SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Marvel Enterprises,Inc.
(formerly Toy Biz, Inc.
-----------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
57383M 10 8
-----------
(CUSIP Number)
Alan S. Cooper
Dickstein Partners Inc.
660 Madison Avenue, 16th Floor
New York, New York 10021
(212) 754-4000
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 1, 1998
---------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13(d)-1(f) or 13d-1(g), check the following
box: |_|
Page 1 of 26 pages
Exhibit Index appears on page 22
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 2 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, 00 (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 3,972,003 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Not Applicable
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
3,972,003 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,972,003/1/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
- --------
/1/ Includes 2,513,974 shares of Common Stock that the Reporting Person has the
right to acquire upon conversion of 2,419,609 shares of the Issuer's 8%
Convertible Exchangeable Preferred Stock (the "Preferred Stock") held by the
Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 3 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, 00 (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 437,268 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Not Applicable
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
437,268 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,268/2/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
- --------
/2/ Includes 241,648 shares of Common Stock that the Reporting Person has the
right to acquire upon conversion of 232,577 shares of Preferred Stock held by
the Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 4 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, 00 (See Item 3)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 1,451,272 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Not Applicable
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
1,451,272 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,272/3/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------
/3/ Includes 837,305 shares of Common Stock that the Reporting Person has the
right to acquire upon conversion of 805,876 shares of Preferred Stock held by
the Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 5 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
AF, 00 (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,409,271 (See Item 5)
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Not Applicable
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
4,409,271 (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,409,271/4/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
- --------
/4/ Includes 2,755,622 shares of Common Stock issuable upon conversion of
2,652,186 shares of Preferred Stock that may be deemed to be beneficially owned
by the Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 6 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
AF, 00 (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 5,860,543 (See Item 5)
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Not Applicable
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
5,860,543 (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,860,543/5/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------
/5/ Includes 3,592,927 shares of Common Stock issuable upon conversion of
3,458,062 shares of Preferred Stock that may be deemed to be beneficially owned
by the Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 7 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELYSSA DICKSTEIN, JEFFREY SCHWARZ, AND ALAN COOPER AS TRUSTEES
U/T/A/D/ 12/27/88, MARK DICKSTEIN, GRANTOR
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF, 00 (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 51,950 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Not Applicable
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
51,950 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,950/6/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
- --------
/6/Represents shares of Common Stock issuable upon conversion of 50,000 shares
of Preferred Stock held by the Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 8 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN AND ELYSSA DICKSTEIN, AS TRUSTEES OF THE MARK AND
ELYSSA DICKSTEIN FOUNDATION
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF, 00 (See Item 3)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 10,390 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Not Applicable
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
10,390 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,390/7/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
- --------
/7/Represents shares of Common Stock issuable upon conversion of 10,000 shares
of Preferred Stock held by the Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 9 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF, AF (See Item 3)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 47,500 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 5,870,933 (See Item 5)
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
47,500 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
5,870,933 (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,918,433/8/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- --------
/8/ Includes 3,603,317 shares of Common Stock issuable upon conversion of
3,468,062 shares of Preferred Stock that may be deemed to be beneficially owned
by the Reporting Person.
<PAGE>
SCHEDULE 13D
CUSIP No.57383M 10 8 Page 10 of 26 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELYSSA DICKSTEIN
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] see Item 5
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF, AF (See Item 3)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 145,460 (See Item 5)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING 62,340 (See Item 5)
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
145,460 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
62,340 (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,800/9/ (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [X]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- --------
/9/ Consists of 145,460 shares of Common Stock that the Reporting Person has the
right to acquire upon conversion of 140,000 shares of Preferred Stock held by
the Reporting Person and 62,340 shares of Common Stock issuable upon conversion
of 60,000 shares of Preferred Stock that may be deemed to be beneficially owned
by the Reporting Person.
<PAGE>
Schedule 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value (the "Common Stock"), of Marvel Enterprises, Inc.
(formerly, Toy Biz, Inc.), a Delaware corporation (the "Company"). The principal
executive office of the Company is located at 685 Third Avenue, New York, New
York 10017.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by Dickstein & Co., L.P.
("Dickstein & Co."), Dickstein Focus Fund L.P. ("Dickstein Focus"), Dickstein
International Limited ("Dickstein International"), Dickstein Partners, L.P.
("Dickstein Partners"), Dickstein Partners Inc. ("Dickstein Inc."), Elyssa
Dickstein, Jeffrey Schwarz, and Alan Cooper as Trustees U/T/A/D 12/27/88, Mark
Dickstein, Grantor (the "Dickstein Trust"), Mark Dickstein and Elyssa Dickstein,
as Trustees of the Mark and Elyssa Dickstein Foundation (the "Dickstein
Foundation"), Mark Dickstein and Elyssa Dickstein. Dickstein & Co., Dickstein
Focus, Dickstein International, Dickstein Partners, Dickstein Inc., the
Dickstein Trust, the Dickstein Foundation, Mark Dickstein and Elyssa Dickstein
are collectively referred to as the "Reporting Persons."
Dickstein & Co. is a Delaware limited partnership engaged in certain
investment activities, including, but not limited to, (i) the purchase of
marketable and non-marketable securities and other obligations of bankrupt or
near-bankrupt companies, (ii) risk-arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and (iii) the
purchase of securities in entities which appear to be undervalued.
Dickstein Focus is a Delaware limited partnership which engages in
certain investment activities similar in nature to the activities engaged in by
Dickstein & Co.
Dickstein International is a limited-liability, open-end investment
fund incorporated as an international business company in the Territory of the
British Virgin Islands. Dickstein International engages in certain investment
activities similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership and the general
partner of both Dickstein & Co. and Dickstein Focus Fund and makes all the
11
<PAGE>
investment and trading decisions for Dickstein & Co. and Dickstein Focus Fund.
Dickstein Inc. is a Delaware corporation and the general partner of
Dickstein Partners and makes all investment and trading decisions for Dickstein
International.
Mark Dickstein is the president and sole director of Dickstein Partners
Inc.
The Dickstein Trust is a New York trust established by Mark Dickstein,
as Grantor, for the benefit of his children. Elyssa Dickstein, Jeffrey Schwarz
and Alan Cooper are the trustees of the Dickstein Trust and, as Trustees, have
the authority and discretion to invest the principal of the Dickstein Trust.
Mark Dickstein has no beneficial interest in the Dickstein Trust.
The Dickstein Foundation is a New York Trust organized to be exempt
from federal income taxes under Section 501(c)(3) of the Internal Revenue Code.
Mark Dickstein and his wife Elyssa Dickstein are the trustees of the Dickstein
Foundation. Mark Dickstein is the grantor of the Dickstein Foundation and has
the sole and exclusive authority to invest the principal of the Dickstein
Foundation.
Elyssa Dickstein is the wife of Mark Dickstein.
The business address and the address of the principal executive office
of each of Dickstein & Co., Dickstein Focus Fund, Dickstein Partners and
Dickstein Partners Inc. is 660 Madison Avenue, New York, New York 10021. The
business address and the address of the principal executive office of Dickstein
International is 129 Front Street, Hamilton HM 12, Bermuda. The business address
of Mark Dickstein, Elyssa Dickstein, the Dickstein Trust and the Dickstein
Foundation is c/o Dickstein Partners, 660 Madison Avenue, New York, New York
10021.
The name, business address and present principal occupation or
employment of each of the executive officers and directors of Dickstein Inc.,
including Mark Dickstein, are set forth on Schedule I annexed hereto, which is
incorporated herein by reference.
(d) - (e) During the last five years, none of the Reporting Persons,
and, to the best knowledge of the Reporting Persons, none of the persons listed
on Schedule I hereto, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or
12
<PAGE>
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
(f) Each natural person identified in this Item 2 is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), and the Company's 8% Convertible Exchangeable Preferred Stock
(the "Preferred Stock") reported in this Statement to be held by the Reporting
Persons were acquired as follows:
(a) Shares of Common Stock acquired in the open market include:
Dickstein & Co. (596,400), Dickstein Focus (141,600), Dickstein International
(438,400) and Mark Dickstein (47,500). Giving effect to certain sales of the
Common Stock made by each such person, the total cost of the reported shares by
Dickstein & Co., Dickstein Focus, Dickstein International and Mark Dickstein was
$9,616,350, $2,059,358, $4,466,362 and $383,789, respectively. Such costs were
funded out of working capital or personal funds, which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business.
(b) Pursuant to the Fourth Amended Joint Plan of Reorganization under
Chapter 11 of the United States Bankruptcy Code, dated July 31, 1998 by the
United States District Court for the District of Delaware, case no. 97-638- RRM,
in respect of certain bankruptcy cases of Marvel Entertainment Group, Inc. ("Old
Marvel") and various of its subsidiaries (the "Marvel Plan"), shares of Common
Stock and Preferred Stock were issued to certain of the Reporting Persons in
consideration of the senior secured debt of Old Marvel held by such Reporting
Persons as follows:
<TABLE>
<CAPTION>
Face
Amount of Shares of Shares of
Fixed Senior Common Stock Preferred Stock
Reporting Person Secured Debt Issued for Debt Issued for Debt
<S> <C> <C> <C>
Dickstein & Co. $31,900,000 861,629 519,609
Dickstein Focus $2,000,000 54,020 32,577
Dickstein International $6,500,000 175,567 105,876
</TABLE>
Such senior secured debt of Old Marvel was acquired by the Reporting
Persons at various times and for varying prices.
13
<PAGE>
(c) Pursuant to the Marvel Plan and the Stock Purchase Agreement
referred to in Item 6, the Reporting Persons purchased shares of Preferred Stock
at a purchase price of $10.00 per share as follows: Dickstein & Co. (1,900,000),
Dickstein Focus (200,000), Dickstein International (700,000), the Dickstein
Trust (50,000), the Dickstein Foundation (10,000) and Elyssa Dickstein
(140,000). Such purchases were funded out of the Reporting Persons' working
capital or personal funds, as the case may be.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired beneficial ownership of the shares of
Common Stock to which this Statement relates for investment purposes.
The Reporting Persons may acquire additional shares of Common Stock or
other securities of the Company or sell or otherwise dispose of any or all of
the shares of Common Stock or other securities of the Company beneficially owned
by them. The Reporting Persons may take any other action with respect to the
Company or any of its debt or equity securities in any manner permitted by law.
Mark Dickstein was appointed a director of the Company on October 1,
1998 in connection with the consummation of the Marvel Plan and pursuant to the
Stockholders' Agreement described in Item 6. See Item 6 with respect to the
voting agreements and other provisions of the Stockholders' Agreement to which
the Common Stock and Preferred Stock held by the Reporting Persons parties
thereto are subject.
Except as disclosed in this Item 4, the Reporting Persons have no
current plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially own an aggregate of 6,115,842
shares of Common Stock, representing approximately 16.4%/10/ of the Common Stock
outstanding. Such shares are directly held by the Reporting Persons as follows:
<TABLE>
<CAPTION>
Common Stock Percentages of
Issuable Upon Common Stock
Conversion of Beneficially
Common Stock Preferred Stock Preferred Stock Owned
<S> <C> <C> <C> <C>
Dickstein & Co. 1,458, 029 2,419,609 2,513,974 11.0%
Dickstein Focus 195,620 232,577 241,648 1.3
Dickstein International 613,967 805,876 837,305 4.2
Dickstein Trust -- 50,000 51,950 0.2
Dickstein Foundation -- 10,000 10,390 less than 0.1
Mark Dickstein 47,500 -- -- 0.2
Elyssa Dickstein -- 140,000 145,460 0.4
</TABLE>
Each share of Preferred Stock is convertible into 1.039 shares of Common Stock
(subject to certain anti-dilution adjustments), votes generally with the Common
Stock as a single class of the basis of the number of shares of Common Stock
into which it is convertible, and votes as a separate class on certain matters
as provided in the Company's Restated Certificate of Incorporation, to which
reference is made for a complete specification of the terms of the Preferred
Stock.
The following table sets forth the percentages of the outstanding
Common Stock, the outstanding Preferred Stock and the outstanding voting power
of the Company directly held by each of the Reporting Persons:
- --------
/10/ Percentages are based upon 27,746,127 shares of Common Stock reported
outstanding at August 1, 1997 in the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, increased by 13,100,000 shares of Common Stock
issued in connection with the Marvel Plan, and decreased by 7,394,000 shares of
Common Stock held following consummation of the Marvel Plan by a subsidiary of
the Company.
14
<PAGE>
<TABLE>
<CAPTION>
Percentage
Percentage of Percentage of Outstanding
Common Stock/11/ Preferred Stock/12/ Voting Power
<S> <C> <C> <C>
Dickstein & Co. 4.3% 14.3% 7.9%
Dickstein Focus 0.6 1.3 0.9
Dickstein International 1.8 4.8 2.9
Dickstein Trust -- 0.3 0.1
Dickstein Foundation -- 0.1 less than 0.1
Mark Dickstein 0.1 -- 0.1
Elyssa Dickstein -- 0.8 0.3
Total 6.9% 21.7% 12.1%
</TABLE>
(b) By reason of its position as general partner of Dickstein & Co. and
Dickstein Focus, Dickstein Partners may be deemed to possess the power to vote
and dispose of the shares of Common Stock beneficially owned by Dickstein & Co.
and Dickstein Focus. By reason of its position as general partner of Dickstein
Partners and advisor to Dickstein International, Dickstein Partners Inc. may be
deemed to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by Dickstein & Co., Dickstein Focus and Dickstein
International.
By reason of his position as president and sole director of Dickstein
Inc., Mark Dickstein may be deemed to possess the power to vote and dispose of
the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein
Focus and Dickstein International. By reason of his position as a trustee of the
Dickstein Foundation, Mark Dickstein may be deemed to possess the power to
direct the vote and disposition of the shares of Common Stock beneficially owned
by the Dickstein Foundation.
By reason of her position as trustee of the Dickstein Trust and the
Dickstein Foundation, Elyssa Dickstein may be deemed to possess the power to
direct the vote and disposition of the shares of Common Stock beneficially owned
by the Dickstein Trust and to direct the vote of the shares of Common Stock
beneficially owned by the Dickstein Foundation.
- --------
/11/ Based upon 33,452,127 shares of Common Stock outstanding. See the previous
footnote.
/12/ Based upon 16,900,000 shares of Preferred Stock issued pursuant to the
Marvel Plan, including pursuant to the Stock Purchase Agreement.
15
<PAGE>
Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), (i) Dickstein & Co. disclaims beneficial
ownership of the shares of Common Stock beneficially owned by Dickstein
International and Dickstein Focus, (ii) Dickstein Focus disclaims beneficial
ownership of the shares of Common Stock beneficially owned by Dickstein & Co.
and Dickstein International, (iii) Dickstein International disclaims beneficial
ownership of all shares of Common Stock beneficially owned by Dickstein & Co.
and Dickstein Focus, (iv) Dickstein Partners disclaims beneficial ownership of
the shares of Common Stock beneficially owned by Dickstein & Co., Dickstein
Focus and Dickstein International, (v) Dickstein Inc. disclaims beneficial
ownership of the shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus, Dickstein International and Dickstein Partners, (vi) Mark
Dickstein disclaims beneficial ownership of the shares of Common Stock
beneficially owned by Dickstein & Co., Dickstein Focus, Dickstein International,
Dickstein Inc., Dickstein Partners, and the Dickstein Foundation and (vii)
Elyssa Dickstein disclaims beneficial ownership of the shares of Common Stock
beneficially owned by the Dickstein Trust and the Dickstein Foundation, except,
in each case, to the extent of their actual economic interests therein, if any.
By reason of the voting arrangements under the Stockholders' Agreement
described in Item 6, the Reporting Persons may be deemed to be members of a
group under Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated
thereunder, and to share voting power, with the other parties to the
Stockholders' Agreement, including Isaac Perlmutter, Isaac Perlmutter T.A., a
Florida trust, the Laura & Isaac Perlmutter Foundation Inc., a Florida
corporation, Object Trading Corp., a Delaware corporation, Zib Inc., a Delaware
corporation, The Chase Manhattan Bank, Morgan Stanley Emerging Markets Inc., and
Whippoorwill Associates, Incorporated, as agent or general partner of certain
institutions or funds. Reference is made to the Statements on Schedule 13D filed
by such persons with respect to the Common Stock for a description of their
interests in the securities of the Company. The Reporting Persons disclaim
beneficial ownership of any shares held by the other parties to the
Stockholders' Agreement. In addition, under the voting arrangements of the
Stockholders' Agreement, each Reporting Person may be deemed to hold shared
voting power equal to the aggregate voting power held by the Reporting Persons
as a group. See Item 6. The Reporting Persons hereby disclaim beneficial
ownership of any shares of Common Stock beneficially owned by the other parties
to the Stockholders' Agreement.
(c) Except for the acquisition of the shares of Common Stock and
Preferred Stock set forth in paragraphs (b) and (c) of Item 3 in connection with
the consummation of the Marvel Plan on October 1, 1998, none of the persons
identified in Item 2 has effected any transactions in the Common Stock during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
16
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Stock Purchase Agreement. The Reporting Persons acquired the shares of
Preferred Stock reported to have been acquired by them in paragraph (c) of Item
3 pursuant to a Stock Purchase Agreement, dated as of October 1, 1998, among
certain of the Reporting Persons, the Company and others (the "Stock Purchase
Agreement").
Stockholders' Agreement. In connection with their acquisition of shares
of Preferred Stock pursuant to the Stock Purchase Agreement and their
acquisition of Common Stock and Preferred Stock in exchange for debt of Old
Marvel pursuant to the Marvel Plan, certain of the Reporting Persons entered
into a Stockholders' Agreement, dated as of October 1, 1998, among such
Reporting Persons, the other parties to the Stockholders' Agreement identified
in Item 5(b) and the Company. The form of the Stockholders' Agreement is
currently being finalized and will be filed promptly by amendment. The
Stockholders' Agreement provides that the Board of Directors of the Company will
consist of 11 directors, of whom five directors are to be designated as nominees
for election by Messrs. Avi Arad and Isaac Perlmutter and/or their affiliates
who are parties to Stockholders' Agreement, one of the directors is to be so
designated by the Reporting Persons that are parties to the Stockholders'
Agreement and five of the directors are to be so designated by the remaining
parties to the Stockholders' Agreement, each of whom was a holder of senior
secured debt of Old Marvel (the "Senior Lenders"). The number of directors whom
the various stockholder groups are entitled to designate will be reduced after
21 months based upon reductions in the Common Stock (including securities such
as the Preferred Stock that are convertible or exchangeable for Common Stock;
all such shares of Common Stock and convertible or exchangeable securities being
referred to herein as "Common Stock Equivalents" and the number thereof being
based, in the case of convertible or exchangeable securities, on the number of
shares of Common Stock for which they are so convertible or exchangeable) held
or, in the case of the Senior Lenders, deemed held, by the respective groups
according to a specified formula. The Reporting Persons will cease to be
entitled to designate directors if the number of Common Stock Equivalents held
by the Reporting Persons who are parties to the Stockholders' Agreement is less
than 1,500,000 shares (subject to adjustment). The Stockholders' Agreement also
provides that the various stockholder groups will be entitled to specified
representation on the Audit Committee, Compensation and Nominating Committee and
the Finance Committee of the Company's Board of Directors, subject to reduction
based upon a reduction in the number of Common Stock Equivalents held by the
various stockholder groups according to a specified formula. Under these
arrangements, the director
17
<PAGE>
designated by the Reporting Persons will be entitled to be a member of the
Nominating and Compensation Committee.
Each party to the Stockholders' Agreement has agreed to vote its shares
in accordance with the provisions of the Stockholders' Agreement (including for
election of the nominees designated as specified therein) for so long as the
respective stockholder group to which it belongs is entitled to designate any
directors for election to the Company's Board. In addition, a Senior Lender will
cease to be bound by the Stockholders' Agreement if the number of Common Stock
Equivalents held by such Senior Lender is less than 10% of the Common Stock held
by such Senior Lender immediately following consummation of the Marvel Plan for
a period of 184 consecutive days.
Based upon the representations of the parties to the Stockholders'
Agreement made therein, upon consummation of the Marvel Plan, the parties to the
Stockholders' Agreement held in excess of 60% of the outstanding voting power of
the Company.
The foregoing does not purport to be a complete description of the
terms of the Stockholders' Agreement and is qualified in its entirety by
reference to the Stockholders' Agreement.
Registration Rights Agreement. Also in connection with the execution of
the Stock Purchase Agreement and the consummation of the Marvel Plan, certain of
the Reporting Persons, the Company and certain other parties entered into a
Registration Rights Agreement, dated as of October 1, 1998 (the "Registration
Rights Agreement"). The form of the Registration Rights Agreement is currently
being finalized and will be filed promptly by amendment. Under the terms of the
Registration Rights Agreement, the Company has agreed to file a resale shelf
registration statement under the Securities Act of 1933, as amended, with
respect to all shares of Common Stock and Preferred Stock issued to the
stockholder parties thereto pursuant to the Marvel Plan (including pursuant to
the Stock Purchase Agreement), all shares of Common Stock issuable upon
conversion of the aforesaid shares of Preferred Stock, certain convertible debt
securities that the Company may exchange for the Preferred Stock and the Common
Stock issuable upon conversion thereof and all shares of Common Stock otherwise
owned by the stockholder parties to the Registration Rights Agreement as of the
date thereof. The Registration Rights Agreement also give the stockholder
parties thereto piggyback registration rights with respect to underwritten
public offerings by the Company of its equity securities.
The foregoing description of Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Registration Rights Agreement.
18
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as
amended
Exhibit 2 Stockholders' Agreement (to be filed by amendment)
Exhibit 3 Registration Rights Agreement (to be filed by amendment)
19
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: October 1, 1998
DICKSTEIN & CO., L.P.
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
By: /s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein Focus
Fund L.P.
By:/s/ Alan S. Cooper
Name: Alan S. Cooper
19
<PAGE>
DICKSTEIN INTERNATIONAL LIMITED
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the agent of
Dickstein International Limited
By: /s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
By:/s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN PARTNERS INC.
By: Alan S. Cooper, as Vice President
By: /s/ Alan S. Cooper
Name: Alan S. Cooper
MARK DICKSTEIN
By: /s/ Mark Dickstein
Name: Mark Dickstein
ELYSSA DICKSTEIN
By: /s/ Elyssa Dickstein
Name: Elyssa Dickstein
20
<PAGE>
DICKSTEIN TRUST
Elyssa Dickstein, Jeffrey Schwarz, and
Alan S. Cooper as Trustees
U/T/A/D 12/27/88,
Mark Dickstein, Grantor
By /s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN FOUNDATION
Mark Dickstein and Elyssa Dickstein,
as Trustees
By /s/ Alan S. Cooper
Name: Alan S. Cooper
21
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant to Rule
13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended
2 Stockholders' Agreement (to be filed by amendment)
3 Registration Rights Agreement (to be filed by amendment)
22
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
The name and present principal occupation or employment of each of the
executive officers and directors of Dickstein Inc. are set forth below. The
principal business address of each of the sole director and the officers of
Dickstein Partners Inc. named below is c/o Dickstein Partners, Inc., 660 Madison
Avenue, New York, New York 10021.
Dickstein Partners Inc.
Name and
Positions Held
Present Principal
Occupation or Employment
Mark Dickstein
President and
Sole Director
President and Sole Director of Dickstein Partners Inc.
Alan S. Cooper
Vice President
and General Counsel
Vice President and General Counsel of
Dickstein Partners Inc.
Stephen Cornick
Vice President
Vice President of Dickstein Partners Inc.
Edward Farr
Vice President
Vice President of Dickstein Partners Inc.
Mark Kaufman
Vice President
Vice President of Dickstein Partners Inc.
Arthur Wrubel
Vice President
Vice President of Dickstein Partners Inc.
23
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, the undersigned persons hereby agree to file with the Securities and
Exchange Commission the Statement on Schedule 13D (the "Statement") to which
this Agreement is attached as an exhibit, and agree that such Statement, as so
filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
October 1, 1998.
DICKSTEIN & CO., L.P.
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
By: /s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein Focus
Fund L.P.
By:/s/ Alan S. Cooper
Name: Alan S. Cooper
24
<PAGE>
DICKSTEIN INTERNATIONAL LIMITED
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the agent of
Dickstein International Limited
By: /s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan S. Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
By:/s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN PARTNERS INC.
By: Alan S. Cooper, as Vice President
By: /s/ Alan S. Cooper
Name: Alan S. Cooper
MARK DICKSTEIN
By: /s/ Mark Dickstein
Name: Mark Dickstein
ELYSSA DICKSTEIN
By: /s/ Elyssa Dickstein
Name: Elyssa Dickstein
25
<PAGE>
DICKSTEIN TRUST
Elyssa Dickstein, Jeffrey Schwarz, and
Alan S. Cooper as Trustees
U/T/A/D 12/27/88,
Mark Dickstein, Grantor
By /s/ Alan S. Cooper
Name: Alan S. Cooper
DICKSTEIN FOUNDATION
Mark Dickstein and Elyssa Dickstein,
as Trustees
By /s/ Alan S. Cooper
Name: Alan S. Cooper
26
