UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Marvel Enterprises, Inc.
(Name of Issuer)
Common Stock ($.01 par value) - 57383M108 (CUSIP Number)
Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number)
(Title of Class of Securities)
October 1, 1998
(Date of Event Which Requires Filing of this Statement)
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 page 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).
This Schedule is filed pursuant to the Rule 13d-1(c).
<PAGE>
SCHEDULE 13G
Common Stock ($.01 par value) - 57383M108 (CUSIP Number)
Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number)
1 NAME OF REPORTING PERSON
Meadow Walk Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
Common Stock: 2,197,663 (SEE FT 1)
Preferred Stock: 814,786 (SEE FT 2)
6 SHARED VOTING POWER
0 (SEE FT 3)
7 SOLE DISPOSITIVE POWER
Common Stock: 2,197,663 (SEE FT 1)
Preferred Stock: 814,786 (SEE FT 2)
8 SHARED DISPOSITIVE POWER
0 (SEE FT 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 2,197,663 (SEE FT 1)
Preferred Stock: 814,786 (SEE FT 2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock: 6.4% (SEE FT 5)
- --------------------
(FT 1) THIS NUMBER INCLUDES:
1,351,101 SHARES OF COMMON STOCK PLUS 846,562 SHARES OF COMMON STOCK (ASSUMING
CONVERSION OF ALL SHARES OF PREFERRED STOCK INTO COMMON STOCK; SEE ITEM 4 FOR
FURTHER DETAILS).
(FT 2) THIS NUMBER INCLUDES:
814,786 SHARES OF PREFERRED STOCK (SEE ITEM 4 FOR FURTHER
DETAILS).
(FT 3) BUT SEE ITEM 4
(FT 4) BUT SEE ITEM 4
(FT 5) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF COMMON SHARES
HELD BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3
(SEE ITEM 4 FOR FURTHER DETAILS).
<PAGE>
Preferred Stock: 4.6% (SEE FT 6)
12 TYPE OF REPORTING PERSON
PN
- --------
(FT 6) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF PREFERRED SHARES HELD
BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3 (SEE
ITEM 4 FOR FURTHER DETAILS).
<PAGE>
SCHEDULE 13G
Common Stock ($.01 par value) - 57383M108 (CUSIP Number)
Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number)
1 NAME OF REPORTING PERSON
Barberry Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
Common Stock: 0
Preferred Stock: 0
6 SHARED VOTING POWER
0 (SEE FT 7)
7 SOLE DISPOSITIVE POWER
Common Stock: 0
Preferred Stock: 0
8 SHARED DISPOSITIVE POWER
0 (SEE FT 8)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 0
Preferred Stock: 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
N/A
12 TYPE OF REPORTING PERSON
CO
- --------
(FT 7) BUT SEE ITEM 4
(FT 8) BUT SEE ITEM 4
<PAGE>
SCHEDULE 13G
Common Stock ($.01 par value) - 57383M108 (CUSIP Number)
Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number)
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
Common Stock: 1,070,013 (SEE FT 9)
Preferred Stock: 204,382 (SEE FT 10)
6 SHARED VOTING POWER
0 (SEE FT 11)
7 SOLE DISPOSITIVE POWER
Common Stock: 1,070,013 (SEE FT 9)
Preferred Stock: 204,382 (SEE FT 10)
8 SHARED DISPOSITIVE POWER
0 (SEE FT 12)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- --------
(FT 9) THIS NUMBER INCLUDES:
1,070,013 SHARES OF COMMON STOCK (ASSUMING EXERCISE OF ALL WARRANTS AND
CONVERSION OF SHARES OF PREFERRED STOCK INTO COMMON STOCK, SEE ITEM 4 FOR
FURTHER DETAILS).
(FT 10) THIS NUMBER INCLUDES:
204382 SHARES OF PREFERRED STOCK (ASSUMING EXERCISE OF PREFERRED STOCK WARRANTS,
SEE ITEM 4 FOR FURTHER DETAILS).
(FT 11) BUT SEE ITEM 4
(FT 12) BUT SEE ITEM 4
<PAGE>
Common Stock: 1,070,013 (SEE FT 9)
Preferred Stock: 204,382 (SEE FT 10)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Common Stock: 3.0% (SEE FT 13)
Preferred Stock: 1.1% (SEE FT 14)
12 TYPE OF REPORTING PERSON
PN
- --------
(FT 13) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF COMMON SHARES
HELD BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3
(SEE ITEM 4 FOR FURTHER DETAILS).
(FT 14) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF PREFERRED SHARES
HELD BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3
(SEE ITEM 4 FOR FURTHER DETAILS).
<PAGE>
SCHEDULE 13G
Common Stock ($.01 par value) - 57383M108 (CUSIP Number)
Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number)
1 NAME OF REPORTING PERSON
Icahn, Carl C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0 (SEE FT 15)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0 (SEE FT 16)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
12 TYPE OF REPORTING PERSON
IN
- --------
(FT 15) BUT SEE ITEM 4.
(FT 16) BUT SEE ITEM 4.
<PAGE>
SCHEDULE 13G
Common Stock ($.01 par value) - 57383M108 (CUSIP Number)
Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number)
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0 (SEE FT 17)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0 (SEE FT 18)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
N/A
12 TYPE OF REPORTING PERSON
OO
- --------
(FT 17) BUT SEE ITEM 4.
(FT 18) BUT SEE ITEM 4.
<PAGE>
SCHEDULE 13G
ITEM 1
(a) Name of Issuer: Marvel Enterprises, Inc. (f/k/a Toy Biz,
Inc.)
(b) Address of Issuers Principal Executive Offices:
685 3rd Ave.
New York, New York 10017
ITEM 2 Name, Address and Citizenship of Persons Filing
(a) - (c) The persons filing this statement are Meadow Walk
Limited Partnership ("Meadow Walk"), a Delaware
limited partnership, Barberry Corporation
("Barberry"), a Delaware corporation, High River
Limited Partnership ("High River"), a Delaware
limited partnership, Riverdale LLC (Riverdale"), a
New York limited liability corporation and Carl C.
Icahn, a citizen of the United States of America
(collectively, the "Registrants"). The principal
business address and the address of the principal
office of the Registrants is 100 South Bedford
Road, Mount Kisco, New York 10549, with the
exception of Carl C. Icahn, whose address is c/o
Icahn Associates Corp., 114 West 47th Street, 19th
Floor, New York, New York 10036.
(d) Title of Class of Securities: Common Stock, par value
$.01
Title of Class of Securities: Preferred Stock, par
value $.01
(e) CUSIP Number for Common Stock: 57383M108
CUSIP Number for Preferred Stock: 57383M207
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15
of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance company as defined in Section
3(a)(19) of the Act
(d) / / Investment Company registered under Section 8
of the Investment Company Act
(e) / / Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
Section
240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
(h) / / Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
NOT APPLICABLE
<PAGE>
ITEM 4 Ownership
Ownership as of the filing date:
Meadow Walk has the sole power to vote and dispose of the 2,197,663 shares of
Common Stock and 814,786 shares of Preferred Stock beneficially owned by it.
High River does not share the power to vote or to direct the vote of, or the
power to dispose or to direct the disposition of, the Common and Preferred Stock
owned by it. However, Barberry, as general partner of Meadow Walk, may be
deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3,
to have the shared power with Meadow Walk to dispose or direct the disposition
of, the 2,197,663 shares of Common Stock and 814,786 shares of Preferred Stock
owned by Meadow Walk. Mr. Icahn, as the sole shareholder and managing officer of
Barberry, may be deemed, for the purposes of determining beneficial ownership
pursuant to Rule 13d-3, to have the shared power with Meadow Walk to dispose or
direct the disposition of, the 2,197,663 shares of Common Stock and 814,786
shares of Preferred Stock owned by Meadow Walk.
The filing of this statement on Schedule 13G shall not be construed as an
admission that Mr. Icahn or Barberry is for the purposes of section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner
of any of the 2,197,663 shares of Common Stock and 814,786 shares of Preferred
Stock beneficially owned by Meadow Walk.
High River has the sole power to vote and dispose of the 1,070,013 shares of
Common Stock and 204,382 shares of Preferred Stock beneficially owned by it.
High River does not share the power to vote or to direct the vote of, or the
power to dispose or to direct the disposition of, the Common and Preferred Stock
owned by it. However, Riverdale, as general partner of High River, may be
deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3,
to have the shared power with High River to dispose or direct the disposition
of, the 1,070,013 shares of Common Stock and 204,382 shares of Preferred Stock
owned by High River. Mr. Icahn, as the manager of Riverdale, may be deemed, for
the purposes of determining beneficial ownership pursuant to Rule 13d-3, to have
the shared power with High River to dispose or direct the disposition of, the
1,070,013 shares of Common Stock and 204,382 shares of Preferred Stock owned by
High River.
The filing of this statement on Schedule 13G shall not be construed as an
admission that Mr. Icahn or Riverdale is for the purposes of section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner
of any of the 1,070,013 shares of Common Stock and 204,382 shares of Preferred
Stock beneficially owned by High River.
As of the filing date Meadow Walk owns:
1. 1,351,101 shares of Common Stock and
2. 814,786 shares of Preferred Stock, convertible into Common Stock at the
conversion rate of 1.039.
In addition, High River expects to receive the following warrants pursuant to
the court approved reorganization plan for the case of In Re Marvel
Entertainment Group, Inc., et al.(see Case No. 97-638-RRM, U.S. District Court
for the district of Delaware):
1. 318,788 three-year warrants for Common Stock at $12.00 per
share;
2. 539,873 four-year warrants for Common Stock at $18.50 per
share; and
<PAGE>
3. 204,382 six-month warrants for Preferred Stock at $10.65 per
share.
ITEM 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof,
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities check the following. [ ]
NOT APPLICABLE
ITEM 6 Ownership of More than Five Percent on Behalf of
Another Person
Other than Registrants, no person is known to have the right to
receive, or the power to direct the receipt of, dividends from,
or the proceeds from, the sale of the securities.
ITEM 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
NOT APPLICABLE
ITEM 8 Identification and Classification of Members of the
Group
ITEM 8 is hereby amended by deleting the second sentence and inserting a new
sentence in place thereof.
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10 Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the Issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement on Schedule 13G is true, complete and
correct.
Dated: February 12, 1999
/s/ Carl C. Icahn
---------------------------------
Carl C. Icahn
RIVERDALE LLC
By: /s/ Carl C. Icahn
-----------------------------
Carl C. Icahn
Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
By: /s/ Carl C. Icahn
----------------------------
Carl C. Icahn
Manager
BARBERRY CORPORATION
By: /s/ Carl C. Icahn
-----------------------------
Carl C. Icahn
President
MEADOW WALK LIMITED PARTNERSHIP
By: Barberry Corporation
By: /s/ Carl C. Icahn
----------------------------
Carl C. Icahn
Manager
(Signature page of Schedule 13G - Marvel)
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock, par value $.01 per share and
Preferred Stock, $.01 par value per share of Marvel Enterprises, Inc. and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 12th day of February, 1999.
Dated: February 12, 1999
By: /S/ CARL C. ICAHN
Carl C. Icahn
RIVERDALE LLC
By: /S/ CARL C. ICAHN
Carl C. Icahn
Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
By: /S/ CARL C. ICAHN
Carl C. Icahn
Manager
BARBERRY CORPORATION
By: /S/ CARL C. ICAHN
Carl C. Icahn
President
MEADOW WALK LIMITED PARTNERSHIP
By: Barberry Corporation
By: /S/ CARL C. ICAHN
Carl C. Icahn
Manager
(Signature page of Schedule 13G - Joint Filing Agreement for Marvel)
