-----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, N5smbWirwSI6oQ7VeNW0Nvd/Zx0t1Ajx/ZHKa4PBsW4a4lN0noESuC+b4H7SqpTw CNq4uwpPm2IW7QSGsA9qfA== 0000895345-98-000647.txt : 19981023 0000895345-98-000647.hdr.sgml : 19981023 ACCESSION NUMBER: 0000895345-98-000647 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981022 SROS: NYSE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-47191 FILM NUMBER: 98729400 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: WHIPPOORWILL ASSOCIATES INC /ADV CENTRAL INDEX KEY: 0000896251 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133595884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 MARTINE AVE CITY: WHITE PLAINS STATE: NY ZIP: 10606 BUSINESS PHONE: 9146831002 MAIL ADDRESS: STREET 1: 11 MARTINE AVE STREET 2: WHIPPOORWILL ASSOCIATES INC CITY: WHITE PLAINS STATE: NY ZIP: 10606 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MARVEL ENTERPRISES, INC. (formerly Toy Biz, Inc.) - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 57383M108 --------------- (CUSIP Number) Jessica Forbes, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8558 October 16, 1998 - --------------------------------------------------------------------------- (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 should include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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 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 13D CUSIP No. 57383M108 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Whippoorwill Associates Inc. 13-3595884 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) OO; WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 3,571,817 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 3,571,817 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,571,817 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0% 14 TYPE OF REPORTING PERSON (See Instructions) IA, CO SCHEDULE 13D CUSIP No. 57383M108 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Whippoorwill/Marvel Obligations Trust - 1997 13-2780552* 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 4 SOURCE OF FUNDS (See Instructions) OO; WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,769,538 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 2,769,538 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,769,538 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% 14 TYPE OF REPORTING PERSON (See Instructions) OO (Trust) * IRS Id No. of Trustee (Continental Stock Transfer & Trust Company) SCHEDULE 13D ------------ This Amendment No. 1 to Schedule 13D amends and supplements the Statement on Schedule 13D relating to the Common Stock, par value $.01 per share (the "Common Stock"), of Marvel Enterprises, Inc., a Delaware corporation (the "Issuer"), filed on October 13, 1998 (with all exhibits attached thereto, the "Original Schedule 13D") by Whippoorwill Associates, Inc. ("Whippoorwill") and Whippoorwill/Marvel Obligations Trust - 1997 (the "Trust"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D. Item 1. Security and Issuer. - ------- -------------------- Unchanged. Item 2. Identity and Background. - ------- ------------------------ Unchanged Item 3. Source and Amount of Funds or Other Consideration. - ------- -------------------------------------------------- Unchanged. Item 4. Purpose of Transaction. - ------- ----------------------- Unchanged Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- Unchanged Item 6. Contracts Arrangements, Understandings or Relationships With - ------- Respect to Securities of the Issuer. ----------------------------------------------------------- Item 6 is hereby amended and supplemented by adding the following: On October 16, 1998, the Stockholders' Agreement and the Registration Rights Agreement were finalized and delivered by the parties thereto. Copies of the Stockholders' Agreement and the Registration Rights Agreement are attached hereto as Exhibit C and Exhibit D, respectively, and are incorporated herein by reference. Item 7. Material to be Filed as Exhibits. - ------- --------------------------------- Item 7 is hereby amended and supplemented by adding the following: Exhibit C: Stockholders' Agreement dated as of October 1, 1998, by and among the Investor Group, the Lender Group, and the Issuer (incorporated by reference to Exhibit 99.4 of the Issuer's Current Report on Form 8-K/A (Commission File No. 1-13638) filed with the SEC on October 16, 1998). Exhibit D: Registration Rights Agreement, dated as of October 1, 1998, by and among the Issuer, Whippoorwill (as agent for the Holders), the Trust, and certain purchasers of 8% Preferred Stock (incorporated by reference to Exhibit 99.5 of the Issuer's Current Report on Form 8-K/A (Commission File No. 1-13638) filed with the SEC on October 16, 1998). SIGNATURES ---------- After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 22, 1998 WHIPPOORWILL ASSOCIATES, INC. By: /s/ Pamela Lawrence ---------------------------- Name: Pamela Lawrence Title: Vice President WHIPPOORWILL/MARVEL OBLIGATIONS TRUST - 1997 By: Continental Stock Transfer & Trust Company, as Trustee By: /s/ Michael Nelson ---------------------------- Name: Michael Nelson Title: President -----END PRIVACY-ENHANCED MESSAGE-----