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 Reported) August 22, 2000
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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.)
387 Park Avenue South, New York, NY 10016
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (212) 696-0808
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(Former Name or Former Address, If Changed Since Last Report.)
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ITEM 5. Other Events
On August 22, 2000 the Board of Directors of Marvel
Enterprises, Inc. (the "Company") authorized a dividend of one preferred share
purchase right (a "Right") for each share of common stock, $.01 par value per
share ("Common Shares") and 1.039 Rights for each share of 8% Cumulative
Convertible Exchangeable Preferred Stock, $.01 par value per share ("8%
Preferred Shares"), of the Company outstanding at the close of business on
September 15, 2000 (the "Record Date"). As long as the Rights are attached to
the Common Shares or 8% Preferred Shares, the Company will issue one Right
(subject to adjustment) with each new Common Share and 1.039 Rights (subject to
adjustment) with each new 8% Preferred Share so that all such shares will have
attached Rights. When exercisable, each Right will entitle the registered holder
to purchase from the Company one one-hundredth of a share of Class A Junior
Participating Preferred Stock (the "Preferred Shares") at a price of $35 per
one-hundredth of a Preferred Share, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement, dated as of August 22, 2000, as the same may be amended from time to
time (the "Rights Agreement"), between the Company and American Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten (10) days following a
public announcement that a person or group of affiliated or associated persons
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the Common Shares (an "Acquiring Person") or (ii) ten (10) business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement or announcement of an intention to
make a tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of the Common
Shares (the earlier of (i) and (ii) being called the "Distribution Date"), the
Rights will be represented, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate and with
respect to any of the 8% Preferred Share certificates outstanding as of the
Record Date, by such 8% Preferred Share certificate.
The Rights Agreement provides that until the Distribution Date
(or earlier redemption, exchange, termination or expiration of the Rights), the
Rights will be transferred with and only with the Common Shares and 8% Preferred
Shares. Until the Distribution Date (or earlier redemption, exchange,
termination or expiration of the Rights), new Common Share certificates and 8%
Preferred Share certificates issued after the close of business on the Record
Date upon transfer or new issuance of the Common Shares or 8% Preferred Shares
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption, exchange, termination or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares or 8% Preferred Shares, with or without such notation or a copy of
this Summary of Rights, will also constitute the transfer of the Rights
associated with the Common Shares or 8% Preferred Shares represented by such
certificate. As soon as practicable
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following the Distribution Date, separate certificates representing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
and 8% Preferred Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will represent the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on September 15, 2010 subject to the Company's right to
extend such date (the "Final Expiration Date"), unless earlier redeemed or
exchanged by the Company or terminated.
The Preferred Shares will rank junior to the 8% Preferred
Shares as to dividends and upon liquidation, dissolution and winding up of the
Company. Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly dividend
payment of $0.10 per share but will be entitled to an aggregate dividend of 100
times the dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Shares will be entitled to a minimum preferential liquidation payment
of $10 per share (plus any accrued but unpaid dividends) but will be entitled to
an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes and will vote together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. Preferred Shares will
not be redeemable. These rights are protected by customary antidilution
provisions. Because of the nature of the Preferred Share's dividend, liquidation
and voting rights, the value of one one-hundredth of a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness, cash, securities or assets (excluding regular
periodic cash dividends at a rate not in excess of 125% of the rate of the last
regular periodic cash dividend theretofore paid or, in case regular periodic
cash dividends have not theretofore been paid, at a rate not in excess of 50% of
the average net income per share of the Company for the four quarters ended
immediately prior to the payment of such dividend, or dividends payable in
Preferred Shares (which dividends will be subject to the adjustment described in
clause (i) above)) or of subscription rights or warrants (other than those
referred to above).
In the event that a person becomes an Acquiring Person or if
the Company is the surviving corporation in a merger with an Acquiring Person or
any affiliate or associate of an Acquiring Person and the Common Shares and/or
8% Preferred Shares were not changed or
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exchanged, each holder of a Right, other than Rights that are or were acquired
or beneficially owned by the Acquiring Person (which Rights will be void), will
thereafter have the right to receive, upon exercise thereof, that number of
Common Shares having a market value of two times the then-current Purchase Price
of the Right. In the event that, after a person has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
more than 50% of its assets or earning power are sold, proper provision shall be
made so that each holder of a Right shall thereafter have the right to receive,
upon the exercise thereof at the then-current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the then-current
Purchase Price of the Right.
At any time after a person becomes an Acquiring Person and
prior to the earlier of one of the events described in the last sentence of the
previous paragraph or the acquisition by such Acquiring Person of 50% or more of
the outstanding Common Shares, the Board of Directors may cause the Company to
exchange the Rights (other than Rights owned by an Acquiring Person, which will
be void), in whole or in part, for that number of Common Shares having an
aggregate value equal to the Spread (the excess of the value of the Common
Shares issuable upon the exercise of a Right over the Purchase Price) per Right
(subject to adjustment).
No adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price. No fractional Preferred Shares or Common Shares will be issued (other
than fractions of Preferred Shares which are integral multiples of one
one-hundredth of a Preferred Share, which may, at the election of the Company,
be represented by depository receipts), and in lieu thereof, a payment in cash
will be made based on the market price of the Preferred Shares or Common Shares
on the last trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price") by the Board of Directors at
any time prior to the time that an Acquiring Person has become such. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, it will not entitle its holder to
any rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company for so long as the Rights are then
redeemable, and after the Rights are no longer redeemable, the Company may amend
or supplement the Rights Agreement in any manner that does not adversely affect
the interests of the holders of the Rights.
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The Rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the Company without
paying all stockholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 15% or more of the Company's stock
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors at any time before a person or group has become an Acquiring Person.
The Rights Agreement and the text of the press release
announcing the declaration of the Rights are incorporated herein by reference as
exhibits to this Current Report. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
4.2 Rights Agreement, dated as of August 22, 2000, between Marvel
Enterprises, Inc. and American Stock Transfer & Trust Company
as Rights Agent, which includes the form of Certificate of
Designation, Preferences and Rights of the Class A Junior
Participating Preferred Stock of Marvel Enterprises, Inc. as
Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Class A Preferred Shares as
Exhibit C.
99.1 Text of Press Release, dated September 1, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MARVEL ENTERPRISES, INC.
(Registrant)
Date: September 11, 2000
By: /s/ F. Peter Cuneo
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Name: F. Peter Cuneo
Title: President and Chief Executive Officer
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