<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
MARVEL ENTERTAINMENT GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
573913 10 0
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(CUSIP Number)
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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Norman L. Pernick
Saul, Ewing, Remick & Saul LLP
222 Delaware Avenue
Wilmington, DE 19899
(302) 421-6800
August 15, 1997
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(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
______________________________________________________________________________
CUSIP No. 573913 10 0
______________________________________________________________________________
1 NAME OF REPORTING PERSONS:
Marvel Holdings Inc. (IRS EIN# 13 370 9544)
______________________________________________________________________________
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 PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 26,347,759 (25.88%)
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | ooooooo
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 26,347,759 (25.88%)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | ooooooo
_______________|_____|________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,347,759
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.88%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
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<PAGE>
SCHEDULE 13D
______________________________________________________________________________
CUSIP No. 573913 10 0
______________________________________________________________________________
1 NAME OF REPORTING PERSON:
Marvel (Parent) Holdings Inc. (IRS EIN# 13 350 1047)
______________________________________________________________________________
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 PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 18,108,570 (17.79%)
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | ooooooo
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 18,108,570 (17.79%)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | ooooooo
_______________|_____|________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,108,570
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.79%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
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. ("Holdings I"), Marvel (Parent) Holdings Inc. ("Holdings II"),
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
Holdings I, Holdings II, Andrews and Mafco, as amended by Amendment No. 3, filed
with the Commission on December 31, 1996 by Holdings I, Holdings II, Andrews and
Mafco, as amended by Amendment No. 4 filed with the Commission on March 10, 1997
by Holdings I, Holdings II, Andrews and Mafco, as amended by Amendment No. 5
filed with the Commission on April 25, 1997 by Holdings I, as amended by
Amendment No. 6 filed with the Commission on April 29, 1997 by Holdings I, as
amended by Amendment No. 7 filed with the Commission on May 1, 1997 by Holdings
I, as amended by Amendment No. 8 filed with the Commission on May 9, 1997 by
Holdings I, as amended by Amendment No. 9 filed with the Commission on May 15,
1997 by Holdings I, and as amended by Amendment No. 10 filed with the Commission
on June 25, 1997 by Holdings I.
Item 2. Identity And Background
Item 2 is hereby amended to read in its entirety:
On December 27, 1996, the reporting persons filed for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court of the District of Delaware (the "Bankruptcy Court"). Amendment 5 to this
Schedule 13D, filed on April 25, 1997, described a change of control of Marvel
Holdings, Inc. ("Holdings I"). Since that filing the same change of control has
also occurred with respect to Marvel (Parent) Holdings, Inc. ("Holdings II").
(a)-(c),(f) This Statement is being filed by Holdings I, a corporation
organized and existing under the laws of Delaware and Holdings II, a corporation
organized and existing under the laws of Delaware. Holdings I and Holdings II
are both holding companies. The business address of Holdings I is 387 Park
Avenue South, New York, New York, 10016. The Business address of Holdings II is
387 Park Avenue South, New York, New York, 10016.
The names, business addresses, present principal occupations or
employments, the principal business and address of the entity in which such
employment is conducted, if necessary, and citizenships of the executive
officers and directors of Holdings I and Holdings II are set forth on Schedule A
attached to Amendment 5 to this Schedule 13D and incorporated herein by
reference. (Schedule A, as set forth in Amendment 5 to this Schedule 13D is,
however, herein amended such that all references to "Marvel Holdings" includes
both Holdings I and Holdings II).
(d) During the last five years, neither Holdings I nor Holdings II have
been convicted in a criminal proceeding. In addition, to the best knowledge of
Holdings I and Holdings II, no individuals set forth on Schedules A or B were
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Holdings I nor Holdings II was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, U.S. Federal or State securities laws or
finding any violations with respect to such laws. In addition, to the best
knowledge of Holdings I and Holdings II, no individuals set forth on Schedules A
or B were a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, U.S. Federal or State securities laws or
finding any violations with respect to such laws.
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Item 3. Source and Amount of Funds or other Consideration
Item 3 is hereby amended by adding the following:
No new Marvel Common Stock has been acquired by Holdings I or Holdings
II. See Item 4. The control of the voting of the Marvel Common Stock held by
Holdings I and Holdings II has changed as described in Item 4.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
On August 15, 1997, Marvel III Holdings Inc. ("Holdings III"), a wholly
owned subsidiary of Andrews Group, Inc., received notice from LaSalle National
Bank, as Trustee under the Indenture (the "Indenture"), dated as of February 15,
1994, between Holdings III and NationsBank of Georgia, National Association, as
Original Trustee, as succeeded by The Bank of New York, as First Successor
Trustee and LaSalle National Bank as Second Successor Trustee, that all rights
of Holdings III to exercise voting and other consensual rights with respect to
1,000 shares of common stock of Holdings II pledged pursuant to the terms of the
Indenture had been terminated, that all such rights had vested in the Trustee,
and that the Trustee has the sole right to exercise such voting and consensual
rights.
Also on August 15, 1997, the directors of Holdings II were notified by
the Trustee that they had been removed as directors and that Mr. Carl C. Icahn,
Mr. Robert Mitchell and Mr. Vincent Intrieri had been elected to the board of
directors. Thus, Holdings II came under the same control as Holdings I as
describe more fully in Amendment 5 to this Schedule 13D filed on April 25, 1997.
On March 3, 1998, the Bankruptcy Court entered its Order Authorizing
and Approving Compromise and Settlement Among the Indenture Trustee, the
Noteholders, and the Debtor ("Original Authorizing Order"). See Exhibit 11.
Pursuant to the Original Authorizing Order, the Bankruptcy Court approved the
sale of up to 12.5 million shares of Marvel Entertainment Group, Inc. ("Marvel")
held by Holdings I and Holdings II, but pledged to the Noteholders ("Pledged
Shares"). In addition, the Bankruptcy Court also approved the sale of up to 2.5
million shares of Marvel, held by Holdings I, which were not subject to the
Noteholders' liens ("Unencumbered Shares").
On March 17, 1998 the Bankruptcy Court entered its Amended Order
Authorizing and Approving Compromise and Settlement Among the Indenture Trustee,
the Noteholders, and the Debtor ("Amended Authorizing Order"). See Exhibit 12.
In this Amended Authorizing Order, the Bankruptcy Court clarified issues
relating to the above mentioned authorizations of sale.
On April 9, 1998, the Bankruptcy Court entered its Supplemental Order
Authorizing Additional Distribution of Shares ("Supplemental Authorizing Order")
See Exhibit 13. (The Original Authorizing Order, Amended Authorizing Order and
the Supplemental Authorizing Order are herein collectively referred to as the
"Orders"). In the Supplemental Authorizing Order, the Bankruptcy Court approved
the sale of an additional 21.5 million Pledged Shares, held by Holdings I and
Holdings II, as well as the sale of the remaining Unencumbered Shares held by
Holdings I.
Pursuant to the Orders, Holdings I has sold 1,781,600 Unencumbered
Shares on the open market. In addition, under the auspices of the Orders, the
Indenture Trustee has distributed 22,802,808 Pledged Shares of Holdings I and
11,193,756 Pledged Shares of Holdings II to the Noteholders.
Finally, Holdings I and Holdings II intend to review on a continuing
basis their investment in Marvel and may consider to advance any option
available to them including those actions set forth in clauses (a) through (j)
of Item 4 of Schedule 13D. However, except as set forth above and in Amendment
Nos. 5, 6, 7, 8, 9 and 10 to this Schedule 13D, neither Holdings I nor Holdings
II have any 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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<PAGE>
Item 5. Interest In Securities of the Issuer.
Item 5 is hereby amended by adding the following:
(a) and (b) The following is the aggregate amount of Common Stock that
is beneficially owned by each Reporting Person:
Aggregate Percentage
Name Number of Shares of Class
Marvel Holdings, Inc. 26,347,759 25.88 %
Marvel (Parent) Holdings, Inc. 18,108,570 17.79 %
========== =======
TOTAL 44,456,329 43.67 %
Item 7. Material to Be Filed as Exhibits
Exhibit 11 Order Authorizing and Approving Compromise and
Settlement Among the Indentured Trustee, the
Noteholders, and the Debtor
Exhibit 12 Amended Order Authorizing and Approving Compromise
and Settlement Among the Indentured Trustee, the
Noteholders, and the Debtor
Exhibit 13 Supplemental Order Authorizing Additional
Distribution of Shares
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.
MARVEL HOLDINGS INC.
MARVEL (PARENT) HOLDINGS INC.
By: /s/ Vincent J. Intrieri
------------------------------
Name: Vincent J. Intrieri
Title: Secretary and Treasurer
Dated: June 17, 1998
<PAGE>
Exhibit 11
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
_____________________________________________
In re: : Chapter 11
:
MARVEL HOLDINGS, INC. and MARVEL : Civil Action No. 98-81 (RRM)
(PARENT) HOLDINGS, INC., :
: Jointly Administered
Debtors. :
_____________________________________________
ORDER AUTHORIZING AND APPROVING COMPROMISE AND
SETTLEMENT AMONG THE INDENTURE TRUSTEE, THE
NOTEHOLDERS, AND THE DEBTORS
For the reasons set out by the Court during the February 24, 1998
hearing, and as the court finds the proposed settlement among Marvel Holdings,
Inc., Marvel (Parent) Holdings Inc. and LaSalle National Bank is fair and
reasonable and appears to be in the best interests of the debtors, IT IS ORDERED
AS FOLLOWS:
The Joint Motion of Marvel Holdings, Inc., Marvel (Parent) Holdings,
Inc. and LaSalle National Bank, as Successor Indenture Trustee, for the Entry of
an Order Pursuant to Federal Rule of Bankruptcy Procedure 9019 Approving
Compromise and Settlement (Docket Item 227), is granted.
Up to 12.5 million shares of the Pledged Stock shall be distributed to
the Noteholders on the following basis:
Holders of Holdings I Notes shall be entitled to receive a
maximum of 92 shares of the Pledged Stock per $ 1,000 (at
maturity) of the Holdings I Notes owned. Holders of Holdings
II Notes shall be entitled to receive a maximum of 79 shares
of the Pledged Stork per $1,000 (at maturity) of the Holdings
11 Notes owned. Holders of Holdings III Notes shall be
entitled to receive a maximum of 74 shares of the Pledged
Stock per $ 1,000 of the Holdings III Notes owned.
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<PAGE>
There will be no fractional shares of the Pledged Stock distributed to the
Noteholders, and all share calculations are and will be rounded down to the next
whole share.
Holdings I is authorized to sell 2.5 million of its shares of the
common stock of Marvel Entertainment not subject to the liens of the Indenture
Trustee under the Indentures (the "Unencumbered Shares"). Holdings I shall hold
the proceeds in escrow (the "Administrative Claim Escrow"). Saul, Ewing, Remick
& Saul shall be paid first from the Administrative Claims Escrow for all fees
and expenses it incurred in the Holdings Debtors' cases (not to exceed
$100,000), provided that such fees and expenses are first approved by this
Court. The remaining balance of the Administrative Claims Escrow shall be paid
pro rata to White & Case, Kasowitz Benson, The Bayard Firm and Saul Ewing (to
the extent not previously paid in full by the terms of the prior sentence) upon
the approval by this Court of their fees and expenses.
A 5(cent) surcharge (the "Surcharge Amount") shall be assessed on each
share of the Pledged Stock to be distributed to the Noteholders.
As soon as practicable after the entry of this Order, LaSalle shall
mail a notice to all Noteholders informing them of the approval of the
Settlement (the "Notice") and including a form transmittal letter for use in
electing to participate in the Settlement (the "Transmittal Letter").
In the Notice, the following procedures inter alia shall be set forth:
The Noteholders will be requested to indicate, by means of the
Transmittal Letter and payment of the Surcharge Amount to be
received by the Indenture Trustee on or before 5:00 p.m. CST
on March 30, 1998 (the "Transmittal Letter Deadline"), the
decision of each individual holder who so decides to
participate in this distribution opportunity ("Electing
Noteholders") to receive their pro rata share of the Pledged
Shares; and The Noteholders who choose not to participate in
the distribution ("Declining Noteholders"), by failing to
return the Transmittal Letter properly and completely filled
out with the payment of the Surcharge Amount such that it is
received by the Indenture Trustee on or before the Transmittal
Letter Deadline, shall be deemed to have forfeited the right
to participate m the distribution, and their pro rata share of
the Pledged Shares shall continue to be held by the Indenture
Trustee subject to the lien of the Indenture Trustee.
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<PAGE>
As soon as practicable after the entry of this Order, LaSalle as
Indenture Trustee shall deliver the global certificates representing the Pledged
Stock to the Registrar. Following the allocation process described below, the
Registrar shall issue new, unrestricted global Marvel Entertainment stock
certificates, in an amount of shares to match the number of shares to be
distributed to the Noteholders, reflecting the Depository Trust Company (the
"DTC") or such other nominee as LaSalle shall designate (the "Designated
Nominee") as registered holder pursuant to the terms of this Order. LaSalle or
the Registrar shall then forward the new global stock certificates to the
Designated Nominee.
Upon request of LaSalle, the Registrar shall return to LaSalle the
remaining balance, of the Pledged Stock, with the Pledged Stock securing each of
the Note issues reduced to reflect Pledged Stock distributed to the Noteholders
of each such issue, in the form of new, unrestricted global certificates with a
notation reflecting the security interests of LaSalle as Indenture Trustee. Such
stock shall, pursuant to this Order, be deemed subject to the pledge of the
respective Indentures and the Guaranty, as though such stock had originally been
pledged pursuant to the respective Indentures and the Guaranty.
The Notice and Transmittal Letter shall require each Noteholder who
wishes to receive distribution of his or her pro rata share of the Pledged Stock
to return to LaSalle the fully completed Transmittal Letter with payment of the
Surcharge Amount to LaSalle on or before the Transmittal Letter Deadline. The
Transmittal Letter shall also require each such Noteholder to return its Note
certificates to LaSalle (or make other necessary arrangements through the DTC or
respective nominees) with the completed Transmittal Letter in order to verify
that it is eligible to participate in the Settlement and such certificates will
be stamped (or other appropriate electronic notations will be made in
cooperation with the DTC to reflect the distribution of the Pledged Stock. The
Transmittal Letter shall also require each such Noteholder to return the correct
Surcharge Amount to LaSalle with the completed Transmittal Letter.
As soon as practicable after the Transmittal Letter Deadline, LaSalle
shall compute the number of Electing Noteholders and the number of shares of
Pledged Stock that would be distributed, assuming that the Transmittal Letters
of all Electing Noteholders were honored (the "Total Elected Share").
If the Total Elected Shares are equal to or less than
12,500,000, then all Total Elected Shares shall be
distributed.
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However, if the Total Elected Shares are greater than
12,500,000, then the distribution of the 12.5 million shares
of Pledged Stock authorized by this Order shall be distributed
based upon the following allocation formula: the amount of
shares of the Pledged stock to be distributed to an individual
Electing Noteholder shall be equal to the product of (i) the
maximum number of shares the Electing Noteholder would be
entitled to under this Order and such Noteholder's Transmittal
Letter, multiplied by (ii) a fraction, the numerator of which
is 12,500,000 and the denominator of which is the Total
Elected Shares.
If this Court authorizes additional shares of the Pledged
Stock to be distributed to Noteholders, this Court Shall at
that time order an allocation formula to be applied to such
distribution.
Upon receipt and verification of properly completed and timely
submitted Transmittal Letters from Noteholders, and following the allocation
described above (if necessary) and the delivery of new global certificates by
the Registrar described above, LaSalle shall forward a request to the Designated
Nominee to reflect the Noteholders' beneficial ownership of the stock through
book entry transfer. Simultaneously, LaSalle shall send a confirmation letter to
each Noteholder informing such Noteholder that the Designated Nominee has been
asked to reflect its beneficial ownership of the stock by book entry transfer in
accordance with the Transmittal Letter.
March 3, 1998
/s/
----------------------------
United States District Judge
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<PAGE>
Exhibit 12
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
_____________________________________________
In re: : Chapter 11
:
MARVEL HOLDINGS, INC. and MARVEL : Civil Action No. 98-81 (RRM)
(PARENT) HOLDINGS, INC., :
: Jointly Administered
Debtors. :
_____________________________________________
AMENDED ORDER AUTHORIZING AND APPROVING COMPROMISE AND SETTLEMENT AMONG THE
---------------------------------------------------------------------------
INDENTURE TRUSTEE, THE NOTEHOLDERS, AND THE DEBTORS
---------------------------------------------------
For the reasons set out by the Court during the February 24, 1998
hearing, and as the court finds the proposed settlement among Marvel Holdings,
Inc., Marvel (Parent) Holdings Inc. and LaSalle National Bank is fair and
reasonable and appears to be in the best interests of the debtors,
IT IS ORDERED AS FOLLOWS:
The Joint Motion of Marvel Holdings, Inc. Marvel (Parent) Holdings,
Inc. and LaSalle National Bank, as Successor Indenture Trustee, for the Entry of
an Order Pursuant to Federal Rule of Bankruptcy Procedure 9019 Approving
Compromise and Settlement (Docket Item 227), is granted.
This Court has been asked to approve the fairness of the terms and
conditions of the exchange and the Court is aware that the Noteholders, the
Indenture Trustee, Marvel Entertainment, its Chapter 11 trustee, and others will
rely on this Order to make the Marvel Entertainment common stock to be
distributed to Noteholders exempt from registration under Section 3(a)(10) of
the Securities Act of 1933, 15 U.S.C., section 77c(a)(10). In accordance with
the Settlement Motion and pleadings, this Court specifically finds that Marvel
Entertainment common stock that is to be distributed to the Noteholders is
exempt from registration under Section 3(a)(10).
In accordance with Section 3 (a)(10):
the Marvel Entertainment common stock will be distribution in
exchange for a partial reduction by the Noteholders of their
claims against the Note issuers;
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<PAGE>
this Court was requested to approve and has approved the
fairness of the terms and conditions of the exchange; this
Court was asked to find and has found that the terms and
conditions of the exchange are fair to those who will receive
Marvel Entertainment common stock; this Court was advised
before the hearing on the Motion that the parties may rely on
the Section 3(a)(10) exemption, based on this Court's approval
of the settlement; this Court held a hearing to approve the
fairness of the terms and conditions of the settlement; the
fairness hearing was open to all persons and entities who are
to receive the Marvel Entertainment common stock in exchange,
and adequate notice was given to all such persons; and there
were no improper impediments to the appearance by the
Noteholders or other interested parties at the fairness
hearing.
The Indenture Trustee and the Noteholders to whom the Pledged Stock is
distributed will receive unrestricted stock under Section 3(a)(10) of the
Securities Act. However, with respect to stock so distributed each Noteholder
shall continue to be subject to the requirements of the Securities Act, the SEC
Rules and other applicable law as it may relate to their holding of such stock.
Up to 12.5 million shares of the Pledged Stock shall be distributed to
the Noteholders on the following basis:
Holders of Holdings I Notes shall be entitled to receive a
maximum of 92 shares of the Pledged Stock per $1,000
(at maturity) of the Holdings I Notes owed.
Holders of Holdings II Notes shall be entitled to receive a
maximum of 79 share of the Pledged Stock per $1,000
(at maturity) of the Holdings II Notes owed.
Holders of the Holding II Notes shall be entitled to receive a
maximum of 74 shares of the Pledged Stock per $1,000
of the Holdings III Notes owed.
There will be no fractional shares of the Pledge Stock distributed to the
Noteholders, and all share calculations are and will be rounded down to the next
whole share.
Holdings I is authorized to sell 2.5 million of its shares of the
common stock of the Marvel Entertainment not subject to the liens of the
Indenture Trustee under the Indentures (the "Unencumbered Shares"). Holdings
shall
-12-
<PAGE>
hold the proceeds in escrow (the "Administrative Claims Escrow") Saul,
Ewing, Remick & Saul LLP shall be paid first from the Administrative Claims
Escrow for all fees and expenses it incurred in the Holdings Debtors' cases (not
to exceed $100,000), provided that such fees and expenses are first approved by
this Court. The remaining balance of the Administrative Claims Escrow shall be
paid pro rata to White & Case, Kasowitz Benson, The Bayard Firm and Saul Ewing
(to the extent not previously paid in full by the terms of the prior sentence)
upon the approval by this Court of their fees and expenses.
A 5(cent) surcharge (the "Surcharge Amount") shall be assessed on each
share of the Pledged Stock to be distributed to the Noteholders.
As soon as practicable after the entry of this Order, LaSalle shall
mail a notice to all Noteholders informing them of the approval of the
Settlement (the "Notice") and including a form transmittal letter for use in
electing to participate in the Settlement (the "Transmittal Letter"),
In the Notice, the following procedures inter alia shall be set forth:
The Noteholders will be requested to indicate, by means
of the Transmittal Letter and payment of the
Surcharge Amount to be received by the Indenture
Trustee on or before 5:00 p.m. CST on March 30, 1998
(the "Transmittal Letter Deadline"), the decision of
each individual holder who so decides to participate
in this distribution opportunity ("Electing
Noteholders") to receive their pro rata share of the
Pledged Shares; and
The Noteholders who choose not to participate in the
distribution ("Declining Noteholders"), by failing to
return the Transmittal Letter properly and completely
filled out with the payment of the Surcharge Amount
such that it is received by the Indenture Trustee on
or before the Transmittal Letter Deadline, shall be
deemed to have forfeited the right to participate in
the distribution, and their pro rata share of the
Pledged Shares shall continue to be held by the
Indenture Trustee subject to the lien of the
Indenture Trustee.
As soon as practicable after the entry of this Order, LaSalle as
Indenture Trustee shall deliver the global certificates representing the Pledged
Stock to the Registrar. Following the allocation process described below, the
Registrar shall issue new, unrestricted global Marvel Entertainment stock
certificates, in an amount of shares to match the number of shares to be
distributed to the Noteholders, reflecting the Depository Trust Company (the
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<PAGE>
"DTC") or such other nominee as LaSalle shall designate (the "Designated
Nominee") as registered holder pursuant to the terms of this Order. LaSalle or
the Registrar shall then forward the new global stock certificates to the
Designated Nominee.
Upon request of LaSalle, the Registrar shall return to LaSalle the
remaining balance of the Pledged Stock, with the Pledged Stock securing each of
the Note issues reduced to reflect Pledged Stock distributed to the Noteholders
of each such issue, in the form of new, unrestricted global certificates with a
notation reflecting the security interests of LaSalle as Indenture Trustee. Such
stock shall, pursuant to this Order, be deemed subject to the pledge of the
respective Indentures and the Guaranty, as though such stock had originally been
pledged pursuant to the respective Indentures and the Guaranty.
The Notice and Transmittal Letter shall require each Noteholder who
wishes to received distribution of his or pro rata share of the Pledged Stock to
return to LaSalle the fully completed Transmittal Letter with payment of the
Surcharge Amount to LaSalle on or before the Transmittal Letter Deadline. The
Transmittal Letter shall also require each such Noteholder to return its Note
certificates to LaSalle (or make other necessary arrangements through the DTC or
respective nominees) with the completed Transmittal Letter in order to verify
that it is eligible to participate in the Settlement, and such certificates will
be stamped (or other appropriate electronic notations will be made in
cooperation with the DTC) to reflect the distribution of the Pledged Stock. The
Transmittal Letter shall also require each such Noteholder to return the correct
Surcharge Amount to LaSalle with the completed Transmittal Letter.
As soon as practicable after the Transmittal Letter Deadline, LaSalle
shall compute the number of Electing Noteholders and the number of shares of
Pledged Stock that would be distributed, assuming that the Transmittal Letters
of all Electing Noteholders were honored (the "Total Elected Shares").
If the Total Elected Shares are equal to or less than
12,500,000, then all Total Elected Shares shall be
distributed.
However, if the Total Elected Shares are greater than
12,500,000, then the distribution of the 12.5 million
shares of Pledged Stock authorized by this Order
shall be distributed based upon the following
allocation formula: the amount of shares of the
Pledged Stock to be distributed to an individual
Electing Noteholder shall be equal to the product of
(i) the
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maximum number of shares the Electing Noteholder
would be entitled to under this Order and such
Noteholder's Transmittal Letter, multiplied by (ii) a
fraction, the numerator of which is 12,5000,000 and
the denominator of which is the Total Elected Shares.
If this Court authorizes additional shares of the Pledged
Stock to be distributed to Noteholders, this Court
shall at that time order an allocation formula to be
applied to such distribution.
Upon receipt and verification of properly completed and timely
submitted Transmittal Letters from Noteholders, and following the allocation
described above (if necessary) and the delivery of new global certificates by
the Registrar described above, LaSalle shall forward a request to the Designated
Nominee to reflect the Noteholders' beneficial ownership of the stock through
book entry transfer. Simultaneously, LaSalle shall send a confirmation letter to
each Noteholder informing such Noteholder that the Designated Nominee has been
asked to reflect its beneficial ownership of the stock by book entry transfer in
accordance with the Transmittal Letter.
/s/
----------------------------
United States District Judge
Dated: March 17, 1998
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Exhibit 13
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
_____________________________________________
In re: : Chapter 11
:
MARVEL HOLDINGS, INC. and MARVEL : Civil Action No. 98-81 (RRM)
(PARENT) HOLDINGS, INC., :
: Jointly Administered
Debtors. :
_____________________________________________
SUPPLEMENTAL ORDER AUTHORIZING ADDITIONAL
-----------------------------------------
DISTRIBUTION OF SHARES
----------------------
For the reasons set out by the court during the April 7, 1998 hearing,
and as counsel for the Indenture Trustee represented to the court that the
Noteholders' requests for distributed shares would be met by the court's
authorization of an additional 21.5 million shares, and as Marvel Holdings
requested that the court authorize the sale of the approximately 400,000
remaining shares it holds that the court has not yet authorized for sale,
IT IS HEREBY ORDERED as follows:
Pursuant to this court's amended order authorizing and approving
compromise and settlement among the Indenture Trustee, the Noteholders, and the
Debtors (D.I. 31) ("the Amended Order"), this court authorizes an additional
distribution by LaSalle National Bank as Successor Indenture Trustee ("Indenture
Trustee") for the respective Notes, of up to 21.5 million shares of Pledged
Stock of Marvel Entertainment Group, Inc. ("Additional Distribution") in
addition to the 12.5 million shares of Pledged Stock previously authorized for
distribution under the Amended Order. Such Additional Distribution shall be
distributed to the Noteholders in the same manner as set forth in the Amended
Order to the Noteholders who sent Transmittal Letters (as defined in the Amended
Order) to the Indenture Trustee in compliance with the terms of the Amended
Order, to be allocated in the same manner as provided in the Amended Order,
except the above specified 21.5 million shares shall be added to the 12.5
million shares in the Amended Order and the balance thereof shall be distributed
as soon as practicable pursuant to the terms of the Amended Order.
Holdings I is authorized to sell the remaining Unencumbered Shares (as
defined in the Amended Order) that the court has not already authorized for
sale. Holdings I shall hold the proceeds in the Administrative Claims
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<PAGE>
Escrow (as defined in the Amended Order) and distribute the proceeds under the
terms outlined in the Amended Order.
The court confirms its earlier findings in the Amended Order that the
Additional Distribution is exempt from registration under ss. 3(a)(10) of the
Securities Act of 1933, 15 U.S.C. section c(a)(10).
/s/
----------------------------
UNITED STATES DISTRICT JUDGE
Dated: April 9,1998
