UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
.............................MARVEL ENTERPRISES, INC............................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: ______
2) Aggregate number of securities to which transaction applies: ______
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ______
4) Proposed maximum aggregate value of transaction: ______
5) Total fee paid: ______
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ______
2) Form, Schedule or Registration Statement No.: ______
3) Filing Party: ______
4) Date Filed: ______
<PAGE>
MARVEL ENTERPRISES, INC.
387 Park Avenue South
New York, New York 10016
----------------
SUPPLEMENTAL PROXY MATERIAL
for the
2000 Annual Meeting of Stockholders
to be held on September 28, 2000
----------------
This supplemental proxy material (this "Supplement"), is being furnished
by and on behalf of the Board of Directors of Marvel Enterprises, Inc. (the
"Company") as a supplement to the proxy statement (the "Proxy Statement")
furnished by and on behalf of the Board of Directors of the Company in
connection with the solicitation of proxies to be voted at the 2000 Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 10:00 A.M., local
time, on Thursday, September 28, 2000 at the Loews New York Hotel, 2nd Floor,
569 Lexington Avenue at East 51st Street, New York, New York, and at any
adjournments thereof.
This Supplement corrects an error in the Proxy Statement regarding the
number of shares of the Company's common stock, par value $0.01 per share
("Common Stock") which are entitled to vote at the Annual Meeting. The number of
outstanding shares of Common Stock reported in the Proxy Statement includes
7,394,000 shares of Common Stock held by Marvel Characters, Inc., an indirect
wholly owned subsidiary of the Company. Under Delaware law, those shares of
Common Stock are not entitled to vote and may not be counted for quorum
purposes. The overstatement in the number of outstanding shares caused certain
percentages in the Proxy Statement relating to voting and beneficial ownership
of Common Stock to be understated. This Supplement was first mailed to
stockholders on or about September 11, 2000.
All capitalized terms used in this Supplement but not defined here have
the same meanings here as in the Proxy Statement.
Correction to Information Regarding Record Date; Voting Rights
On the Record Date, there were issued and outstanding (i) 33,702,266
shares of Common Stock, each of which is entitled to one vote (33,702,266 votes
in the aggregate, out of 53,892,063 total votes), and (ii) 19,431,951 shares of
8% Preferred Stock, each of which is entitled to 1.039 votes (20,189,797 votes
in the aggregate, out of 53,892,063 total votes).
Correction to Information Regarding Election of Directors
On the Record Date, the parties to the Stockholders' Agreement had the
power to vote, in the aggregate, approximately 56.5% in voting power of the
shares of Capital Stock. Those parties have agreed to vote their shares of
Capital Stock in favor of the election to the Board of Directors of each of the
ten nominees identified in the Proxy Statement. Accordingly, a vote in favor of
the election to the Board of Directors of each of the nominees is assured
without the vote of any other holder of Capital Stock.
<PAGE>
CORRECTION TO INFORMATION REGARDING
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock and 8% Preferred Stock, as of August 25,
2000 (based on 33,702,266 shares of Common Stock outstanding on that date), by
(i) each person known by the Company to be the beneficial owner of 5% or more of
the outstanding Common Stock or 8% Preferred Stock (based, in part, upon copies
of all Schedules 13D and 13G provided to the Company), (ii) each director of the
Company, (iii) each Named Executive Officer of the Company, and (iv) all
executive officers and directors of the Company as a group. Because the voting
or dispositive power of certain shares listed in the table is shared, the same
securities are sometimes listed opposite more than one name in the table and the
sharing of voting or dispositive power is described in a footnote. The total
number of shares of Common Stock and 8% Preferred Stock listed below for
directors and executive officers as a group eliminates such duplication.
Each share of 8% Preferred Stock is convertible by its holder into 1.039
shares of Common Stock. The table assumes that no warrants for the purchase of
stock of the Company have been exercised. As far as the Company is aware, none
of the stockholders named in the table owns any warrants for the purchase of
stock of the Company.
Under the rules of the Securities and Exchange Commission, beneficial
ownership of a share of 8% Preferred Stock constitutes beneficial ownership of
1.039 shares of Common Stock (the amount into which the 8% Preferred Stock is
convertible). Beneficial ownership of Common Stock is shown in the main part of
the table and the portion of that beneficial ownership traceable to beneficial
ownership of 8% Preferred Stock is set forth in the footnotes.
The Schedules 13D and 13G that the Company used in compiling the table
take differing positions as to whether shares of stock covered by the
Stockholders' Agreement are held with "shared voting power." The table does not
attempt to reconcile those differences.
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<PAGE>
Shares of Common Stock Beneficially Owned
<TABLE>
<CAPTION>
Sole Voting Shared Voting Sole Dispositive Shared Dispositive
Power Power Power Power
Five Percent Stockholders, ----- ----- ----- -----
Directors Percent Percent Percent Percent
and Executive Officers Number of Class Number of Class Number of Class Number of Class
--------------------- ------ -------- ------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Avi Arad (1) (2).................. -- * 30,954,151 67.8% 4,650,000 13.6% -- *
1698 Post Road East
Westport, Connecticut 06880
Isaac Perlmutter (2) (3).......... -- * 30,954,151 67.8% 15,044,781 38.8% -- *
P.O. Box 1028
Lake Worth, Florida 33460
The Chase Manhattan Corporation
(2) (4)........................... -- * 30,954,151 67.8% 2,216,352 6.4% -- *
270 Park Avenue
New York, New York 10017
Morgan Stanley & Co. Incorporated
(2) (5)........................... -- * 30,954,151 67.8% -- * 5,280,167 14.8%
1585 Broadway
New York, New York 10036
Whippoorwill Associates,
Incorporated as agent of and/or
general partner for certain
institutions and funds (6).......... -- * 3,841,550 10.6% -- * 3,841,550 10.6%
11 Martine Avenue
White Plains, New York 10606
Mark H. Rachesky, M.D. (7)........ -- * 2,197,216 6.13% -- * 2,197,216 6.13%
c/o MHR Fund Management LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Morton E. Handel (8).............. 54,334 * -- * -- * -- *
F. Peter Cuneo (9)................ 405,214 1.2% -- * -- * -- *
Sid Ganis (10) ................... 16,667 * -- * -- * -- *
Shelley F. Greenhaus (11) ........ 26,667 * -- * -- * -- *
James F. Halpin (12).............. 31,667 * -- * -- * -- *
Michael M. Lynton (12)............ 26,667 * -- * -- * -- *
Lawrence Mittman (12)............. 26,667 * -- * -- * -- *
Rod Perth (12).................... 26,667 * -- * -- * -- *
Michael J. Petrick................ -- * -- * -- * -- *
Alan Fine (13).................... 216,667 * -- * -- * -- *
Eric Ellenbogen (14) ............. 240,000 * -- * -- * -- *
William H. Hardie, III (15) ...... -- * -- * -- * -- *
Robert S. Hull (16)............... -- * -- * -- * -- *
All current executive officers and
directors as a group
(15 persons) (2) (17).......... 837,217 2.4% 30,954,151 67.8% 19,694,781 50.1% -- *
</TABLE>
----------
* Less than 1%.
(1) Figures include 500,000 shares of Common Stock subject to stock options
granted to Mr. Arad pursuant to the Stock Incentive Plan which are
immediately exercisable. Mr. Arad is a party to the Stockholders'
Agreement. Except for the 4,650,000 shares over which Mr. Arad may be
deemed to have sole dispositive power, shares over which Mr. Arad may be
deemed to have shared voting power (which include shares of Common Stock
underlying 10,989,381 shares of 8% Preferred Stock) are beneficially owned
by other parties to the Stockholders' Agreement and it is only by reason
of Mr. Arad's position as a party to the Stockholders' Agreement that Mr.
Arad may be deemed to possess that shared voting power.
(2) Figures in the table and in the footnotes for the number of shares
beneficially owned by parties to the Stockholders' Agreement do not
include shares beneficially owned by Dickstein Partners Inc. and certain
of its affiliates that are signatories to the Stockholders' Agreement.
Shares of Common Stock beneficially owned by Dickstein Partners Inc. and
those affiliates are covered by the Stockholders' Agreement, but the
Company does not know the number of those shares. Dickstein Partners Inc.
and its affiliates beneficially own less than 5% of the Common Stock and
no longer file ownership reports on Schedules 13D or 13G with the
Securities and Exchange Commission.
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<PAGE>
(3) Mr. Perlmutter is a party to the Stockholders' Agreement.
(a) Figures include 13,334 shares of Common Stock subject to stock options
granted to Mr. Perlmutter pursuant to the Stock Incentive Plan which
are immediately exercisable. Other shares over which Mr. Perlmutter may
be deemed to have sole dispositive power are directly held as follows:
<TABLE>
<CAPTION>
Shares of Common Shares of 8%
Holder Stock Preferred Stock
------ ----- ---------------
<S> <C> <C>
Zib................................................. 9,256,000 --
The Laura and Isaac Perlmutter Foundation Inc....... 250,000 --
Object Trading Corp................................. 33,500 4,012,187
Classic Heroes, Inc................................. -- 265,302
Biobright Corporation............................... -- 265,302
Tangible Media, Inc................................. 400,000 --
Isaac Perlmutter T.A................................ -- 333,965
Isaac Perlmutter.................................... 25,000 --
</TABLE>
The sole stockholder of Zib, a Delaware corporation, is Isaac
Perlmutter T.A., a Florida trust (the "Perlmutter Trust"). Mr.
Perlmutter is a trustee and the sole beneficiary of the Perlmutter
Trust, and may revoke it at any time. Mr. Perlmutter is a director and
the president of the Laura and Isaac Perlmutter Foundation Inc., a
Florida not-for-profit corporation. Mr. Perlmutter is the sole
stockholder of (i) Object Trading Corp., a Delaware corporation, (ii)
Classic Heroes, Inc., a Delaware corporation, (iii) Biobright
Corporation, a Delaware corporation and (iv) Tangible Media, Inc., a
Delaware corporation. Mr. Perlmutter may be deemed to possess (i) the
power to vote and dispose of the shares of Capital Stock directly held
by Zib, Object Trading Corp., Classic Heroes, Inc., Biobright
Corporation, Tangible Media, Inc. and the Perlmutter Trust, and (ii)
the power to direct the vote and disposition of the shares of Capital
Stock directly held by the Laura and Isaac Perlmutter Foundation Inc.
(b) Except for the 15,044,781 shares over which Mr. Perlmutter may be
deemed to have sole dispositive power (which include shares of Common
Stock underlying 4,876,756 shares of 8% Preferred Stock), shares over
which Mr. Perlmutter may be deemed to have shared voting power (which
include shares of Common Stock underlying 10,989,381 shares of 8%
Preferred Stock) are beneficially owned by parties to the Stockholders'
Agreement which are unaffiliated with Mr. Perlmutter and it is only by
reason of Mr. Perlmutter's position as a party to the Stockholders'
Agreement that Mr. Perlmutter may be deemed to possess that shared
voting power.
(4)(a) Shares over which The Chase Manhattan Corporation, a Delaware
corporation, may be deemed to have sole dispositive power are held
directly by The Chase Manhattan Bank, a New York corporation that is
wholly owned by The Chase Manhattan Corporation. The Chase Manhattan
Bank is a party to the Stockholders' Agreement.
(b) Except for the 2,216,352 shares over which The Chase Manhattan
Corporation may be deemed to have sole dispositive power (which include
shares of Common Stock underlying 892,758 shares of 8% Preferred
Stock), shares over which The Chase Manhattan Corporation may be deemed
to have shared voting power (which include shares of Common Stock
underlying 10,989,381 shares of 8% Preferred Stock) are beneficially
owned by parties to the Stockholders' Agreement which are unaffiliated
with The Chase Manhattan Corporation and it is only by reason of The
Chase Manhattan Bank's position as a party to the Stockholders'
Agreement that The Chase Manhattan Corporation may be deemed to possess
that shared voting power.
(5) Morgan Stanley is a party to the Stockholders' Agreement. Morgan
Stanley shares dispositive power over 5,280,167 shares with its parent,
Morgan Stanley Dean Witter & Co. Except for those 5,280,167 shares
(which include shares of Common Stock underlying 2,897,972 shares of 8%
Preferred Stock), shares over which Morgan Stanley may be deemed to
have shared voting power (which include shares of Common Stock
underlying 10,989,381 shares of 8% Preferred Stock) are beneficially
owned by parties to the Stockholders' Agreement which are unaffiliated
with Morgan Stanley and it is only by reason of Morgan Stanley's
position as a party to the Stockholders' Agreement that Morgan Stanley
may be deemed to possess that shared voting power.
(6) Whippoorwill may be deemed to be the beneficial owner of these shares
(which include shares of Common Stock underlying 2,370,319 shares of 8%
Preferred Stock) because it has discretionary authority with respect to
the investments of, and acts as agent for, the direct holders of the
shares. Whippoorwill disclaims any beneficial ownership of Common Stock
or 8% Preferred Stock except to the extent of Whippoorwill's pecuniary
interest in that stock, if any. Whippoorwill, as agent of and/or
general partner for certain institutions and funds, is a party to the
Stockholders' Agreement. Figures
-4-
<PAGE>
include 78,699 shares of Common Stock (which include shares of Common
Stock underlying 48,424 shares of 8% Preferred Stock) that are not
subject to the Stockholders' Agreement.
(7) Based on a Schedule 13G filed with the Securities and Exchange
Commission on November 12, 1999 by (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 party named in this footnote has an office
at 40 West 57th Street, 33rd Floor, New York, NY 10019. Figures include
shares of Common Stock underlying 2,036,752 shares of 8% Preferred
Stock.
(8) Figures include 33,334 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.
(9) Figures include 375,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable and 214 shares of Common Stock, of which Mr. Cuneo
disclaims beneficial ownership, owned by Mr. Cuneo's son.
(10) Figures include 6,667 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.
(11) Figures include 13,334 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable. Does not include shares held by various institutions and
funds with respect to whose investments Whippoorwill has discretionary
authority and for which Whippoorwill acts as agent. Mr. Greenhaus is
the president and managing director of Whippoorwill. Mr. Greenhaus
disclaims beneficial ownership of the shares of Common Stock and 8%
Preferred Stock owned by discretionary accounts managed by Whippoorwill
as set forth above except to the extent of his pecuniary interest in
that stock, if any.
(12) Figures include 13,334 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.
(13) Figures include 216,667 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.
(14) Mr. Ellenbogen is no longer employed by the Company. Figures include
240,000 shares of Common Stock subject to stock options granted
pursuant to the Stock Incentive Plan which are immediately exercisable.
(15) Mr. Hardie is no longer employed by the Company.
(16) Mr. Hull is no longer employed by the Company.
(17) Figures in the "Sole Voting Power" column, the "Shared Voting Power"
column, and the "Sole Dispositive Power" column include, respectively,
698,338, 513,334 and 513,334 shares of Common Stock subject to stock
options granted pursuant to the Stock Incentive Plan which are
immediately exercisable.
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