SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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.
Vincent J. Intrieri
c/o Icahn Associates Corp.
767 Fifth Ave., 47th Floor, New York, NY 10153
Tel: (212) 702-4300, Fax: (212) 750-5828
(Name, Address and Telephone Number of Person
Authorized to receive Communications)
<PAGE>
Copy to:
John M. Reiss
White & Case
1155 Avenue of the Americas
New York, NY 10036
(212) 354-8113
June 20, 1997
________________________________________________________
(Date of Event which Requires Filing of this Statement)
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 8 Pages
Exhibit Index appears on Page 8
<PAGE>
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 OR 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
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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
This statement amends and restates the Schedule 13D, relating to the
common stock, par value $.01 per share, 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 on April 25, 1997 by Marvel Holdings, as amended by Amendment No. 6
filed with the Commission on April 29, 1997 by Marvel Holdings, as amended by
Amendment No. 7 filed with the Commission on May 1, 1997 by Marvel Holdings,
<PAGE>
as amended by Amendment No. 8 filed with the Commission on May 9, 1997 by
Marvel Holdings, and as amended by Amendment No. 9 filed with the Commission
on May 15, 1997 by Marvel Holdings.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
As described in Amendment No. 9 to this Schedule 13D, on May 14, 1997,
the United States District Court for the District of Delaware (the "District
Court") entered its Order Denying Appellees' Motions to Dismiss Appeal and
Vacating Bankruptcy Court's March 24, 1997 Order (the "Vacation Order").
Pursuant to the Vacation Order, the District Court vacated the March 24, 1997
Order (the "Stay Order") entered by the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). Pursuant to the Stay Order,
the Bankruptcy Court had determined that the automatic stay in the chapter 11
case as to Marvel Entertainment Group, Inc. ("Marvel") prevented Marvel
Holdings from exercising its voting rights with respect to the shares of
Marvel common stock owned by Marvel Holdings to remove and replace Marvel's
Board of Directors. In the Vacation Order, the District Court determined that
the Bankruptcy Court erred and held that the automatic stay in Marvel's
chapter 11 case did not apply to the efforts of Marvel's stockholders to vote
their shares. Pursuant to the Vacation Order, the Bankruptcy Court's Stay
Order was to be vacated effective as of noon on Friday, May 23, 1997.
The Stay Order did not prevent the holders of certain notes issued by
Marvel Parent from exercising voting power over the shares of Marvel Holdings'
common stock pledged as collateral to secure such notes for the purpose of
removing and replacing the Board of Directors of Marvel Holdings. As
previously disclosed, such board was removed and replaced on April 24, 1997.
On May 22, 1997, the District Court heard arguments with respect to
motions of Marvel and its bank lenders for a stay of the District Court's
Vacation Order pending appeal of the Bankruptcy Court's prior order lifting
the automatic stay in the chapter 11 cases of Marvel Holdings Inc., et al.
After hearing argument, the District Court delayed the effective date of the
Vacation Order until it issued a ruling on the motions.
On June 11, 1997, the District Court denied the motions of Marvel and its
bank lenders for a stay pending appeal of the Stay Order and ordered that the
Vacation Order become effective as of 5:00 p.m. (New York time) June 20, 1997
(the "Denial Order"). Subsequent efforts by Marvel and its bank lenders to
extend the effective date of the Vacation Order or to otherwise enjoin Marvel
Holdings from acting to remove and replace the Marvel Board of Directors were
unsuccessful and the Vacation Order became effective on June 20, 1997 at 5:00
p.m. (New York time).
As permitted by the Denial Order and Vacation Order, Marvel Holdings,
acting as a holder of a majority of Marvel's common stock, took the following
actions by written consent effective as of 5:01 p.m. (New York time) on June
20, 1997:
(1) Removed each and every then current Director of Marvel;
(2) Amended and modified Marvel's By-laws to provide that the Marvel
Board of Directors shall be composed of nine persons or such other
number of persons as may thereafter be fixed by the Board of
Directors of Marvel;
(3) Elected the following persons to serve as members of the Marvel
Board of Directors:
Mr. Carl C. Icahn Mr. Robert Mitchell
Mr. Harold First Mr. Jouko T. Tamminen
Mr. Charles K. MacDonald Mr. Vincent J. Intrieri
Mr. Glen Adams Mr. Michael J. Koblitz
Mr. J. Winston Fowlkes, III
<PAGE>
Prior to the change in control of the Marvel Board of Directors, on June
13, 1997, Marvel Holdings and the Official Bondholders Committee (the
"Committee") appointed in Marvel Holdings' chapter 11 case (the "Holdings
Case") filed their proposed First Amended Joint Chapter 11 Plan of
Reorganization (the "First Amended Plan") in the Holdings Case, which made
certain amendments to the proposed plan of reorganization previously filed by
the Committee on April 29, 1997. A copy of the First Amended Plan is attached
hereto as Exhibit 10 and incorporated by reference herein.
The First Amended Plan provides proposed treatment of all claims against
and equity interests in (a) Marvel Holdings and its two parent holding
companies that are chapter 11 debtors in cases that are jointly administered
with the Holdings Case (collectively, the "Holdings Debtors"), and (b) Marvel
Holdings' subsidiary, Marvel and its direct and indirect subsidiaries that are
chapter 11 debtors in cases that are jointly administered with Marvel's
chapter 11 case (collectively, the "Marvel Debtors").
With respect to the Holdings Debtors, the First Amended Plan proposes an
orderly liquidation of such companies' assets and the distribution of such
assets or their proceeds to the creditors of the Holdings Debtors in the order
contemplated by the Bankruptcy Code. The 48,000,000 shares of Marvel Common
Stock held by Marvel Holdings as collateral for the face amount $517,447,000
in Series B Senior Secured Discount Notes due 1998 (the "Holdings Notes")
would be distributed on a pro rata basis to the holders of the Holdings Notes;
the 20,000,000 shares of Marvel Common Stock held by Marvel Parent as
collateral for the face amount $251,678,000 in Senior Secured Discount Notes
due 1998 (the "Parent Notes") would be distributed on a pro rata basis to the
holders of the Parent Notes; and, the 9,302,326 shares of Marvel Common Stock
held by Marvel III Holdings, Inc. ("Marvel III") as collateral for face amount
$125,000,000 in Senior B Senior Secured Discount Notes due 1998 (the "Marvel
III Notes") would be distributed on a pro rata basis to the holders of Marvel
III Notes. In addition, the 2,932,167 shares of Marvel Common Stock held by
Marvel Holdings that are unencumbered would also be distributed on a pro rata
basis to the holders of the Holdings Notes. The remaining assets of the
Holdings Debtors, if any, and the stock evidencing a 100% ownership interest
in each of them would be transferred to liquidating trusts for the benefit of
creditors.
As a result of the foregoing transactions under the First Amended Plan
with respect to the Holdings Debtors, the holders of the Holdings Notes, the
Parent Notes, and the Marvel III Notes (collectively, the "Noteholders") would
receive shares of Marvel Common Stock equivalent to approximately 78.6% of the
issued and outstanding shares of Marvel Common Stock, prior to the issuance of
the shares under the Rights Offering (as defined below).
With respect to Marvel and the Marvel Debtors, the First Amended Plan
provides for the satisfaction in full of all claims, the replacement of all
equity interests evidenced by Marvel Common Stock with 1/2 share of New Marvel
common stock ("New Common Stock") in exchange for each existing share of
Marvel Common Stock, and the recapitalization of Marvel with the proceeds of a
$365,000,000 rights offering to the holders of all shares of Marvel Common
Stock to purchase 196,492,638 additional shares of New Common Stock,
representing approximately 77.2% of all such shares (the "Rights Offering").
Under the First Amended Plan, High River Limited Partnership ("High River"),
Westgate International L.P. ("Westgate"), and United Equities (Commodities)
Company ("United"), all of whom are members of the Committee, will act as
standby purchasers with respect to the Rights Offering in order to ensure that
the entire $365,000,000 is raised by Marvel, for which they will receive an
aggregate of 2.8% of the fully diluted New Common Stock. The subscription
price for shares under the Rights Offering will be $1.857576 per share of
Marvel Common Stock less $0.005089 for each $1,000,000 of discount in the
retirement of Bank Debt (as defined below) acquired by certain members of the
Committee. The proceeds of the Rights Offering will be used to retire
Marvel's $100,000,000 debtor-in-possession credit facility, to facilitate the
payment in full of certain claims, and to satisfy Marvel's working capital
needs.
<PAGE>
Marvel's pre-petition secured bank debt (the "Bank Debt") is to be
satisfied in full under the First Amended Plan by (a) the distribution of the
businesses of Fleer/Skybox and Panini S.p.A. to the holders of the Bank Debt
in exchange for a credit of $385,000,000 against the amount of the Bank Debt,
and (b) the issuance of a secured 7-year promissory note in an amount
equivalent to the balance of the Bank Debt.
In addition, Marvel Holdings intends to review on a continuing basis its
investment in Marvel and may consider to advance any option available to it
including those actions set forth in clauses (a) through (j) of Item 4 of
Schedule 13D.
Except as set forth above and in Amendment Nos. 5, 6, 7, 8 and 9 to
Marvel Holdings' Schedule 13D, Marvel Holdings has no plans or proposals that
relate to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. Description
9 Press Release dated June 20, 1997; and
10 First Amended Joint Chapter 11 Plan of
Reorganization filed on June 13, 1997 by
Marvel Holdings and the Committee.
<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 June 24, 1997
MARVEL HOLDINGS INC.
By: /s/ Vincent J. Intrieri
-----------------------
Name: Vincent J. Intrieri
Title: Secretary and Treasurer
Signature page for Schedule 13D, Amendment No. 10, regarding the June 20, 1997
change in control of Marvel.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
9 Press Release dated June 20, 1997; and
10 First Amended Joint Chapter 11 Plan of
Reorganization filed on June 13, 1997 by
Marvel Holdings and the Committee.
<PAGE>
FOR IMMEDIATE RELEASE
Contact: George Sard/Paul Caminiti
Sard Verbinnen & Co
212/687-8080
MARVEL BONDHOLDERS REPLACE BOARDS OF DIRECTORS
OF BOTH MARVEL ENTERTAINMENT AND TOYBIZ
Carl Icahn Elected Chairman of Marvel Entertainment;
Former Marvel Executive Joseph Calamari Named
Interim President of Marvel
----------------------------------------------------
NEW YORK, JUNE 20, 1997 -- The Board of Directors of Marvel Holdings,
Inc., which was previously elected by the Marvel Bondholders' Committee,
announced today that it has voted its majority of Marvel Entertainment
Group, Inc.'s (NYSE: MRV) equity to elect a new Board of Directors for
Marvel Entertainment. The new Marvel Board consists of nine members, seven
selected by the Marvel Bondholders Committee and two selected by Marvel's
Committee of Equity Security Holders (the "Equity Committee").
The new Marvel Entertainment Board has named Joseph Calamari, former
Executive Vice President and owner of Marvel Entertainment, as interim
President of Marvel Entertainment. Calamari will head a transition team
that will begin immediately to address Marvel's problems and work to
restore the Company to profitability.
"This is a great day for Marvel Entertainment and those of us who want
to help this once-great company emerge from Chapter 11 and make the most of
its superb characters and still-strong franchise for the benefit of
Marvel's owners, customers and employees," said Carl C. Icahn who has been
elected Chairman of the Board of Marvel Entertainment. "It has been a
long, complex battle, but the bondholders have now been vindicated. The
new Board is committed to restoring Marvel to financial and operational
health and Joseph Calamari's experience and knowledge of Marvel's
businesses will help us get the company back on track and position it to
pursue a growth strategy."
In addition to Icahn, other new Marvel directors are Harold First, a
specialist in entertainment accounting; Robert Mitchel, treasurer of ACF
Industries, Inc.; Jouko T. Tamminen, Vice President of Icahn Associates; J.
Winston Fowlkes III, co-founder of Voyager Communications, a publisher of
Action Adventure Comics and a former Vice President of Time Warner
Communications; Vincent J. Intrieri, Portfolio Manager at Stonington
Management Corporation; Charles K. MacDonald, a private investor who is a
director of LIVE Entertainment Inc., a movie production company; Glen
Adams, a Director of Zale Corporation and U.S. Home Corporation, and
Michael J. Koblitz, a Managing Director at Gruntal & Co. Incorporated.
Adams and Koblitz were selected by the Equity Committee.
In addition, the new Marvel Board of Directors has exercised its right
to replace the eight Marvel directors on the 11-member Board of Directors
of Toy Biz, Inc. (NYSE: TBZ). All of the nine new directors of Marvel
other than Mr. Koblitz have also been elected directors of Toy Biz. The
new Board will immediately conduct a review of Toy Biz strategy and
operations.
<PAGE>
The Bondholders Committee reorganization plan is pending before the
U.S. Bankruptcy Court for the District of Delaware. A disclosure statement
hearing on the plan is scheduled for July 17. Pursuant to the Bondholders'
plan, High River Limited Partnership, an entity owned by Carl Icahn,
Westgate International L.P.; United Equities Commodities Company and other
members of the Bondholders Committee will guarantee a $365 million rights
offering through a standby purchase agreement to recapitalize the Company
and to retire certain debt. The rights offering will be available to all
Marvel shareholders on a pro-rata basis, subject to confirmation by the
Delaware Bankruptcy Court of an acceptable reorganization plan.
The members of the Bondholders' Committee include High River Limited
Partnership (Chairman), Westgate International, L.P. (Vice-Chairman),
United Equities Commodities Company, Jeff Schultz Investments, Whereco,
Inc. and M3, LLC. The Bondholders' Committee has retained Jefferies & Co.
Inc. as their financial advisors.
# # #
<PAGE>
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-----------------------------------X
:
In re :
: Chapter 11 Case Nos.
Marvel Holdings Inc., et al. : 96-2066 through 90-2068(HSB)
: (Jointly Administered)
Debtors. :
:
-----------------------------------X
:
In re :
: Chapter 11 Case Nos.
Marvel Entertainment Group, : 92-2069 through 96-2077(HSB)
Inc., et al., : (Jointly Administered)
:
Debtors. :
:
-----------------------------------X
FIRST AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION
Dated: Wilmington, Delaware
June 13, 1997
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . 1
A. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1
B. Interpretation; Application of Definitions and Rules of
Construction . . . . . . . . . . . . . . . . . . . . . . . . 13
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. . . . . . . . . . 14
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. . . . . . . . . . . . 16
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. . . . . . . . . . . . . . . . . . . . . 21
6.3 Effect of Acceptance. . . . . . . . . . . . . . . . . . . . . 21
6.4 Nonconsensual Confirmation. . . . . . . . . . . . . . . . . . 21
SECTION 7 PROVISIONS OF SECURITIES ISSUED UNDER THE JOINT PLAN . . . . 21
7.1 New Common Stock. . . . . . . . . . . . . . . . . . . . . . . 21
7.2 Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.3 New Senior Secured Notes. . . . . . . . . . . . . . . . . . . 23
7.4 Plan Secured Notes. . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8 MEANS OF IMPLEMENTATION . . . . . . . . . . . . . . . . . . . 24
8.1 Closing of Standby Purchase Agreement; Rights Offering. . . . 24
8.2 Retention of Derivative Securities Litigation Claims . . . . 25
8.3 Holdings Debtors Liquidation Trusts. . . . . . . . . . . . . 25
8.4 Distribution of the Distributed Collateral. . . . . . . . . . 26
8.5 Board of Directors of the Reorganized Marvel Debtors. . . . . 26
8.6 Officers of the Reorganized Marvel Debtors . . . . . . . . . 26
8.7 Change of Corporate Name . . . . . . . . . . . . . . . . . . 26
8.8 Effectuating Documents. . . . . . . . . . . . . . . . . . . . 26
8.9 The Reorganized Marvel Debtors Charters and By-Laws. . . . . 27
SECTION 9 PROVISIONS GOVERNING DISTRIBUTIONS . . . . . . . . . . . . . 27
9.1 Date of Distributions . . . . . . . . . . . . . . . . . . . . 27
9.2 Entities to Exercise Function of Disbursing Agent . . . . . . 27
9.3 Surrender and Cancellation of Instruments . . . . . . . . . . 27
9.4 Special Distribution Provisions Regarding Allowed Note
Claims; Fees and Costs of the Indenture Trustee . . . . . . . 28
9.5 Delivery of Distributions . . . . . . . . . . . . . . . . . . 28
<PAGE>
9.6 Manner of Payment Under Joint Plan of Reorganization . . . . 29
9.7 Secondary Distributions . . . . . . . . . . . . . . . . . . . 29
9.8 Rights And Powers Of Disbursing Agent . . . . . . . . . . . . 29
SECTION 10 PROCEDURES FOR TREATING DISPUTED CLAIMS AND EQUITY
INTERESTS UNDER THE JOINT PLAN . . . . . . . . . . . . . . . . . . 30
10.1 Objections to Claims . . . . . . . . . . . . . . . . . . . . 30
10.2 No Distributions Pending Allowance . . . . . . . . . . . . . 30
10.3 Distributions After Allowance . . . . . . . . . . . . . . . 30
SECTION 11 PROVISIONS GOVERNING EXECUTORY CONTRACTS AND UNEXPIRED
LEASES UNDER THE JOINT PLAN . . . . . . . . . . . . . . . . . . . 30
11.1 General Treatment . . . . . . . . . . . . . . . . . . . . . 30
11.2 Bar to Rejection Damage Claims . . . . . . . . . . . . . . . 31
SECTION 12 CONDITIONS PRECEDENT TO CONFIRMATION DATE AND THE
CONSUMMATION DATES . . . . . . . . . . . . . . . . . . . . . . . . 31
12.1 Conditions Precedent to Confirmation . . . . . . . . . . . . 31
12.2 Conditions Precedent to Consummation. . . . . . . . . . . . 32
12.3 Waiver of Conditions Precedent. . . . . . . . . . . . . . . 33
SECTION 13 EFFECT OF CONFIRMATION . . . . . . . . . . . . . . . . . . 33
13.1 General Authority . . . . . . . . . . . . . . . . . . . . . 33
13.2 Revesting of Assets. . . . . . . . . . . . . . . . . . . . . 33
13.3 Retention of Rights of Action . . . . . . . . . . . . . . . 34
13.4 Discharge of Debtors. . . . . . . . . . . . . . . . . . . . 34
13.5 Recognition of Guarantee Rights . . . . . . . . . . . . . . 34
13.6 Term of Injunctions or Stays . . . . . . . . . . . . . . . . 34
13.7 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 14 RETENTION OF JURISDICTION . . . . . . . . . . . . . . . . . 35
14.1 Retention of Jurisdiction. . . . . . . . . . . . . . . . . . 35
14.2 Amendment of Joint Plan of Reorganization . . . . . . . . . 36
SECTION 15 MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . 37
15.1 Payment of Statutory Fees . . . . . . . . . . . . . . . . . 37
15.2 Retiree Benefits . . . . . . . . . . . . . . . . . . . . . . 37
15.3 Compliance with Tax Requirements . . . . . . . . . . . . . . 37
15.4 Preservation of Subordination Rights . . . . . . . . . . . . 37
15.5 Compliance with all Applicable Laws. . . . . . . . . . . . . 37
15.6 Severability of Joint Plan Provisions. . . . . . . . . . . . 38
15.7 Revocation of Joint Plan. . . . . . . . . . . . . . . . . . 38
15.8 Plan Binding on All Entities. . . . . . . . . . . . . . . . 38
15.9 Section 1146 Exemption. . . . . . . . . . . . . . . . . . . 38
15.10 Filing of Additional Documents. . . . . . . . . . . . . . . 38
15.11 Joint Plan Controls. . . . . . . . . . . . . . . . . . . . . 39
15.12 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
15.13 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 41
<PAGE>
FIRST AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION
Marvel Holdings Inc. and The Official Bondholders Committee of Marvel
Holdings Inc., Marvel (Parent) Holdings Inc. and Marvel III Holdings Inc.
propose the following First Amended Joint Chapter 11 Plan of Reorganization
for Marvel Holdings Inc., 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.:
SECTION 1
DEFINITIONS AND INTERPRETATION
A. Definitions. The following terms used in the Joint Plan shall have
the respective meanings defined below:
1.1 "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, indebtedness or obliga-
tions incurred or assumed by each of the Debtors in connection with the
conduct of its business on or after the Petition Date (including, without
limitation, the obligations under the DIP Credit Facility), 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.
1.2 "Administration Expense Claims Bar Date" means the date to be
established by the Court as the last date for the filing of Administration
Expense Claims, other than applications for professional compensation, as
contemplated by Section 4.2 of the Joint Plan.
1.3 "Administrative Agent" means The Chase Manhattan Bank, as
administrative agent under the Existing Credit Agreements.
1.4 "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.
1.5 "Allowed" means, with reference to any Equity Interest and with
reference to any Claim other than a Senior Secured Claim, (a) any Claim
against or Equity Interest in 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.
1.6 "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.
1.7 "Amended Marvel Charter" means the Certificate of Incorporation
For Marvel, as amended and restated pursuant to the Joint Plan. The
<PAGE>
Amended Marvel Charter shall be in substantially the form filed with the
Court as a Plan Document.
1.8 "Assumption 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 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.
<PAGE>
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.
1.24 "Debtors" means the Marvel Debtors and the Holdings Debtors.
1.25 "DIP Credit Facility" means the Revolving Credit and Guaranty
Agreement, dated December 27, 1996, between Marvel as borrower, the other
Marvel Debtors as guarantors, and the Administrative Agent on its own
behalf and on behalf of a syndicate of financial institutions to be
arranged by the Administrative Agent, as lenders, as amended and approved
by order of the Court dated January 24, 1997 and pursuant to which Marvel
may make postpetition borrowings and receive other financial accommodations
in an amount up to $100 million.
1.26 "Derivative Securities Litigation Claim" means any unliquidated
Claim being or admitting of being prosecuted derivatively on behalf of a
Debtor.
1.27 "Disbursing Agent" means any entity in its capacity as a
disbursing agent under section 9 hereof.
1.28 "Disclosure Statement" means the First Amended Disclosure
Statement Relating to First Amended Joint Chapter 11 Plan of
Reorganization, including all exhibits and schedules thereto, in the form
approved by the Court.
1.29 "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.
1.30 "Distributed Collateral" means the stock of Panini S.p.A. and
Fleer Corp., wholly-owned subsidiaries of Marvel; provided, 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."
1.31 "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.
1.32 "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.
1.33 "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.
1.34 "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
<PAGE>
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 insti-
tution 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 and (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.
1.35 "Expiration Date" means, in connection with the Rights Offering,
5:00 p.m., New York City time on the first Business Day after the passage
of thirty (30) days after the Rights Record Date, unless extended by the
Proponents.
1.36 "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, 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.
1.37 "Holdings" means Marvel Holdings Inc., a Delaware corporation,
and the debtor in Chapter 11 Case No. 96-2066 (HSB).
1.38 "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, or as soon as practicable thereafter.
1.39 "Holdings Debtor" means each of Holdings, Parent and Marvel III,
the debtors in Chapter 11 Case Nos. 96-2066 (HSB) through 96-2068 (HSB),
respectively.
1.40 "Holdings Indenture" means the trust indenture dated as of April
15, 1993, between Holdings, as issuer, and Nations Bank of Georgia, N.A.,
as indenture trustee, pursuant to which Holdings issued $517,447,000 in
Series B Senior Secured Discount Notes due 1998.
<PAGE>
1.41 "Holdings Liquidation Trust" means the liquidating trust
established by Holdings pursuant to the Joint Plan and the applicable
Liquidation Trust Agreement.
1.42 "Holdings Liquidation Trust Assets" means all of the assets and
property (other than Marvel Equity Interests), including, without
limitation, all Causes of Action, of Holdings.
1.43 "Indenture Trustee" means LaSalle National Bank, not in its
individual capacity, but solely as successor indenture trustee under each
of the Holdings Indenture, the Parent Indenture and the Marvel III
Indenture.
1.44 "Intercompany Claim" means any Claim against a Marvel Debtor held
by a Marvel Debtor.
1.45 "Joint Plan" means this First Amended Joint Chapter 11 Plan of
Reorganization, including the exhibits and schedules hereto, as the same
may be amended or modified from time to time in accordance with the terms
hereof.
1.46 "Lien" means any charge against or interest in property to secure
payment of a debt or performance of an obligation.
1.47 "Liquidation Trusts" means the Holdings Liquidation Trust, the
Parent Liquidation Trust and the Marvel III Liquidation Trust.
1.48 "Liquidation Trust Agreements" means the agreements and
instruments 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 filed with the Court as Plan Documents.
1.49 "Liquidation Trust Assets" means the Holdings Liquidation Trust
Assets, the Parent Liquidation Trust Assets and the Marvel III Liquidation
Trust Assets.
1.50 "Liquidation Trustee" means the person(s) or entity(ies)
appointed in accordance with each Liquidation Trust Agreement to administer
each respective Liquidation Trust.
1.51 "Marvel" means Marvel Entertainment Group, Inc., a Delaware
corporation.
1.52 "Marvel Common Stock" means the 101,809,657 shares of common
stock of Marvel that were issued and outstanding as of the Petition Date.
1.53 "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.
1.54 "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, or as soon as practicable thereafter.
1.55 "Marvel Equity Interests" means the Equity Interests in Marvel
evidenced by the Marvel Common Stock.
1.56 "Marvel III" means Marvel III Holdings, Inc., a Delaware
corporation and the debtor in Chapter 11 Case No. 96-2067 (HSB).
<PAGE>
1.57 "Marvel III Indenture" means the trust indenture dated as of
February 15, 1994, between Marvel III, as issuer, and Nations Bank of
Georgia, N.A., as indenture trustee, pursuant to which Marvel III issued
$125,000,000 in 9-1/8% Series B Senior Secured Discount Notes due 1998.
1.58 "Marvel III Liquidation Trust" means the liquidating trust
established by Marvel III pursuant to the Joint Plan and the applicable
Liquidation Trust Agreement.
1.59 "Marvel III Liquidation Trust Assets" means all of the assets and
property, including, without limitation, all Causes of Action, of Marvel
III.
1.60 "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.
1.61 "New Common Stock" means the 500 million shares of authorized
common stock, par value $0.01 per share, of Reorganized Marvel, of which,
as of the Marvel Debtors Consummation Date, shall include the Replacement
Shares (50,904,828 shares), the Rights Offering Shares (196,492,638
shares), and the Put Premium (7,126,676 shares); all of the foregoing New
Common Stock shall be authorized under the Joint Plan, the Confirmation
Order, and the Amended Marvel Charter.
1.62 "New Senior Secured Notes" means the notes to be issued by
Reorganized Marvel to holders of Allowed Senior Secured Claims. The terms
of the New Senior Secured Notes shall be as set forth in section 7.3 of the
Joint Plan and shall be in substantially the form to be filed with the
Court as a Plan Document.
1.63 "Note Claims" means Secured Note Claims and Unsecured Note
Claims.
1.64 "Other Secured Claims" means any Secured Claim not constituting a
Senior Secured Claim or a Secured Note Claim.
1.65 "Parent" means Marvel (Parent) Holdings, Inc., a Delaware
corporation, and the debtor in Chapter 11 Case No. 96-2068 (HSB).
1.66 "Parent Indenture" means the trust indenture dated as of October
1, 1993, between Parent, as issuer, and Nations Bank of Georgia, N.A., as
indenture trustee, pursuant to which Parent issued $251,678,000 in Senior
Secured Discount Notes due 1998.
1.67 "Parent Liquidation Trust" means the liquidating trust
established by Parent pursuant to the Joint Plan and the applicable
Liquidation Trust Agreement.
1.68 "Parent Liquidation Trust Assets" means all of the assets and
property (other than Marvel Equity Interests), including, without
limitation, all Causes of Action, of Parent.
1.69 "Petition Date" means December 27, 1996.
1.70 "Plan Documents" means the material documents, instruments and
agreements that implement the transactions contemplated by the Joint Plan
which shall be in substantially the form filed with the Court prior to the
commencement of the Confirmation Hearing.
1.71 "Plan Secured Note" means a note issued under the Joint Plan by
the applicable Reorganized Debtor to a holder of an Allowed Other Secured
<PAGE>
Claim. The terms of the Plan Secured Notes shall be as set forth in
section 7.4 of the Joint Plan and shall be in substantially the form filed
with the Court as a Plan Document.
1.72 "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.
1.73 "Priority Tax Claim" means any Claim of the kind specified in
section 507(a)(8) of the Code.
1.74 "Proponents" means the Committee and Holdings.
1.75 "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
all Allowed Claims or Equity Interests of the same Class or Subclass, as
fixed by Final Order or as estimated by the Disbursing Agent.
1.76 "Put Premium" means 7,126,676 shares of New Common Stock to be
issued by Reorganized Marvel to the Standby Purchasers in exchange for the
performance of their obligations under the Standby Purchase Agreements,
which shares shall represent 2.8% of the issued and outstanding shares of
Reorganized Marvel as of the Marvel Debtors Consummation Date.
1.77 "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.
1.78 "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.
1.79 "Replacement Shares" means the 50,904,828 shares of New Common
Stock to be issued together with the Rights by Reorganized Marvel in
exchange for the Marvel Common Stock. The Replacement Shares shall
represent 20% of the issued and outstanding shares of Reorganized Marvel as
of the Marvel Debtors Consummation Date
1.80 "Rights" means the rights issued together with the Replacement
Shares in exchange for the Marvel Common Stock pursuant to the Rights
Offering to subscribe for and to acquire in exchange for the Rights
Offering Consideration the Rights Offering Shares. The Rights shall have
the terms set forth in Section 7.2 of the Joint Plan.
1.81 "Rights Offering" means the terms and provisions governing the
issuance and exercise of the Rights, as described in the Disclosure
Statement.
1.82 "Rights Offering Consideration" means the aggregate amount to be
paid to Marvel as consideration for the exercise of the Rights; to wit,
$365 million less the Bank Debt Purchase Benefit (as defined herein below).
For 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 shall be passed through pro rata to all recipients of
Rights under the Joint Plan by reducing the exercise price for each Rights
Offering Share by $0.005089 for $1.0 million of Bank Debt Purchase Benefit.
Accordingly, for purposes of illustration only if members of the Committee
<PAGE>
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 $1.857576, calculated as follows: ($365 million - $0)
196,492,638 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 $1.704898 calculated as follows ($365 million - $30
million) 196,492,638 shares.
1.83 "Rights Offering Shares" means the 196,492,638 shares of New
Common Stock to be issued by Reorganized Marvel in connection with the
exercise of the Rights under the Rights Offering. The Rights Offering
Shares shall represent 77.2% of the issued and outstanding shares of
Reorganized Marvel as of the Marvel Debtors Consummation Date.
1.84 "Rights Record Date" means 5:00 p.m. New York City 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.
1.85 "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.
1.86 "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.
1.87 "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.
1.88 "Secured Note Claims" means the Claims evidenced by (i) the notes
issued by Holdings pursuant to the Holdings Indenture, (ii) the notes
issued by Parent pursuant to the Parent Indenture and (iii) the notes
issued by Marvel III pursuant to the Marvel III Indenture, in each case to
the extent secured pursuant to section 506 of the Code.
1.89 "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
1.90 "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.
1.91 "Standby Purchase Agreements" means the agreements in
substantially the form annexed to the Disclosure Statement pursuant to
which, among other things, the Standby Purchasers agree to purchase at the
exercise price all of the Rights Offering Shares as to which the Rights
associated therewith remain unexercised at the expiration of the Rights
Offering, and in exchange for which commitment the Standby Purchasers shall
receive the Put Premium.
1.92 "Standby Purchasers" means High River Limited Partnership,
Westgate International, L.P. and United Equities Commodities Company.
1.93 "Subsidiary Equity Interests" means the Equity Interests in any
of the Marvel Debtors (other than Marvel) held by any of the other Marvel
Debtors.
<PAGE>
1.94 "Subclass" means a category of Claims or Equity Interests as
classified in section 2 of the Joint Plan.
1.95 "Toy Biz" means Toy Biz, Inc., a Delaware corporation in which
Marvel currently holds an ownership interest of approximately 27%.
1.96 "Toy Biz Class A Stock" means the Class A common stock, par value
$0.01 per share, of Toy Biz.
1.97 "Toy Biz Class B Stock" means the Class B common stock, par value
$0.01 per share, of Toy Biz.
1.98 "Toy Biz License" means the exclusive, world-wide, paid-up,
perpetual license granted to Toy Biz by Marvel to develop, manufacture,
market and sell specified types of toys based on Marvel's entire catalogue
of characters.
1.99 "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, and Zib Inc.
1.100 "Trust Interests" means a fractional undivided beneficial
interest in a Liquidation Trust for distribution to holders of Allowed
Unsecured Claims against Holdings Debtors.
1.101 "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 Senior Secured Claim, an Other
Secured Claim, a Secured Note Claim, or an Intercompany Claim.
1.102 "Unsecured Note Claims" means the Claims represented by (i) the
notes issued by Holdings pursuant to the Holdings Indenture, (ii) the notes
issued by Parent pursuant to the Parent Indenture and (iii) the notes
issued by Marvel III pursuant to the Marvel III Indenture, in each case to
the extent not a Secured Claim.
1.103 "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 Plan and any other options, warrants, or rights, contractual or
otherwise, if any, to acquire an Equity Interest.
B. Interpretation; Application of
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 con-
struction 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.
<PAGE>
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 the
Joint Plan as follows:
2.4.1 Marvel Debtors Class 1: Senior Secured Claims
2.4.2 Marvel Debtors Class 2: Other Secured Claims
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.
<PAGE>
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.
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 or 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 liabilities incurred on or after the Petition
<PAGE>
Date in the ordinary course of business or arising on or after the Petition
Date 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 Cases,
which is the date that is thirty (30) days after the Confirmation Date.
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 in connection with the Cases 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, (b) if granted such an
award by the Court, 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 profes-
sionals, 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 Date, 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 exceed-
ing 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.
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 Holdings shall receive a pro rata distribution of the
48,000,000 shares of Marvel Common Stock pledged under the Holdings
Indenture. The shares of Marvel Common Stock received pursuant to the
preceding sentence shall subsequently be cancelled in exchange for the
<PAGE>
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, each holder of an
Allowed Secured Note Claim against Parent shall receive a pro rata
distribution of the 20,000,000 shares of Marvel Common Stock pledged under
the Parent Indenture. The shares of Marvel Common Stock received pursuant
to the preceding sentence shall subsequently be cancelled in exchange for
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 shall receive a pro rata distribution of the
9,302,326 shares of Marvel Common Stock pledged under the Marvel III
Indenture. The shares of Marvel Common Stock received pursuant to the
preceding sentence shall subsequently be cancelled in exchange for 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) if such Claim constitutes a right of setoff,
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 Holdings 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 Holdings which are not pledged to secure Secured Note
Claims (2,932,167 shares), which shares shall subsequently be cancelled in
exchange for 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 entitling the holder to a pro rata distribution of the
proceeds of the Holdings Liquidation Trust.
(b) Subclass 4B: Marvel (Parent) Holdings Inc. In full
satisfaction and discharge of their Unsecured Claims, unless otherwise
agreed, on the Holdings Debtors Consummation Date, each holder of an
<PAGE>
Allowed Unsecured Claim against Parent shall receive a pro rata
distribution of Trust Interests entitling the holder 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 shall receive a pro rata distribution of Trust
Interests entitling the holder 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 an aggregate principal amount equal to the aggregate amount of the
Allowed Senior Secured Claims less (A) the value of the Distributed
Collateral as such value is determined by the Court and (B) the face amount
of the Allowed Senior Secured Claims held by members of the Committee
(which Allowed Senior Secured Claims shall be satisfied by a single payment
in Cash in an amount equivalent to the amount paid for such Claims);
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 may retain some or all of the Distributed
Collateral and increase the principal amount of the New Senior Secured
Notes to an amount sufficient to provide the holders of the Allowed Secured
Claims (that are not members of the Committee) with property having a value
that is equivalent to the amount of their Allowed Senior Secured Claims.
At the sole discretion of the Proponents, the 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) if such Claim constitutes a valid right of setoff, 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 receive 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
<PAGE>
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 receive Cash in an amount equal to the amount of such
Allowed Unsecured Claim.
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. The Marvel Common Stock
shall be cancelled as of the Marvel Debtors Consummation Date, and in
exchange therefor each holder of an Allowed Marvel Equity Interest shall
receive (i) upon the commencement of the Rights Offering, the Rights
attributable to the shares of Marvel Common Stock owned by such holder and
(ii) on the Marvel Debtors Consummation Date, one half share of the
Replacement Shares for each share of Marvel Common Stock owned by such
holder.
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
<PAGE>
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 New Common Stock. The provisions of the New Common Stock to be issued
under the Joint Plan are summarized as follows:
Authorization: The Amended Marvel Charter shall authorize the issuance
of 500 million shares of New Common Stock, of which
authorized shares, 254,524,142 shares shall be retained
and issued directly (i) under the Joint Plan, (ii) upon
the exercise of the Rights and (iii) consummation of
the transactions contemplated by the Standby Purchase
Agreements. 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 as to
voting, dividends, liquidation and otherwise as are set
forth in the Amended Marvel Charter and as are
otherwise provided by Delaware law.
Listing: Reorganized Marvel shall use reasonable efforts to
cause the New Common Stock to remain listed on the New
York Stock Exchange or, alternatively, to be listed on
such other national securities exchange as is
appropriate.
7.2 Rights. The provisions of the Rights to be issued under the Joint
Plan are summarized as follows:
Issuer: Reorganized Marvel.
Underlying
Security: New Common Stock, par value $0.01 per share.
Rights per Share: Each holder of Marvel Common Stock on the Rights Record
Date will receive 1.93 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 Number
of Shares and
Amount of
Notes Offered: 196,492,638 shares of New Common Stock.
Transfers: The Rights will be freely transferable prior to their
exercise or expiration.
<PAGE>
Subscription
Price: $1.857576 per share, less $0.005089 for each $1.0
million of Bank Debt Purchase Benefit (as defined in
section 1.77 of the Joint Plan, the amount by which the
amount paid by members of the Committee 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.
7.3 New Senior Secured Notes. The provisions of the New Senior Secured
Notes to be issued under the Joint Plan, unless the Toy Biz Transaction
Events occur, are summarized as follows:
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 seventh (7th) anniversary of the Marvel Debtors
Consummation Date.
Interest: (i) 131/2% per annum (T+665) if "paid in kind" through
issuance of additional New Senior Secured Notes; (ii)
10-3/4% per annum (T+400) if paid in Cash, except that
if EBITDA/Pro Forma Interest Expense Coverage is less
than 2.00x, the Cash pay rate shall be 121/2% (T+565).
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.
Principal Payment: 10% in years 4 and 5; 30% in year 6; and 50% in year 7.
Collateral: First lien and security interest on all of the assets
of Reorganized Marvel other than Toy Biz Class A or
Class B Stock; first lien and security interest on all
assets of the operating subsidiaries of Reorganized
Marvel.
Optional
Redemption: New Senior Secured Notes are redeemable at par by
Reorganized Marvel at any time.
Certain Covenants: Limitations on the ability of Reorganized Marvel to (i)
incur additional indebtedness; (ii) make restricted
payments; (iii) issue and sell capital stock of
Subsidiaries; (iv) enter into certain affiliate
transactions; (v) create certain liens; (vi) sell
certain assets, and (vii) enter into certain business
combinations.
7.4 Plan Secured Notes. The provisions of the Plan Secured Notes to be
issued under the Joint Plan are summarized as follows:
Issuer: Applicable Reorganized Debtor.
Principal Amount: Allowed amount of applicable Allowed Other Secured
Claim.
<PAGE>
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.
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 relating to a Debtor are property of the
estate of such Debtor under section 541 of the Code. On the Confirmation
Date, all Derivative Securities Litigation Claims relating to Marvel shall
revest in and remain the property of Reorganized Marvel; all Derivative
Securities Litigation Claims relating to the Holdings Debtors shall be
transferred to the Liquidation Trust established with respect to each
Holdings Debtor.
8.3 Holdings Debtors Liquidation Trusts.
8.3.1 Establishment. On the Holdings Debtors Consummation Date,
Holdings shall establish the Holdings Liquidation Trust, Parent shall
establish the Parent Liquidation Trust and Marvel III 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
<PAGE>
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, execute and
deliver all such instruments, and take all other actions 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.
8.5 Board of Directors of the Reorganized Marvel Debtors. The initial
members of the boards of directors of the Reorganized Marvel 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 Marvel Debtors. The initial officers of
the Reorganized Marvel 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
Marvel Debtors after the Marvel Debtors Consummation Date shall be as
provided in their respective 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, instruments 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 Marvel 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
<PAGE>
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 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 document 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 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 Special Distribution Provisions Regarding Allowed Note Claims; Fees
and Costs of the Indenture Trustee. To secure the payment of the
compensation, fees, costs and expenses of the Indenture Trustee, the
Indenture Trustee shall retain its charging liens set forth in Section 7.07
of the Holdings Indenture, the Parent Indenture and the Marvel III
Indenture on all distributions made to the Indenture Trustee. All
distributions to be made under the Joint Plan to each holder of Allowed
Note Claims shall be made to the Indenture Trustee, and except for property
which the Indenture Trustee deems necessary to hold in reserve to satisfy
its compensation, fees, costs and expenses, the Trustee shall distribute
such distribution to such holders in accordance with the provisions of the
Holdings Indenture, the Parent Indenture and the Marvel III Indenture. The
Indenture Trustee may sell any property or security distributed to it, at
any time and on terms and conditions satisfactory to it, in its sole
discretion, to discharge any amount due and owing the Indenture Trustee
under the terms of the applicable indenture.
9.5 Delivery of Distributions. Subject to Rule 9010, all distributions to
any holder of an Allowed Claim or Allowed Equity Interests shall be made at
<PAGE>
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 agent 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.
9.6 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.
9.7 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.
9.8 Rights And Powers Of Disbursing Agent.
9.8.1 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 with 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.
9.8.2 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
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.
9.8.3 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
<PAGE>
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 holder 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 a 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 a Final Order, (b) is specifically assumed on the Assumption
Schedule, (c) is the subject of a separate motion filed under 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,
<PAGE>
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 Agreements. The Standby Purchasers shall
have executed and delivered the Standby Purchase Agreements, and the
effectiveness and enforceability of the Standby Purchase Agreements shall
be subject only to their 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 a Final Order or the Toy Biz Stockholders'
Agreement shall be rejected pursuant to section 365 of the Code such that
Marvel shall retain ownership of the Toy Biz Class B Stock 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; and
(b) Authorization. The Confirmation Order shall (i) direct and
authorize Marvel to execute and to enter into the Standby Purchase
Agreements, (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.
12.2.2 Marvel Debtors Consummation Date. The occurrence of the
Marvel Debtors Consummation Date is subject to satisfaction of the
following conditions precedent:
<PAGE>
(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 Agreements. All conditions precedent to
the obligations of the Standby Purchasers and Marvel under the Standby
Purchase Agreements shall have been satisfied or waived in accordance
therewith, and the Standby Purchase Agreements 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 or 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, except as otherwise provided in the
Joint Plan.
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,
<PAGE>
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 to the
fullest extent permitted by section 1141 of the Code. Except as 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, at which time the Debtors and the
Reorganized Debtors shall be protected by the injunctions specified in
Section 13.4 of the Joint Plan and section 524 of the Code.
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
<PAGE>
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 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, and injunctions provided by,
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 Proponents 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 it may be 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.
<PAGE>
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 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.
<PAGE>
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 of transfer pursuant to,
in implementation of, or as contemplated 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 Proponents shall file with the Court such agreements and other
documents (other than the Plan Documents, which shall be filed with the
Court prior to the commencement of the Confirmation Hearing) 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, including, without limitation, the Plan Documents, 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:
Marvel Holdings, Inc.
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
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
<PAGE>
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
White & Case
200 S. Biscayne Blvd., Suite 4900
Miami, Florida 33131
Attn: Thomas E Lauria, Esq.
Tel: (305) 371-2700
Fax: (305) 358-5744
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
<PAGE>
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 C. Icahn
Its: Chairman and President
THE OFFICIAL BONDHOLDERS COMMITTEE
OF MARVEL HOLDINGS INC., MARVEL
(PARENT) HOLDINGS INC. AND MARVEL
III HOLDINGS INC.
By: Westgate International, L.P.
Its: Vice-Chairman
By: /s/ Vincent J. Intrieri
Signature Page - First Amended Joint Plan
