SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to __________
Commission File No. 1-13638
MARVEL ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
(formerly known as Toy Biz, Inc.)
Delaware 13-3711775
(State of incorporation) (I.R.S. employer identification number)
387 Park Avenue South
New York, New York 10016
(Address of principal executive offices, including zip code)
(212) 696-0808
(Registrant's telephone number, including area code)
____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act:
8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share
Plan Warrants for the purchase of Common Stock
Class A Warrants for the purchase of Common Stock
Class B Warrants for the purchase of 8% Cumulative Convertible Exchangeable
Preferred Stock
Class C Warrants for the purchase of Common Stock
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The approximate aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant as of March 22, 1999 was
$81,355,950, based on a price of $6.25 per share, the closing sales price for
the Registrant's Common Stock as reported in the New York Stock Exchange
Composite Transaction Tape on that date.
As of March 25, 1999, there were 33,532,127 outstanding shares of the
Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
This Annual Report on Form 10-K/A is being filed to amend the Annual Report
on Form 10-K, dated March 31, 1999, to include the fourth page of the Exhibit
Index required by Item 14(a)(3).
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed with this Report
1. Financial Statements
--------------------
See the accompanying Index to Financial Statements and Financial
Statement Schedule on page F-1.
2. Financial Statement Schedule
----------------------------
See the accompanying Index to Financial Statements and Financial
Statement Schedule on page F-1.
3. Exhibits
--------
See the accompanying Exhibit Index appearing on page 46.
(b) Reports on Form 8-K. During the last quarter of 1998, the Company
filed the following Current Reports on Form 8-K:
1. Current Report on Form 8-K dated October 1, 1998, reporting Items
5 and 7.
2. Current Report on Form 8-K dated October 13, 1998, reporting Items
2 and 7.
3. Current Report on Form 8-K/A dated October 16, 1998, reporting Item 7.
4. Current Report on Form 8-K/A-2 dated November 25, 1998, reporting
Item 7 and containing the financial statements required by Item 7(a)
and the pro forma financial information required by Item 7(b) in
connection with the Company's acquisition of Marvel Entertainment
Group, Inc.
(c) Exhibits. See the Exhibit Index immediately below.
EXHIBIT INDEX
Exhibit No.
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2.1 Fourth Amended Joint Plan of Reorganization for Marvel Entertainment Group, Inc.
dated July 31, 1998 and filed with the United States District Court for the District of
Delaware on July 31, 1998, with attached exhibits. (Incorporated by reference to
Exhibit 2.1 of the Registrant's Current Report on Form 8-K dated October 13, 1998
and filed with the Securities and Exchange Commission on October 14, 1998.)
2.2 Asset Purchase Agreement by and among Fleer Corp., Frank H. Fleer Corp. and
SkyBox International Inc. and Golden Cycle, LLC, dated as of January 29, 1999.
3.1 Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K dated October 13, 1998 and filed with the
Securities and Exchange Commission on October 14, 1998.)
3.2 Bylaws (as restated and amended).
4.1 Article V of the Restated Certificate of Incorporation (see Exhibit 3.1, above),
defining the rights of holders of Common Stock.
4.2 Article VI of the Restated Certificate of Incorporation (see Exhibit 3.1, above),
defining the rights of holders of 8% Preferred Stock.
4.3 Indenture, dated as of February 25, 1999, defining the rights of holders of 12% senior
notes due 2009.
4.4 Plan Warrant Agreement, dated as of October 1, 1998, between the Registrant and
American Stock Transfer & Trust Company, as warrant agent. (Incorporated by
reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated October
13, 1998 and filed with the Securities and Exchange Commission on October 14,
1998.)
4.5 Class A Warrant Agreement, dated as of October 1, 1998, between the Registrant and
American Stock Transfer & Trust Company, as warrant agent. (Incorporated by
reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K dated October
13, 1998 and filed with the Securities and Exchange Commission on October 14,
1998.)
4.6 Class B Warrant Agreement, dated as of October 1, 1998, between the Registrant and
American Stock Transfer & Trust Company, as warrant agent. (Incorporated by
reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K dated October
13, 1998 and filed with the Securities and Exchange Commission on October 14,
1998.)
4.7 Class C Warrant Agreement, dated as of October 1, 1998, between the Registrant and
American Stock Transfer & Trust Company, as warrant agent. (Incorporated by
reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K dated October
13, 1998 and filed with the Securities and Exchange Commission on October 14,
1998.)
Exhibit No.
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10.1 Stockholders' Agreement, dated as of October 1, 1998, by and among the Registrant,
Avi Arad, the Dickstein Entities (as defined therein), the Perlmutter Entities (as
defined therein), The Chase Manhattan Bank, Morgan Stanley & Co. Incorporated,
and Whippoorwill Associates, Incorporated, as agent of and/or general partner for
certain accounts. (Incorporated by reference to Exhibit 99.4 to the Registrant's
Current Report on Form 8-K/A dated and filed with the Securities and Exchange
Commission on October 16, 1998.)
10.2 Stock Purchase Agreement, dated as of October 1, 1998, by and among the Registrant
and Dickstein & Co., L.P., Dickstein Focus Fund L.P., Dickstein International
Limited, Elyssa Dickstein, Jeffrey Schwarz and Alan Cooper as Trustees U/T/A/D
12/27/88, Mark Dickstein, Grantor, Mark Dickstein and Elyssa Dickstein, as Trustees
of the Mark and Elyssa Dickstein Foundation, Elyssa Dickstein, Object Trading
Corp., and Whippoorwill Associates, Incorporated. (Incorporated by reference to
Exhibit 99.3 to the Registrant's Current Report on Form 8-K/A dated and filed with
the Securities and Exchange Commission on October 16, 1998.)
10.3 Registration Rights Agreement, dated as of October 1, 1998, by and among the
Registrant, Dickstein & Co., L.P., Dickstein Focus Fund L.P., Dickstein
International Limited, Elyssa Dickstein, Jeffrey Schwarz and Alan Cooper as Trustees
U/T/A/D 12/27/88, Mark Dickstein, Grantor, Mark Dickstein and Elyssa Dickstein,
as Trustees of the Mark and Elyssa Dickstein Foundation, Elyssa Dickstein, Object
Trading Corp., Whippoorwill/Marvel Obligations Trust - 1997, and Whippoorwill
Associates, Incorporated. (Incorporated by reference to Exhibit 99.5 to the
Registrant's Current Report on Form 8-K/A dated and filed with the Securities and
Exchange Commission on October 16, 1998.)
10.4 Registration Rights Agreement, dated as of December 8, 1998, by and among the
Registrant, Marvel Entertainment Group, Inc., Avi Arad, Isaac Perlmutter, Isaac
Perlmutter T.A., The Laura & Isaac Perlmutter Foundation Inc., and Zib Inc.
10.5 Registration Rights Agreement, dated February 25, 1999, by and among the
Registrant, certain subsidiaries of the Registrant, Morgan Stanley & Co. Incorporated
and Warburg Dillon Read LLC.
10.6 Lease dated as of July 1, 1986, between 387 P.A.S. Enterprises and Cadence
Industries Corporation (9th Floor). (Incorporated by reference to Exhibit 10.7 to the
Registration Statement of Marvel Entertainment Group, Inc. on Form S-1, File No.
33-40574, dated May 14, 1991.)
10.7 Lease Modification and Extension Agreement dated as of July 1, 1991, between 387
P.A.S. Enterprises and the Marvel Entertainment Group, Inc. (9th, 10th, 11th and
12th Floors). (Incorporated by reference to Exhibit 10.9 to the Annual Report on
Form 10-K of Marvel Entertainment Group, Inc. for the fiscal year ended December
31, 1991.)
10.8 Lease, dated December 3, 1993, by and between 200 Fifth Avenue Associates and the
Registrant. (Incorporated by reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1, File No. 33-87268.)
Exhibit No.
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10.9 Sublease, dated December 19, 1996, by and between Gruner & Jahr USA Publishing
and the Registrant. (Incorporated by reference to Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996.)
10.10 License Agreement, dated March 1, 1993, by and between the Registrant and Gerber
Products Company as amended by Amendment thereto, dated April 5, 1995.
(Incorporated by reference to Exhibit 10.13 to the Registrant's Registration Statement
on Form S-1, File No. 33-87268 and Exhibit 10.6 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995.) (Confidential treatment has been
requested for a portion of this exhibit.)
10.11 Master License Agreement, dated as of April 30, 1993, between Avi Arad &
Associates and the Registrant. (Incorporated by reference to Exhibit 10.21 to the
Registrant's Registration Statement on Form S-1, File No. 33-87268.)
10.12 Employment Agreement, dated as of January 1, 1998, by and between Joseph M.
Ahearn and the Registrant.*
10.13 Amendment to Employment Agreement, dated as of October 14, 1998, by and
between Joseph M. Ahearn and the Registrant.*
10.14 Employment Agreement, dated as of September 30, 1998, by and between Avi Arad
and the Registrant.*
10.15 Employment Agreement, dated as of November 11, 1998, by and between Eric
Ellenbogen and the Registrant.*
10.16 Employment Agreement by and between Alan Fine and the Registrant. (Incorporated
by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996.)*
10.17 Employment Agreement, dated as of January 1, 1998, by and between David J.
Fremed and the Registrant. (Incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the period ended September 30,
1998.)*
10.18 Employment Letter, dated August 27, 1997, by and between William H. Hardie, III
and the Registrant.*
10.19 Amendment to Employment Letter, dated February 4, 1999, by and between William
H. Hardie, III and the Registrant.*
10.20 1998 Stock Incentive Plan. (Incorporated by reference to Annex A of the Registrant's
Information Statement on Schedule 14C, filed with the Securities and Exchange
Commission on December 30, 1998.)*
10.21 Amended and Restated Master Agreement, dated as of November 19, 1997, by and
among the Registrant, certain secured creditors of Marvel and certain secured
creditors of Panini SpA and Amendments 1 and 2 thereto. (Incorporated by reference
to Exhibit 10.26 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.)
10.22 Amended and Restated Proxy and Stock Option Agreement, dated as of November 19,
1997, between the Registrant and Avi Arad (Incorporated by reference to Exhibit 10.2
to the Registrant's Current Report on Form 8-K dated November 24, 1997).
Exhibit No.
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10.23 Amended and Restated Proxy of Stock Option Agreement, dated as of November 19,
1997 among the Registrant, Isaac Perlmutter, Isaac Perlmutter T.A. and Zib Inc.
(Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form
8-K dated November 24, 1997).
10.24 Commitment Letter, dated as of November 19, 1997, by and between the Registrant,
Dickstein Partners Inc., and Zib Inc. (Incorporated by reference to Exhibit 10.3 to the
Registrant's Current Report on Form 8-K dated November 24, 1997).
10.25 Agreement, dated as of November 19, 1997, by and among Dickstein Partners, Inc.,
Isaac Perlmutter, Avi Arad and Joseph M. Ahearn (Incorporated by reference to
Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated November 24,
1997).
21 Subsidiaries of the Registrant.
23 Consent of Accountants.
24 Power of attorney (included on signature page hereto).
27 Financial Data Schedule.
* Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of New York, New York, on the 1st day of April, 1999.
MARVEL ENTERPRISES, INC.
a Delaware corporation (Registrant)
By: /s/ William H. Hardie, III
_____________________________________
William H. Hardie, III
Executive Vice President, Business Affairs
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
----------- ------- ------
* President, Chief Executive Officer and April __, 1999
- ------------------------------------------------------- Director (principal executive officer)
Eric Ellenbogen
* Senior Vice President and Chief Financial April __, 1999
- ------------------------------------------------------- Officer (principal financial and accounting
Robert S. Hull officer)
* Chairman of the Board of Directors April __, 1999
- -------------------------------------------------------
Morton E. Handel
* Director April __, 1999
- -------------------------------------------------------
Avi Arad
* Director April __, 1999
- -------------------------------------------------------
Mark Dickstein
* Director April __, 1999
- -------------------------------------------------------
Shelley F. Greenhaus
* Director April __, 1999
- -------------------------------------------------------
James F. Halpin
* Director April __, 1999
- -------------------------------------------------------
Michael M. Lynton
Signature Title Date
----------- ------- ------
* Director April __, 1999
- -------------------------------------------------------
Lawrence Mittman
* Director April __, 1999
- -------------------------------------------------------
Isaac Perlmutter
* Director April __, 1999
- -------------------------------------------------------
Rod Perth
* Director April __, 1999
- -------------------------------------------------------
Michael J. Petrick
*By: /s/ William H. Hardie, III April 1, 1999
- -------------------------------------------------------
William H. Hardie, III
Attorney-in-fact