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 8, 1999
Marvel Enterprises, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware 1-13638 13-3711775
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
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387 Park Avenue South, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
(212) 696-0808
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed Since Last Report.)
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ITEM 5. Other Events.
On October 8, 1999, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing the completion of the sale of its
Italian subsidiary Panini, S.p.A. ("Panini") to ID4 Holding S.p.A. ("ID4"), a
newly created company owned jointly by Fineldo S.p.A., an Italian conglomerate
engaged in various consumer product and financing businesses and controlled by
Vittorio Merloni, and the Senior Management of Panini. In connection with ID4's
purchase of the Panini equity, for which the Registrant received a nominal
price, ID4 also purchased all of Panini's outstanding U.S. bank debt and the
Registrant was released from its guarantee of $27 million of that bank debt. The
Registrant made a cash payment of $11.2 million to Panini's bank lenders to
obtain its release from the $27 million guarantee. The Registrant also announced
that Panini would continue as the Registrant's international publishing licensee
under a five-year license entered into as part of the sale.
ITEM 7. Financial Statements and Exhibits.
(c) Financial Statements and Exhibits.
99.1 Press release of the Registrant, dated October 8, 1999.
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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 14, 1999
By: /s/ WILLIAM H. HARDIE, III
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Name: William H. Hardie, III
Title: Executive Vice President,
Business Affairs
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MARVEL ENTERPRISES, INC.
FOR IMMEDIATE RELEASE:
CONTACT: JAN MURRAY, VP, CORPORATE COMMUNICATIONS
212-576-8522
MARVEL ENTERPRISES ANNOUNCES SALE OF PANINI SPA SUBSIDIARY
NEW YORK, NY, October 8, 1999, Marvel Enterprises, Inc. [NYSE:MVL] announced
today that it has completed the sale of its Italian subsidiary Panini SpA to ID4
Holding SpA, a newly created company owned jointly by Fineldo SpA, an Italian
conglomerate engaged in various consumer product and financing businesses and
controlled by Vittorio Merloni, and the Senior Management of Panini. In
connection with ID4's purchase of the Panini equity, for which Marvel received a
nominal price, ID4 also purchased all of Panini's outstanding U.S. bank debt and
Marvel was released from its guarantee of $27 million of that bank debt. Marvel
made a cash payment of $11.2 million to Panini's bank lenders to obtain its
release from the $27 million guarantee. Marvel also announced that Panini would
continue as Marvel's international publishing licensee under a five-year license
entered into as part of the sale.
Panini is engaged in the children's activity sticker business under the Panini
brand name, the comic and kid's publishing businesses and the adhesive paper
business through its Adespan Division. Panini was a subsidiary of Marvel
Entertainment Group, Inc. when that company was acquired by Marvel, then called
Toy Biz, Inc., in October, 1998. Since that time, Panini has been held by Marvel
for disposition and the guarantee of Panini's bank debt has been carried on
Marvel's balance sheet as a $27 million long-term liability.
Peter Cuneo, Marvel's President and CEO, commented that: "The terms of this sale
are very positive for Marvel. We were able to dispose of this subsidiary and at
the same time enhance stockholder value by eliminating our $27 million guarantee
liability for only $11.2 million. We look forward to the royalties that we will
receive from our long-term license with Panini, under which Marvel's
market-leading comics will continue to be distributed throughout Europe, South
America and Asia. Marvel's characters represent cultural icons to kids and young
adults both here in North America and also throughout the 40 plus countries
where our comics and other licensed products are available."
Vittorio Merloni, President of Fineldo SpA, and Aldo Sallustro, Chief Executive
Officer of Panini, were pleased to announce the return of Panini to Italian
ownership (one of the key companies in Modena, Panini's headquarters) and have
confirmed that there are key programs in development to expand Panini's
activities.
Marvel Enterprises, Inc. is one of the world's most prominent
entertainment-based companies, with operations in the licensing, comic book
publishing and toy businesses. Through its ownership of over 3,500 proprietary
characters, the Company has published comic books for over 60 years in the
United States and numerous foreign countries. The Company licenses the right to
use its characters in a wide range of products such as apparel, snack foods,
video games and collectibles as well as for television series and feature films.
For additional company information, visit Marvel's web site at www.marvel.com.
For additional information concerning Panini visit Panini's web site at
www.paninigroup.com.
IMPORTANT NOTE:
This press release contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not to place
undue reliance on these forward-looking statements. These forward-looking
statements involve risks and uncertainties, including timely development and
upgrades to existing products, the impact of competitive products and pricing,
and other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission (SEC). In particular, the Company's Form 10-K
filed with the SEC in 1998 for the year ended August 31, 1998 should be
referenced.
