-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U9PnuPSWGuXG2LC1wCRJ+oqJRKa2K0V+lTBfFJXLywmfZ0i5UJrLuFY0IvgFZhtA ReVg8PHZ+ysIrmUiyiqOQw== 0000921530-03-000219.txt : 20030331 0000921530-03-000219.hdr.sgml : 20030331 20030331164757 ACCESSION NUMBER: 0000921530-03-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030331 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR ADVISORS LLC GROUP MEMBERS: MHR CAPITAL PARTNERS LP GROUP MEMBERS: MHR INSTITUTIONAL ADVISORS LLC GROUP MEMBERS: MHR INSTITUTIONAL PARTNERS LP GROUP MEMBERS: MHRM PARTNERS LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NEOSE TECHNOLOGIES INC STREET 2: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2153159000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARVEL ENTERPRISES INC CENTRAL INDEX KEY: 0000933730 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 133711775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49226 FILM NUMBER: 03631528 BUSINESS ADDRESS: STREET 1: 10 EAST 40TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2125768530 MAIL ADDRESS: STREET 1: 10 EAST 40TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: TOY BIZ INC DATE OF NAME CHANGE: 19941213 SC 13D/A 1 marvel_13da2-033003.txt MARVEL/RACHESKY 03302003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MARVEL ENTERPRISES, INC. ---------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share ------------------------------------------------ (Title of Class of Securities) 57383M108 ------------------- (CUSIP Number) Patrick J. Dooley, Esq. Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2003 -------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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). Continued on following pages Page 1 of 11 Pages CUSIP No.: 57383M108 Page 2 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR INSTITUTIONAL PARTNERS LP 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 2,096,911 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,096,911 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,096,911 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 3.23% 14 Type of Reporting Person (See Instructions) PN CUSIP No.: 57383M108 Page 3 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHRM PARTNERS LP 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 222,761 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 222,761 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 222,761 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 0.34% 14 Type of Reporting Person (See Instructions) PN CUSIP No.: 57383M108 Page 4 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR CAPITAL PARTNERS LP 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 311,515 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 311,515 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 311,515 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 0.48% 14 Type of Reporting Person (See Instructions) PN CUSIP No.: 57383M108 Page 5 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR INSTITUTIONAL ADVISORS LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 2,319,672 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,319,672 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,319,672 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 3.57% 14 Type of Reporting Person (See Instructions) OO CUSIP No.: 57383M108 Page 6 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR ADVISORS LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 311,515 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 311,515 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 311,515 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) 0.48% 14 Type of Reporting Person (See Instructions) OO CUSIP No.: 57383M108 Page 7 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MARK H. RACHESKY, M.D. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States of America 7 Sole Voting Power Number of 2,631,187 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,631,187 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,631,187 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 4.05% 14 Type of Reporting Person (See Instructions) IA; OO Page 8 of 11 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the "Shares"), of Marvel Enterprises, Inc. (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D, dated November 27, 2002 and Amendment No. 1 thereto, dated March 21, 2003 (together, the "Initial Statement"), filed by the Reporting Persons (as defined herein). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) MHR Institutional Partners LP ("Institutional Partners"); (ii) MHRM Partners LP ("MHRM"); (iii) MHR Capital Partners LP ("Capital Partners"); (iv) MHR Institutional Advisors LLC ("Institutional Advisors"); (v) MHR Advisors LLC ("Advisors"); and (vi) Mark H. Rachesky, M.D. ("Dr. Rachesky") This Statement relates to the Shares held for the accounts of Institutional Partners, Capital Partners and MHRM. Item 3. Source and Amount of Funds or Other Consideration On March 19, 2003, the Issuer announced that it was forcing the conversion (the "Conversion") of its 8% Cumulative Convertible Exchangeable Preferred Stock, par value $0.01 per share (the "Preferred Shares"), into Shares at the stated conversion rate of 1.039 Shares for each Preferred Share. According to information provided by the Issuer, the Conversion became effective as of March 30, 2003. As a result, on such date, all of the Preferred Shares held for the accounts of the Reporting Persons were automatically converted into Shares. Pursuant to the Conversion: (A) 2,018,201 Preferred Shares held for the account of Institutional Advisors were converted into 2,096,911 Shares, (B) 214,399 Preferred Shares held for the account of MHRM were converted into 222,761 Shares, and (C) 299,822 Preferred Shares held for the account of Capital Partners were converted into 311,515 Shares. Item 5. Interest in Securities of the Issuer The information set forth in Item 3 herein is hereby incorporated by reference into this Item 5. According to information provided to the Reporting Persons from the Issuer, as of March 31, 2003, approximately 64,945,753 Shares were outstanding. (a) (i) Institutional Partners may be deemed the beneficial owner of 2,096,911 Shares (approximately 3.23% of the total number of Shares outstanding). (ii) MHRM may be deemed the beneficial owner of 222,761 Shares (approximately 0.34% of the total number of Shares outstanding). (iii) Capital Partners and Advisors may each be deemed the beneficial owner of 311,515 Shares (approximately 0.48% of the total number of Shares outstanding). Page 9 of 11 Pages (iv) Institutional Advisors may be deemed the beneficial owner of 2,319,672 Shares (approximately 3.57% of the total number of Shares outstanding). This number consists of A) 2,096,911 Shares held for the account of Institutional Partners and B) 222,761 Shares held for the account of MHRM. (v) Dr. Rachesky may be deemed the beneficial owner of 2,631,187 Shares (approximately 4.05% of the total number of Shares outstanding). This number consists of A) 2,096,911 Shares held for the account of Institutional Partners, B) 222,761 Shares held for the account of MHRM, and C) 311,515 Shares held for the account of Capital Partners. (b) (i) Institutional Partners may be deemed to have the sole power to direct the voting and disposition of the 2,096,911 Shares which may be deemed to be beneficially owned by Institutional Partners as described above. (ii) MHRM may be deemed to have the sole power to direct the voting and disposition of the 222,761 Shares which may be deemed to be beneficially owned by MHRM as described above. (iii) Each of Capital Partners and Advisors may be deemed to have the sole power to direct the voting and disposition of the 311,515 Shares which may be deemed to be beneficially owned by Capital Partners as described above. (iv) Institutional Advisors may be deemed to have the sole power to direct the voting and disposition of the 2,319,672 Shares which may be deemed to be beneficially owned by Institutional Advisors and MHRM as described above. (v) Dr. Rachesky may be deemed to have the sole power to direct the voting and disposition of the 2,631,187 Shares which may be deemed to be beneficially owned by Institutional Advisors, MHRM and Capital Partners as described above. (c) There have been no transactions effected with respect to the Shares since March 21, 2003 (the date of the last filing on Schedule 13D) by any of the Reporting Persons. (d) (i) The partners of Institutional Partners and MHRM, including Institutional Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of Institutional Partners and MHRM in accordance with their partnership interests in Institutional Partners and MHRM. (ii) The partners of Capital Partners, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Capital Partners in accordance with their partnership interests in Capital Partners. (e) As of March 30, 2003, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares and/or Preferred Shares. Page 10 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: March 31, 2003 MHR INSTITUTIONAL PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ---------------------------------- Hal Goldstein Attorney-in-Fact MHRM PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ---------------------------------- Hal Goldstein Attorney-in-Fact MHR CAPITAL PARTNERS LP By: MHR Advisors LLC, its General Partner By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ---------------------------------- Hal Goldstein Attorney-in-Fact MHR INSTITUTIONAL ADVISORS LLC By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ---------------------------------- Hal Goldstein Attorney-in-Fact Page 11 of 11 Pages MHR ADVISORS LLC By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ---------------------------------- Hal Goldstein Attorney-in-Fact MARK H. RACHESKY, M.D. By: /s/ Hal Goldstein ---------------------------------- Hal Goldstein Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----