UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Marvel Enterprises, Inc.
(Name of Issuer)
Common Stock, $.01 par value
8% Cumulative Convertible Exchangeable
Preferred Stock, par value $.01
(Title of Class of Securities)
Common Stock - 57383M 10 8
Preferred Stock - 57383M 20 7
(CUSIP Number)
November 1, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ x / Rule 13d-1(c)
/ / Rule 13d-1(d)
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 (however, see the
Notes).
<PAGE>
SCHEDULE 13G
CUSIP No.
Common Stock - 57383M 10 8
Preferred Stock - 57383M 20 7
1 NAME OF REPORTING PERSON
MHR INSTITUTIONAL PARTNERS LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY //
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
COMMON STOCK: 1,589,203/1/
PREFERRED STOCK: 1,529,550
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
COMMON STOCK: 1,589,203/1/
PREFERRED STOCK: 1,529,550
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 1,589,203/1/
PREFERRED STOCK: 1,529,550
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
COMMON STOCK: 4.53%
PREFERRED STOCK: 8.69%
12 TYPE OF REPORTING PERSON*
PN
/1/ Includes 1,589,203 shares of Common Stock that the Reporting Person has the
right to acquire upon conversion of 1,529,550 shares of the Issuer's 8%
Convertible Exchangeable Preferred Stock (the "Preferred Stock") held by the
Reporting Person.
<PAGE>
SCHEDULE 13G
CUSIP No.
Common Stock - 57383M 10 8
Preferred Stock - 57383M 20 7
1 NAME OF REPORTING PERSON
MHRM PARTNERS LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
COMMON STOCK: 168,831/2/
PREFERRED STOCK: 162,494
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
COMMON STOCK: 168,831/2/
PREFERRED STOCK: 162,494
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 168,831/2/
PREFERRED STOCK: 162,494
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
COMMON STOCK: 0.50%
PREFERRED STOCK: 0.92%
12 TYPE OF REPORTING PERSON*
PN
/2/ Includes 168,831 shares of Common Stock that the Reporting Person has the
right to acquire upon conversion of 162,494 shares of Preferred Stock held by
the Reporting Person.
<PAGE>
SCHEDULE 13G
CUSIP No.
Common Stock - 57383M 10 8
Preferred Stock - 57383M 20 7
1 NAME OF REPORTING PERSON
MHR CAPITAL PARTNERS LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
COMMON STOCK: 317,127/3/
PREFERRED STOCK: 227,234
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
COMMON STOCK: 317,127/3/
PREFERRED STOCK: 227,234
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 317,127/3/
PREFERRED STOCK: 227,234
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
COMMON STOCK: 0.94%
PREFERRED STOCK: 1.29%
12 TYPE OF REPORTING PERSON*
PN
/3/ Includes 236,096 shares of Common Stock that the Reporting Person has the
right to acquire upon conversion of 227,234 shares of Preferred Stock held by
the Reporting Person.
<PAGE>
SCHEDULE 13G
CUSIP No.
Common Stock - 57383M 10 8
Preferred Stock - 57383M 20 7
1 NAME OF REPORTING PERSON
MHR INSTITUTIONAL ADVISORS LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
COMMON STOCK: 1,758,034/4/ (See Item 4)
PREFERRED STOCK: 1,692,044 (See Item 4)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
COMMON STOCK: 1,758,034/4/ (See Item 4)
PREFERRED STOCK: 1,692,044 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 1,758,034/4/ (See Item 4)
PREFERRED STOCK: 1,692,044 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 4.98%
PREFERRED STOCK: 9.62%
12 TYPE OF REPORTING PERSON*
OO
/4/ Includes 1,589,203 and 168,831 shares of Common Stock that MHR Institutional
Partners LP and MHRM Partners LP, respectively, have the right to acquire upon
conversion of the 1,529,550 and 162,494 shares of Preferred Stock held by each,
respectively, which shares the Reporting Person may be deemed to be a beneficial
owner of by reason of its position as general partner of each such entity.
Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of
such shares.
<PAGE>
SCHEDULE 13G
CUSIP No.
Common Stock - 57383M 10 8
Preferred Stock - 57383M 20 7
1 NAME OF REPORTING PERSON
MHR ADVISORS LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
COMMON STOCK: 317,127/5/ (See Item 4)
PREFERRED STOCK: 227,234 (See Item 4)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
COMMON STOCK: 317,127/5/ (See Item 4)
PREFERRED STOCK: 227,234 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 317,127/5/ (See Item 4)
PREFERRED STOCK: 227,234 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 0.94%
PREFERRED STOCK: 1.29%
12 TYPE OF REPORTING PERSON*
OO
/5/ Includes 236,096 shares of Common Stock that MHR Capital Partners LP has the
right to acquire upon conversion of the 227,234 shares of Preferred Stock held
by it which the Reporting Person may be deemed to be a beneficial owner of by
reason of its position as general partner of MHR Capital Partners LP. Pursuant
to Rule 13d-4, the Reporting Person disclaims beneficial ownership of such
shares.
<PAGE>
SCHEDULE 13G
CUSIP No.
Common Stock - 57383M 10 8
Preferred Stock - 57383M 20 7
1 NAME OF REPORTING PERSON
Mark H. Rachesky, M.D.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
COMMON STOCK: 2,075,161/7/ (See Item 4)
PREFERRED STOCK: 1,919,278 (See Item 4)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
COMMON STOCK: 2,075,161/7/ (See Item 4)
PREFERRED STOCK: 1,919,278 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 2,075,161/2/ (See Item 4)
PREFERRED STOCK: 1,919,278/2/ (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK: 5.84%
PREFERRED STOCK: 10.91%
12 TYPE OF REPORTING PERSON*
OO
/6/ Includes 1,589,203, 168,831 and 236,096 shares of Common Stock that MHR
Institutional Partners LP, MHRM Partners LP, and MHR Capital Partners LP,
respectively, have the right to acquire upon conversion of the 1,529,550,
162,494 and 227,234 shares of Preferred Stock held by each, respectively, which
shares the Reporting Person may be deemed to be a beneficial owner of by reason
of his position as managing member of each of the general partners of such
entities. Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial
ownership of such shares.
<PAGE>
SCHEDULE 13G
This Statement on Schedule 13G relates to shares of common stock, par
value $.01 per share (the "Common Stock") and the 8% Cumulative Convertible
Exchangeable Preferred Stock, par value $.01 per share (the "Preferred Stock"),
of Marvel Enterprises, Inc., a Delaware corporation (the "Issuer").
ITEM 1
(a) Name of Issuer: Marvel Enterprises, Inc. (f/k/a Toy Biz, Inc.)
(b) Address of Issuers Principal Executive Offices:
387 Park Avenue South
New York, New York 10016
ITEM 2
(a) - (c) The persons filing this statement (each, a "Reporting
Person" and collectively, the "Reporting Group") are: (i)
MHR Institutional Partners LP, a Delaware limited
partnership ("Institutional Partners"); (ii) MHRM Partners
LP, a Delaware limited partnership ("MHRM"); (iii) MHR
Capital Partners LP, a Delaware limited partnership
("Capital Partners"); (iv) MHR Institutional Advisors LLC,
a Delaware limited liability company ("Institutional
Advisors") and the general partner of Institutional
Partners and MHRM; (v) MHR Advisors LLC, a Delaware
limited liability company ("Advisors") and the general
partner of Capital Partners; and (vi) Mark H. Rachesky,
M.D., the managing member of Institutional Advisors and
Advisors. Each Reporting Person has an office at 40 West
57th Street, 33rd Floor, New York, New York, 10019.
(d) Title of Class of Securities: Common Stock, par value
$.01 per share
Title of Class of Securities: 8% Cumulative Convertible
Exchangeable Preferred Stock, par value $.01 per share
(e) CUSIP Number for Common Stock: 57383M 10 8
CUSIP Number for Preferred Stock: 57383M 20 7
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the
Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance company as defined in Section 3(a)(19) of
the Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
Section
240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)
(h) / / Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
<PAGE>
ITEM 4 Ownership
Institutional Partners currently owns 1,529,550 shares of Preferred
Stock which represents 8.69% of the Preferred Stock outstanding (based upon
17,592,257 shares of Preferred Stock, which number was calculated based on the
52,184,538 shares of Common Stock stated to be outstanding as of June 30, 1999
by the Issuer in the Issuer's Form 10-Q for the quarter ended June 30, 1999 (the
"10-Q"), assuming the conversion of all Preferred Stock) and which Institutional
Partners has the right to convert into 1,589,203 shares of Common Stock, which
represents 4.53% of the Common Stock outstanding (based upon the 33,532,159
shares of Common Stock stated to be outstanding as of June 30, 1999 by the
Issuer in the 10-Q). Capital Partners owns 227,234 shares of Preferred Stock
which represents 1.29% of the Preferred Stock outstanding and 81,031 shares of
Common Stock. Capital Partners has the right to convert its shares of Preferred
Stock into 236,096 shares of Common Stock which together with the shares of
Common Stock held by Capital Partners represents 0.94% of the Common Stock
outstanding. MHRM owns 162,494 shares of Preferred Stock which represents 0.92%
of the Preferred Stock outstanding and which MHRM has the right to convert into
168,831 shares of Common Stock, which represents 0.50% of the Common Stock
outstanding. Institutional Advisors may be deemed to be a beneficial owner of
1,529,550 shares of Preferred Stock and 162,494 shares of Preferred Stock held
by Institutional Partners and MHRM, respectively, by reason of its position as
general partner of each of Institutional Partners and MHRM. Pursuant to Rule
13d-4 promulgated under the Act, Institutional Advisors disclaims such
beneficial ownership. Advisors may be deemed to be a beneficial owner of the
81,031 shares of Common Stock and 227,234 shares of Preferred Stock held by
Capital Partners by reason of its position as general partner of Capital
Partners. Pursuant to Rule 13d-4 promulgated under the Act, Advisors disclaims
such beneficial ownership. Mark H. Rachesky, M.D. may be deemed to be a
beneficial owner of (i) the 1,692,044 shares of Preferred Stock which
Institutional Advisors may be deemed to be a beneficial owner of, and (ii) the
81,031 shares of Common Stock and 227,234 shares of Preferred Stock which
Advisors may be deemed to be a beneficial owner of, by reason of his position as
the managing member of Institutional Advisors and Advisors, respectively.
Pursuant to Rule 13d-4, Dr. Rachesky disclaims such beneficial ownership.
Pursuant to Rule 13d-3 promulgated under the Act, the Reporting Group may be
deemed to be a beneficial owner of an aggregate of 1,919,278 shares of Preferred
Stock representing 10.91% of the Preferred Stock outstanding and 81,031 shares
of Common Stock which, together with the 1,994,130 shares of Common Stock which
the Reporting Group has the right to acquire upon conversion of the shares of
Preferred Stock which the members of the Reporting Group may be deemed to be a
beneficial owner of, represents 5.84% of the Common Stock outstanding.
Each of Institutional Partners, MHRM and Capital Partners has the sole
power to vote and dispose of all shares of Common Stock, if any, and Preferred
Stock that it owns. Institutional Advisors is the general partner of
Institutional Partners and MHRM. Therefore, Institutional Advisors may be deemed
to be a beneficial owner of the 1,529,550 and 162,494 shares of Preferred Stock
owned by Institutional Partners and MHRM, respectively, with the shared power
with Institutional Partners and MHRM, respectively, to vote or direct the vote
and the shared power with Institutional Partners and MHRM, respectively, to
dispose or direct the disposition of, such shares. Advisors is the general
partner of Capital Partners. Therefore Advisors may be deemed to be a beneficial
owner of the 81,031 shares of Common Stock and 227,234 shares of Preferred Stock
owned by Capital Advisors, with the shared power with Capital Partners to vote
or direct the vote and the shared power with Capital Partners to dispose or
direct the disposition, of such shares. Dr. Rachesky is the managing member of
Institutional
<PAGE>
Advisors and Advisors. Therefore, Dr. Rachesky may be deemed to be a beneficial
owner of the (i) 1,692,044 shares of Preferred Stock which Institutional
Partners may be deemed to be a beneficial owner of, and (ii) 81,031 shares of
Common Stock and 227,234 shares of Preferred Stock which Advisors may be deemed
to be a beneficial owner of, with the shared power with each of Institutional
Partners, MHRM and Capital Partners, respectively, to vote or direct the vote
and the shared power with each of Institutional Partners, MHRM and Capital
Partners, respectively, to dispose or direct the disposition of, such shares.
The filing of this statement on Schedule 13G shall not be construed as
an admission that any member of the Reporting Group is, for the purposes of
Sections 13(d) or 13(g) of the Act, the beneficial owner of any of the shares of
Preferred Stock or Common Stock owned by any other member of the Reporting
Group. Pursuant to Rule 13d-4,each member of the Reporting Group disclaims all
such beneficial ownership.
ITEM 5 Ownership of Five Percent or Less of a Class
NOT APPLICABLE
ITEM 6 Ownership of More than Five Percent on Behalf of Another
Person
NOT APPLICABLE
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
NOT APPLICABLE
ITEM 8 Identification and Classification of Members of the Group
See Item 2
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
Exhibits
- --------
Exhibit 1 Joint filing Agreement dated November 10, 1999_ by
and among MHR Institutional Partners LP, MHRM
Partners LP, MHR Capital Partners LP, MHR
Institutional Advisors LLC, MHR Advisors LLC and
Mark H. Rachesky, M.D.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement on Schedule 13G is true, complete and
correct.
Dated: November 10, 1999
MHR INSTITUTIONAL PARTNERS LP
By: MHR Institutional Advisors LLC, its
General Partner
By: /s/ MARK H. RACHESKY
---------------------------------
MARK H. RACHESKY, M.D.
Managing Member
MHRM PARTNERS LP
By: MHR Institutional Advisors LLC, its
General Partner
By: /s/ MARK H. RACHESKY
---------------------------------
MARK H. RACHESKY, M.D.
Managing Member
MHR CAPITAL PARTNERS LP
By: MHR Advisors LLC, its General Partner
By: /s/ MARK H. RACHESKY
---------------------------------
MARK H. RACHESKY, M.D.
Managing Member
MHR INSTITUTIONAL ADVISORS LLC
By: /s/ MARK H. RACHESKY
----------------------------
MARK H. RACHESKY, M.D.
Manager Member
MHR ADVISORS LLC
By: /s/ MARK H. RACHESKY
----------------------------
MARK H. RACHESKY, M.D.
Manager Member
/s/ MARK H. RACHESKY
-----------------------------
MARK H. RACHESKY, M.D.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock, par value $.01 per share and 8%
Cumulative Convertible Exchangeable Preferred Stock, $.01 par value per share of
Marvel Enterprises, Inc. and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is
responsible for timely filing of such statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party is
responsible for the accuracy and completeness of the information concerning any
other party, unless such party knows or has reason to believe that such
information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of November 10, 1999.
MHR INSTITUTIONAL PARTNERS LP
By: MHR Institutional Advisors LLC, its
General Partner
By: /s/ MARK H. RACHESKY
---------------------------------
MARK H. RACHESKY, M.D.
Managing Member
MHRM PARTNERS LP
By: MHR Institutional Advisors LLC, its
General Partner
By: /s/ MARK H. RACHESKY
---------------------------------
MARK H. RACHESKY, M.D.
Managing Member
<PAGE>
MHR CAPITAL PARTNERS LP
By: MHR Advisors LLC, its General Partner
By: /s/ MARK H. RACHESKY
---------------------------------
MARK H. RACHESKY, M.D.
Managing Member
MHR INSTITUTIONAL ADVISORS LLC
By: /s/ MARK H. RACHESKY
----------------------------
MARK H. RACHESKY, M.D.
Manager Member
MHR ADVISORS LLC
By: /s/ MARK H. RACHESKY
----------------------------
MARK H. RACHESKY, M.D.
Manager Member
/s/ MARK H. RACHESKY
-----------------------------
MARK H. RACHESKY, M.D.
