SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
AMENDMENT NO.1 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)
December 31, 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. 69316G108 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 3,370,992
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0**
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 3,370,992
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0**
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,370,992**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 4.
CUSIP No. 69316G108 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 4
CUSIP No. 69316G108 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 4.
AMENDMENT NO.1 TO SCHEDULE 13G
This Amendment No. 1 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 on October 1, 1998 (the "Initial Statement"). This
Amendment is being filed to reflect the change in beneficial ownership of
Common Stock due to an increase in the number of shares of Common Stock
directly owned and held by Value Partners.
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 & Patners and page 4 for Mr. Ewing.
Value Partners has the sole power to vote and dispose of the
3,370,992 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 3,370,992 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 3,370,992 shares of Common Stock owned by Value Partners.
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: January 14, 1999
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
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Timothy G. Ewing
