummation Date, the Court shall retain custody and
jurisdiction of each of the Holdings Debtors and the Marvel Debtors,
respectively, its properties and interests in property and its operations. On
each of the Holdings Debtors Consummation Date and the Marvel Debtors
Consummation Date, each of the Holdings Debtors and the Marvel Debtors,
respectively, its properties and interests in property and its operations
shall be released from the custody and jurisdiction of the Court.
13.2 Revesting of Assets. Consistent with sections 1123(a)(5)(A) and 1141 of
the Code, upon the occurrence of each of the Holdings Debtors Consummation
Date and the Marvel Debtors Consummation Date, title to all assets and
property of the estate of each of the Holdings Debtor and the Marvel Debtors,
respectively, including Causes of Action shall pass to and rest in, the
respective Reorganized Debtor free and clear of all Claims, Equity Interests,
liens, charges and other rights of creditors of equity holders arising prior
to the Holdings Debtors Consummation Date and the Marvel Debtors Consummation
Date, respectively, except as otherwise provided in the Joint Plan.
13.3 Retention of Rights of Action. Effective as of the Holdings Debtors
Consummation Date and the Marvel Debtors Consummation Date, as applicable,
each of the Reorganized Debtors shall retain any rights or Causes of Action
accruing to the Debtors, including those arising under sections 545, 547, 548,
549, 550, 551 and 553 of the Code.
13.4 Discharge of Debtors. The treatment of all Claims against, and Equity
Interests in, each of the Debtors hereunder shall be in exchange for and in
complete satisfaction, discharge and release of all Claims against, Equity
Interests in, and Causes of Action against, such Debtor of any nature
whatsoever, known or unknown, including, without limitation, any interest
accrued or expenses incurred thereon from and after the Petition Date, or
against its estate or properties or interests in property. Except as
<PAGE>
otherwise expressly provided herein, on the Holdings Debtors Consummation Date
and the Marvel Debtors Consummation Date, all Claims against, Equity Interests
in, and Causes of Action against, each of the Holdings Debtors and the Marvel
Debtors, respectively, will be satisfied, discharged and released in full
exchange for the consideration provided hereunder. All entities shall be
enjoined and precluded from asserting against any Debtor or Reorganized Debtor
or their respective properties or interests in property, any other Claims
based upon any act or omission, transaction or other activity of any kind or
nature that occurred prior to the Holdings Debtors Consummation Date and the
Marvel Debtors Consummation Date, as applicable.
13.5 Recognition of Guarantee Rights. The classification of and manner of
satisfying all Claims hereunder take into account (a) the existence of
guarantees by certain Debtors of obligations of other Debtors and (b) the fact
that the Debtors may be joint obligors with each other or other entities with
respect to an obligation. All Claims against the Debtors based upon any such
guarantees or joint obligations shall be discharged in the manner provided in
the Joint Plan; provided, that no holder of a Claim shall be entitled to
receive more than a single satisfaction of its Allowed Claim.
13.6 Term of Injunctions or Stays. Unless otherwise provided, all
injunctions or stays provided for in the Cases under sections 105 or 362 of
the Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect, as to the Holdings Debtors, until the
Holdings Debtors Consummation Date, and, as to the Marvel Debtors, the Marvel
Debtors Consummation Date.
13.7 Exculpation. The Proponents, all of their respective members, current
officers, directors, partners, employees, agents, representatives and
professionals therefor and the Reorganized Debtors shall have no liability to
any holder of a Claim or Equity Interest or any other entity for any act or
omission in connection with, or arising out of the Cases, including the
formulation, proposal and pursuit of approval of the Disclosure Statement, the
formulation, proposal and pursuit of confirmation of the Joint Plan, the
consummation of the Joint Plan or the administration of the Joint Plan or the
property to be distributed under the Joint Plan, except for willful misconduct
or gross negligence as finally determined by a Court of competent
jurisdiction, and in all respects, shall be entitled to rely upon the advice
of counsel with respect to their duties and responsibilities under the Joint
Plan and under the Code. The Proponents, their current officers, directors,
employees or agents, and their respective advisors, attorneys and agents shall
have no liability under the Joint Plan to any holder of a Claim or Equity
Interest by virtue of being a proponent of the Joint Plan.
SECTION 14
RETENTION OF JURISDICTION
14.1 Retention of Jurisdiction. The Court shall retain jurisdiction of and,
if the Court exercises its retained jurisdiction, shall have exclusive
jurisdiction of all matters arising out of, and related to, the Cases and the
Joint Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of
the Code and for, among other things, the following purposes:
(a) To hear and determine pending applications for the assumption or
rejection of executory contracts or unexpired leases, if any are pending, and
the allowance of Claims resulting therefrom;
(b) To determine any and all adversary proceedings, applications and
contested matters filed both before and after the Confirmation Date;
(c) To ensure that distributions to holders of Allowed Claims and
Allowed Equity Interests are accomplished as provided herein;
(d) To hear and determine any timely objections to Administration
Expense Claims or to proofs of Claim or Equity Interests filed both before and
after the Confirmation Date, including, without limitation, any objections to
<PAGE>
the classification of any Claim or Equity Interest, and to Allow or disallow
any Claim or Equity Interest that is Disputed in whole or in part;
(e) To enter and implement such orders as may be appropriate if the
Confirmation Order is for any reason stayed, revoked, modified, or vacated;
(f) To issue such orders in aid of execution of the Joint Plan to the
extent authorized by section 1142 of the Code;
(g) To consider any amendments to or modifications of the Joint Plan, to
cure any defect or omission, or reconcile any inconsistency in any order of
the Court, including, without limitation, the Confirmation Order;
(h) To hear and determine all applications for awards of compensation
for services rendered and reimbursement of expenses incurred prior to the
Holdings Debtors Consummation Date and the Marvel Debtors Consummation Date;
(i) To hear and determine disputes arising in connection with the
interpretation, implementation, or enforcement of the Joint Plan;
(j) To hear and determine matters concerning state, local and federal
taxes in accordance with sections 346, 505, and 1146 of the Code;
(k) To hear and determine any other matter consistent with the Code;
(l) To hear and determine all disputes involving the existence, scope
and nature of the discharges granted under the Joint Plan;
(m) To issue injunctions and effect any other actions that may be
necessary or desirable to restrain interference by any entity with the
consummation or implementation of the Joint Plan; and
(n) To enter a final decree closing the Cases.
14.2 Amendment of Joint Plan of Reorganization. Amendments of the Joint Plan
may be proposed in writing by the Proponents at any time before confirmation,
provided that the Joint Plan, as amended, satisfies the conditions of sections
1122 and 1123 of the Code, and the Proponent of the Joint Plan, as amended,
shall have complied with section 1125 of the Code. The Joint Plan may be
amended at any time after confirmation and before substantial consummation,
provided that the Joint Plan, as amended, satisfies the requirements of
sections 1122 and 1123 of the Code and the Court, after notice and a hearing,
confirms the Joint Plan as amended under section 1129 of the Code and the
circumstances warrant such amendments. A holder of a Claim or Equity Interest
that has accepted the Joint Plan shall be deemed to have accepted the Joint
Plan as amended if the proposed amendment does not materially and adversely
change the treatment of the Claim or Equity Interest of such holder.
SECTION 15
MISCELLANEOUS PROVISIONS
15.1 Payment of Statutory Fees. All fees payable under 11 U.S.C. Section
1930 as determined by the Court at the Confirmation Hearing, shall be paid in
Cash on the Marvel Debtors Consummation Date. Any such fees accrued after the
Marvel Debtors Consummation Date will constitute an Allowed Administration
Expense Claim.
15.2 Retiree Benefits. On and after the Marvel Debtors Consummation Date,
pursuant to section 1129(a)(13) of the Code, the Reorganized Debtors shall,
subject to the provisions of section 11 hereof, continue to pay all retiree
benefits (within the meaning of section 1114 of the Code), at the level
established in accordance with subsection (e)(1)(B) or (g) of section 1114 of
the Code, at any time prior to the Confirmation Date, for the duration of the
period each Debtor has obligated itself to provide such benefits.
15.3 Compliance with Tax Requirements. In connection with the consummation
<PAGE>
of the Joint Plan, the Debtors and the Reorganized Debtors shall comply with
all withholding and reporting requirements imposed by any taxing authority,
and all distributions hereunder shall be subject to such withholding and
reporting requirements.
15.4 Preservation of Subordination Rights. All rights of any holder of a
Claim or Equity Interest to seek or obtain subordination of another Claim or
Equity Interest, whether based on equitable, statutory, or contractual
subordination, shall be preserved under the Joint Plan and may be asserted
with respect to any right or distribution to be made under the Joint Plan on
account of a Claim or Equity Interest. Distributions under the Joint Plan
shall be subject to and modified by any order pursuant to which a party in
interest obtains a Final Order directing distributions on the basis of a right
of subordination.
15.5 Compliance with all Applicable Laws. The Debtors, the Proponents and, to
the extent applicable, the Reorganized Debtors, shall take whatever actions as
may be required to comply with all applicable laws, rules, regulations, and
valid orders of any governmental authority in connection with the consummation
and implementation of the Joint Plan and the transactions contemplated
thereby.
15.6 Severability of Joint Plan Provisions. If, prior to the Confirmation
Date, any term or provision of the Joint Plan is held by the Court to be
invalid, void or unenforceable, the Court shall, with the consent of the
Proponents, have the power to alter and to interpret such term or provision to
make it valid or enforceable to the maximum extent practicable, consistent
with the original purpose of the term or provision held to be invalid, void or
unenforceable, and such term or provision shall then be applicable as altered
or interpreted. Notwithstanding any such holding, alteration or
interpretation, the remainder of the terms and provisions hereof shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated by such holding, alteration or interpretation. The Confirmation
Order shall constitute a judicial determination of the validity and
enforceability of each provision of the Joint Plan and shall provide that each
term and provision hereof, as it may have been altered or interpreted in
accordance with the foregoing, is valid and enforceable pursuant to its terms.
15.7 Revocation of Joint Plan. The Proponents reserve the right to revoke
and withdraw the Joint Plan as to any or all Debtors at any time prior to
entry of the Confirmation Order. If the Joint Plan is so revoked or withdrawn
as to any or all Debtors, then the Joint Plan shall be deemed null and void as
it relates to each such Debtor.
15.8 Plan Binding on All Entities. Upon confirmation, the Joint Plan shall
be binding upon and inure to the benefit of the Debtors and their respective
successors and assigns, and the holders of Claims and Equity Interests and
their respective successors and assigns whether or not such holders voted to
accept the Plan.
15.9 Section 1146 Exemption. Pursuant to section 1146(c) of the Code, the
issuance, transfer or exchange of any security under the Joint Plan, or the
execution, delivery or recording of an instrument transfer pursuant to, in
implementation of or as contemplates by the Joint Plan, or the revesting,
transfer or sale of any real property of the Debtors pursuant to, in
implementation of or as contemplated by the Joint Plan shall not be taxed
under any state or local law imposing a stamp tax, transfer tax, or similar
tax or fee. Consistent with the foregoing, each recorder of deeds or similar
official for any county, city or governmental unit in which any instrument
hereunder is to be recordable shall, pursuant to the Confirmation Order, be
ordered and directed to accept such instrument, without requiring the payment
of any documentary stamp tax, deed stamps, stamp tax, intangible tax or
similar tax.
15.10 Filing of Additional Documents. On or before the Holdings Debtors
Consummation Date and the Marvel Debtors Consummation Date, as applicable, the
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Proponents shall file with the Court such agreements and other documents as
may be necessary or appropriate to effectuate and to evidence further the
terms and conditions of the Joint Plan.
15.11 Joint Plan Controls. To the extent the Joint Plan is inconsistent with
the Disclosure Statement or any other document, agreement, pleading or
understanding, the provisions of the Joint Plan shall be controlling.
15.12 Notices. All notices, requests, and demands to or upon the Proponents
to be effective shall be in writing (including by facsimile transmission) and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when actually delivered or, in the case of notice by facsimile
transmission, when received and telephonically confirmed, addressed as
follows:
High River Limited Partnership
c/o Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
Attn: Carl C. Icahn
Tel: (212) 702-4300
Fax: (212) 750-5807
Westgate International, L.P.
712 Fifth Avenue -- 36th Floor
New York, New York 10019
Attn: Vincent Intrieri
Tel: (212) 506-2999
Fax: (212) 974-2092
Kasowitz, Benson, Torres & Friedman, LLP
1301 Avenue of the Americas
New York, New York 10019
Attn: David M. Friedman, Esq.
Tel: (212) 506-1700
Fax: (212) 506-1800
Bayard Handelman & Murdoch, P.A.
902 Market Street, 13th Floor
P.O. Box 25130
Wilmington, Delaware 19899
Attn: Neil B. Glassman, Esq.
Tel: (302) 655-5000
Fax: (302) 658-6395
15.13 Governing Law. Except to the extent that the Code or other federal law
is applicable, the rights, duties and obligations arising under the Joint Plan
shall be governed by, and construed and enforced in accordance with, the laws
of the State of New York.
Respectfully submitted,
MARVEL HOLDINGS INC.
By: /s/ Carl Icahn
_______________________________
Its: President
___________________________
THE OFFICIAL BONDHOLDERS COMMITTEE
OF MARVEL HOLDINGS INC., MARVEL
(PARENT) HOLDINGS INC. AND MARVEL
III HOLDINGS INC.
<PAGE>
By: Westgate International, L.P.
______________________________
Its: Chairman
___________________________
By: /s/ Vincent Intrieri
___________________________
Its: Vice President
_________________________
Signature Page - Entertainment Joint Plan
