SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
AMENDMENT NO. 3 TO 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)
March 9, 1999
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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/A
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 3,459,845
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 3,459,845
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,459,845**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%**
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 4.
CUSIP No. 57383M108 13G/A
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 4
CUSIP No. 57383M108 13G/A
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 1,990
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 1,990
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,990**
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 4.
AMENDMENT NO. 3 TO SCHEDULE 13G
This Amendment No. 3 to Schedule 13G (this "Amendment") is being filed
on behalf of Value Partners, Ltd., a Texas limited partnership ("Value
Partners"), Ewing & Partners, a Texas general partnership ("Ewing &
Partners"), and Timothy G. Ewing, the managing general partner of Ewing &
Partners, as an amendment to the initial statement on Schedule 13G relating
to shares of common stock, par value $.01 per share (the "Common Stock"),
of Marvel Enterprises, Inc. (the "Company") as filed with the Securities
and Exchange Commission (the "Commission") on October 9, 1998 , as amended
by Amendment No. 1 to Schedule 13G filed with the Commission on January 14,
1999, and further amended by Amendment No. 2 to Schedule 13G filed with the
Commission on February 1, 1999 (the "Initial Statement"). This Amendment
is being filed to reflect an increase in beneficial ownership by Value
Partners of the Company's Common Stock.
ITEM 4 OWNERSHIP:
Item 4 of the Initial Statement is hereby amended and restated in
its entirety to read as follows:
See Items 5 through 11 on page 2 for Value Partners, page 3 for
Ewing & Partners and page 4 for Mr. Ewing.
On March 9, 1999, Value Partners acquired 75,000 shares of
the Company's Preferred Stock ("Preferred Stock"). Additionally,
on January 12, 1999, Value Partners received 10,607 shares of
Preferred Stock as a dividend payment. Each share of Preferred
Stock can be exchanged, at any time, by the holder thereof, for
1.039 shares of Common Stock. Consequently, Value Partners has
the sole power to vote and dispose of the 3,459,845 shares of
Common Stock beneficially owned by it. Ewing & Partners, as
general partner of Value Partners, may direct the vote and
disposition of the 3,459,845 shares of Common Stock owned by
Value Partners. Similarly, Mr. Ewing, as managing general partner
of Ewing & Partners, may direct the vote and disposition of the
3,459,845 shares of Common Stock owned by Value Partners.
Mr. Ewing has the sole power to vote and dispose of the 1,990
shares of Common Stock beneficially owned by him. Mr. Ewing 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 1,990 shares
of Common Stock owned by him.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is true,
complete and correct.
Date: March 16, 1999
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
