SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(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, 2002
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)
Delaware 13-3711775
(State of incorporation) (I.R.S. employer identification number)
10 East 40th Street
New York, New York 10016
(Address of principal executive offices, including zip code)
(212) 576-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
8% Cumulative Convertible Exchangeable
Preferred Stock, par value $.01 per share
12% Senior Notes due 2009
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. |X|
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes |X| No |_|
The approximate aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Registrant as of June 28, 2002, the
last business day of the Registrant's most recently completed second fiscal
quarter, was $112,263,724 based on a price of $5.48 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 17, 2003, there
were 61,545,753 outstanding shares of the Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III (Items 10, 11, 12 and 13) is
incorporated by reference from the Registrant's definitive proxy statement,
which the Registrant intends to file with the Commission not later than 120 days
after the end of the fiscal year covered by this Report.
EXPLANATORY NOTE
This Amendment on Form 10-K/A is being filed solely to replace the
certifications of our President and Chief Executive Officer and Chief Financial
Officer filed as Exhibits 99.1 and 99.2 respectively. The date and signature
lines on the certifications were inadvertently left blank in the original
filing. All other information contained in our original Annual Report on Form
10-K for the fiscal year ended December 31, 2002 remains unchanged.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed with this Report
1. Financial Statements
See the Index to Financial Statements and Financial Statement Schedule
on page F-1 in our original Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the Commission on March 21, 2003.
2. Financial Statement Schedule
See the Index to Financial Statements and Financial Statement Schedule
on page F-1 in our original Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the Commission on March 21, 2003.
3. Exhibits
See the accompanying Exhibit Index immediately below.
(b) Reports on Form 8-K.
During the last quarter of 2002, the Company filed the following
Current Reports on Form 8-K:
1. Current Report on Form 8-K dated October 4, 2002, reporting
Items 5 and 7.
2. Current Report on Form 8-K dated November 22, 2002,
reporting Items 5 and 7.
(c) Exhibits. See the Exhibit Index immediately below.
EXHIBIT INDEX
Exhibit No.
- -----------
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 Company'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. (Incorporated by reference to Exhibit 2.2 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1998.)
3.1 Restated Certificate of Incorporation. (Incorporated by reference to
Exhibit 4.1 of the Company'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 Certificate of Amendment of the Restated Certificate of Incorporation.
(Incorporated by reference to Exhibit 3.2 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.)
3.3 Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.3
of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.)
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 Rights Agreement, dated as of August 22, 2000, between the Company and
American Stock Transfer & Trust Company as Rights Agent, defining the
rights of holders of Preferred Share Purchase Rights. (Incorporated by
reference to Exhibit 4.2 of the Company's Current Report on Form 8-K dated
August 22, 2000 and filed with the Securities and Exchange Commission on
September 12, 2000.)
4.4 Amendment to Rights Agreement, dated as of November 30, 2001, by and
between the Company and American Stock Transfer & Trust Company as Rights
Agent. (Incorporated by reference to Exhibit 10.9 of the Company's Current
Report on Form 8-K dated and filed with the Securities and Exchange
Commission on December 4, 2001.)
4.5 Amendment No. 2 to Rights Agreement, dated as of October 7, 2002, by and
between the Company and American Stock Transfer & Trust Company as Rights
Agent. (Incorporated by reference to Exhibit 10.1 of the Company's Current
Report on Form 8-K dated October 4, 2002 and filed with the Securities and
Exchange Commission on October 7, 2002.)
4.6 Indenture, dated as of February 25, 1999, defining the rights of holders
of 12% senior notes due 2009. (Incorporated by reference to Exhibit 4.2 of
the Company's Annual Report on Form 10-K for the year ended December 31,
1998.)
4.7 Warrant Agreement, dated as of November 30, 2001, by and between the
Company and HSBC Securities (USA), Inc. (Incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated and filed
with the Securities and Exchange Commission on December 4, 2001.)
4.8 Warrant Agreement, dated as of November 30, 2001, by and between the
Company and Isaac Perlmutter (Incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K dated and filed with the
Securities and Exchange Commission on December 4, 2001.)
10.1 Credit Agreement. dated as of November 30, 2001, by and between the
Company and HSBC Bank USA. (Incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K dated and filed with the
Securities and Exchange Commission on December 4, 2001.)
10.2 Pledge and Security Agreement, dated as of November 30, 2001, from the
Company and other grantors referred to therein, as Grantors, to HSBC Bank
USA, as administrative agent. (Incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated and filed with the
Securities and Exchange Commission on December 4, 2001.)
10.3 Subsidiary Guaranty, dated as of November 30, 2001, in favor of HSBC Bank
USA, as administrative agent. (Incorporated by reference to Exhibit 10.3
to the Company's Current Report on Form 8-K dated and filed with the
Securities and Exchange Commission on December 4, 2001.)
10.4 Personal Guaranty by Isaac Perlmutter in favor of HSBC Bank USA, dated as
of November 30, 2001. (Incorporated by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K dated and filed with the Securities
and Exchange Commission on December 4, 2001.)
10.5 Stockholders Agreement, dated as of October 1, 1998, by and among the
Company, Avi Arad, the Dickstien 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 Company's Current Report on Form 8-K/A
dated and filed with the Securities and Exchange Commission on October 16,
1998.)
10.6 Agreement, dated as of October 4, 2002, to Terminate Stockholders'
Agreement, dated as of October 1, 1998, among the Company and various of
its stockholders. (Incorporated by reference to Exhibit 10.2 of the
Company's Current Report on Form 8-K dated October 4, 2002 and filed with
the Securities and Exchange Commission on October 7, 2002.)
10.7 Registration Rights Agreement, dated as of October 1, 1998, by and among
the Company, 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 Company's Current Report on Form 8-K/A
dated and filed with the Securities and Exchange Commission on October 16,
1998.)
10.8 Registration Rights Agreement, dated as of December 8, 1998, by and among
the Company, Marvel Entertainment Group, Inc., Avi Arad, Isaac Perlmutter,
Isaac Perlmutter T.A., The Laura & Isaac Perlmutter Foundation Inc., and
Zib Inc. (Incorporated by reference to Exhibit 10.4 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.)
10.9 Registration Rights Agreement, dated February 25, 1999, by and among the
Company, certain subsidiaries of the Company, Morgan Stanley & Co.
Incorporated and Warburg Dillon Read LLC. (Incorporated by reference to
Exhibit 10.5 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.)
10.10 Warrant Shares Registration Right Agreement, dated as of November 30,
2001, by and between the Company and Isaac Perlmutter. (Incorporated by
reference to Exhibit 10.5 to the Company's Current Report on Form 8-K
dated and filed with the Securities and Exchange Commission on December 4,
2001.)
10.11 Sublease, dated as of June 9, 2000 between HSBC Bank USA and the Company,
as amended by First Amendment to Sublease dated December 1, 2000.
(Incorporated by reference to Exhibit 10.10 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2000.)
10.12 Master License Agreement, dated as of April 30, 1993, between Avi Arad &
Associates and the Company. (Incorporated by reference to Exhibit 10.21 to
the Company's Registration Statement on Form S-1, File No 33-87268.)
10.13 Separation Agreement made on July 16, 1999 by and between Eric Ellenbogen
and the Company. (Incorporated by reference to Exhibit 10.3 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.)*
10.14 Employment Agreement between the Company and F. Peter Cuneo, dated as of
July 19, 1999. (Incorporated by reference to Exhibit 10.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.)*
10.15 Amendment to Employment Agreement, dated as of December 2, 2002, by and
between the Company and F. Peter Cuneo.* ++
10.16 Employment Agreement, dated as of September 30, 1998, by and between Avi
Arad and the Company. (Incorporated by reference to Exhibit 10.14 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1998.)*
10.17 Amendment to Employment Agreement with Avi Arad dated January 2001.
(Incorporated by reference to Exhibit 10.14 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.)*
10.18 Employment Agreement by and between the Company and Alan Fine, dated
as of August 13, 2001.* ++
10.19 Employment Agreement, dated as of October 29, 1999, between the Company
and Richard Ungar. (Incorporated by reference to Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1999.)*
10.20 Amendment to Employment Agreement, dated as of April 9, 2002, between the
Company and Richard Ungar. (Incorporated by reference to Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2002.)*
10.21 Loan Out Agreement, dated as of October 29, 1999, between the Company and
Brentwood Television Funnies, Inc. (Incorporated by reference to Exhibit
10.20 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.)*
10.22 Employment Agreement, dated as of October 29, 1999, between the Company
and Allen S. Lipson. (Incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1999.)*
10.23 Amendment No. 1 to Employment Agreement, dated as of November 21, 2002,
by and between the Company and Allen S. Lipson.* ++
10.24 Amended and Restated Employment Agreement, dated as of November 21,
2002, by and between the Company and Allen S. Lipson.* ++
10.25 Employment Agreement, dated as of January 26, 2000, between the Company
and Bill Jemas. (Incorporated by reference to Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1999.)*
10.26 Employment Agreement, dated as of November 30, 2001, by and between the
Company and Isaac Perlmutter. (Incorporated by reference to Exhibit 10.6
to the Company's Current Report on Form 8-K dated and filed with the
Securities and Exchange Commission on December 4, 2001.)*
10.27 Employment Agreement, dated as of May 28, 2002, by and between the
Company and Kenneth P. West.* ++
10.28 Employment Agreement, dated as of November 30, 1998, between the Company
and Stan Lee. (Incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.)*
10.29 1998 Stock Incentive Plan. (Incorporated by reference to Annex A of the
Company's Information Statement on Schedule 14C, filed with the Securities
and Exchange Commission on December 30,1998.)*
10.30 Amendment No. 1 to the 1998 Stock Incentive Plan. (Incorporated by
reference to Appendix D of the Company's Proxy Statement on Schedule 14A,
filed with the Securities and Exchange Commission on January 3, 2003.)*
10.31 Nonqualified Stock Option Agreement, dated as of November 30, 2001, by and
between the Company and Isaac Perlmutter. (Incorporated by reference to
Exhibit 10.7 to the Company's Current Report on Form 8-K dated and filed
with the Securities and Exchange Commission on December 4, 2001).
10.32 Amended and Restated Proxy and Stock Option Agreement, dated as of
November 19, 1997, among the Company, Isaac Perlmutter, Isaac Perlmutter
T.A. and Zib Inc. (Incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated November 24, 1997).
10.33 Amended and Restated Proxy and Stock Option Agreement, dated as of
November 19, 1997, between the Company and Avi Arad. (Incorporated by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K
dated November 24, 1997.)
10.34 Voting Agreement, dated as of November 30, 2001, by and among the
Registrant, Avi Arad, Isaac Perlmutter, Morgan Stanley & Co. Incorporated,
and Whippoorwill Associates, Incorporated, as agent and/or general partner
for its discretionary accounts. (Incorporated by reference to Exhibit 10.8
to the Company's Current Report on Form 8-K dated and filed with the
Securities Exchange Commission on December 4, 2001.)
10.35 Notes Purchase Agreement, dated as of November 30, 2001, by and between
the Registrant and Isaac Perlmutter. (Incorporated by reference to Exhibit
10.10 to the Company's Current Report on Form 8-K dated and filed with the
Securities Exchange Commission on December 4, 2001.)
10.36 Waiver Agreement, dated as of May 14, 2001, among the Company, the
guarantors party thereto, the lenders party thereto and Citibank, N.A., as
Agent, Collateral Agent and Issuer. (Incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.)
10.37 Copyright Security Agreement, dated as of May 14, 2001, made by the
Company and the guarantors party thereto, in favor of Citibank, N.A., as
Collateral Agent. (Incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2001.)
10.38 Security Agreement dated as of May 14, 2001, made by the Company and the
guarantors party thereto, in favor of Citibank, N.A., as Collateral Agent.
(Incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001.)
10.39 Agreement (concerning letters of credit) dated August 23, 2001, between
Object Trading Corp., the Company and Marvel Characters, Inc.
(Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001.)
21 Subsidiaries of the Registrant. ++
23.1 Consent of Independent Auditors. ++
23.2 Consent of Independent Auditors. ++
23.3 Consent of Independent Auditors. ++
24 Power of attorney. ++
99.1 Certification by Chief Executive Officer pursuant to Sarbanes-Oxley
Act.+
99.2 Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
Act.+
*Management contract or compensatory plan or arrangement.
+ Filed herewith.
++ Previously filed on the Company's Annual Report on Form 10-K for
the year ended December 31, 2002, filed with the Commission on March 21, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MARVEL ENTERPRISES, INC.
By: /s/
--------------------------------
Allen S. Lipson
President and Chief Executive Officer
Date: March 21, 2003
Signature Title Date
- --------- ----- ----
/s/ President and Chief Executive Officer March 21, 2003
- ------------ (principal executive officer)
Allen S. Lipson
* Chief Financial Officer March 21, 2003
- ------------- (principal financial and accounting officer)
Kenneth P. West
* Chairman of the Board of Directors March 21, 2003
- ------------
Morton E. Handel
* Director, Vice Chairman of the Board of Directors March 21, 2003
- ------------
Isaac Perlmutter
* Director March 21, 2003
- ------------
F. Peter Cuneo
* Director March 21, 2003
- ------------
Avi Arad
* Director March 21, 2003
- ------------
Sid Ganis
* Director March 21, 2003
- ------------
Richard Solar
* Director March 21, 2003
- ------------
James F. Halpin
* Director March 21, 2003
- ------------
Lawrence Mittman
*By: /s/
--------------------
Allen S. Lipson
Attorney-in-Fact
CERTIFICATION
-------------
I, Allen S. Lipson, president and chief executive officer of the registrant,
certify that:
1. I have reviewed this annual report on Form 10-K, of Marvel Enterprises, Inc.;
2. Based on my knowledge, this annual report on Form 10-K does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
annual report, as amended;
3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the annual report, as
amended;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the annual report, as amended, is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the
annual report, as amended (the "Evaluation Date"); and
c) presented in the annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in the
original annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 21, 2003
/s/
--------------------------------
Allen S. Lipson
President and Chief Executive Officer
(principal executive officer)
CERTIFICATION
-------------
I, Kenneth P. West, chief financial officer of the registrant, certify that:
1. I have reviewed this annual report on Form 10-K of Marvel Enterprises, Inc.;
2. Based on my knowledge, this annual report on Form 10-K does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
annual report, as amended;
3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the annual report, as
amended;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report, as amended is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the
annual report, as amended (the "Evaluation Date"); and
c) presented in the annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in the
original annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 21, 2003
/s/
--------------------------------
Kenneth P. West
Chief Financial Officer
(principal financial officer)
Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Marvel Enterprises,
Inc. (the "Company") for the fiscal year ended December 31, 2002 as filed with
the Securities and Exchange Commission on March 21, 2003 (the "Report"), I,
Allen S. Lipson, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and (2) the Information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/
--------------------------------
Allen S. Lipson
President and Chief Executive Officer
March 20, 2003
Exhibit 99.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Marvel Enterprises,
Inc. (the "Company") for the fiscal year ended December 31, 2002 as filed with
the Securities and Exchange Commission on March 21, 2003 (the "Report"), I,
Kenneth P. West, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that: (1) the Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the
Information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
/s/
--------------------------------
Kenneth P. West
Chief Financial Officer
March 20, 2003