UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D*
Under the Securities Exchange Act of 1934
Marvel Enterprises, Inc.
(Name of Issuer)
8% Cumulative Convertible Exchangeable Preferred Stock
(Title of Class of Securities)
57383M-20-7
(CUSIP Number)
John N. Turitzin
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
(212) 856-6873
(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(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
765231.1
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<TABLE>
<CAPTION>
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Object Trading Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
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7 SOLE VOTING POWER
None
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
------- ------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
12,116,604 (See Item 5)
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9 SOLE DISPOSITIVE POWER
3,492,852
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,116,604 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.7%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
765231.1
<PAGE>
<TABLE>
<CAPTION>
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Isaac Perlmutter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------- -------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------- ------- ------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
------- ------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
12,116,604 (See Item 5)
------- ------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,492,852
------- ------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------- -------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,116,604 (See Item 5)
- --------- -------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------- -------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.7%
- --------- -------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
765231.1
<PAGE>
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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The Reporting Persons (as defined in Item 2) have previously filed
statements on Schedule 13G, rather than Schedule 13D, with respect to their
beneficial ownership of equity securities of the Company (as defined in Item 1).
Mr. Perlmutter has been a director and a principal stockholder of the Company
since April 1993. The Company was incorporated on March 18, 1993 and completed
an initial public offering on March 2, 1995. This statement on Schedule 13D is
filed (i) to report the purchase of equity securities of the Company described
in Item 3 and (ii) to report the formation of a Section 13(d) group by the
execution of the Stockholders' Agreement described in Item 6.
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the 8%
Cumulative Convertible Exchangeable Preferred Stock, par value $0.01 per share
("8% Preferred Stock"), of Marvel Enterprises, Inc., a Delaware corporation
formerly known as Toy Biz, Inc. (the "Company"). The principal executive offices
of the Company are located at 685 Third Avenue, New York, New York 10017.
Each share of 8% Preferred Stock is convertible into 1.039 shares of
common stock, par value $0.01 per share, of the Company ("Common Stock").
Item 2. Identity and Background.
(a) through (c) and (f). This Statement is filed by Isaac Perlmutter
and Object Trading Corp. ("Object Trading"), a Delaware corporation whose sole
stockholder is Mr. Perlmutter. Mr. Perlmutter and Object Trading are together
referred to in this Statement as the "Reporting Persons." The business address
and the principal executive office of each of the Reporting Persons is 685 Third
Avenue, 28th Floor, New York, New York 10017. Mr. Perlmutter's present principal
occupation is investment. Object Trading's principal business is investment.
The name, business address and present principal occupation or
employment of Mr. Perlmutter and of each of the executive officers and directors
of Object Trading are set forth on Schedule I hereto, which is incorporated
herein by reference. Each natural person identified in Schedule I hereto is a
citizen of the United States.
(d) and (e). During the last five years, neither of the Reporting
Persons, and, to the best of their knowledge, neither of the persons listed on
Schedule I hereto, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was 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 prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
765231.1
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Plan (as defined below), on October 1, 1998, Object
Trading purchased 3,492,852 shares of 8% Cumulative Convertible Exchangeable
Preferred Stock of the Company ("8% Preferred Stock"), each share of which is
convertible into 1.039 shares of Common Stock (subject to certain anti-dilution
adjustments). The 8% Preferred Stock votes generally with the Common Stock as a
single class on 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 8% Preferred Stock. The Fourth
Amended Joint Plan of Reorganization proposed by the Company (then known as Toy
Biz, Inc.) and certain secured creditors of Marvel Entertainment Group, Inc.
("Marvel Entertainment") in the bankruptcy matter of In Re: Marvel Entertainment
Group, Inc., et al. (Case No. 97-638-RRM) in the United States District Court
for the District of Delaware (the "Plan"), a copy of which was filed as an
exhibit to the Company's Current Report on Form 8-K as filed with the Securities
and Exchange Commission on or about October 13, 1998, was confirmed by order of
the United States District Court for the District of Delaware on July 31, 1998.
(See Exhibit 5 of the Plan for the Company's Restated Certificate of
Incorporation.) Upon consummation of the Plan on October 1, 1998, a wholly owned
subsidiary of the Company merged with and into Marvel Entertainment and Marvel
Entertainment became a wholly owned subsidiary of the Company. In accordance
with the Plan, the Company financed the consummation of the Plan, in part, with
$34,928,520 it received from Object Trading in exchange for the 3,492,852 shares
of 8% Preferred Stock purchased by Object Trading on October 1, 1998. Object
Trading obtained the funds to make that purchase from a capital contribution by
Mr. Perlmutter. Mr. Perlmutter's personal funds were used to make that capital
contribution.
Item 4. Purpose of Transaction.
(a)-(j) The Reporting Persons acquired beneficial ownership of the
shares of 8% Preferred Stock to which this Statement relates for investment
purposes. Reference is made to Item 6 of this Statement with respect to changes
in the board of directors of the Company.
The Reporting Persons may acquire additional shares of 8% Preferred
Stock or other securities of the Company or sell or otherwise dispose of any or
all of the shares of 8% Preferred Stock or other securities of the Company
beneficially owned by them either in the open market or in private transactions,
depending on the Reporting Persons' evaluation of the Company's business,
prospects and financial condition, the market for the Common Stock and 8%
Preferred Stock, other opportunities available to the Reporting Persons,
prospects for the Reporting Persons' own business, general economic conditions,
money and stock market conditions and other future developments. 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.
Except for the foregoing, and except as required by the Plan and as
effected on October 1, 1998 or at the first meeting of the Board of Directors
("Board") after the merger (held on October 13, 1998), the Reporting Persons
have no plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
765231.1
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons may be deemed to beneficially own, to the
best of their knowledge, an aggregate of 12,116,604 shares of 8% Preferred
Stock, representing approximately 71.7% of the outstanding 8% Preferred Stock,
as members of the Section 13(d) Group (as defined below). Object Trading is the
direct owner of 3,492,852 shares of 8% Preferred Stock, or 20.7% of the
outstanding shares of 8% Preferred Stock, and Mr. Perlmutter is a beneficial
owner of those shares.
(b) Mr. Perlmutter as the sole stockholder of Object Trading may be
deemed to possess the power to vote and dispose of the shares of 8% Preferred
Stock owned by Object Trading. Object Trading has the power to vote and dispose
of the shares of 8% Preferred Stock it owns. In addition, to the best of the
Reporting Persons' knowledge,
(1) the Chase Entities (consisting of The Chase Manhattan Corporation, a
Delaware corporation ("CMC"), and The Chase Manhattan Bank, a New York
corporation and a wholly owned subsidiary of CMC ("CMB")) beneficially
own 777,202 shares of 8% Preferred Stock that are subject to the
Stockholders' Agreement;
765231.1
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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(2) the Dickstein Entities (consisting of Dickstein & Co., L.P.; Dickstein
Focus Fund L.P.; Dickstein International Limited; Elyssa Dickstein,
Jeffrey Schwarz and Alan Cooper as Trustees U/T/A/D 12/27/88, Mark
Dickstein, Grantor; Mark Dickstein and Elyssa Dickstein, as Trustees
of The Mark and Elyssa Dickstein Foundation; and Elyssa Dickstein)
beneficially own 3,658,061 shares of 8% Preferred Stock (the Dickstein
Entities, together with Avi Arad and the Reporting Persons, the
"Investor Group");
(3) Whippoorwill Associates, Incorporated, as agent or general partner of
certain institutions or funds ("Whippoorwill") beneficially owns
2,021,581 shares of 8% Preferred Stock that are subject to the
Stockholders' Agreement; and
(4) Morgan Stanley Emerging Markets Inc. ("Morgan Stanley") beneficially
owns 2,166,908 shares of 8% Preferred Stock (CMB, Whippoorwill and
Morgan Stanley together, the "Lender Group," and collectively with the
Investor Group and CMC, the "Section 13(d) Group").
The above information with respect to each of the members of the Section 13(d)
Group, other than with respect to the Reporting Persons, was provided by the
respective member of the Section 13(d) Group and was not independently verified
by the Reporting Persons. The Reporting Persons do not have any pecuniary
interest nor do they have any dispositive power over the shares of capital stock
owned by the other members of the Section 13(d) Group. The Reporting Persons are
parties to the Stockholders' Agreement (as defined below) and reference is made
to Item 6 with respect to the terms thereof. The Reporting Persons may be deemed
to have shared power to vote or direct the vote with respect to 8,623,752 shares
owned by the other members of the Section 13(d) Group. The Reporting Persons are
deemed to be members of the Section 13(d) Group only because of their
participation in the Stockholders' Agreement.
Reference is hereby made to the following filings with the Securities
and Exchange Commission (the "SEC") with respect to information of Item 2 of
Schedule 13D required to be provided by the Reporting Persons with respect to
the other members of the 13(d) Group:
1. For information with respect to Avi Arad, please see Item 2 of the
Schedule 13D filed by Avi Arad on October 13, 1998;
2. For information with respect to the Chase Entities, please see Item 2
of the Schedule 13D filed by the Chase Entities on October 13, 1998;
3. For information with respect to the Dickstein Entities, please see
Item 2 of the Schedule 13D filed by the Dickstein Entities on October
13, 1998;
4. For information with respect to Whippoorwill, please see Item 2 of the
Schedule 13D filed by Whippoorwill on October 13, 1998; and
5. For information with respect to Morgan Stanley, please see Item 2 of
the Schedule 13D filed by Morgan Stanley on October 13, 1998.
765231.1
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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(c) Except for the acquisition of the shares of 8% Preferred Stock
described in Item 3, none of the persons identified in Item 2 has effected any
transactions in 8% Preferred Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Stockholders' Agreement. The Reporting Persons are parties to a
Stockholders' Agreement, dated as of October 1, 1998, by and among the Investor
Group, the Lender Group and the Company (the "Stockholders' Agreement").
Pursuant to the Stockholders' Agreement and the Company's Certificate of
Incorporation, the number of directors of the Company is fixed at 11, six of
whom, subject to the conditions contained in the Stockholders' Agreement, are to
be designated by the Investor Group (one of whom will be designated by the
Dickstein Entities) and five of whom, subject to the conditions contained
therein, are to be designated by the Lender Group. Each of the Investor Group
and Lender Group is referred to herein as a "Group." The number of directors
that each Group (including the Dickstein Entities) is allowed to designate will
be reduced following June 30, 2000 if the applicable Group decreases its
beneficial ownership of capital stock of the Company below certain predetermined
levels, as set forth in the Stockholders' Agreement.
In addition, the Stockholders' Agreement provides for the creation of
various committees of the Board as well as the composition of those committees.
The form of the Stockholders' Agreement is currently being finalized
and will be filed promptly by amendment. 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 Exhibit 1 hereof.
Registration Rights Agreement. Certain of the Reporting Persons, the
Company and certain other parties are parties to a Registration Rights
Agreement, dated as of October 1, 1998 (the "Registration Rights Agreement").
Under the terms of the Registration Rights Agreement, the Company has agreed to
file a shelf registration statement under the Securities Act of 1933, as
amended, registering the resale of all shares of Common Stock and 8% Preferred
Stock issued to the stockholder parties thereto pursuant to the Plan, all shares
of Common Stock issuable upon conversion of those shares of 8% Preferred Stock,
certain convertible debt securities that the Company may exchange for the 8%
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 of the consummation of the Plan.
The Registration Rights Agreement also gives the stockholder parties thereto
piggyback registration rights with respect to underwritten public offerings by
the Company of its equity securities.
The form of the Registration Rights Agreement is currently being
finalized and will be filed promptly by amendment. The foregoing does not
purport to be a complete description of the terms of the Registration Rights
Agreement and is qualified in its entirety by reference to Exhibit 2 hereof.
765231.1
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CUSIP No. 57383M-20-7 SCHEDULE 13D
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Item 7. Material to Be Filed as Exhibits.
1 -- Stockholders' Agreement, dated as of October 1, 1998, by and
among the Investor Group, the Lender Group and the
Company (to be filed by amendment).
2 -- Registration Rights Agreement, dated as of October 1, 1998,
by and among certain of the Reporting Persons, the Company
and certain other parties (to be filed by amendment).
765231.1
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765231.1
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 13, 1998
OBJECT TRADING CORP.
By: /s/ Isaac Perlmutter
Name: Isaac Perlmutter
Title: President
/s/ Isaac Perlmutter
Isaac Perlmutter
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
The name and present principal occupation or employment of each of the
executive officers and directors of Object Trading Corp. are set forth below.
<TABLE>
<CAPTION>
OBJECT TRADING CORP.
<S> <C> <C> <C>
Name and Present Principal Business Address
Positions Held Occupation or Employment
Isaac Perlmutter Investor P.O. Box 1028
President and Director Lake Worth, FL 33460
Robert M. Grosser Investor Marvel Enterprises, Inc.
Vice President and Director 685 Third Avenue
New York, NY 10017
</TABLE>
765231.1
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