UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 24, 1997
MARVEL HOLDINGS INC.
Delaware 33-62366 13-3709544
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation
c/o Icahn Associates Corp., 767 Fifth Ave., 47th Floor, New York, New York
10153
(Address of principal executive offices and Zip Code)
(212) 702-4300
(Registrant's telephone number, including area code)
5900 North Andrews Avenue, Ft. Lauderdale, Florida 33309
(Former Name or Former Address, if changed since last report)
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Item 1. Control.
Marvel Holdings Inc. ("Marvel Holdings") is a wholly owned subsidiary of
Marvel (Parent) Holdings Inc. ("Marvel Parent"). In 1993, Marvel Parent,
pursuant to that certain indenture (the "Marvel Parent Indenture") dated
October 1, 1993 between Marvel Parent and Nationsbank of Georgia, National
Association, issued $251,678,000 principal amount at maturity of Senior
Secured Discount Notes due 1998 (the "Marvel Parent Notes"). The Marvel
Parent Indenture provides, among other things, that the Marvel Parent Notes
are secured by a pledge of 100 percent of the shares of common stock, $.01 par
value, of Marvel Holdings (the "Holdings Stock"), and approximately 19.64% of
the shares of common stock, $.01 par value, of Marvel Entertainment Group,
Inc. ("Marvel").
On December 27, 1996, Marvel, eight of its direct and indirect
subsidiaries (collectively with Marvel, the "Marvel Debtors") and each of
Marvel Holdings, Marvel Parent and Marvel Parent's parent, Marvel III Holdings
Inc. ("Marvel III"; collectively with Marvel Holdings and Marvel Parent, the
"Marvel Holding Debtors"), filed petitions 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"). The bankruptcy proceedings
commenced by the Holding Debtors have not been procedurally consolidated and
are not jointly administered with the bankruptcy proceedings of the Marvel
Debtors. The filing of bankruptcy by Marvel Parent was an event of default
under the Marvel Parent Indenture.
On January 9, 1997, the United States Trustee appointed an Official
Bondholders Committee (the "Bondholders Committee") to represent the interests
of all holders of the Marvel Parent Notes and certain other notes issued by
Marvel Holdings and Marvel III (collectively, with the Marvel Parent Notes the
"Holding Company Notes").
On January 13, 1997, the Bondholders Committee, together with LaSalle
National Bank, as successor indenture trustee with respect to all of the
Holding Company Notes (the "Trustee"), moved for relief from the automatic
stay in the Holding Debtors' bankruptcy proceeding in order to vote and to
foreclose upon the shares of common stock of Marvel and the Holding Debtors
that are pledged to secure repayment of the Holdings Company Notes, including,
without limitation, the Holdings Stock (collectively the "Pledged Stock"). On
February 26, 1997, the Bankruptcy Court entered an order lifting the automatic
stay to permit the Bondholders Committee and the Trustee, on behalf of
bondholders, to vote and to foreclose upon the Pledged Stock.
On April 24, 1997, the Trustee, acting pursuant to the written
instructions of the holders of a majority of the Marvel Parent Notes notified
Marvel Parent that, in accordance with Section 10.05(c) of the Marvel Parent
Indenture, the rights of Marvel Parent to exercise the voting and other
consensual rights relating to Marvel Parent's ownership of the Holdings Stock,
all of which was pledged to the Trustee under the Marvel Parent Indenture,
were terminated as of 3:00 p.m. (New York time) on such date and that as of
such time and date all such rights were vested in the Trustee in accordance
with the terms of the Marvel Parent Indenture.
Immediately after giving the foregoing notice, the Trustee exercised
voting power with respect to the Holdings Stock by executing a written consent
as the sole stockholder of Marvel Holdings, dated April 24, 1997, removing all
of the then-current members of the Board of Directors of Marvel Holdings,
namely, Ronald O. Perelman, Donald A. Drapkin, William C. Bevens, Irwin
Engelman and Laurence Winoker, and replacing them with the following
individuals: Carl C. Ichan, Robert J. Mitchell and Vincent Intrieri.
<PAGE>
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 HOLDINGS INC.
Date: May 9, 1997 By: /s/ Vincent J. Intrieri
Name: Vincent J. Intrieri
Title: Secretary and Treasurer
Signature page for Form 8-K filed with respect to change in control of Marvel
Holdings Inc.
