SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Marvel Enterprises, 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)
October 1, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ X / Rule 13d-1(c)
/ / Rule 13d-1(d)
CUSIP No. 57383M108 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Value Partners, Ltd., 75-2291866
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER 2,800,341
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 2,800,341
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,341**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 5.
CUSIP No. 57383M108 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ewing & Partners, 75-2741747
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 5
CUSIP No. 57383M108 13G
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy G. Ewing, ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
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
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 5.
STATEMENT ON SCHEDULE 13G
This statement on Schedule 13G relates to the common stock, par
value $.01 per share (the "Common Stock"), of Marvel Enterprises, Inc. (the
"Company"), and is filed by Value Partners, Ltd., a Texas limited
partnership ("Value Partners"), Ewing & Partners, a Texas general
partnership ("Ewing & Partners"), and Timothy G. Ewing ("Mr. Ewing"). Ewing
& Partners is the general partner of Value Partners. Mr. Ewing and Ewing
Asset Management, L.L.C., a Texas limited liability company ("EAM") are the
general partners of Ewing & Partners, and Mr. Ewing is the managing general
partner of Ewing & Partners. EAM is controlled by Mr. Ewing.
ITEM 1(A) NAME OF ISSUER:
Marvel Enterprises, Inc. (f/k/a Toy Biz, Inc.)
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
685 3rd Ave.
New York, NY 10017
ITEM 2(A) NAME OF PERSON FILING:
This Schedule 13G is filed by Value Partners, Ewing & Partners
and Mr. Ewing.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office of Value Partners, Ewing & Partners
and Mr. Ewing is Suite 808, 4514 Cole Avenue, Dallas, Texas 75205.
ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION:
Value Partners is a limited partnership formed under the laws of
the State of Texas, Ewing & Partners is a general partnership formed under
the laws of the State of Texas, and Mr. Ewing is a citizen of the United
States of America.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share.
ITEM 2(E) CUSIP NUMBER:
57383M108
ITEM 3 REPORTING PERSON.
This statement on Schedule 13G is filed pursuant to Rule 13d-1(c).
ITEM 4 OWNERSHIP.
See Items 5 through 11 on page 2 for Value Partners, page 3 for
Ewing & Partners and page 4 for Mr. Ewing.
Value Partners has the sole power to vote and dispose of the
2,800,341 shares of Common Stock beneficially owned by it. Value Partners
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 Stock owned by it.
However, Ewing & Partners, as general partner of Value Partners, may be
deemed, for purposes of determining beneficial ownership pursuant to Rule
13d-3, to have the shared power with Value Partners to vote or direct the
vote of, and the shared power with Value Partners to dispose or direct the
disposition of, the 2,800,341 shares of Common Stock owned by Value
Partners. Mr. Ewing, as managing general partner of Ewing & Partners, may
be deemed, for purposes of determining beneficial ownership pursuant to
Rule 13d-3, to have the shared power with Value Partners to vote or direct
the vote of, and the shared power with Value Partners to dispose or direct
the disposition of, the 2,800,341 shares of Common Stock owned by Value
Partners.
The filing of this statement on Schedule 13G shall not be
construed as an admission that Mr. Ewing or Ewing & Partners 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 2,800,341 shares of Common
Stock beneficially owned by Value Partners. Pursuant to Rule 13d-4, Mr.
Ewing and Ewing & Partners disclaim all such beneficial ownership.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Inapplicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Inapplicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Inapplicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Inapplicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Inapplicable
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
Exhibits Exhibit 1
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Joint Filing Agreement dated October 8, 1998 between Value
Partners, Ewing & Partners and Mr. Ewing.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 8, 1998
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
By: /S/TIMOTHY G. EWING
---------------------------
Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By: /S/TIMOTHY G. EWING
---------------------------
Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
---------------------------
Timothy G. Ewing
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock, par value $.01 per
share, of Marvel Enterprises, Inc., and further agree that this Joint
Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
October 8, 1998.
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
By: /S/TIMOTHY G. EWING
---------------------------
Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By: /S/TIMOTHY G. EWING
---------------------------
Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
---------------------------
Timothy G. Ewing
