Marvel Holdings Inc, et al. – ‘SC 13D/A’ on 6/17/98 re: Marvel Entertainment Group Inc

On:  Wednesday, 6/17/98   ·   As of:  6/18/98   ·   Accession #:  950116-98-1339   ·   File #:  5-41916

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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 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934

(Amendment No. 11)

MARVEL ENTERTAINMENT GROUP, INC.
----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
----------------------------------------------------------------
(Title of Class of Securities)

 573913 10 0
----------------------------------------------------------------
(CUSIP Number)

 Vincent J. Intrieri
c/o Icahn Associates Corp.
767 Fifth Ave., 47th Floor, New York, NY 10153
Tel: (212) 702-4300, Fax: (212) 750-5828
----------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

Copy to:
 Norman L. Pernick
Saul, Ewing, Remick & Saul LLP
 222 Delaware Avenue
Wilmington, DE 19899
(302) 421-6800

 August 15, 1997
----------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].       

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be    
sent.                                                                           

* The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

SC 13D/A
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SCHEDULE 13D
______________________________________________________________________________  

CUSIP No.  573913 10 0                                                          
______________________________________________________________________________  

1      NAME OF REPORTING PERSONS:                                       

Marvel Holdings Inc. (IRS EIN# 13 370 9544)               
______________________________________________________________________________  

2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]    
                                                        (b)  [X]
______________________________________________________________________________  

3      SEC USE ONLY                                                     
______________________________________________________________________________  

4      SOURCE OF FUNDS*                                                 
00                                                        
______________________________________________________________________________  

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED          
   PURSUANT TO ITEM 2(d) OR 2(e)                             [ ]
______________________________________________________________________________  

6      CITIZENSHIP OR PLACE OR ORGANIZATION                             
Delaware                                                  
______________________________________________________________________________  
|     |                                           
NUMBER OF    |  7  |   SOLE VOTING POWER                                    
SHARES      |     |   26,347,759 (25.88%)                                 
BENEFICIALLY   |_____|________________________________________________________  
OWNED BY     |     |                                                        
EACH        |  8  |   SHARED VOTING POWER                                 
REPORTING     |     |   ooooooo                                               
PERSON WITH    |_____|________________________________________________________  
|     |                                           
|  9  |   SOLE DISPOSITIVE POWER                  
|     |   26,347,759 (25.88%)                     
             |_____|________________________________________________________
|     |                                           
| 10  |   SHARED DISPOSITIVE POWER                
|     |   ooooooo                                 
_______________|_____|________________________________________________________  

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       
26,347,759                                                  
______________________________________________________________________________  

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES             
   CERTAIN SHARES*                                             [ ]
______________________________________________________________________________  

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 
25.88%                                                      
______________________________________________________________________________  

14     TYPE OF REPORTING PERSON*                                          
CO                                                          
______________________________________________________________________________  

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SCHEDULE 13D
______________________________________________________________________________  

CUSIP No.  573913 10 0                                                          
______________________________________________________________________________  

1      NAME OF REPORTING PERSON:                                        

Marvel (Parent) Holdings Inc. (IRS EIN# 13 350 1047)      
______________________________________________________________________________  

2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]    
                                                        (b)  [X]
______________________________________________________________________________  

3      SEC USE ONLY                                                     
______________________________________________________________________________  

4      SOURCE OF FUNDS*                                                 
00                                                        
______________________________________________________________________________  

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED          
   PURSUANT TO ITEM 2(d) OR 2(e)                             [ ]
______________________________________________________________________________  

6      CITIZENSHIP OR PLACE OR ORGANIZATION                             
Delaware                                                  
______________________________________________________________________________  
|     |                                           
NUMBER OF    |  7  |   SOLE VOTING POWER                                    
SHARES      |     |   18,108,570 (17.79%)                                 
BENEFICIALLY   |_____|________________________________________________________  
OWNED BY     |     |                                                        
EACH        |  8  |   SHARED VOTING POWER                                 
REPORTING     |     |   ooooooo                                               
PERSON WITH    |_____|________________________________________________________  
|     |                                           
|  9  |   SOLE DISPOSITIVE POWER                  
|     |   18,108,570 (17.79%)                     
             |_____|________________________________________________________
|     |                                           
| 10  |   SHARED DISPOSITIVE POWER                
|     |   ooooooo                                 
_______________|_____|________________________________________________________  

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       
18,108,570                                                  
______________________________________________________________________________  

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES             
   CERTAIN SHARES*                                             [ ]
______________________________________________________________________________  

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 
17.79%                                                      
______________________________________________________________________________  

14     TYPE OF REPORTING PERSON*                                          
CO                                                          
______________________________________________________________________________  

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

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      This statement amends and restates the Schedule 13D, relating to the
common stock, par value $.01 per share, of Marvel Entertainment Group, Inc.     
("Marvel"), as originally filed with the Securities and Exchange Commission (the
"Commission"), on May 18, 1993 by New Marvel Holdings Inc., MacAndrews & Forbes 
Holdings Inc. ("M&F"), and Mafco Holdings Inc. ("Mafco"), as amended by         
Amendment No. 1, filed with the Commission on October 12, 1993 by Marvel        
Holdings Inc. ("Holdings I"), Marvel (Parent) Holdings Inc. ("Holdings II"),    
Four Star Holdings Corp., Andrews Group Incorporated ("Andrews"), M&F and Mafco,
as amended by Amendment No. 2 filed with the Commission on November 15, 1996 by 
Holdings I, Holdings II, Andrews and Mafco, as amended by Amendment No. 3, filed
with the Commission on December 31, 1996 by Holdings I, Holdings II, Andrews and
Mafco, as amended by Amendment No. 4 filed with the Commission on March 10, 1997
by Holdings I, Holdings II, Andrews and Mafco, as amended by Amendment No. 5    
filed with the Commission on April 25, 1997 by Holdings I, as amended by        
Amendment No. 6 filed with the Commission on April 29, 1997 by Holdings I, as   
amended by Amendment No. 7 filed with the Commission on May 1, 1997 by Holdings 
I, as amended by Amendment No. 8 filed with the Commission on May 9, 1997 by    
Holdings I, as amended by Amendment No. 9 filed with the Commission on May 15,  
1997 by Holdings I, and as amended by Amendment No. 10 filed with the Commission
on June 25, 1997 by Holdings I.                                                 

Item 2.  Identity And Background                                                

Item 2 is hereby amended to read in its entirety:             

    On December 27, 1996, the reporting persons filed for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy 
Court of the District of Delaware (the "Bankruptcy Court"). Amendment 5 to this 
Schedule 13D, filed on April 25, 1997, described a change of control of Marvel  
Holdings, Inc. ("Holdings I"). Since that filing the same change of control has 
also occurred with respect to Marvel (Parent) Holdings, Inc. ("Holdings II").   

        (a)-(c),(f) This Statement is being filed by Holdings I, a corporation
organized and existing under the laws of Delaware and Holdings II, a corporation
organized and existing under the laws of Delaware. Holdings I and Holdings II   
are both holding companies. The business address of Holdings I is 387 Park      
Avenue South, New York, New York, 10016. The Business address of Holdings II is 
387 Park Avenue South, New York, New York, 10016.                               

 The names, business addresses, present principal occupations or
employments, the principal business and address of the entity in which such     
employment is conducted, if necessary, and citizenships of the executive        
officers and directors of Holdings I and Holdings II are set forth on Schedule A
attached to Amendment 5 to this Schedule 13D and incorporated herein by         
reference. (Schedule A, as set forth in Amendment 5 to this Schedule 13D is,    
however, herein amended such that all references to "Marvel Holdings" includes  
both Holdings I and Holdings II).                                               

         (d) During the last five years, neither Holdings I nor Holdings II have
been convicted in a criminal proceeding. In addition, to the best knowledge of  
Holdings I and Holdings II, no individuals set forth on Schedules A or B were   
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

        (e) During the past five years, neither Holdings I nor Holdings II was
a party to a civil proceeding of a judicial or administrative body of competent 
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or         
mandating activities subject to, U.S. Federal or State securities laws or       
finding any violations with respect to such laws. In addition, to the best      
knowledge of Holdings I and Holdings II, no individuals set forth on Schedules A
or B were a party to a civil proceeding of a judicial or administrative body of 
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, U.S. Federal or State securities laws or    
finding any violations with respect to such laws.                               

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SC 13D/A
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Item 3.  Source and Amount of Funds or other Consideration                      

Item 3 is hereby amended by adding the following:             

        No new Marvel Common Stock has been acquired by Holdings I or Holdings
II. See Item 4. The control of the voting of the Marvel Common Stock held by    
Holdings I and Holdings II has changed as described in Item 4.                  

Item 4.  Purpose of Transaction                                                 

Item 4 is hereby amended by adding the following:             

         On August 15, 1997, Marvel III Holdings Inc. ("Holdings III"), a wholly
owned subsidiary of Andrews Group, Inc., received notice from LaSalle National  
Bank, as Trustee under the Indenture (the "Indenture"), dated as of February 15,
1994, between Holdings III and NationsBank of Georgia, National Association, as 
Original Trustee, as succeeded by The Bank of New York, as First Successor      
Trustee and LaSalle National Bank as Second Successor Trustee, that all rights  
of Holdings III to exercise voting and other consensual rights with respect to  
1,000 shares of common stock of Holdings II pledged pursuant to the terms of the
Indenture had been terminated, that all such rights had vested in the Trustee,  
and that the Trustee has the sole right to exercise such voting and consensual  
rights.                                                                         

        Also on August 15, 1997, the directors of Holdings II were notified by
the Trustee that they had been removed as directors and that Mr. Carl C. Icahn, 
Mr. Robert Mitchell and Mr. Vincent Intrieri had been elected to the board of   
directors. Thus, Holdings II came under the same control as Holdings I as       
describe more fully in Amendment 5 to this Schedule 13D filed on April 25, 1997.

      On March 3, 1998, the Bankruptcy Court entered its Order Authorizing
and Approving Compromise and Settlement Among the Indenture Trustee, the        
Noteholders, and the Debtor ("Original Authorizing Order"). See Exhibit 11.     
Pursuant to the Original Authorizing Order, the Bankruptcy Court approved the   
sale of up to 12.5 million shares of Marvel Entertainment Group, Inc. ("Marvel")
held by Holdings I and Holdings II, but pledged to the Noteholders ("Pledged    
Shares"). In addition, the Bankruptcy Court also approved the sale of up to 2.5 
million shares of Marvel, held by Holdings I, which were not subject to the     
Noteholders' liens ("Unencumbered Shares").                                     

  On March 17, 1998 the Bankruptcy Court entered its Amended Order
Authorizing and Approving Compromise and Settlement Among the Indenture Trustee,
the Noteholders, and the Debtor ("Amended Authorizing Order"). See Exhibit 12.  
In this Amended Authorizing Order, the Bankruptcy Court clarified issues        
relating to the above mentioned authorizations of sale.                         

       On April 9, 1998, the Bankruptcy Court entered its Supplemental Order
Authorizing Additional Distribution of Shares ("Supplemental Authorizing Order")
See Exhibit 13. (The Original Authorizing Order, Amended Authorizing Order and  
the Supplemental Authorizing Order are herein collectively referred to as the   
"Orders"). In the Supplemental Authorizing Order, the Bankruptcy Court approved 
the sale of an additional 21.5 million Pledged Shares, held by Holdings I and   
Holdings II, as well as the sale of the remaining Unencumbered Shares held by   
Holdings I.                                                                     

    Pursuant to the Orders, Holdings I has sold 1,781,600 Unencumbered
Shares on the open market. In addition, under the auspices of the Orders, the   
Indenture Trustee has distributed 22,802,808 Pledged Shares of Holdings I and   
11,193,756 Pledged Shares of Holdings II to the Noteholders.                    

      Finally, Holdings I and Holdings II intend to review on a continuing
basis their investment in Marvel and may consider to advance any option         
available to them including those actions set forth in clauses (a) through (j)  
of Item 4 of Schedule 13D. However, except as set forth above and in Amendment  
Nos. 5, 6, 7, 8, 9 and 10 to this Schedule 13D, neither Holdings I nor Holdings 
II have any plans or proposals that relate to or would result in any of the     
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.         

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SC 13D/A
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Item 5.  Interest In Securities of the Issuer.                                  

Item 5 is hereby amended by adding the following:             

        (a) and (b) The following is the aggregate amount of Common Stock that
is beneficially owned by each Reporting Person:                                 

                                               Aggregate            Percentage
        Name                              Number of Shares          of Class

        Marvel Holdings, Inc.                26,347,759              25.88 %
        Marvel (Parent) Holdings, Inc.       18,108,570              17.79 %
                                             ==========              =======
        TOTAL                                44,456,329              43.67 %

Item 7.  Material to Be Filed as Exhibits                                       

  Exhibit 11        Order Authorizing and Approving Compromise and
                  Settlement Among the Indentured Trustee, the
 Noteholders, and the Debtor

      Exhibit 12        Amended Order Authorizing and Approving Compromise
                      and Settlement Among the Indentured Trustee, the
 Noteholders, and the Debtor

Exhibit 13        Supplemental Order Authorizing Additional   
Distribution of Shares    

 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

                                MARVEL HOLDINGS INC.
                                         MARVEL (PARENT) HOLDINGS INC.

                                       By: /s/ Vincent J. Intrieri
                                          ------------------------------
                                     Name: Vincent J. Intrieri
                                          Title: Secretary and Treasurer

Dated: June  17, 1998                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		6/19/98
Filed as of:		6/18/98
Filed on:		6/17/98		6
		4/9/98		5
		3/17/98		5
		3/3/98		5
		8/15/97		1		5
		6/25/97		4					8-K,  SC 13D/A
		5/15/97		4					10-K/A,  10-Q,  SC 13D/A
		5/9/97		4					8-K
		5/1/97		4					SC 13D/A
		4/29/97		4					SC 13D/A
		4/25/97		4		5			SC 13D/A
		3/10/97		4					SC 13D/A
		12/31/96		4					10-K,  10-K/A,  NT 10-K,  NT 10-K/A,  SC 13D/A
		12/27/96		4					8-K
		11/15/96		4					SC 13D/A
		2/15/94		5
		10/12/93		4
		5/18/93		4
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