SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
MARVEL ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
573913 10 0
(CUSIP Number)
Marvel Holdings Inc.
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
John M. Reiss
White & Case
1155 Avenue of the Americas
New York, NY 10036
(212) 354-8113
April 28, 1997
____________________________________________________________
(Date of Event which Requires Filing of this Statement)
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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 __ Pages
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SCHEDULE 13D
CUSIP No. Page 2 of __
573913 10 0 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvel Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 50,932,167
OWNED BY EACH
8 SHARED VOTING POWER
REPORTING PERSON
WITH
9 SOLE DISPOSITIVE POWER
50,932,167
SHARED DISPOSITIVE POWER
10
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
50,932,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.03%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This statement amends the Schedule 13D, relating to the common
stock, par value $.01 per share (the "Marvel Common Stock"), of Marvel
Entertainment Group, Inc. ("Marvel"), as originally filed with the
Securities and Exchange Commission (the "Commission"), on May 18, 1993 by
New Marvel Holdings Inc., MacAndrews & Forbes Holdings Inc. ("M&F"), and
Mafco Holdings Inc. ("Mafco"), as amended by Amendment No. 1, filed with
the Commission on October 12, 1993 by Marvel Holdings Inc. ("Marvel
Holdings"), Marvel (Parent) Holdings Inc. ("Marvel Parent"), Four Star
Holdings Corp., Andrews Group Incorporated ("Andrews"), M&F and Mafco, as
amended by Amendment No. 2 filed with the Commission on November 15, 1996
by Marvel Holdings, Marvel Parent, Andrews and Mafco, as amended by
Amendment No. 3, filed with the Commission on December 31, 1996 by Marvel
Holdings, Marvel Parent, Andrews and Mafco, as amended by Amendment No. 4
filed with the Commission on March 10, 1997 by Marvel Holdings, Marvel
Parent, Andrews and Mafco, and as amended by Amendment No. 5 filed with the
Commission by Marvel Holdings on April 25, 1997.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following:
On April 28, 1997, Marvel Holdings and the Official Bondholders
Committee (the "Committee") appointed in Marvel Holdings' chapter 11 case
(the "Holdings Case") filed their proposed Joint Chapter 11 Plan of
Reorganization and Rights Offering (the "Joint Plan") in the Holdings Case.
The Joint Plan provides proposed treatment of all claims against
and equity interests in (a) Marvel Holdings and two of its 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 Joint 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 a trust for the benefit of creditors.
As a result of the foregoing transactions under the Joint 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, if the Joint Plan is confirmed by the Bankruptcy Court.
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With respect to Marvel and the Marvel Debtors, the Joint Plan
provides for the satisfaction in full of all claims, the retention of all
equity interests, 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 392,985,276 additional shares of Marvel Common Stock,
representing approximately 77.2% of all such shares (the "Rights
Offering"). Under the Joint 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 Marvel Common Stock.
The subscription price for shares under the Rights Offering will be
$0.92879 per share of Marvel Common Stock less $0.002545 for each
$1,000,000 of discoufnt in the retirement of Bank Debt 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.
Marvel's prepetition secured bank debt (the "Bank Debt") is to be
satisfied in full under the Joint 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 10-year promissory note in an
amount equivalent to the balance of the Bank Debt.
Because the Joint Plan was filed in the Holdings Case during the
exclusive period to file a chapter 11 plan, the exclusive period has been
automatically extended in the Holdings Case for an additional 60 days in
order to permit Marvel Holdings to solicit acceptances and obtain approval
of the Joint Plan. Because exclusivity has now expired in the Marvel
Debtor's chapter 11 cases (as well as the cases of the other Holdings
Debtors), on April 29, 1997, Marvel Holdings and the Committee filed the
Joint Plan in each of such chapter 11 cases and intend to prosecute the
Joint Plan to confirmation with respect to all of the Marvel Debtors and
the Holdings Debtors. Marvel Holdings believes that the Bankruptcy Code
prohibits any other party from filing a plan with respect to the Marvel
Debtors or the Holdings Debtors at this time.
Marvel Holdings has selected Joe Calamari (a former Marvel
executive) to head-up Marvel Holdings' transition team.
The foregoing discussion is subject to and qualified in its
entirety by the terms and provisions of the Joint Plan. A copy of the
Joint plan will be attached as an exhibit to an Amendment to this Schedule
13D which Marvel Holdings will file promptly.
In addition to the foregoing, 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, Marvel Holdings has no current plans
or proposals that relate to or would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 29, 1997
MARVEL HOLDINGS INC.
By: /s/ Carl Icahn
________________________________________
Name: Carl Icahn
Title: President
By: /s/ Vincent Intrieri
________________________________________
Name: Vincent Intrieri
Title: Secretary and Treasurer
