MARVEL ENTERTAINMENT GROUP INC
NT 10-K/A, 1997-04-30
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM 12B-25

                        Commission File Number 1-10779
                          NOTIFICATION OF LATE FILING

(Check One):   [x]  Form 10-K   [ ] Form 11-K   [ ] Form 20-F   [ ] Form 10-Q
               [ ]Form N-SAR
     For Period Ended:    December 31, 1996

[ ] Transition Report on Form 10-K          [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
     For the Transition Period Ended: _________________________________
     Read attached instruction sheet before preparing form.  
     Please print or type.

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the item (s) to which the notification relates:     Part III 
                                                          (Items 10 to 13)
                                                        -----------------------
PART I
REGISTRANT INFORMATION

Full name of registrant    Marvel Entertainment Group, Inc.
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Former name if applicable

- -------------------------------------------------------------------------------
Address of principal executive office (Street and number)
                  387 Park Avenue South
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City, state and zip code
                  New York, NY 10016
- -------------------------------------------------------------------------------


PART II
RULE 12b-25 (b) and (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check appropriate box.)

[ ]    (a) The reasons described in reasonable detail in Part III of this form
           could not be eliminated without unreasonable effort or expense;

[x]    (b) The subject annual report, semi-annual report, transition report on
           Form 10-K, 20-F, 11-K or Form N- SAR, or portion thereof will be
           filed on or before the 15th calendar day following the prescribed
           due date; or the subject quarterly report or transition report on
           Form 10-Q, or portion thereof will be filed on or before the fifth
           calendar day following the prescribed due date; and

[ ]    (c) The accountant's statement or other exhibit required by Rule 12b-25
           (c) has been attached if applicable.


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PART III
NARRATIVE

       State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period . (Attach extra sheets if needed.)

     As a result of its Chapter 11 filing on December 27, 1996 and the
significant litigation that has arisen therefrom, the Registrant has been
unable to timely complete Part III (Items 10 to 13) of its Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 without unreasonable
effort and expense. The Registrant is in the process of completing Part III
(Items 10 to 13) of its Annual Report on Form 10-K and expects to file the
same within the prescribed extension period.

PART IV
OTHER INFORMATION

       (1)  Name and telephone number of person to contact in regard to this 
notification

   Paul E. Shapiro                   212               696-0808
- -------------------------------------------------------------------------------
      (Name)                     (Area Code)       (Telephone Number)

       (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report (s) been filed? If the answer is
no, identify report (s).
                                      [x] Yes [ ]No

       (3) It is anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                      [ ]Yes   [x] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

Marvel Entertainment Group, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date   April 30, 1997       By  /s/   Paul E. Shapiro
    -------------------         ----------------------
                                Executive Vice President, General Counsel
                                and Chief Administrative Officer

     Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).


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GENERAL INSTRUCTIONS

     1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

     2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the form will be made a matter of the public record in the Commission
files.

     3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.

     4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

     5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13 (b) of Regulation S-T.



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