Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration Statement on Form S-4 131 700K
2: EX-12 Statement Re: Computation of Ratios 1 8K
3: EX-23.1 Consent of Independent Auditors 1 7K
4: EX-23.2 Consent of Independent Auditors 1 6K
5: EX-25 Form T-1 8 27K
6: EX-99.1 Letter of Transmittal 13 59K
7: EX-99.2 Notice of Guaranteed Delivery 3 13K
8: EX-99.3 Form of Letter to Dtc Participants 3 11K
9: EX-99.4 Form of Letter to Clients 2 9K
10: EX-99.5 Form of Instructions From Clients 2 9K
EX-99.3 — Form of Letter to Dtc Participants
| EX-99.3 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 99.3
Offer to Exchange
12% Senior Notes due 2009
that have been registered under the Securities Act of 1933
for Any and All Outstanding
12% Senior Notes due 2009
of
MARVEL ENTERPRISES, INC.
To Registered Holders and Depository
Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer
by Marvel Enterprises, Inc. (the "Company") to exchange its 12% Senior Notes due
2009 (the "Exchange Notes"), pursuant to an offering registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like principal
amount of its issued and outstanding 12% Senior Notes due 2009 (the "Restricted
Notes") upon the terms and subject to the conditions set forth in the Company's
Prospectus, dated __________, 1999, and the related Letter of Transmittal (which
together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated __________, 1999;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner; and
5. Letter which may be sent to your clients for whose account you hold
Restricted Notes in your name or in the name of your nominee, to
accompany the instruction form referred to above, for obtaining such
client's instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that the Offer
will expire at 5:00 p.m., New York City time, on ____________, 1999, unless
extended.
The Offer is not conditioned upon any minimum number of Old Notes being
tendered.
To participate in the Exchange Offer by tendering notes by book-entry
transfer, a beneficial holder must cause a DTC Participant to tender such
holder's Restricted Notes to IBJ Whitehall Bank & Trust Company's (the "Exchange
Agent") account maintained at the Depository Trust Company
834748.1
("DTC") for the benefit of the Exchange Agent through DTC's Automated Tender
Offer Program ("ATOP"), including transmission of a computer-generated message
that acknowledges and agrees to be bound by the terms of the Letter of
Transmittal. By complying with DTC's ATOP procedures with respect to the
Exchange Offer, the DTC Participant confirms on behalf of itself and the
beneficial owners of tendered Restricted Notes all provisions of the Letter of
Transmittal applicable to it and such beneficial owners as fully as if it
completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each holder of Restricted Notes will
represent to the Company that (i) the Exchange Notes acquired in the Exchange
Offer are being obtained in the ordinary course of business of the person
receiving such Exchange Notes, whether or not such person is such holder, (ii)
neither the holder of the Restricted Notes nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes, (iii) if the holder is not a broker-dealer or is a
broker-dealer but will not receive Exchange Notes for its own account in
exchange for Restricted Notes, neither the holder nor any such other person is
engaged in or intends to participate in a distribution of the Exchange Notes and
(iv) neither the holder nor any such other person is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act of 1933, as
amended. If the tendering holder is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Restricted Notes, you will represent
on behalf of such broker-dealer that the Restricted Notes to be exchanged for
the Exchange Notes were acquired by it as a result of market-making activities
or other trading activities, and acknowledge on behalf of such broker-dealer
that it will deliver a prospectus meeting the requirements of the Act in
connection with any resale of such Exchange Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the Act in
connection with any resale of such Exchange Notes, the undersigned is not deemed
to admit that it is an "underwriter" within the meaning of the Act.
The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner contains an authorization by the beneficial owners of the
Restricted Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Restricted Notes pursuant to the Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of
Restricted Notes to it, except as otherwise provided in Instruction [6] of the
enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from IBJ
Whitehall Bank & Trust Company.
Very truly yours,
MARVEL ENTERPRISES, INC.
834748.1
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF MARVEL ENTERPRISES, INC. OR IBJ WHITEHALL BANK & TRUST COMPANY OR
AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
834748.1
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