-----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, GViIdqo7Ru6WweB8azfxeUjl4FJ8Yyurco48E8ZNNxTv5KrDT0fsOUEY7Wv7LqpV zJpRrzT3tzYDxlM1cSUbwA== 0000921749-99-000019.txt : 19990215 0000921749-99-000019.hdr.sgml : 19990215 ACCESSION NUMBER: 0000921749-99-000019 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARVEL ENTERPRISES INC CENTRAL INDEX KEY: 0000933730 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 133711775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-47191 FILM NUMBER: 99537420 BUSINESS ADDRESS: STREET 1: 685 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126824700 MAIL ADDRESS: STREET 1: 685 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TOY BIZ INC DATE OF NAME CHANGE: 19941213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13G 1 MARVEL ENTERPRISES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Marvel Enterprises, Inc. (Name of Issuer) Common Stock ($.01 par value) - 57383M108 (CUSIP Number) Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number) (Title of Class of Securities) October 1, 1998 (Date of Event Which Requires Filing of this Statement) 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). This Schedule is filed pursuant to the Rule 13d-1(c). SCHEDULE 13G Common Stock ($.01 par value) - 57383M108 (CUSIP Number) Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number) 1 NAME OF REPORTING PERSON Meadow Walk Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER Common Stock: 2,197,663 (SEE FT 1) Preferred Stock: 814,786 (SEE FT 2) 6 SHARED VOTING POWER 0 (SEE FT 3) 7 SOLE DISPOSITIVE POWER Common Stock: 2,197,663 (SEE FT 1) Preferred Stock: 814,786 (SEE FT 2) 8 SHARED DISPOSITIVE POWER 0 (SEE FT 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 2,197,663 (SEE FT 1) Preferred Stock: 814,786 (SEE FT 2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Common Stock: 6.4% (SEE FT 5) - -------------------- (FT 1) THIS NUMBER INCLUDES: 1,351,101 SHARES OF COMMON STOCK PLUS 846,562 SHARES OF COMMON STOCK (ASSUMING CONVERSION OF ALL SHARES OF PREFERRED STOCK INTO COMMON STOCK; SEE ITEM 4 FOR FURTHER DETAILS). (FT 2) THIS NUMBER INCLUDES: 814,786 SHARES OF PREFERRED STOCK (SEE ITEM 4 FOR FURTHER DETAILS). (FT 3) BUT SEE ITEM 4 (FT 4) BUT SEE ITEM 4 (FT 5) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF COMMON SHARES HELD BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3 (SEE ITEM 4 FOR FURTHER DETAILS). Preferred Stock: 4.6% (SEE FT 6) 12 TYPE OF REPORTING PERSON PN - -------- (FT 6) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF PREFERRED SHARES HELD BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3 (SEE ITEM 4 FOR FURTHER DETAILS). SCHEDULE 13G Common Stock ($.01 par value) - 57383M108 (CUSIP Number) Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number) 1 NAME OF REPORTING PERSON Barberry Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER Common Stock: 0 Preferred Stock: 0 6 SHARED VOTING POWER 0 (SEE FT 7) 7 SOLE DISPOSITIVE POWER Common Stock: 0 Preferred Stock: 0 8 SHARED DISPOSITIVE POWER 0 (SEE FT 8) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 0 Preferred Stock: 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) N/A 12 TYPE OF REPORTING PERSON CO - -------- (FT 7) BUT SEE ITEM 4 (FT 8) BUT SEE ITEM 4 SCHEDULE 13G Common Stock ($.01 par value) - 57383M108 (CUSIP Number) Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number) 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER Common Stock: 1,070,013 (SEE FT 9) Preferred Stock: 204,382 (SEE FT 10) 6 SHARED VOTING POWER 0 (SEE FT 11) 7 SOLE DISPOSITIVE POWER Common Stock: 1,070,013 (SEE FT 9) Preferred Stock: 204,382 (SEE FT 10) 8 SHARED DISPOSITIVE POWER 0 (SEE FT 12) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------- (FT 9) THIS NUMBER INCLUDES: 1,070,013 SHARES OF COMMON STOCK (ASSUMING EXERCISE OF ALL WARRANTS AND CONVERSION OF SHARES OF PREFERRED STOCK INTO COMMON STOCK, SEE ITEM 4 FOR FURTHER DETAILS). (FT 10) THIS NUMBER INCLUDES: 204382 SHARES OF PREFERRED STOCK (ASSUMING EXERCISE OF PREFERRED STOCK WARRANTS, SEE ITEM 4 FOR FURTHER DETAILS). (FT 11) BUT SEE ITEM 4 (FT 12) BUT SEE ITEM 4 Common Stock: 1,070,013 (SEE FT 9) Preferred Stock: 204,382 (SEE FT 10) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Common Stock: 3.0% (SEE FT 13) Preferred Stock: 1.1% (SEE FT 14) 12 TYPE OF REPORTING PERSON PN - -------- (FT 13) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF COMMON SHARES HELD BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3 (SEE ITEM 4 FOR FURTHER DETAILS). (FT 14) THIS PERCENTAGE REPRESENTS THE TOTAL NUMBER OF PREFERRED SHARES HELD BY THE REGISTRANT, AND IT IS CALCULATED IN ACCORDANCE WITH THE RULE 13d-3 (SEE ITEM 4 FOR FURTHER DETAILS). SCHEDULE 13G Common Stock ($.01 par value) - 57383M108 (CUSIP Number) Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number) 1 NAME OF REPORTING PERSON Icahn, Carl C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 0 (SEE FT 15) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 (SEE FT 16) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0 12 TYPE OF REPORTING PERSON IN - -------- (FT 15) BUT SEE ITEM 4. (FT 16) BUT SEE ITEM 4. SCHEDULE 13G Common Stock ($.01 par value) - 57383M108 (CUSIP Number) Preferred Stock ($.01 par value)- 57383M207 (CUSIP Number) 1 NAME OF REPORTING PERSON Riverdale LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 0 (SEE FT 17) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 (SEE FT 18) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) N/A 12 TYPE OF REPORTING PERSON OO - -------- (FT 17) BUT SEE ITEM 4. (FT 18) BUT SEE ITEM 4. SCHEDULE 13G ITEM 1 (a) Name of Issuer: Marvel Enterprises, Inc. (f/k/a Toy Biz, Inc.) (b) Address of Issuers Principal Executive Offices: 685 3rd Ave. New York, New York 10017 ITEM 2 Name, Address and Citizenship of Persons Filing (a) - (c) The persons filing this statement are Meadow Walk Limited Partnership ("Meadow Walk"), a Delaware limited partnership, Barberry Corporation ("Barberry"), a Delaware corporation, High River Limited Partnership ("High River"), a Delaware limited partnership, Riverdale LLC (Riverdale"), a New York limited liability corporation and Carl C. Icahn, a citizen of the United States of America (collectively, the "Registrants"). The principal business address and the address of the principal office of the Registrants is 100 South Bedford Road, Mount Kisco, New York 10549, with the exception of Carl C. Icahn, whose address is c/o Icahn Associates Corp., 114 West 47th Street, 19th Floor, New York, New York 10036. (d) Title of Class of Securities: Common Stock, par value $.01 Title of Class of Securities: Preferred Stock, par value $.01 (e) CUSIP Number for Common Stock: 57383M108 CUSIP Number for Preferred Stock: 57383M207 ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) / / Broker or Dealer registered under Section 15 of the Act (b) / / Bank as defined in Section 3(a)(6) of the Act (c) / / Insurance company as defined in Section 3(a)(19) of the Act (d) / / Investment Company registered under Section 8 of the Investment Company Act (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) / / Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) NOT APPLICABLE ITEM 4 Ownership Ownership as of the filing date: Meadow Walk has the sole power to vote and dispose of the 2,197,663 shares of Common Stock and 814,786 shares of Preferred Stock beneficially owned by it. High River does not share the power to vote or to direct the vote of, or the power to dispose or to direct the disposition of, the Common and Preferred Stock owned by it. However, Barberry, as general partner of Meadow Walk, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with Meadow Walk to dispose or direct the disposition of, the 2,197,663 shares of Common Stock and 814,786 shares of Preferred Stock owned by Meadow Walk. Mr. Icahn, as the sole shareholder and managing officer of Barberry, may be deemed, for the purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with Meadow Walk to dispose or direct the disposition of, the 2,197,663 shares of Common Stock and 814,786 shares of Preferred Stock owned by Meadow Walk. The filing of this statement on Schedule 13G shall not be construed as an admission that Mr. Icahn or Barberry is for the purposes of section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 2,197,663 shares of Common Stock and 814,786 shares of Preferred Stock beneficially owned by Meadow Walk. High River has the sole power to vote and dispose of the 1,070,013 shares of Common Stock and 204,382 shares of Preferred Stock beneficially owned by it. High River does not share the power to vote or to direct the vote of, or the power to dispose or to direct the disposition of, the Common and Preferred Stock owned by it. However, Riverdale, as general partner of High River, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with High River to dispose or direct the disposition of, the 1,070,013 shares of Common Stock and 204,382 shares of Preferred Stock owned by High River. Mr. Icahn, as the manager of Riverdale, may be deemed, for the purposes of determining beneficial ownership pursuant to Rule 13d-3, to have the shared power with High River to dispose or direct the disposition of, the 1,070,013 shares of Common Stock and 204,382 shares of Preferred Stock owned by High River. The filing of this statement on Schedule 13G shall not be construed as an admission that Mr. Icahn or Riverdale is for the purposes of section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 1,070,013 shares of Common Stock and 204,382 shares of Preferred Stock beneficially owned by High River. As of the filing date Meadow Walk owns: 1. 1,351,101 shares of Common Stock and 2. 814,786 shares of Preferred Stock, convertible into Common Stock at the conversion rate of 1.039. In addition, High River expects to receive the following warrants pursuant to the court approved reorganization plan for the case of In Re Marvel Entertainment Group, Inc., et al.(see Case No. 97-638-RRM, U.S. District Court for the district of Delaware): 1. 318,788 three-year warrants for Common Stock at $12.00 per share; 2. 539,873 four-year warrants for Common Stock at $18.50 per share; and 3. 204,382 six-month warrants for Preferred Stock at $10.65 per share. ITEM 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following. [ ] NOT APPLICABLE ITEM 6 Ownership of More than Five Percent on Behalf of Another Person Other than Registrants, no person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from, the sale of the securities. ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company NOT APPLICABLE ITEM 8 Identification and Classification of Members of the Group ITEM 8 is hereby amended by deleting the second sentence and inserting a new sentence in place thereof. ITEM 9 Notice of Dissolution of Group NOT APPLICABLE ITEM 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13G is true, complete and correct. Dated: February 12, 1999 /s/ Carl C. Icahn --------------------------------- Carl C. Icahn RIVERDALE LLC By: /s/ Carl C. Icahn ----------------------------- Carl C. Icahn Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC By: /s/ Carl C. Icahn ---------------------------- Carl C. Icahn Manager BARBERRY CORPORATION By: /s/ Carl C. Icahn ----------------------------- Carl C. Icahn President MEADOW WALK LIMITED PARTNERSHIP By: Barberry Corporation By: /s/ Carl C. Icahn ---------------------------- Carl C. Icahn Manager (Signature page of Schedule 13G - Marvel) EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $.01 per share and Preferred Stock, $.01 par value per share of Marvel Enterprises, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 12th day of February, 1999. Dated: February 12, 1999 By: /S/ CARL C. ICAHN Carl C. Icahn RIVERDALE LLC By: /S/ CARL C. ICAHN Carl C. Icahn Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC By: /S/ CARL C. ICAHN Carl C. Icahn Manager BARBERRY CORPORATION By: /S/ CARL C. ICAHN Carl C. Icahn President MEADOW WALK LIMITED PARTNERSHIP By: Barberry Corporation By: /S/ CARL C. ICAHN Carl C. Icahn Manager (Signature page of Schedule 13G - Joint Filing Agreement for Marvel) -----END PRIVACY-ENHANCED MESSAGE-----