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) February 25, 1999
Marvel Enterprises, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13638 13-3711775
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
685 Third Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
(212) 588-5100
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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.)
812403.1
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ITEM 5. Other Events.
On February 25, 1999, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing the completion of its previously
announced offering of $250 million of 12% Senior Notes due 2009. A portion of
the proceeds from the offering will be used to repay the remaining $185 million
of the short-term bridge loan indebtedness incurred by the Registrant in October
1998 to finance its acquisition of Marvel Entertainment Group, Inc. The proceeds
will also be used for working capital and general corporate purposes.
ITEM 7. Financial Statements and Exhibits.
(c) Financial Statements and Exhibits.
99.1 Press release of the Registrant, dated February 25, 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: February 25, 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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<PAGE>
Exhibit 99.1
MARVEL
ENTERPRISES, INC.
FOR IMMEDIATE RELEASE
MARVEL ENTERPRISES COMPLETES RULE 144A OFFERING OF
$250 MILLION SENIOR NOTES
New York, New York -- February 25, 1999. Marvel Enterprises, Inc. (NYSE:MVL)
announced today that it has completed its previously announced offering of $250
million of 12% Senior Notes due 2009. The Senior Notes are non-callable for five
years. A portion of the proceeds from the offering will be used to repay the
remaining $185 million of the short-term bridge loan indebtedness incurred by
the Company in October 1998 to finance its acquisition of Marvel Entertainment
Group, Inc. Additionally, the proceeds will be used for working capital and
general corporate purposes.
Eric Ellenbogen, President and CEO of Marvel, commented, "With the placement of
these Notes and the payoff of our bridge loan, Marvel leaves behind the last
significant vestige of its emergence from bankruptcy. We are very pleased with
the solid endorsement of our business plan by Marvel's Noteholders, evidenced by
their commitment to this long-term financing. The resulting capital structure
links perfectly with our strategic growth objectives."
Mr. Ellenbogen continued, "We are putting together a strong, experienced
management team that is focused on maximizing Marvel's prized assets. We believe
the potential of our world-renowned character library remains largely
unrealized.
"Among our media-driven initiatives are film and television productions financed
by third-parties; the expansion of our on-line presence and pursuit of
interactive media opportunities; and, the creation and distribution of an
animated programming library based on our characters. In the last month alone,
X-Men and Fantastic Four movies have been announced by 20th Century Fox, a Blade
sequel is being made by New Line Cinema, and two new television series, Avengers
and Spiderman, are in production and will premiere on the Fox Kids network this
fall.
"In addition, we are refocusing Toy Biz's operations on higher margin toys and
more Marvel properties. We are streamlining the business by discontinuing
non-core operations and concentrating on our core licensing, comic book
publishing and toy businesses."
Continued...
387 Park Avenue South New York NY 10016
812364.1
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MVL: Completes Rule 144A Senior Notes Offering Page: 2
The Senior Notes have not been and will not be registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Marvel Enterprises, Inc. is one of the world's most prominent character-based
entertainment 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 the Company's corporate website at www.marvel.com.
Except for historical information contained herein, the statements in this news
release regarding the Company's plans are forward-looking statements that are
dependent upon certain risks and uncertainties, including those relating to the
ability to integrate Toy Biz's operations with those of Marvel Entertainment
Group, the inability to refinance certain indebtedness incurred in connection
with the acquisition of Marvel Entertainment Group, the Company's potential need
for additional financing, pressure by certain of the Company's major retail
customers to significantly reduce their toy inventory levels, the levels of
media exposure or the popularity of the Company's characters and trademarks,
consumer acceptance of the Company's new product introductions, the Company's
dependence on Chinese toy manufacturers, U.S. trade relations with China,
changing consumer preferences, production delays or shortfalls and general
economic conditions. Those and other risks and uncertainties are described in
the Company's filings with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K.
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For further information contact:
Ryan Barr or Chris Plunkett
Brainerd Communicators, Inc.
212.986.6667
812364.1
