Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 6 35K
Ownership
2: EX-11 Statement re: Computation of Earnings Per Share 4 15K
3: EX-12 Statement re: Computation of Ratios 5 18K
4: EX-13 Annual or Quarterly Report to Security Holders 2 8K
EX-12 — Statement re: Computation of Ratios
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Exhibit 12
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
_____________________________________________
In re: : Chapter 11
:
MARVEL HOLDINGS, INC. and MARVEL : Civil Action No. 98-81 (RRM)
(PARENT) HOLDINGS, INC., :
: Jointly Administered
Debtors. :
_____________________________________________
AMENDED ORDER AUTHORIZING AND APPROVING COMPROMISE AND SETTLEMENT AMONG THE
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INDENTURE TRUSTEE, THE NOTEHOLDERS, AND THE DEBTORS
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For the reasons set out by the Court during the February 24, 1998
hearing, and as the court finds the proposed settlement among Marvel Holdings,
Inc., Marvel (Parent) Holdings Inc. and LaSalle National Bank is fair and
reasonable and appears to be in the best interests of the debtors,
IT IS ORDERED AS FOLLOWS:
The Joint Motion of Marvel Holdings, Inc. Marvel (Parent) Holdings,
Inc. and LaSalle National Bank, as Successor Indenture Trustee, for the Entry of
an Order Pursuant to Federal Rule of Bankruptcy Procedure 9019 Approving
Compromise and Settlement (Docket Item 227), is granted.
This Court has been asked to approve the fairness of the terms and
conditions of the exchange and the Court is aware that the Noteholders, the
Indenture Trustee, Marvel Entertainment, its Chapter 11 trustee, and others will
rely on this Order to make the Marvel Entertainment common stock to be
distributed to Noteholders exempt from registration under Section 3(a)(10) of
the Securities Act of 1933, 15 U.S.C., section 77c(a)(10). In accordance with
the Settlement Motion and pleadings, this Court specifically finds that Marvel
Entertainment common stock that is to be distributed to the Noteholders is
exempt from registration under Section 3(a)(10).
In accordance with Section 3 (a)(10):
the Marvel Entertainment common stock will be distribution in
exchange for a partial reduction by the Noteholders of their
claims against the Note issuers;
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this Court was requested to approve and has approved the
fairness of the terms and conditions of the exchange; this
Court was asked to find and has found that the terms and
conditions of the exchange are fair to those who will receive
Marvel Entertainment common stock; this Court was advised
before the hearing on the Motion that the parties may rely on
the Section 3(a)(10) exemption, based on this Court's approval
of the settlement; this Court held a hearing to approve the
fairness of the terms and conditions of the settlement; the
fairness hearing was open to all persons and entities who are
to receive the Marvel Entertainment common stock in exchange,
and adequate notice was given to all such persons; and there
were no improper impediments to the appearance by the
Noteholders or other interested parties at the fairness
hearing.
The Indenture Trustee and the Noteholders to whom the Pledged Stock is
distributed will receive unrestricted stock under Section 3(a)(10) of the
Securities Act. However, with respect to stock so distributed each Noteholder
shall continue to be subject to the requirements of the Securities Act, the SEC
Rules and other applicable law as it may relate to their holding of such stock.
Up to 12.5 million shares of the Pledged Stock shall be distributed to
the Noteholders on the following basis:
Holders of Holdings I Notes shall be entitled to receive a
maximum of 92 shares of the Pledged Stock per $1,000
(at maturity) of the Holdings I Notes owed.
Holders of Holdings II Notes shall be entitled to receive a
maximum of 79 share of the Pledged Stock per $1,000
(at maturity) of the Holdings II Notes owed.
Holders of the Holding II Notes shall be entitled to receive a
maximum of 74 shares of the Pledged Stock per $1,000
of the Holdings III Notes owed.
There will be no fractional shares of the Pledge Stock distributed to the
Noteholders, and all share calculations are and will be rounded down to the next
whole share.
Holdings I is authorized to sell 2.5 million of its shares of the
common stock of the Marvel Entertainment not subject to the liens of the
Indenture Trustee under the Indentures (the "Unencumbered Shares"). Holdings
shall
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hold the proceeds in escrow (the "Administrative Claims Escrow") Saul,
Ewing, Remick & Saul LLP shall be paid first from the Administrative Claims
Escrow for all fees and expenses it incurred in the Holdings Debtors' cases (not
to exceed $100,000), provided that such fees and expenses are first approved by
this Court. The remaining balance of the Administrative Claims Escrow shall be
paid pro rata to White & Case, Kasowitz Benson, The Bayard Firm and Saul Ewing
(to the extent not previously paid in full by the terms of the prior sentence)
upon the approval by this Court of their fees and expenses.
A 5(cent) surcharge (the "Surcharge Amount") shall be assessed on each
share of the Pledged Stock to be distributed to the Noteholders.
As soon as practicable after the entry of this Order, LaSalle shall
mail a notice to all Noteholders informing them of the approval of the
Settlement (the "Notice") and including a form transmittal letter for use in
electing to participate in the Settlement (the "Transmittal Letter"),
In the Notice, the following procedures inter alia shall be set forth:
The Noteholders will be requested to indicate, by means
of the Transmittal Letter and payment of the
Surcharge Amount to be received by the Indenture
Trustee on or before 5:00 p.m. CST on March 30, 1998
(the "Transmittal Letter Deadline"), the decision of
each individual holder who so decides to participate
in this distribution opportunity ("Electing
Noteholders") to receive their pro rata share of the
Pledged Shares; and
The Noteholders who choose not to participate in the
distribution ("Declining Noteholders"), by failing to
return the Transmittal Letter properly and completely
filled out with the payment of the Surcharge Amount
such that it is received by the Indenture Trustee on
or before the Transmittal Letter Deadline, shall be
deemed to have forfeited the right to participate in
the distribution, and their pro rata share of the
Pledged Shares shall continue to be held by the
Indenture Trustee subject to the lien of the
Indenture Trustee.
As soon as practicable after the entry of this Order, LaSalle as
Indenture Trustee shall deliver the global certificates representing the Pledged
Stock to the Registrar. Following the allocation process described below, the
Registrar shall issue new, unrestricted global Marvel Entertainment stock
certificates, in an amount of shares to match the number of shares to be
distributed to the Noteholders, reflecting the Depository Trust Company (the
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"DTC") or such other nominee as LaSalle shall designate (the "Designated
Nominee") as registered holder pursuant to the terms of this Order. LaSalle or
the Registrar shall then forward the new global stock certificates to the
Designated Nominee.
Upon request of LaSalle, the Registrar shall return to LaSalle the
remaining balance of the Pledged Stock, with the Pledged Stock securing each of
the Note issues reduced to reflect Pledged Stock distributed to the Noteholders
of each such issue, in the form of new, unrestricted global certificates with a
notation reflecting the security interests of LaSalle as Indenture Trustee. Such
stock shall, pursuant to this Order, be deemed subject to the pledge of the
respective Indentures and the Guaranty, as though such stock had originally been
pledged pursuant to the respective Indentures and the Guaranty.
The Notice and Transmittal Letter shall require each Noteholder who
wishes to received distribution of his or pro rata share of the Pledged Stock to
return to LaSalle the fully completed Transmittal Letter with payment of the
Surcharge Amount to LaSalle on or before the Transmittal Letter Deadline. The
Transmittal Letter shall also require each such Noteholder to return its Note
certificates to LaSalle (or make other necessary arrangements through the DTC or
respective nominees) with the completed Transmittal Letter in order to verify
that it is eligible to participate in the Settlement, and such certificates will
be stamped (or other appropriate electronic notations will be made in
cooperation with the DTC) to reflect the distribution of the Pledged Stock. The
Transmittal Letter shall also require each such Noteholder to return the correct
Surcharge Amount to LaSalle with the completed Transmittal Letter.
As soon as practicable after the Transmittal Letter Deadline, LaSalle
shall compute the number of Electing Noteholders and the number of shares of
Pledged Stock that would be distributed, assuming that the Transmittal Letters
of all Electing Noteholders were honored (the "Total Elected Shares").
If the Total Elected Shares are equal to or less than
12,500,000, then all Total Elected Shares shall be
distributed.
However, if the Total Elected Shares are greater than
12,500,000, then the distribution of the 12.5 million
shares of Pledged Stock authorized by this Order
shall be distributed based upon the following
allocation formula: the amount of shares of the
Pledged Stock to be distributed to an individual
Electing Noteholder shall be equal to the product of
(i) the
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maximum number of shares the Electing Noteholder
would be entitled to under this Order and such
Noteholder's Transmittal Letter, multiplied by (ii) a
fraction, the numerator of which is 12,5000,000 and
the denominator of which is the Total Elected Shares.
If this Court authorizes additional shares of the Pledged
Stock to be distributed to Noteholders, this Court
shall at that time order an allocation formula to be
applied to such distribution.
Upon receipt and verification of properly completed and timely
submitted Transmittal Letters from Noteholders, and following the allocation
described above (if necessary) and the delivery of new global certificates by
the Registrar described above, LaSalle shall forward a request to the Designated
Nominee to reflect the Noteholders' beneficial ownership of the stock through
book entry transfer. Simultaneously, LaSalle shall send a confirmation letter to
each Noteholder informing such Noteholder that the Designated Nominee has been
asked to reflect its beneficial ownership of the stock by book entry transfer in
accordance with the Transmittal Letter.
/s/
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United States District Judge
Dated: March 17, 1998
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 6/19/98 | | | | | | | None on these Dates |
| Filed as of: | | 6/18/98 |
| Filed on: | | 6/17/98 |
| | 3/30/98 | | 3 |
| | 3/17/98 | | 5 |
| | 2/24/98 | | 1 |
| List all Filings |
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