Marvel Holdings Inc – ‘SC 13D/A’ on 6/25/97 re: Marvel Entertainment Group Inc

As of:  Wednesday, 6/25/97   ·   Accession #:  950127-97-106   ·   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 No. 10 to Schedule 13D                       8     29K 
 3: EX-2        First Amended Joint Chapter 11 Plan of                33    152K 
                          Reorganization                                         
 2: EX-99       Press Release                                          2      9K 

SC 13D/A   —   Amendment No. 10 to Schedule 13D
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. 10)  

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.  
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 Communications) 

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

June 20, 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 [ ].                                                                        
_____________ 

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

Page 1 of 8 Pages 
Exhibit Index appears on Page 8 

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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 OR 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                        

10  SHARED DISPOSITIVE POWER            

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
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                                                                    

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. ("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, as amended by Amendment No. 5 filed with the         
Commission on April 25, 1997 by Marvel Holdings, as amended by Amendment No. 6  
filed with the Commission on April 29, 1997 by Marvel Holdings, as amended by   
Amendment No. 7 filed with the Commission on May 1, 1997 by Marvel Holdings,    

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as amended by Amendment No. 8 filed with the Commission on May 9, 1997 by       
Marvel Holdings, and as amended by Amendment No. 9 filed with the Commission    
on May 15, 1997 by Marvel Holdings.                                             

ITEM 4.   PURPOSE OF TRANSACTION                                                

Item 4 is hereby amended by adding the following:                               

As described in Amendment No. 9 to this Schedule 13D, on May 14, 1997,
the United States District Court for the District of Delaware (the "District    
Court") entered its Order Denying Appellees' Motions to Dismiss Appeal and      
Vacating Bankruptcy Court's March 24, 1997 Order (the "Vacation Order").        
Pursuant to the Vacation Order, the District Court vacated the March 24, 1997   
Order (the "Stay Order") entered by the United States Bankruptcy Court for the  
District of Delaware (the "Bankruptcy Court").  Pursuant to the Stay Order,     
the Bankruptcy Court had determined that the automatic stay in the chapter 11   
case as to Marvel Entertainment Group, Inc. ("Marvel") prevented Marvel         
Holdings from exercising its voting rights with respect to the shares of        
Marvel common stock owned by Marvel Holdings to remove and replace Marvel's     
Board of Directors.  In the Vacation Order, the District Court determined that  
the Bankruptcy Court erred and held that the automatic stay in Marvel's         
chapter 11 case did not apply to the efforts of Marvel's stockholders to vote   
their shares.  Pursuant to the Vacation Order, the Bankruptcy Court's Stay      
Order was to be vacated effective as of noon on Friday, May 23, 1997.           

The Stay Order did not prevent the holders of certain notes issued by 
Marvel Parent from exercising voting power over the shares of Marvel Holdings'  
common stock pledged as collateral to secure such notes for the purpose of      
removing and replacing the Board of Directors of Marvel Holdings.  As           
previously disclosed, such board was removed and replaced on April 24, 1997.    

On May 22, 1997, the District Court heard arguments with respect to   
motions of Marvel and its bank lenders for a stay of the District Court's       
Vacation Order pending appeal of the Bankruptcy Court's prior order lifting     
the automatic stay in the chapter 11 cases of Marvel Holdings Inc., et al.      
After hearing argument, the District Court delayed the effective date of the    
Vacation Order until it issued a ruling on the motions.                         

   On June 11, 1997, the District Court denied the motions of Marvel and its
bank lenders for a stay pending appeal of the Stay Order and ordered that the   
Vacation Order become effective as of 5:00 p.m. (New York time) June 20, 1997   
(the "Denial Order").  Subsequent efforts by Marvel and its bank lenders to     
extend the effective date of the Vacation Order or to otherwise enjoin Marvel   
Holdings from acting to remove and replace the Marvel Board of Directors were   
unsuccessful and the Vacation Order became effective on June 20, 1997 at 5:00   
p.m. (New York time).                                                           

As permitted by the Denial Order and Vacation Order, Marvel Holdings, 
acting as a holder of a majority of Marvel's common stock, took the following   
actions by written consent effective as of 5:01 p.m. (New York time) on June    
20, 1997:                                                                       

(1)  Removed each and every then current Director of Marvel;          
(2)  Amended and modified Marvel's By-laws to provide that the Marvel 
      Board of Directors shall be composed of nine persons or such other
number of persons as may thereafter be fixed by the Board of
Directors of Marvel;                                        
(3)  Elected the following persons to serve as members of the Marvel  
Board of Directors:                                         

Mr. Carl C. Icahn          Mr. Robert Mitchell                  
Mr. Harold First           Mr. Jouko T. Tamminen                
Mr. Charles K. MacDonald   Mr. Vincent J. Intrieri              
Mr. Glen Adams             Mr. Michael J. Koblitz               
Mr. J. Winston Fowlkes, III                                     

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  Prior to the change in control of the Marvel Board of Directors, on June
13, 1997, Marvel Holdings and the Official Bondholders Committee (the           
"Committee") appointed in Marvel Holdings' chapter 11 case (the "Holdings       
Case") filed their proposed First Amended Joint Chapter 11 Plan of              
Reorganization (the "First Amended Plan") in the Holdings Case, which made      
certain amendments to the proposed plan of reorganization previously filed by   
the Committee on April 29, 1997.  A copy of the First Amended Plan is attached  
hereto as Exhibit 10 and incorporated by reference herein.                      

  The First Amended Plan provides proposed treatment of all claims against
and equity interests in (a) Marvel Holdings and its two 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 First Amended 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 liquidating trusts for the benefit of   
creditors.                                                                      

As a result of the foregoing transactions under the First Amended 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, prior to the issuance of  
the shares under the Rights Offering (as defined below).                        

With respect to Marvel and the Marvel Debtors, the First Amended Plan 
provides for the satisfaction in full of all claims, the replacement of all     
equity interests evidenced by Marvel Common Stock with 1/2 share of New Marvel  
common stock ("New Common Stock") in exchange for each existing share of        
Marvel Common Stock, 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 196,492,638 additional shares of New Common Stock,            
representing approximately 77.2% of all such shares (the "Rights Offering").    
Under the First Amended 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 New Common Stock.  The subscription      
price for shares under the Rights Offering will be $1.857576 per share of       
Marvel Common Stock less $0.005089 for each $1,000,000 of discount in the       
retirement of Bank Debt (as defined below) 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.                                                                          

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Marvel's pre-petition secured bank debt (the "Bank Debt") is to be    
satisfied in full under the First Amended 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 7-year promissory note in an amount           
equivalent to the balance of the Bank Debt.                                     

  In addition, 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 and in Amendment Nos. 5, 6, 7, 8 and 9 to   
Marvel Holdings' Schedule 13D, Marvel Holdings has no 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.                                          

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS                                      

EXHIBIT NO.    Description                                                      

9         Press Release dated June 20, 1997; and                      

10        First Amended Joint Chapter 11 Plan of                      
Reorganization filed on June 13, 1997 by          
Marvel Holdings and the Committee.                

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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 June 24, 1997                                                             

          MARVEL HOLDINGS INC.

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

Signature page for Schedule 13D, Amendment No. 10, regarding the June 20, 1997  
change in control of Marvel.                                                    

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EXHIBIT INDEX 

Exhibit No.              Description                             Page           

9         Press Release dated June 20, 1997; and                      

10        First Amended Joint Chapter 11 Plan of                      
Reorganization filed on June 13, 1997 by          
Marvel Holdings and the Committee.                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/25/97							8-K
		6/24/97		7
		6/20/97		2		8			8-K
		6/13/97		5		8
		6/11/97		4
		5/23/97		4
		5/22/97		4
		5/15/97		4					10-K/A,  10-Q,  SC 13D/A
		5/14/97		4
		5/9/97		4					8-K
		5/1/97		3					SC 13D/A
		4/29/97		3		5			SC 13D/A
		4/25/97		3					SC 13D/A
		4/24/97		4
		3/24/97		4
		3/10/97		3					SC 13D/A
		12/31/96		3					10-K,  10-K/A,  NT 10-K,  NT 10-K/A,  SC 13D/A
		11/15/96		3					SC 13D/A
		10/12/93		3
		5/18/93		3
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