Marvel Holdings Inc – ‘SC 13D/A’ on 4/29/97 re: Marvel Entertainment Group Inc

As of:  Tuesday, 4/29/97   ·   Accession #:  950127-97-68   ·   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     20K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C.  20549     
____________    

SCHEDULE 13D    
Under the Securities Exchange Act of 1934     

(Amendment No. 6)     

MARVEL ENTERTAINMENT GROUP, INC.    
(Name of Issuer)    

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

573913 10 0     
(CUSIP Number)    

Marvel Holdings Inc.    

(Name, Address and Telephone Number of Person     
Authorized to Receive Notices and Communications)     

Copy to:    
John M. Reiss     
White & Case    
1155 Avenue of the Americas     
New York, NY  10036     
(212) 354-8113    

April 28, 1997    
____________________________________________________________    
(Date of Event which Requires Filing of this Statement)     

SC 13D/A
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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 [ ].                                                              
____________    

Check the following box if a fee is being paid with this statement [ ].         

Page 1 of __ Pages    

SC 13D/A
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SCHEDULE 13D    

CUSIP No.                         Page 2 of __                              
573913 10 0                        Pages                                      

1  NAME OF REPORTING PERSON                                                 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Marvel Holdings Inc.                                                  

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 PROCEEDINGS IS                          
REQUIRED                                            [ ]               
PURSUANT TO ITEMS 2(d) or 2(e)                                        

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                     

Delaware                                                              
NUMBER OF SHARES    7  SOLE VOTING POWER                                      
BENEFICIALLY           50,932,167                                             
OWNED BY EACH                                                                 
8  SHARED VOTING POWER                
REPORTING PERSON                                                              
WITH                                                                          

9  SOLE DISPOSITIVE POWER             
50,932,167                      
SHARED DISPOSITIVE POWER        
10                                      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                 
11  PERSON                                                                    

50,932,167                                                            

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES                                     [ ]                
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        

50.03%                                                                

14  TYPE OF REPORTING PERSON                                                  

CO                                                                    

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  This statement amends the Schedule 13D, relating to the common
stock, par value $.01 per share (the "Marvel Common Stock"), 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. ("Marvel             
Holdings"), Marvel (Parent) Holdings Inc. ("Marvel Parent"), 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 Marvel Holdings, Marvel Parent, Andrews and Mafco, as amended by             
Amendment No. 3, filed with the Commission on December 31, 1996 by Marvel       
Holdings, Marvel Parent, Andrews and Mafco, as amended by Amendment No. 4       
filed with the Commission on March 10, 1997 by Marvel Holdings, Marvel          
Parent, Andrews and Mafco, and as amended by Amendment No. 5 filed with the     
Commission by Marvel Holdings on April 25, 1997.                                

ITEM 4.   PURPOSE OF TRANSACTION                                                

Item 4 is hereby amended by adding the following:           

   On April 28, 1997, Marvel Holdings and the Official Bondholders
Committee (the "Committee") appointed in Marvel Holdings' chapter 11 case       
(the "Holdings Case") filed their proposed Joint Chapter 11 Plan of             
Reorganization and Rights Offering (the "Joint Plan") in the Holdings Case.     

    The Joint Plan provides proposed treatment of all claims against
and equity interests in (a) Marvel Holdings and two of its parent holding       
companies that are chapter 11 debtors in cases that are jointly                 
administered with the Holdings Case (collectively, the "Holdings Debtors"),     
and (b) Marvel Holdings' subsidiary, Marvel and its direct and indirect         
subsidiaries that are chapter 11 debtors in cases that are jointly              
administered with Marvel's chapter 11 case (collectively, the "Marvel           
Debtors").                                                                      

    With respect to the Holdings Debtors, the Joint Plan proposes an
orderly liquidation of such companies' assets and the distribution of such      
assets or their proceeds to the creditors of the Holdings Debtors in the        
order contemplated by the Bankruptcy Code.  The 48,000,000 shares of Marvel     
Common Stock held by Marvel Holdings as collateral for the face amount          
$517,447,000 in Series B Senior Secured Discount Notes due 1998 (the            
"Holdings Notes") would be distributed on a pro rata basis to the holders       
of the Holdings Notes; the 20,000,000 shares of Marvel Common Stock held by     
Marvel Parent as collateral for the face amount $251,678,000 in Senior          
Secured Discount Notes due 1998 (the "Parent Notes") would be distributed       
on a pro rata basis to the holders of the Parent Notes; and, the 9,302,326      
shares of Marvel Common Stock held by Marvel III Holdings, Inc. ("Marvel        
III") as collateral for face amount $125,000,000 in Senior B Senior Secured     
Discount Notes due 1998 (the "Marvel III Notes") would be distributed on a      
pro rata basis to the holders of Marvel III Notes.  In addition, the            
2,932,167 shares of Marvel Common Stock held by Marvel Holdings that are        
unencumbered would also be distributed on a pro rata basis to the holders       
of the Holdings Notes.  The remaining assets of the Holdings Debtors, if        
any, and the stock evidencing a 100% ownership interest in each of them         
would be transferred to a trust for the benefit of creditors.                   

  As a result of the foregoing transactions under the Joint Plan
with respect to the Holdings Debtors, the holders of the Holdings Notes,        
the Parent Notes, and the Marvel III Notes (collectively, the                   
"Noteholders") would receive shares of Marvel Common Stock equivalent to        
approximately 78.6% of the issued and outstanding shares of Marvel Common       
Stock, if the Joint Plan is confirmed by the Bankruptcy Court.                  

SC 13D/A
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 With respect to Marvel and the Marvel Debtors, the Joint Plan
provides for the satisfaction in full of all claims, the retention of all       
equity interests, and the recapitalization of Marvel with the proceeds of a     
$365,000,000 rights offering to the holders of all shares of Marvel Common      
Stock to purchase 392,985,276 additional shares of Marvel Common Stock,         
representing approximately 77.2% of all such shares (the "Rights                
Offering").  Under the Joint Plan, High River Limited Partnership ("High        
River"), Westgate International L.P. ("Westgate"), and United Equities          
(Commodities) Company ("United"), all of whom are members of the Committee,     
will act as standby purchasers with respect to the Rights Offering in order     
to ensure that the entire $365,000,000 is raised by Marvel, for which they      
will receive an aggregate of 2.8% of the fully diluted Marvel Common Stock.     
The subscription price for shares under the Rights Offering will be             
$0.92879 per share of Marvel Common Stock less $0.002545 for each               
$1,000,000 of discoufnt in the retirement of Bank Debt acquired by certain      
members of the Committee.  The proceeds of the Rights Offering will be used     
to retire Marvel's $100,000,000 debtor-in-possession credit facility, to        
facilitate the payment in full of certain claims, and to satisfy Marvel's       
working capital needs.                                                          

     Marvel's prepetition secured bank debt (the "Bank Debt") is to be
satisfied in full under the Joint Plan by (a) the distribution of the           
businesses of Fleer/Skybox and Panini S.p.A. to the holders of the Bank         
Debt in exchange for a credit of $385,000,000 against the amount of the         
Bank Debt, and (b) the issuance of a secured 10-year promissory note in an      
amount equivalent to the balance of the Bank Debt.                              

    Because the Joint Plan was filed in the Holdings Case during the
exclusive period to file a chapter 11 plan, the exclusive period has been       
automatically extended in the Holdings Case for an additional 60 days in        
order to permit Marvel Holdings to solicit acceptances and obtain approval      
of the Joint Plan.  Because exclusivity has now expired in the Marvel           
Debtor's chapter 11 cases (as well as the cases of the other Holdings           
Debtors), on April 29, 1997, Marvel Holdings and the Committee filed the        
Joint Plan in each of such chapter 11 cases and intend to prosecute the         
Joint Plan to confirmation with respect to all of the Marvel Debtors and        
the Holdings Debtors.  Marvel Holdings believes that the Bankruptcy Code        
prohibits any other party from filing a plan with respect to the Marvel         
Debtors or the Holdings Debtors at this time.                                   

Marvel Holdings has selected Joe Calamari (a former Marvel  
executive) to head-up Marvel Holdings' transition team.                         

The foregoing discussion is subject to and qualified in its 
entirety by the terms and provisions of the Joint Plan.  A copy of the          
Joint plan will be attached as an exhibit to an Amendment to this Schedule      
13D which Marvel Holdings will file promptly.                                   

   In addition to the foregoing, Marvel Holdings intends to review
on a continuing basis its investment in Marvel and may consider to advance      
any option available to it including those actions set forth in clauses (a)     
through (j) of Item 4 of Schedule 13D.                                          

   Except as set forth above, Marvel Holdings has no current 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.                           

SC 13D/A
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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.                                                           

Dated:  April 29, 1997                                                          

MARVEL HOLDINGS INC.                    

By: /s/ Carl Icahn                      
          ________________________________________

Name:   Carl Icahn            
Title:  President             

By: /s/ Vincent Intrieri                
              ________________________________________

Name:   Vincent Intrieri      
 Title:  Secretary and Treasurer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/29/97		5		6
		4/28/97		1		4			SC 13D/A
		4/25/97		4					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
		11/15/96		4					SC 13D/A
		10/12/93		4
		5/18/93		4
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