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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): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[x] Form 10-Q [ ]Form N-SAR
For Period Ended: June 30, 1998
[ ] 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 appropriate box.)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N- SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25 (c)
has been attached if applicable.
PART III
NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period . (Attach extra sheets if needed.)
As a result of the Chapter 11 filing on December 27, 1996 and the
significant litigation that has arisen therefrom, a global settlement was
reached on July 30, 1998 by and between the Company, Toy Biz, the secured
lenders, the equity holders and other interested parties. On July 31, 1998, the
District Court confirmed the Fourth Amended Joint Plan of Reorganization (the
amended Third Joint Plan of Reorganization). The Company anticipates
consummation of the Fourth Amended Joint Plan of Reorganization on or about
September 30, 1998. As a result of the global settlement, the District Court
confirmation and the anticipated consummation of the Fourth Amended Joint Plan
of Reorganization, the Registrant has been unable to timely complete its
Quarterly Report on Form 10-Q for the period ended June 30, 1998 without
unreasonable effort and expense. The Company expects to file
the Quarterly Report on Form 10-Q 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) It is anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[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.
For the quarter ended June 30, 1998, the Registrant incurred a net loss of
$12.8 million or ($0.13) per share as compared to a net loss of $41.9 million
or ($0.41) per share for the same period in 1997. The second quarter loss was
due in part to the continued significant reorganization costs incurred
associated with the bankruptcy proceedings as well as interest expense and
goodwill amortization. The Company's operations have showed a slight profit due
to it's marketing efforts to support the sale of 1998 World Cup Soccer
Tournament stickers. In addition the Company's publishing and trading card
markets continued to contract at a slower rate. The Company continued to accrue
royalty costs in excess of earned amounts related to several third party
licenses. However, on July 31, 1998, the Company entered into a settlement
agreement with NBA Properties as to future royalty minimum amounts, the
settlement of past due royalty amounts and the dismissal of the NBA Properties
lawsuit filed against Panini. The Company believes that the future royalty
minimum amount is consistent with current and expected basketball trading card
sales levels. Since July 1, 1997, due to the dispute over Marvel's ability to
control or influence Toy Biz and because Toy Biz ceased reporting its financial
information to the Company, the Company deconsolidated Toy Biz. As a result,
the result of operations for the quarter ended June 30, 1998 do not include Toy
Biz.
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 August 14, 1998 By /s/ August J. Liguori
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Executive Vice President, Finance
Chief Financial Officer
(Principal Accounting Officer)
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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 Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13
(b) of Regulation S-T.
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