SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event) October 1, 1998
Marvel Enterprises, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13638 13-3711775
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
685 Third Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 682-4700
(Registrant's Telephone Number, Including Area Code)
Toy Biz, Inc.
(Former Name or Former Address, If Changed Since Last Report.)
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ITEM 5. Other Events.
On October 1, 1998, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing that the plan of reorganization for
Marvel Entertainment Group, Inc. ("Marvel") that was proposed by the Registrant
and Marvel's senior secured lenders has been consummated and that Marvel has
merged with, and become a wholly-owned subsidiary of, the Registrant. The
Registrant also announced that it has changed its name to Marvel Enterprises,
Inc. and that the trading symbol for its common stock on the New York Stock
Exchange has been changed to "MVL".
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1. Press release of the Registrant, dated October 1, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARVEL ENTERPRISES, INC.
(Registrant)
Date: October 1, 1998
By: /s/ Joseph M. Ahearn
Name: Joseph M. Ahearn
Title: President and Chief Executive
Officer
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FOR IMMEDIATE RELEASE
TOY BIZ AND MARVEL TRUSTEE ANNOUNCE CONSUMMATION OF MARVEL'S
PLAN OF REORGANIZATION AND COMBINATION OF MARVEL INTO TOY BIZ
New York, October 1, 1998 -- Toy Biz, Inc. (NYSE: TBZ) and Marvel Entertainment
Group, Inc. (OTC Bulletin Board: MRVGQ) announced today that the plan of
reorganization for Marvel Entertainment Group that was proposed by Toy Biz and
Marvel Entertainment Group's senior secured lenders has been consummated and
that Marvel Entertainment Group has merged with, and become a wholly-owned
subsidiary of, Toy Biz. Toy Biz also announced that it has changed its name to
Marvel Enterprises Inc. and that the trading symbol for its common stock on the
New York Stock Exchange has been changed to "MVL".
The plan of reorganization for Marvel Entertainment Group was confirmed on July
31, 1998 by the United States District Court for the District of Delaware, which
has been administering the Marvel Entertainment Group Chapter 11 bankruptcy
cases.
Pursuant to the plan, holders of fixed senior secured indebtedness of Marvel
Entertainment Group will receive 7,900,000 shares of 8% Cumulative Convertible
Exchangeable Preferred Stock of Marvel Enterprises, 13,100,000 shares of Marvel
Enterprises common stock, up to approximately $232 million in cash (including
approximately $81 million in payment of debtor-in-possession financing) and an
interest in a litigation trust which will pursue various bankruptcy avoidance
and related litigation claims currently held by Marvel Entertainment Group. Each
share of the 8% Cumulative Convertible Exchangeable Preferred Stock is
convertible into 1.039 shares of Marvel Enterprises common stock.
As previously announced, unsecured pre-petition creditors of Marvel
Entertainment Group will receive up to $8 million in cash, four-year warrants to
purchase up to 1,750,000 shares of Marvel Enterprises common stock at a price of
$17.25 per share, three-year warrants to purchase 832,500 shares of Marvel
Enterprises common stock at a price of $12.00 per share, six-month warrants to
purchase 936,563 shares of the 8% Cumulative Convertible Exchangeable Preferred
Stock at a price of $10.65 per share (subject to increase based on the issue
date of the warrants), four-year warrants to purchase 1,618,750 shares of Marvel
Enterprises common stock at a price of $18.50 per share, an interest in the
litigation trust created to pursue bankruptcy avoidance claims and an interest
in a second trust created to pursue litigation claims against Ronald O.
Perelman, who formerly controlled Marvel Entertainment Group, and various
related entities and individuals.
Also as previously announced, holders of Marvel Entertainment Group common stock
and holders of various securities litigation claims arising out of the purchase
or sale of Marvel Entertainment Group common stock will receive three-year
warrants to purchase 2,867,500
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shares of Marvel Enterprises common stock at a price of $12.00 per share,
six-month warrants to purchase 1,838,438 shares of the 8% Cumulative Convertible
Exchangeable Preferred Stock at a price of $10.65 per share (subject to increase
based on the issue date of the warrants), four-year warrants to purchase
4,856,250 shares of Marvel Enterprises common stock at a price of $18.50 per
share and an interest in the litigation trust created to pursue claims against
Mr. Perelman and those related entities and individuals. LaSalle National Bank,
which serves as the trustee for three classes of bonds issued by Marvel
Entertainment Group's parent companies, will receive, in settlement of
litigation claims, three-year warrants to purchase 300,000 shares of Marvel
Enterprises common stock at a price of $12.00 per share, six-month warrants to
purchase 225,000 shares of the 8% Cumulative Convertible Exchangeable Preferred
Stock at a price of $10.65 per share (subject to increase based on the issue
date of the warrants), and four-year warrants to purchase 525,000 shares of
Marvel Enterprises common stock at a price of $18.50 per share.
The distribution of cash and warrants to the unsecured pre-petition creditors
litigation claimants and common stockholders of Marvel Entertainment Group will
not occur until further proceedings in the District Court relating to Marvel
Entertainment Group's bankruptcy have been completed. Marvel Enterprises intends
to announce the approximate date of those distributions after the conclusion of
those proceedings.
Marvel Enterprises financed the acquisition in part with the proceeds of a $200
million, one year bridge loan which it intends to refinance with the proceeds of
either a bond offering or a term bank loan.
Joseph Ahearn, who continues in his position as President and CEO of Marvel
Enterprises, commented, "The combination of these two businesses creates a
company able to fully develop the potential of Marvel Entertainment Group's
library of widely-recognized characters through media and related products."
Marvel Enterprises, Inc. is a leading entertainment-based marketing and
licensing company operating in the licensing, comic book publishing, toy,
trading card and children's activity sticker business on a worldwide basis.
Forward-Looking Statements: Except for historical information contained herein,
the statements in this news release regarding Marvel Enterprises' products,
Marvel Enterprises' ability to refinance its bridge loan used to finance its
acquisition of Marvel Entertainment Group, licensing relationships and growth
plans are forward-looking statements that are dependent upon certain risks and
uncertainties, including Marvel Enterprises' ability to integrate Marvel
Entertainment Group's business, the level of media exposure or the popularity of
Marvel Enterprises' characters and trademarks, consumer acceptance of Marvel
Enterprises' new product introductions, the effectiveness of Marvel Enterprises'
changes to its trading card and publishing distributions, a decrease in the
level of media exposure or popularity of Marvel Enterprises characters resulting
in declining revenues based on such
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characters, the lack of continued commercial success of properties owned by
major licensors which have granted Marvel Enterprises licenses for its sports
and entertainment trading card and sticker businesses, unanticipated costs or
delays in completing projects associated with Marvel Enterprises' new ventures
including media, interactive software and on-line services and theme
restaurants, or the ability of Marvel Enterprises to make its information
systems year 2000 compliant, Marvel Enterprises' dependence on Chinese
manufacturers, U.S. trade relations with China, and weakness in recent years in
the comic book, trading card and children's activity sticker markets. Those and
other risks and uncertainties are described in Marvel Enterprises' and Marvel
Entertainment Group's filings with the Securities and Exchange Commission,
including their respective Annual Reports on Form 10K and Quarterly Reports on
Form 10Q.
###
Contact:
Jennifer Hendrickson
Shandwick
212/591-9820
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