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
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
---------------------
IBJ WHITEHALL BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
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New York 13-6022258
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
LUIS PEREZ, ASSISTANT VICE PRESIDENT
IBJ WHITEHALL BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
Marvel Enterprises, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 13-3711775
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
387 Park Avenue South
New York, New York 10016
(Address of principal executive offices) (Zip code)
12 % Senior Notes Due 2009
---------------
(Title of indenture securities)
Item 1. General information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York
Second District,
33 Liberty Street
New York, New York
(b) Whether it is authorized to exercise corporate
trust powers.
Yes
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
The obligor is not an affiliate of the trustee.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the nature
of any such default.
None
2
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligors are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether
there has been a default under any such indenture or
series, identify the indenture or series affected, and
explain the nature of any such default.
None
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Whitehall Bank & Trust
Company as amended to date. (See Exhibit 1A to Form T-1,
Securities and Exchange Commission File No 22-18460 and
Exhibit 25.1 to Form T-1, Securities and Exchange
Commission File No. 333-46849).
*2. A copy of the Certificate of Authority of the trustee to
Commence Business (Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to exercise
corporate trust powers, as amended to date (See Exhibit 4
to Form T-1, Securities and Exchange Commission File No.
22-19146).
*4. A copy of the existing By-Laws of the trustee, as amended
to date (See Exhibit 25.1 to Form T-1, Securities and
Exchange Commission File No. 333-46849).
5. Not Applicable
6. The consent of United States institutional trustee
required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.
3
NOTE
----
In answering any item in this Statement of Eligibility which relates
to matters peculiarly within the knowledge of the obligor and its
directors or officers, the trustee has relied upon information
furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2,
the answer to said Item is based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an
amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items
1, 2 and 16 of this form since to the best knowledge of the trustee
as indicated in Item 13, the obligor is not in default under any
indenture under which the applicant is trustee.
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, IBJ Whitehall Bank & Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility & qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 29th day of April, 1999.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/Luis Perez
-----------------------------------
Luis Perez
Assistant Vice President
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the issuance by Marvel Enterprises,
Inc., of its 12% Senior Notes due 2009, we hereby consent that reports of
examinations by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/Luis Perez
---------------------------------
Luis Perez
Assistant Vice President
Dated: April 29, 1999
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries
Report as of December 31, 1998
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Dollar Amounts
in Thousands
ASSETS
1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin...................................$ 26,852
b. Interest-bearing balances.............................................................$ 17,489
2. Securities:
a. Held-to-maturity securities...........................................................$ -0-
b. Available-for-sale securities.........................................................$ 207,069
3. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries
and in IBFs
Federal Funds sold and Securities purchased under agreements to resell......................$ 80,389
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income............................$2,033,599
b. LESS: Allowance for loan and lease losses...........................$ 62,853
c. LESS: Allocated transfer risk reserve...............................$ -0-
d. Loans and leases, net of unearned income, allowance, and reserve......................$ 1,970,746
5. Trading assets held in trading accounts.....................................................$ 848
6. Premises and fixed assets (including capitalized leases)....................................$ 1,583
7. Other real estate owned.....................................................................$ -0-
8. Investments in unconsolidated subsidiaries and associated companies.........................$ -0-
9. Customers' liability to this bank on acceptances outstanding................................$ 340
10. Intangible assets...........................................................................$ 11,840
11. Other assets................................................................................$ 66,691
12. TOTAL ASSETS................................................................................$ 2,383,847
LIABILITIES
13. Deposits:
a. In domestic offices...................................................................$ 804,562
(1) Noninterest-bearing ..................................................................$ 168,822
(2) Interest-bearing......................................................................$ 635,740
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs.........................$ 885,076
(1) Noninterest-bearing.................................................$ 16,554
(2) Interest-bearing....................................................$ 868,522
14. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal Funds purchased and Securities sold under agreements to repurchase..................$ 225,000
15. a. Demand notes issued to the U.S. Treasury...................................................$ 674
b. Trading Liabilities...................................................................$ 560
16. Other borrowed money:
a. With a remaining maturity of one year or less.........................................$ 38,002
b. With a remaining maturity of more than one year.......................................$ 1,375
c. With a remaining maturity of more than three years....................................$ 1,550
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding....................................$ 340
19. Subordinated notes and debentures...........................................................$ 100,000
20. Other liabilities...........................................................................$ 74,502
21. TOTAL LIABILITIES...........................................................................$ 2,131,641
22. Limited-life preferred stock and related surplus............................................$ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...............................................$ -0-
24. Common stock................................................................................$ 28,958
25. Surplus (exclude all surplus related to preferred stock)....................................$ 210,319
26. a. Undivided profits and capital reserves................................................$ 11,655
b. Net unrealized gains (losses) on available-for-sale securities........................$ 1,274
27. Cumulative foreign currency translation adjustments.........................................$ -0-
28. TOTAL EQUITY CAPITAL........................................................................$ 252,206
29. TOTAL LIABILITIES AND EQUITY CAPITAL........................................................$ 2,383,847
Dates Referenced Herein and Documents Incorporated by Reference
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