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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 21, 1998
MARVEL ENTERTAINMENT GROUP, INC.
(Exact name of Registrant as specified in Charter)
Delaware 1-10779 94-3024816
------------------------- ------------ ---------------------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
387 Park Avenue South, New York, New York 10016
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(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (212) 696-0808
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Not Applicable
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(Former name and former address, as changed since last report)
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ITEM 5. OTHER EVENTS
On April 21, 1998, the Company issued a press release announcing that
the financial advisor of John J. Gibbons, Chapter 11 trustee for the Company,
had received a letter of intent submitted by legal counsel for High River
Limited Partnership and Westgate International L.P. on their behalf. The press
release also announced that the Company had received a letter from the New York
Stock Exchange ("NYSE") confirming that trading in the common stock of the
Company was suspended on Friday April 17, 1998 and application will be made by
the NYSE to the Securities and Exchange Commission to delist the stock. Copies
of the press release, the letter of intent, as amended, and the NYSE letter are
attached hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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99.1 Press Release of the Company dated April 21, 1998
99.2 Letter of Intent dated April 18, 1998, as amended
99.3 Letter from NYSE to the Company dated April 20, 1998
FORWARD-LOOKING STATEMENT:
Statements made in this Form 8-K such as "intended",
"estimated", "believe", "expect", "anticipates" and similar expressions which
are not historical are forward-looking statements that involve risks and
uncertainties. Such statements include, without limitation, the Company's
expectation as to future financial performance. In addition to factors that may
be described in the Company's Securities and Exchange Commission filings,
including this filing, the following factors, among others, could cause the
Company's financial performance to differ materially from that expressed in any
forward-looking statements made by, or on behalf of, the Company: (i) the
ability of the Debtor Companies to successfully reorganize in bankruptcy and
the timing and outcome of such bankruptcy proceedings and the resolution of the
Company's dispute with Toy Biz; (ii) the ability of the Company to obtain an
additional or new debtor loan or other financing; (iii) continued weakness in
the comic book market which cannot be overcome by the Company's new editorial,
production and distribution initiatives in comic publishing; (iv) continued
general weakness in the trading card and children's activity sticker market;
(v) the effectiveness of the Company's changes to its trading card and
publishing distribution; (vi) a decrease in the level of media exposure or
popularity of the Company's characters resulting in declining revenues based on
such characters; (vii) the lack of continued commercial success of properties
owned by major licensors which have granted the Company licenses for its sports
and entertainment trading card and sticker businesses; (viii) unanticipated
costs or delays in completing projects associated with the Company's' new
ventures including media, interactive software and on-line services and theme
restaurants; or (ix) the ability of the Company to make its information systems
Year 2000 compliant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARVEL ENTERTAINMENT GROUP, INC.
(Registrant)
Dated: April 22, 1998 By: /s/ August J. Liguori
---------------------
Name: August J. Liguori
Title: Executive Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
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99.1 Press Release of the Company dated April 21, 1998
99.2 Letter of Intent dated April 18, 1998, as amended
99.3 Letter from NYSE to the Company dated April 20, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MARVEL ENTERTAINMENT GROUP, INC. RECEIVES ALTERNATIVE PROPOSAL
MARVEL COMMON STOCK TRADING
SUSPENDED BY NEW YORK STOCK EXCHANGE
NEW YORK, NY, April 21, 1998. Marvel Entertainment Group, Inc.
("Marvel") announced today that the financial advisor of John J. Gibbons,
Chapter 11 trustee for Marvel, had received a letter of intent submitted by
legal counsel for High River Limited Partnership and Westgate International
L.P. on their behalf. The letter of intent proposes a purchase of the assets of
Marvel excluding the capital stock and assets of Marvel's subsidiary Panini,
S.p.A., and the capital stock and assets of Fleer Confection and its related
international activities, and also excluding those leases and executory
contracts the sale and assignment of which the acquiring company has not, in
its sole discretion, agreed to accept and certain causes of action against
holders of certain senior secured claims. The transaction proposed by the
letter of intent is subject to several conditions, some of which may not be
able to be satisfied. The consideration proposed to be paid for the acquired
assets is $475 million.
The Chapter 11 trustee for Marvel indicated he intends to review
the letter of intent and has not indicated whether he will sign the letter. The
letter of intent expires by its terms on April 22, 1998 at 5:30 p.m. New York
time if the Chapter 11 trustee has not delivered a copy of the letter of intent
to the purchasers by that time signed by him. Neither Houlihan Lokey Howard &
Zukin, the Chapter 11 trustee's financial advisor, nor Mr. Gibbons has made any
determinations regarding the proposed letter of intent or its value to
creditors of Marvel versus the plan of reorganization of Marvel currently
proposed by Toy Biz, Inc. and certain of Marvel's secured lenders. Marvel
stated it will file a copy of the letter of intent with the Securities and
Exchange Commission.
Marvel also announced that it had received a letter from the New York
Stock Exchange confirming that trading in the common stock of Marvel was
suspended on Friday, April 17, 1998 and application will be made by the NYSE to
the Securities and Exchange Commission to delist the stock..
Marvel Entertainment Group, Inc. is a leading youth entertainment
company. Operations include publishing of comic books, trading cards and
activity stickers; and licensing of its characters for consumer products, media
and advertising promotions.
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Exhibit 99.2
[Letterhead of Berlack, Israels & Liberman LLP]
April 18, 1998
VIA TELECOPY
David A. Preiser William G. Peluchiwski
Houlihan Lokey Howard & Zukin Houlihan Lokey Howard & Zukin
31 West 52nd Street 20 South Clark Street
New York, New York 10019 Chicago, Illinois 60603
RE: MARVEL ENTERTAINMENT GROUP, INC., ET AL.
----------------------------------------
Dear David and Bill:
Following our meeting yesterday, I have been authorized to submit this
letter of intent (the "Letter of Intent") to you, in your capacity as the
financial advisor to John Gibbons, the chapter 11 trustee appointed in the
above referenced cases (the "Trustee"). This Letter of Intent is being
submitted on behalf of High River Limited Partnership ("High River") and
Westgate International L.P. ("Westgate" and, together with High River (and any
of their respective designees) the "Purchasers"). This Letter of Intent is for
the acquisition (the "Acquisition) of substantially all of the assets and
properties, other than the Excluded Assets (as that term is defined below), of
Marvel Entertainment Group, Inc. and each of its subsidiaries (the "Marvel
Entities"), certain of which are the subject of chapter 11 proceedings
currently pending before the United States District Court for the District of
Delaware (the "District Court") in cases bearing Civil Action No. 97-638 (RRM).
All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Second Amended Joint Plan of Reorganization Proposed By The
Secured Lenders And Toy Biz, Inc. (the "TB Plan").
1. Acquired Assets and Excluded Assets. Subject to the satisfaction of
the conditions set forth below, the Purchasers shall capitalize a new
corporation ("NewCo") in the manner required pursuant to paragraph 8 hereof
(the "Capitalization Requirement"), and, in a transaction consummated pursuant
to Section 363 of the Bankruptcy Code, NewCo shall acquire, free and clear of
all liens, claims, charges, and encumbrances, all of the assets, rights and
properties, of every kind, nature and description, of the Marvel Entities
(collectively, the Acquired Assets"), excluding only (i) the capital stock and
assets of Panini, S.p.A. ("Panini"); (ii) those leases and executory contracts
the sale or assignment of which NewCo has not, in its sole discretion, agreed
to accept (the "Excluded Contracts"); (iii) the books and records (including
minute books, stock ledgers and tax returns) of the Marvel Entities (the
"Records"); and (iv) Causes of Action against the holders of Fixed Senior
Secured Claims, other than Dickstein (the
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"Non-Purchased Claims", which, together with Panini, the Excluded Contracts,
and the Records are collectively referred to as the "Excluded Assets").
Notwithstanding the foregoing, the Purchasers shall have the right to reject
any portion of the Acquired Assets without any adjustment to the Purchase Price
(as that term is defined below) by providing the Trustee with written notice of
such rejection at least two business days prior to the hearing on the Sale
Motion (as that term is defined below), in which case such assets shall be
deemed Excluded Assets.
2. Consideration. NewCo's purchase consideration for the Acquired Assets
shall be $475 million in cash (the "Purchase Price") to be paid to the Trustee
at Closing from the principle portion of the Escrow (as those terms are defined
below), subject to the adjustments discussed in paragraph 7 below.
3. Closing. The closing of the transactions contemplated herein (the
"Closing"), shall occur on the later of (a) the eleventh day after the entry by
the District Court of the Sale Order containing the Transfer Finding (as those
terms are defined below ), unless such Sale Order or the closing of the
transactions contemplated herein are the subject of a stay, in which case the
Closing shall occur on the second business day following the stay being lifted;
(b) the satisfaction or waiver of the conditions set forth in paragraph 9
below; or (c) such other time as the parties may agree; provided, however, that
in no event may the Closing take place later than October 14, 1998 in the
absence of an Election (as that term is defined below). The parties hereto
agree that time is of the essence with respect to the transactions contemplated
hereby.
4. Procedures.
(a) by executing this Letter of Intent, the Trustee shall become
obligated to utilize his good faith, best efforts to (i) obtain prompt entry of
an order of the District Court temporarily staying all discovery in connection
with a contested confirmation hearing with respect to the TB Plan, such relief
to be sought on or before April 23, 1998; provided, however that if the
Purchasers fail to establish the Escrow (as that term is defined below), or
they fail to execute the Purchase Agreement prior to June 1, 1998, or the
District Court denies the relief sought in the Procedures Order, then, and in
either of those events, the stay of discovery shall be deemed automatically
lifted; (ii) oppose the termination of the stay of the confirmation hearing
previously entered by the Third Circuit Court of Appeals; and (iii) support the
appeal of the District Court's summary judgment order with regard to the Toy
Biz control issues (the "Appeal").
(b) within 7 days following the execution of this Letter of Intent by
the Trustee, but in no event later than April 30, 1998, the Trustee shall file
a motion (the "Procedures Motion") seeking, among other things, expedited
approval of the operative provisions of paragraph 5(b) of this Letter of Intent
in the form of a District Court order in form and substance reasonably
acceptable to the Purchasers (the "Procedures Order"). Following entry of the
Procedures Order and an order of the Third Circuit sustaining the Appeal, but
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in no event later than July 31, 1998, the Trustee shall file a motion (the
"Sale Motion") seeking approval of the transactions contemplated herein,
pursuant to Section 363 of the Bankruptcy Code, subject to the receipt by the
Trustee of higher and better offers for the Acquired Assets, in the form of a
District Court order in form and substance reasonably acceptable to the
Purchasers, which order (the "Sale Order"), shall determine, among other
things, that, assuming the Appeal is successful, following the Closing, NewCo
shall be entitled to exercise voting control over Toy Biz, Inc. (the "Transfer
Finding"); provided, however, that notwithstanding the absence of either an
order sustaining the Appeal or a Sale order containing the Transfer Finding,
the Purchasers may elect, by notice given to the Trustee no later than October
14, 1998, to go to Closing of the Acquisition, without any adjustment to the
Purchase Price (the "Election").
5. Fees And Overbid Protections. The Procedures Order shall provide:
(a) for procedures for the submission of competing bids for the
purchase of the Acquired Assets on such terms and conditions as the Trustee
reasonably determines are acceptable; and
(b) that the Trustee, and by and through him, the Marvel Entities
shall be jointly and severally obligated, as a first priority, administrative
expense of their respective estates, to pay to the Purchasers a fee equal to $2
million (the "Break-Up Fee"), in the event, and at the time, that all or a
substantial portion of the Acquired Assets are sold, transferred, assigned, or
otherwise disposed of (including through the confirmation of a plan of
reorganization or liquidation), for any reason whatsoever, in a manner
inconsistent with the Acquisition; provided that the failure of the
transactions contemplated hereby are not the result of a material breach by the
Purchasers or NewCo.
6. Purchase Agreement, Escrow and Relied Documentation. Promptly after
the entry of the Procedures Order, the Purchasers and the Trustee shall
negotiate in good faith a definitive purchase agreement (the "Purchase
Agreement") containing terms consistent with this Letter of Intent. Upon
execution of the Purchase Agreement, which shall take place on or before June
1, 1998, Purchasers shall cause cash in the amount equal to the Purchase
Consideration to be placed into an escrow account, pursuant to customary terms
and conditions, to secure NewCo's obligations thereunder (the "Escrow"). The
Purchase Agreement shall contain other customary terms and conditions,
including, without limitation, customary representations and warranties,
interim operating restrictions, and terms regarding post closing assurances and
cooperation, in each case taking into account the Marvel Entities' status as
debtors in possession. The Purchase Agreement and the Sale Order shall each
provide for the sale and or assignment of the Acquired Assets to NewCo, free
and clear of all claims, liens, encumbrances, debts and charges of any kind or
nature, whatsoever.
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7. Assumption and Assignment The Trustee shall obtain authorization from
the District Court as part of the Sale Order to assume and assign all licenses,
executory contracts and unexpired leases to NewCo through the following
procedures:
(a) the licenses, executory contracts and unexpired leases to be
assigned to NewCo shall be designated by the Purchaser and shall be
identified (by the applicable Marvel Entity, the date of the license,
contract or lease (if available), the other party to the license,
contract or lease, and the address of such party) on an exhibit
attached to the Sale Motion. In addition, such exhibit shall set forth
the amount, if any, necessary for the applicable Marvel Entity to cure
existing defaults under each such license, contract and lease as
determined by the Trustee based on the Marvel Entities' books and
records;
(b) there shall be deducted from the Purchase Price payable at the
Closing, the amounts set forth on the exhibit referred to in paragraph
(a) above (or such other amounts as are specified by Court order), as
the "cure amounts" of assuming the licenses, the executory contracts
and unexpired leases and no amounts other than such cure amounts shall
be required to be paid by either the Purchasers or NewCo. to assume
such licenses, contracts and leases; and
(c) In consideration of the Purchasers' agreement to satisfy the
Capitalization Requirements set forth in paragraph 8 below, the Sale
Motion shall include a request that the only adequate assurance of
future performance required under Section 365(f)(2) of the Bankruptcy
Code is NewCo's promise to perform its obligations under the licenses,
executory contracts and unexpired leases to be assumed. The District
Court order authorizing the assignment to NewCo of such licenses,
executory contracts and unexpired leases shall provide that upon such
assignment to the NewCo, all defaults shall have been deemed cured.
8. NewCo Capitalization Requirements
(a) The Purchasers shall be required to contribute $475 million toward
the capitalization of NewCo in the form of $200 million in debt and $275
million in equity (exclusive of a reasonably necessary working capital line).
(b) Following the Closing, NewCo shall have 50 million shares of
common stock outstanding and the Purchasers shall be obligated to transfer, or
cause to be transferred, for the exclusive and ratable benefit of holders of
Equity Interests and holders of public debt issued by the Holdings Debtors, the
following consideration:
(i) 7.5% of the common stock of NewCo;
(ii) 2.5 million 3 year warrants for NewCo common stock at a strike
price of $10.50;
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(iii) 4.0 million 5 year warrants for NewCo common stock at a strike
price of $15.00;
(iv) certificates in a trust representing all of NewCo's acquired
interests in the Causes of Action; and
(v) a commitment from NewCo to make periodic loans of up to $5 million
to fund the prosecution of the Causes of Action.
9. Conditions and Consequence of Failure of Conditions.
(a) The obligation of the Purchasers and NewCo to consummate the
transactions contemplated hereby is expressly subject to the satisfaction of
the following conditions, each of which the Purchasers shall be entitled to
waive in its sole and absolute discretion; provided, however that the
Purchasers may not waive the condition set forth in clause (viii) below in the
absence of an Election:
(i) This Letter of Intent shall be signed by the Trustee
on or before April 22, 1998;
(ii) The Procedures Motion shall be filed on or before
April 30, 1998;
(iii) The Procedures Order shall have been entered on or
before May 15, 1998;
(iv) The receipt, on or before October 1, 1998, of all
necessary foreign, federal, state and local
governmental and third party consents, permits,
authorizations and approvals
(v) The absence of any material adverse change in the
Acquired Assets or The Marvel Entities' business
operations following the date of this Letter of
Intent through Closing;
(vi) The absence of any material breach by the Trustee of
his obligations under this Letter of Intent or the
Purchase Agreement;
(vii) The Sale Order containing a Transfer Finding shall
have been entered on or before August 31, 1998; and
(viii) The Closing Date shall have occurred on or before
October 14, 1998.
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(b) In the event the Purchasers materially breach their obligations in
this Letter of Intent or, in the event of a failure of the conditions set forth
in paragraphs 9 (a)(vii) or (viii) without an Election having been made, then,
and in either of those events, the Purchasers shall be deemed to have
withdrawn, with prejudice, any and all objections to confirmation of the TB
Plan; provided that the TB Plan is first modified to provide for (i) a
distribution thereunder to holders of Equity Interests (including the holders
of Holdings' Debtors' public debt) of such consideration as the Trustee, the
Purchasers and the Official Equity Committee may reasonably agree; (ii) the
Plan Proponents' agreement not to challenge the allowance, voting rights or
distributive priorities of the Senior Secured Claims beneficially owned by the
Purchasers; and (iii) the non-discharge of Marvel's obligations to its
directors serving as of June 21, 1997.
10. Conduct of Business. From the date of the execution by you of this
Letter of Intent through the Closing, the Trustee shall cause the Marvel
Entities to: (a) conduct their respective businesses and operations in the
ordinary course in a manner consistent with reasonable business practices
(taking into account their debtor in possession status); (b) use their best
efforts to maintain their respective business operations, employees, customers,
and assets as an ongoing business operation as presently conducted (taking into
account their debtor in possession status); (c) not enter into any transaction
with respect to, impair, or place any lien on, any of the Acquired Assets,
other than the sale of inventory in the ordinary course of business; (d) not
enter into any new employment contracts or increase any employees' or officers'
compensation, term of employment, incentive arrangement or other benefits
(other than those which are the subject of any motion currently pending); or
(e) assume or reject any contract, lease, or other agreement, or enter into any
settlement, without the prior written consent of the Purchasers, which consent
shall not be unreasonably withheld.
11. Cooperation. The Trustee hereby agrees to allow and/or provide the
Purchaser and its financial and legal representatives access at reasonable
times to (a) all of the Marvel Entities' facilities, management personnel,
independent public accountants, financial and legal representatives, and (b)
all of the Marvel Entities' books and records. From and after the date hereof,
the Trustee shall use his good faith, best efforts to (i) obtain District Court
approval of the Procedures Order and the Sale Order; (ii) obtain all third
party and governmental approvals necessary or desirable to consummate the
transactions contemplated hereby; and (iii) assist the Purchasers in satisfying
the conditions to the Purchasers' obligations hereunder.
12. Binding Effect. Upon the Trustee's execution of this Letter of Intent,
the provisions of paragraphs 4, 10 and 11 hereof shall constitute binding and
enforceable contractual obligations of the Trustee, and by and through him, the
Marvel Entities and their respective successors and assigns. Upon entry of the
Procedures Order, the provisions of paragraph 5(b) hereof shall constitute the
binding and enforceable contractual obligations of the Marvel Entities and
their respective successors and assigns. All other provisions hereof represent
the non-binding expressions of the intent of the
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parties hereto. The rights and obligations of the parties with respect to the
acquisition of the Acquired Assets will only be set forth in a definitive
purchase agreement executed by the Purchasers and the Trustee.
13. Entire Agreement. This Letter of Intent supersedes and replaces all
prior understandings and agreements among the parties hereto relating to the
subject matter hereof. Except as otherwise provided, this Letter of Intent
shall not confer any rights or remedies (including, without limitation, any
rights or remedies as a third-party beneficiary) upon any person or entity
other than the parties hereto and their respective successors and assigns.
14. Governing Law. All questions concerning the construction, validity and
interpretation of this Letter of Intent shall be governed by and construed in
accordance with the domestic laws of the State of New York, without giving
effect to any choice of law or conflict of law provision (whether of the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York. Each of the parties
hereto hereby agrees to submit to the jurisdiction of the District Court for
purposes of all disputes among the parties over which the District Court
otherwise has subject matter jurisdiction arising out of this Letter of Intent.
15. Counterparts. This Letter of Intent may be executed in one or more
counterparts (including execution by facsimile transmission if followed by
overnight courier of original signatures), all of which taken together shall
constitute one and the same instrument.
If this Letter of Intent adequately expresses the terms we discussed
and are acceptable to the Trustee, please arrange to have the Trustee evidence
his agreement by signing and returning a copy of this Letter of Intent to
Purchasers c/o Berlack, Israels & Liberman LLP, 120 West 45th Street, New York,
New York 10036, (212) 704-0100 (telephone), (212) 704-0196 (telecopy),
attention: Edward S. Weisfelner, Esq.. This Letter of Intent will expire
without further action by the Purchasers at 5:30 p.m. New York time on April
22, 1998 if Purchasers have not received, at or prior to such time, a copy of
this Letter of Intent signed by the Trustee.
We look forward to working with you to effectuate this transaction.
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Sincerely,
Berlack, Isreals & Liberman LLP, as
counsel to the Purchasers
By: /s/ Edward S. Weisfelner
----------------------------------
Edward S. Weisfelner
cc: The Honorable John J. Gibbons
Frank Vecchione, Esq.
Gary Schildhorn, Esq.
THE UNDERSIGNED, IN HIS CAPACITY AS THE CHAPTER 11 TRUSTEE OF THE ABOVE
REFERENCED DEBTORS, HEREBY AGREES TO AND ACCEPTS THE TERMS AND CONDITIONS OF
THIS LETTER OF INTENT
By:
---------------------------------
John J. Gibbons
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[Letterhead of Houlihan Lokey Howard & Zukin Capital]
April 20, 1998
Edward S. Weisfelner, Esquire
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, NY 10036
Subject: Marvel Entertainment Group, Inc. Letter of Intent Acknowledgement
of Changes
Dear Mr. Weisfelner:
Per our discussion today, it is our understanding that the Letter of Intent
dated April 18, 1998 submitted by High River Limited Partnership and Westgate
International L.P. will be modified to reflect the following changes:
1) The Acquired Assets will exclude the capital stock and assets of Fleer
Confection and its related foreign subsidiaries and partnerships.
Fleer Confection is a subsidiary of Fleer/Skybox International. There
will be no adjustment to the all cash purchase price of $ 475 million
per the Letter of Intent,
2) in Section 9(b) the Purchasers and the Official Equity Committee agree
to be bound by the revised settlement agreement negotiated by the
Trustee in his sole discretion.
The above items reflect the modifications, which we discussed. These changes
need to be reflected in the forthcoming revised Letter of Intent.
Sincerely,
/s/ William G. Peluchiwski
William G. Peluchiwski
Senior Vice President
Agreed to by:
Berlack, Israels & Liberman LLP as counsel to the Purchasers
By: /s/ Edward S. Weisfelner
Edward S. Weisfelner
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Exhibit 99.3
[Letterhead of New York Stock Exchange, Inc.]
April 20, 1998
Mr. August J. Liguori
Vice President & Chief Financial Officer
Marvel Entertainment Group, Inc.
387 Park Avenue South
New York, NY 10016
Dear Mr. Liguori:
This will confirm our verbal advice to you that trading in the Common Stock of
Marvel Entertainment Group, Inc. was suspended on Friday, April 17, 1998 and
application will be made to the Securities and Exchange Commission to delist
the issue.
The decision was reached in view of the fact that the company, which announced
on December 27, 1996 that it filed for protection under Chapter 11 of the
United States Bankruptcy Code, is below the Exchange's continued listing
criteria, as stated in Paragraph 802.00 of the NYSE Listed Company Manual,
related to net tangible assets available to common stock (less than $12
million) together with a 3-year average net income (less than $600 thousand).
Under the Exchange's delisting procedure, a copy of which is enclosed, the
Company has a right to a hearing before a Committee of the Board of Directors
of the Exchange, provided a written request for such a hearing is filed with
the Secretary of the Exchange within 20 days after receipt of this notice.
Please call Glenn Tyranski at (212) 656-5142 or me if you have any questions.
Sincerely,
/s/ Catherine R. Kinney
cc: Glenn Tyranski, NYSE
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