-----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, QGNiRmurrNuMVRhhMHCrJ78Byxd9KcLSzjfkfBQU9XFVvDF9y/6jXD7MSEzu3Vs0 SKspDvAZp66J8WzQNjIZJA== 0000921749-99-000210.txt : 19991115 0000921749-99-000210.hdr.sgml : 19991115 ACCESSION NUMBER: 0000921749-99-000210 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991112 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: 99751070 BUSINESS ADDRESS: STREET 1: 387 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126960808 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: MHR INSTITUTIONAL PARTNERS LP CENTRAL INDEX KEY: 0001098749 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134001457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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 8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 (Title of Class of Securities) Common Stock - 57383M 10 8 Preferred Stock - 57383M 20 7 (CUSIP Number) November 1, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / x / Rule 13d-1(c) / / Rule 13d-1(d) 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). SCHEDULE 13G CUSIP No. Common Stock - 57383M 10 8 Preferred Stock - 57383M 20 7 1 NAME OF REPORTING PERSON MHR INSTITUTIONAL PARTNERS LP 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: 1,589,203/1/ PREFERRED STOCK: 1,529,550 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER COMMON STOCK: 1,589,203/1/ PREFERRED STOCK: 1,529,550 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON COMMON STOCK: 1,589,203/1/ PREFERRED STOCK: 1,529,550 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) COMMON STOCK: 4.53% PREFERRED STOCK: 8.69% 12 TYPE OF REPORTING PERSON* PN /1/ Includes 1,589,203 shares of Common Stock that the Reporting Person has the right to acquire upon conversion of 1,529,550 shares of the Issuer's 8% Convertible Exchangeable Preferred Stock (the "Preferred Stock") held by the Reporting Person. SCHEDULE 13G CUSIP No. Common Stock - 57383M 10 8 Preferred Stock - 57383M 20 7 1 NAME OF REPORTING PERSON MHRM PARTNERS LP 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: 168,831/2/ PREFERRED STOCK: 162,494 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER COMMON STOCK: 168,831/2/ PREFERRED STOCK: 162,494 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON COMMON STOCK: 168,831/2/ PREFERRED STOCK: 162,494 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) COMMON STOCK: 0.50% PREFERRED STOCK: 0.92% 12 TYPE OF REPORTING PERSON* PN /2/ Includes 168,831 shares of Common Stock that the Reporting Person has the right to acquire upon conversion of 162,494 shares of Preferred Stock held by the Reporting Person. SCHEDULE 13G CUSIP No. Common Stock - 57383M 10 8 Preferred Stock - 57383M 20 7 1 NAME OF REPORTING PERSON MHR CAPITAL PARTNERS LP 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: 317,127/3/ PREFERRED STOCK: 227,234 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER COMMON STOCK: 317,127/3/ PREFERRED STOCK: 227,234 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON COMMON STOCK: 317,127/3/ PREFERRED STOCK: 227,234 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) COMMON STOCK: 0.94% PREFERRED STOCK: 1.29% 12 TYPE OF REPORTING PERSON* PN /3/ Includes 236,096 shares of Common Stock that the Reporting Person has the right to acquire upon conversion of 227,234 shares of Preferred Stock held by the Reporting Person. SCHEDULE 13G CUSIP No. Common Stock - 57383M 10 8 Preferred Stock - 57383M 20 7 1 NAME OF REPORTING PERSON MHR INSTITUTIONAL ADVISORS 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 DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER COMMON STOCK: 1,758,034/4/ (See Item 4) PREFERRED STOCK: 1,692,044 (See Item 4) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER COMMON STOCK: 1,758,034/4/ (See Item 4) PREFERRED STOCK: 1,692,044 (See Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON COMMON STOCK: 1,758,034/4/ (See Item 4) PREFERRED STOCK: 1,692,044 (See Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) COMMON STOCK: 4.98% PREFERRED STOCK: 9.62% 12 TYPE OF REPORTING PERSON* OO /4/ Includes 1,589,203 and 168,831 shares of Common Stock that MHR Institutional Partners LP and MHRM Partners LP, respectively, have the right to acquire upon conversion of the 1,529,550 and 162,494 shares of Preferred Stock held by each, respectively, which shares the Reporting Person may be deemed to be a beneficial owner of by reason of its position as general partner of each such entity. Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of such shares. SCHEDULE 13G CUSIP No. Common Stock - 57383M 10 8 Preferred Stock - 57383M 20 7 1 NAME OF REPORTING PERSON MHR ADVISORS 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 DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER COMMON STOCK: 317,127/5/ (See Item 4) PREFERRED STOCK: 227,234 (See Item 4) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER COMMON STOCK: 317,127/5/ (See Item 4) PREFERRED STOCK: 227,234 (See Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON COMMON STOCK: 317,127/5/ (See Item 4) PREFERRED STOCK: 227,234 (See Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) COMMON STOCK: 0.94% PREFERRED STOCK: 1.29% 12 TYPE OF REPORTING PERSON* OO /5/ Includes 236,096 shares of Common Stock that MHR Capital Partners LP has the right to acquire upon conversion of the 227,234 shares of Preferred Stock held by it which the Reporting Person may be deemed to be a beneficial owner of by reason of its position as general partner of MHR Capital Partners LP. Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of such shares. SCHEDULE 13G CUSIP No. Common Stock - 57383M 10 8 Preferred Stock - 57383M 20 7 1 NAME OF REPORTING PERSON Mark H. Rachesky, M.D. 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 USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER COMMON STOCK: 2,075,161/7/ (See Item 4) PREFERRED STOCK: 1,919,278 (See Item 4) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER COMMON STOCK: 2,075,161/7/ (See Item 4) PREFERRED STOCK: 1,919,278 (See Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON COMMON STOCK: 2,075,161/2/ (See Item 4) PREFERRED STOCK: 1,919,278/2/ (See Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) COMMON STOCK: 5.84% PREFERRED STOCK: 10.91% 12 TYPE OF REPORTING PERSON* OO /6/ Includes 1,589,203, 168,831 and 236,096 shares of Common Stock that MHR Institutional Partners LP, MHRM Partners LP, and MHR Capital Partners LP, respectively, have the right to acquire upon conversion of the 1,529,550, 162,494 and 227,234 shares of Preferred Stock held by each, respectively, which shares the Reporting Person may be deemed to be a beneficial owner of by reason of his position as managing member of each of the general partners of such entities. Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of such shares. SCHEDULE 13G This Statement on Schedule 13G relates to shares of common stock, par value $.01 per share (the "Common Stock") and the 8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share (the "Preferred Stock"), of Marvel Enterprises, Inc., a Delaware corporation (the "Issuer"). ITEM 1 (a) Name of Issuer: Marvel Enterprises, Inc. (f/k/a Toy Biz, Inc.) (b) Address of Issuers Principal Executive Offices: 387 Park Avenue South New York, New York 10016 ITEM 2 (a) - (c) The persons filing this statement (each, a "Reporting Person" and collectively, the "Reporting Group") are: (i) MHR Institutional Partners LP, a Delaware limited partnership ("Institutional Partners"); (ii) MHRM Partners LP, a Delaware limited partnership ("MHRM"); (iii) MHR Capital Partners LP, a Delaware limited partnership ("Capital Partners"); (iv) MHR Institutional Advisors LLC, a Delaware limited liability company ("Institutional Advisors") and the general partner of Institutional Partners and MHRM; (v) MHR Advisors LLC, a Delaware limited liability company ("Advisors") and the general partner of Capital Partners; and (vi) Mark H. Rachesky, M.D., the managing member of Institutional Advisors and Advisors. Each Reporting Person has an office at 40 West 57th Street, 33rd Floor, New York, New York, 10019. (d) Title of Class of Securities: Common Stock, par value $.01 per share Title of Class of Securities: 8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share (e) CUSIP Number for Common Stock: 57383M 10 8 CUSIP Number for Preferred Stock: 57383M 20 7 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) ITEM 4 Ownership Institutional Partners currently owns 1,529,550 shares of Preferred Stock which represents 8.69% of the Preferred Stock outstanding (based upon 17,592,257 shares of Preferred Stock, which number was calculated based on the 52,184,538 shares of Common Stock stated to be outstanding as of June 30, 1999 by the Issuer in the Issuer's Form 10-Q for the quarter ended June 30, 1999 (the "10-Q"), assuming the conversion of all Preferred Stock) and which Institutional Partners has the right to convert into 1,589,203 shares of Common Stock, which represents 4.53% of the Common Stock outstanding (based upon the 33,532,159 shares of Common Stock stated to be outstanding as of June 30, 1999 by the Issuer in the 10-Q). Capital Partners owns 227,234 shares of Preferred Stock which represents 1.29% of the Preferred Stock outstanding and 81,031 shares of Common Stock. Capital Partners has the right to convert its shares of Preferred Stock into 236,096 shares of Common Stock which together with the shares of Common Stock held by Capital Partners represents 0.94% of the Common Stock outstanding. MHRM owns 162,494 shares of Preferred Stock which represents 0.92% of the Preferred Stock outstanding and which MHRM has the right to convert into 168,831 shares of Common Stock, which represents 0.50% of the Common Stock outstanding. Institutional Advisors may be deemed to be a beneficial owner of 1,529,550 shares of Preferred Stock and 162,494 shares of Preferred Stock held by Institutional Partners and MHRM, respectively, by reason of its position as general partner of each of Institutional Partners and MHRM. Pursuant to Rule 13d-4 promulgated under the Act, Institutional Advisors disclaims such beneficial ownership. Advisors may be deemed to be a beneficial owner of the 81,031 shares of Common Stock and 227,234 shares of Preferred Stock held by Capital Partners by reason of its position as general partner of Capital Partners. Pursuant to Rule 13d-4 promulgated under the Act, Advisors disclaims such beneficial ownership. Mark H. Rachesky, M.D. may be deemed to be a beneficial owner of (i) the 1,692,044 shares of Preferred Stock which Institutional Advisors may be deemed to be a beneficial owner of, and (ii) the 81,031 shares of Common Stock and 227,234 shares of Preferred Stock which Advisors may be deemed to be a beneficial owner of, by reason of his position as the managing member of Institutional Advisors and Advisors, respectively. Pursuant to Rule 13d-4, Dr. Rachesky disclaims such beneficial ownership. Pursuant to Rule 13d-3 promulgated under the Act, the Reporting Group may be deemed to be a beneficial owner of an aggregate of 1,919,278 shares of Preferred Stock representing 10.91% of the Preferred Stock outstanding and 81,031 shares of Common Stock which, together with the 1,994,130 shares of Common Stock which the Reporting Group has the right to acquire upon conversion of the shares of Preferred Stock which the members of the Reporting Group may be deemed to be a beneficial owner of, represents 5.84% of the Common Stock outstanding. Each of Institutional Partners, MHRM and Capital Partners has the sole power to vote and dispose of all shares of Common Stock, if any, and Preferred Stock that it owns. Institutional Advisors is the general partner of Institutional Partners and MHRM. Therefore, Institutional Advisors may be deemed to be a beneficial owner of the 1,529,550 and 162,494 shares of Preferred Stock owned by Institutional Partners and MHRM, respectively, with the shared power with Institutional Partners and MHRM, respectively, to vote or direct the vote and the shared power with Institutional Partners and MHRM, respectively, to dispose or direct the disposition of, such shares. Advisors is the general partner of Capital Partners. Therefore Advisors may be deemed to be a beneficial owner of the 81,031 shares of Common Stock and 227,234 shares of Preferred Stock owned by Capital Advisors, with the shared power with Capital Partners to vote or direct the vote and the shared power with Capital Partners to dispose or direct the disposition, of such shares. Dr. Rachesky is the managing member of Institutional Advisors and Advisors. Therefore, Dr. Rachesky may be deemed to be a beneficial owner of the (i) 1,692,044 shares of Preferred Stock which Institutional Partners may be deemed to be a beneficial owner of, and (ii) 81,031 shares of Common Stock and 227,234 shares of Preferred Stock which Advisors may be deemed to be a beneficial owner of, with the shared power with each of Institutional Partners, MHRM and Capital Partners, respectively, to vote or direct the vote and the shared power with each of Institutional Partners, MHRM and Capital Partners, respectively, to dispose or direct the disposition of, such shares. The filing of this statement on Schedule 13G shall not be construed as an admission that any member of the Reporting Group is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any of the shares of Preferred Stock or Common Stock owned by any other member of the Reporting Group. Pursuant to Rule 13d-4,each member of the Reporting Group disclaims all such beneficial ownership. ITEM 5 Ownership of Five Percent or Less of a Class NOT APPLICABLE ITEM 6 Ownership of More than Five Percent on Behalf of Another Person NOT APPLICABLE 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 See Item 2 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. Exhibits - -------- Exhibit 1 Joint filing Agreement dated November 10, 1999_ by and among MHR Institutional Partners LP, MHRM Partners LP, MHR Capital Partners LP, MHR Institutional Advisors LLC, MHR Advisors LLC and Mark H. Rachesky, M.D. 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: November 10, 1999 MHR INSTITUTIONAL PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: /s/ MARK H. RACHESKY --------------------------------- MARK H. RACHESKY, M.D. Managing Member MHRM PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: /s/ MARK H. RACHESKY --------------------------------- MARK H. RACHESKY, M.D. Managing Member MHR CAPITAL PARTNERS LP By: MHR Advisors LLC, its General Partner By: /s/ MARK H. RACHESKY --------------------------------- MARK H. RACHESKY, M.D. Managing Member MHR INSTITUTIONAL ADVISORS LLC By: /s/ MARK H. RACHESKY ---------------------------- MARK H. RACHESKY, M.D. Manager Member MHR ADVISORS LLC By: /s/ MARK H. RACHESKY ---------------------------- MARK H. RACHESKY, M.D. Manager Member /s/ MARK H. RACHESKY ----------------------------- MARK H. RACHESKY, M.D. EX-99 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) 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 8% Cumulative Convertible Exchangeable 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. The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy and completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 10, 1999. MHR INSTITUTIONAL PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: /s/ MARK H. RACHESKY --------------------------------- MARK H. RACHESKY, M.D. Managing Member MHRM PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: /s/ MARK H. RACHESKY --------------------------------- MARK H. RACHESKY, M.D. Managing Member MHR CAPITAL PARTNERS LP By: MHR Advisors LLC, its General Partner By: /s/ MARK H. RACHESKY --------------------------------- MARK H. RACHESKY, M.D. Managing Member MHR INSTITUTIONAL ADVISORS LLC By: /s/ MARK H. RACHESKY ---------------------------- MARK H. RACHESKY, M.D. Manager Member MHR ADVISORS LLC By: /s/ MARK H. RACHESKY ---------------------------- MARK H. RACHESKY, M.D. Manager Member /s/ MARK H. RACHESKY ----------------------------- MARK H. RACHESKY, M.D. -----END PRIVACY-ENHANCED MESSAGE-----