UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MARVEL ENTERPRISES, INC. (formerly Toy Biz, Inc.)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
57383M108
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(CUSIP Number)
Jessica Forbes, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8558
October 16, 1998
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format should include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
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 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. 57383M108 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Whippoorwill Associates Inc.
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO; WC
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 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,571,817
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
3,571,817
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,571,817
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
<PAGE>
SCHEDULE 13D
CUSIP No. 57383M108 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Whippoorwill/Marvel Obligations Trust - 1997
13-2780552*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
4 SOURCE OF FUNDS (See Instructions)
OO; WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,769,538
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
2,769,538
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,769,538
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14 TYPE OF REPORTING PERSON (See Instructions)
OO (Trust)
* IRS Id No. of Trustee (Continental Stock Transfer & Trust Company)
<PAGE>
SCHEDULE 13D
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This Amendment No. 1 to Schedule 13D amends and supplements the
Statement on Schedule 13D relating to the Common Stock, par value $.01 per
share (the "Common Stock"), of Marvel Enterprises, Inc., a Delaware
corporation (the "Issuer"), filed on October 13, 1998 (with all exhibits
attached thereto, the "Original Schedule 13D") by Whippoorwill Associates,
Inc. ("Whippoorwill") and Whippoorwill/Marvel Obligations Trust - 1997 (the
"Trust").
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Original
Schedule 13D.
Item 1. Security and Issuer.
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Unchanged.
Item 2. Identity and Background.
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Unchanged
Item 3. Source and Amount of Funds or Other Consideration.
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Unchanged.
Item 4. Purpose of Transaction.
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Unchanged
Item 5. Interest in Securities of the Issuer.
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Unchanged
Item 6. Contracts Arrangements, Understandings or Relationships With
- ------- Respect to Securities of the Issuer.
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Item 6 is hereby amended and supplemented by adding the following:
On October 16, 1998, the Stockholders' Agreement and the
Registration Rights Agreement were finalized and delivered by the parties
thereto. Copies of the Stockholders' Agreement and the Registration Rights
Agreement are attached hereto as Exhibit C and Exhibit D, respectively, and
are incorporated herein by reference.
<PAGE>
Item 7. Material to be Filed as Exhibits.
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Item 7 is hereby amended and supplemented by adding the following:
Exhibit C: Stockholders' Agreement dated as of October 1, 1998, by and
among the Investor Group, the Lender Group, and the Issuer (incorporated by
reference to Exhibit 99.4 of the Issuer's Current Report on Form 8-K/A
(Commission File No. 1-13638) filed with the SEC on October 16, 1998).
Exhibit D: Registration Rights Agreement, dated as of October 1, 1998,
by and among the Issuer, Whippoorwill (as agent for the Holders), the
Trust, and certain purchasers of 8% Preferred Stock (incorporated by
reference to Exhibit 99.5 of the Issuer's Current Report on Form 8-K/A
(Commission File No. 1-13638) filed with the SEC on October 16, 1998).
<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: October 22, 1998
WHIPPOORWILL ASSOCIATES, INC.
By: /s/ Pamela Lawrence
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Name: Pamela Lawrence
Title: Vice President
WHIPPOORWILL/MARVEL
OBLIGATIONS TRUST - 1997
By: Continental Stock Transfer & Trust
Company, as Trustee
By: /s/ Michael Nelson
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Name: Michael Nelson
Title: President
