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 4, 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) 682-4700
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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.)
804811.1
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ITEM 5. Other Events.
On January 29, 1999, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing it has entered into a definitive
agreement for the sale of substantially all of the assets constituting its
Fleer/Skybox International trading card business, for a purchase price of $26
million in cash to a newly formed private company founded by Alex Grass and his
son Roger Grass.
On February 4, 1999, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.2, announcing it is pursuing an offering of $250
million principal amount of senior notes due 2009. A portion of the proceeds
from the offering will be used to repay the $200 million short-term bridge loan
indebtedness incurred by the Registrant in October 1998 to finance its
acquisition of Marvel Entertainment Group, Inc.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1. Press release of the Registrant, dated January 29, 1999.
99.2. Press release of the Registrant, dated February 4, 1999.
804811.1
<PAGE>
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 4, 1999
By: /s/ WILLIAM H. HARDIE, III
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Name: William H. Hardie, III
Title: Executive Vice President,
Business Affairs
FOR IMMEDIATE RELEASE
MARVEL ENTERPRISES ANNOUNCES SALE OF FLEER/SKYBOX
INTERNATIONAL
New York, New York, January 29, 1999 - Marvel Enterprises, Inc. (NYSE: MVL)
announced today that it has entered into a definitive agreement for the sale of
Fleer/Skybox International, its trading card business, for a purchase price of
$26 million in cash to a newly formed private company founded by Alex Grass and
his son Roger Grass. Alex Grass is the founder of Rite Aid Corporation and
currently serves as a director of Rite Aid and Hasbro, Inc.
Consummation of the sale is subject to the satisfaction of certain
conditions, including obtaining the consents of certain of Fleer/Skybox's
licensors, as well as Marvel's lenders. The transaction is not subject to
financing and is currently expected to close in mid-February.
Eric Ellenbogen, President and CEO of Marvel, commented "As
anticipated, the sale of these non-core assets is a big step toward focusing our
business on media and toys. Anchored by one of the largest character-based
entertainment libraries in the world, we are assembling a strong management team
that will exploit Marvel's characters across the full range of distribution
outlets."
Marvel Enterprises, Inc. is one of the world's leading entertainment
companies with operations in the licensing, comic book publishing and toy
business. The company was formed on October 1, 1998 upon the emergence of Marvel
Entertainment Group, Inc. from bankruptcy and its merger with Toy Biz, Inc.
Through its ownership of over 3,500 proprietary characters, the company has
published comic books for over 60 years in over 70 countries. Marvel licenses
the right to use its characters in a wide range of consumer products such as
video games, interactive software and apparel, as well as for television series
and feature films. For additional company information visit the company's
corporate web-site 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, the inability to
refinance certain indebtedness incurred in connection with the acquisition of
Marvel, 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
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
805028.1
FOR IMMEDIATE RELEASE
MARVEL ENTERPRISES ANNOUNCES PURSUIT OF A SENIOR NOTES
OFFERING
New York, New York -- February 4, 1999. Marvel Enterprises, Inc. (NYSE: MVL)
announced today that it is pursuing an offering of $250 million principal amount
of senior notes due 2009. The notes will be offered to qualified institutional
buyers under Rule 144A of the Securities Act of 1933 and outside the United
States in compliance with Regulation S of the Securities Act of 1933. A portion
of the proceeds from the offering will be used to repay the $200 million
short-term bridge loan indebtedness incurred by the Company in October 1998 to
finance its acquisition of Marvel Entertainment Group, Inc. The Company expects
the offering to be completed by mid-February 1999.
The senior notes have not been 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.
# # #
For further information contact:
Ryan Barr or Chris Plunkett
Brainerd Communicators, Inc.
212-986-6667
805034.1
