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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 1-10779
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ]Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print
or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item (s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant Marvel Entertainment Group, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
387 Park Avenue South
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City, state and zip code
New York, NY 10016
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PART II
RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N- SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period . (Attach extra sheets if needed.)
During 1997, the Registrant experienced a change in control on June 20,
1997 and again on December 12, 1997. On December 22, 1997, John J. Gibbons, was
appointed as chapter 11 trustee ("Trustee') for the Registrant. Mr. Gibbons
sought to appoint the law firm of Gibbons, Del Deo, Dolan, Griffinger and
Vecchione ("Gibbons, Del Deo") as legal counsel for the Registrant. Both
actions were objected to by Marvel Holdings in the Third Circuit Court of
Appeals. On January 9, 1998, High River Limited Partnership and Westgate
International LP objected to the appointment of Gibbons, Del Deo as legal
counsel to the Registrant. The United States District Court for Delaware denied
the Trustee's motion for the approval of such retention and an appeal was
pending in the Third Circuit Court of Appeals. A decision was rendered by the
Third Circuit Court of Appeals on Wednesday March 25, 1998 in which Gibbons,
Del Deo was appointed as legal counsel for the Registrant.
As a result of this delay in the appointment of legal counsel, the
Registrant has been unable to timely complete and review its year-end December
31, 1997 procedures and its Annual Report on Form 10-K with its Trustee and
legal counsel without unreasonable effort and expense. The Registrant is in the
process of completing its Annual Report on Form 10-K and expects to file the
same within the prescribed extension period.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
August J. Liguori 212 696-0808
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report (s) been filed? If the answer is
no, identify report (s).
[x] Yes [ ]No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[x]Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
As previously reported in the Registrant's March 5, 1998 press release,
the Registrant, based upon preliminary unaudited financial statements, is
expected to incur a net loss in the range of $265 - $305 million for the year
ended December 31, 1997 as compared to a net loss of $464.4 million for the
year ended December 31, 1996. Net revenues for the year ended December 31, 1996
were $745.5 and are estimated to be $471.7 for the year ended December 31,
1997. Results for the year ended December 31, 1996 included a non-cash
write-down of goodwill and other intangibles of approximately $278 million
primarily related to the Registrant's trading card and publishing businesses.
Included in the net loss for the year ended December 31, 1997 was a non-cash
write-down of goodwill in the range of $115 - $145 million associated with the
Registrant's trading card and children's activity sticker business. During the
fourth quarter of 1997 the Registrant determined a further impairment of
trading card goodwill occurred as a result of, among other things continued
losses and weakness in the trading card industry. During 1997, the sticker
industry experienced a general softness in market conditions primarily in
Europe, which also gave
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rise to the Registrant's determining that in the fourth quarter an impairment
took place in the goodwill for its sticker business. In addition, for the year
ended 1997, the Registrant incurred approximately $11 million in reorganization
related expenses, interest expense of approximately $48 million (net of the
suspension of adequate protection payments on June 5, 1997 of approximately $29
million), and other non-operating charges of approximately $7 million. As a
result of pending litigation concerning voting control over Toy Biz, as of July
1, 1997, the Registrant deconsolidated Toy Biz from its results of operations.
Revenues for Toy Biz for the year ended 1996 were $221.6 million and for the
six months ended June 30, 1997 were $68.9 million. Accordingly, the estimated
loss for the Registrant for the year ended December 31, 1997, does not include
the operations of Toy Biz for the last six months of 1997. On March 30, 1998
the United States District Court for Delaware reached a decision in which the
Registrant does not have voting control over Toy Biz.
On March 3, 1998 the United States District Court for Delaware approved
the Disclosure Statement for the Plan of Reorganization proposed by Toy Biz,
Inc. and Marvel's secured lenders. The Court has set May 4th and 5th as the
dates for a confirmation hearing for the proposed Toy Biz plan of
reorganization (the "Toy Biz Plan") which will merge Marvel and Toy Biz. The
Toy Biz Plan is subject to approval of creditors of Marvel, confirmation of the
Federal District Court for Delaware and other conditions. There can be no
assurance that the Toy Biz Plan will be confirmed.
Marvel Entertainment Group, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1998 By /s/ August J. Liguori
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Executive Vice President and Chief Financial Officer
Principal Accounting Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
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5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13
(b) of Regulation S-T.
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