-----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, A5/iYYIiWs6phVQu+IoJ+jX+utnHxoUFrC6xO6gZpkbuaxI8NpOqpbhdaD1MSRqV RA1r8HKdYgZcNV3KwMpi8A== 0000921530-03-000202.txt : 20030321 0000921530-03-000202.hdr.sgml : 20030321 20030321170200 ACCESSION NUMBER: 0000921530-03-000202 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030321 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR ADVISORS LLC GROUP MEMBERS: MHR CAPITAL PARTNERS LP GROUP MEMBERS: MHR INSTITUTIONAL ADVISORS LLC GROUP MEMBERS: MHR INSTITUTIONAL PARTNERS LP GROUP MEMBERS: MHRM PARTNERS LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: NEOSE TECHNOLOGIES INC STREET 2: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2153159000 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-49226 FILM NUMBER: 03612729 BUSINESS ADDRESS: STREET 1: 10 EAST 40TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2125768530 MAIL ADDRESS: STREET 1: 10 EAST 40TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: TOY BIZ INC DATE OF NAME CHANGE: 19941213 SC 13D 1 marvel_13d31703.txt 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. ----------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share 8% Cumulative Convertible Preferred Stock, Par Value $.01 Per Share ------------------------------------------------------------------------------- (Title of Class of Securities) Common Stock: 57383M108 Preferred Stock: 57383M207 -------------------------- (CUSIP Number) Patrick J. Dooley, Esq. Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 2003 ------------------------------------- (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 shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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 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). Continued on following pages Page 1 of 16 Pages Exhibit Index: Page 15 CUSIP No. (Common Stock): 57383M108 Page 2 of 16 Pages CUSIP No. (Preferred Stock): 57383M207 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR INSTITUTIONAL PARTNERS LP 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) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of Common Stock: 2,055,794 Shares Preferred Stock: 1,978,628 Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person Common Stock: 2,055,794 With Preferred Stock: 1,978,628 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 2,055,794 Preferred Stock: 1,978,628 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) Common Stock: 3.27% Preferred Stock: 59.96% 14 Type of Reporting Person (See Instructions) PN - ----------------------- ** See Item 5. CUSIP No. (Common Stock): 57383M108 Page 3 of 16 Pages CUSIP No. (Preferred Stock): 57383M207 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHRM PARTNERS LP 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) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of Common Stock: 218,393 Shares Preferred Stock: 210,195 Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person Common Stock: 218,393 With Preferred Stock: 210,195 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 218,393 Preferred Stock: 210,195 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) Common Stock: 0.36% Preferred Stock: 6.37% 14 Type of Reporting Person (See Instructions) PN - ---------------------- ** See Item 5. CUSIP No. (Common Stock): 57383M108 Page 4 of 16 Pages CUSIP No. (Preferred Stock): 57383M207 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR CAPITAL PARTNERS LP 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) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of Common Stock: 305,407 Shares Preferred Stock: 293,943 Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person Common Stock: 305,407 With Preferred Stock: 293,943 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 305,407 Preferred Stock: 293,943 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) Common Stock: 0.50% Preferred Stock: 8.91% 14 Type of Reporting Person (See Instructions) PN - --------------------- ** See Item 5. CUSIP No. (Common Stock): 57383M108 Page 5 of 16 Pages CUSIP No. (Preferred Stock): 57383M207 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR INSTITUTIONAL ADVISORS LLC 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) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of Common Stock: 2,274,187 Shares Preferred Stock: 2,188,823 Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person Common Stock: 2,274,187 With Preferred Stock: 2,188,823 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 2,274,187 Preferred Stock: 2,188,823 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) Common Stock: 3.61% Preferred Stock: 66.33% 14 Type of Reporting Person (See Instructions) OO - ------------------------- ** See Item 5. CUSIP No. (Common Stock): 57383M108 Page 6 of 16 Pages CUSIP No. (Preferred Stock): 57383M207 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MHR ADVISORS LLC 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) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of Common Stock: 305,407 Shares Preferred Stock: 293,943 Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person Common Stock: 305,407 With Preferred Stock: 293,943 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 305,407 Preferred Stock: 293,943 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] 13 Percent of Class Represented By Amount in Row (11) Common Stock: 0.50% Preferred Stock: 8.91% 14 Type of Reporting Person (See Instructions) OO - ------------------------ ** See Item 5. CUSIP No. (Common Stock): 57383M108 Page 7 of 16 Pages CUSIP No. (Preferred Stock): 57383M207 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). MARK H. RACHESKY, M.D. 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) Not Applicable 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States of America 7 Sole Voting Power Number of Common Stock: 2,579,594 Shares Preferred Stock: 2,482,766 Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person Common Stock: 2,579,594 With Preferred Stock: 2,482,766 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person Common Stock: 2,579,594 Preferred Stock: 2,482,766 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) Common Stock: 4.07% Preferred Stock: 75.24% 14 Type of Reporting Person (See Instructions) IA; OO - ------------------------- ** See Item 5. Page 8 of 16 Pages This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the "Shares"), and 8% Cumulative Convertible Exchangeable Preferred Stock, par value $0.01 Per Share (the "Preferred Shares"), of Marvel Enterprises, Inc. (the "Issuer"). This Amendment No. 1 amends the initial statement on Schedule 13D, dated November 27, 2002 (the "Initial Statement"), filed by the Reporting Persons (as defined herein). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is amended as follows. Item 1. Security and Issuer This Statement relates to the Shares and Preferred Shares. The address of the principal executive office of the Issuer is 10 East 40th Street, New York, New York 10016. Item 2. Identity and Background This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) MHR Institutional Partners LP ("Institutional Partners"); (ii) MHRM Partners LP ("MHRM"); (iii) MHR Capital Partners LP ("Capital Partners"); (iv) MHR Institutional Advisors LLC ("Institutional Advisors"); (v) MHR Advisors LLC ("Advisors"); and (vi) Mark H. Rachesky, M.D. ("Dr. Rachesky") This Statement relates to the Shares held for the accounts of Institutional Partners, Capital Partners and MHRM. The Reporting Persons Institutional Partners, MHRM and Capital Partners are Delaware limited partnerships. The principal business of each of Institutional Partners, MHRM and Capital Partners is investment in securities. Institutional Advisors is a Delaware limited liability company and the general partner of Institutional Partners and MHRM. The principal business of Institutional Advisors is to provide management and advisory services to Institutional Partners and MHRM. Advisors is a Delaware limited liability company and the general partner of Capital Partners. The principal business of Advisors is to provide management and advisory services to Capital Partners. Dr. Rachesky is the managing member of Institutional Advisors and Advisors. The principal occupation of Dr. Rachesky, a United States citizen, is investment management. Page 9 of 16 Pages Each Reporting Person's principal business address is 40 West 57th Street, 33rd Floor, New York, N.Y. 10019. During the past five years, none of the Reporting Person and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) been a party to any civil proceeding as a result of which he or it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The information set forth in Item 6 herein is hereby incorporated by reference into this Item 3. The securities held for the accounts of Institutional Partners, MHRM and Capital Partners may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in the margin accounts, including the Shares and Preferred Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction The information set forth in Item 6 herein is hereby incorporated by reference into this Item 4. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer The information set forth in Item 6 herein is hereby incorporated by reference into this Item 5. According to information provided to the Reporting Persons from the Issuer, as of March 20, 2003, approximately 60,800,000 Shares and 3,300,000 Preferred Shares were outstanding. (a) (i) Institutional Partners may be deemed the beneficial owner of 1,978,628 Preferred Shares (approximately 59.96% of the total number of Preferred Shares outstanding). This number consists of 1,978,628 Preferred Shares held for its account. Institutional Partners may also be deemed the beneficial owner of 2,055,794 Shares (approximately 3.27% of the total number of Shares outstanding assuming the conversion of the 1,978,628 Preferred Shares held for its account). This number consists of 2,055,794 Shares issuable upon the conversion of the 1,978,628 Preferred Shares held for its account. (ii) MHRM may be deemed the beneficial owner of 210,195 Preferred Shares (approximately 6.37% of the total number of Preferred Shares outstanding). This number consists of 210,195 Preferred Shares held for its Page 10 of 16 Pages account. MHRM may also be deemed the beneficial owner of 218,393 Shares (approximately 0.36% of the total number of Shares outstanding assuming the conversion of the 210,195 Preferred Shares held for its account). This number consists of 218,393 Shares issuable upon the conversion of the 210,195 Preferred Shares held for its account. (iii) Capital Partners and Advisors may each be deemed the beneficial owner of 293,943 Preferred Shares (approximately 8.91% of the total number of Preferred Shares outstanding). This number consists of 293,943 Preferred Shares held for the account of Capital Partners. Capital Partners and Advisors may also be deemed the beneficial owner of 305,407 Shares (approximately 0.50% of the total number of Shares outstanding assuming the conversion of the 293,943 Preferred Shares held for the account of Capital Partners). This number consists of 305,407 Shares issuable upon the conversion of the 293,943 Preferred Shares held for the account of Capital Partners. (iv) Institutional Advisors may be deemed the beneficial owner of 2,188,823 Preferred Shares (approximately 66.33% of the total number of Preferred Shares outstanding). This number consists of A) 1,978,628 Preferred Shares held for the account of Institutional Partners and B) 210,195 Preferred Shares held for the account of MHRM. Institutional Advisors may also be deemed the beneficial owner of 2,274,187 Shares (approximately 3.61% of the total number of Shares outstanding assuming the conversion of 1,978,628 Preferred Shares held for the account of Institutional Partners and 210,195 Preferred Shares held for the account of MHRM). This number consists of A) 2,055,794 Shares issuable upon the conversion of the 1,978,628 Preferred Shares held for the account of Institutional Partners and B) 218,393 Shares issuable upon the conversion of the 210,195 Preferred Shares held for the account of MHRM. (v) Dr. Rachesky may be deemed the beneficial owner of 2,482,766 Preferred Shares (approximately 75.24% of the total number of Preferred Shares outstanding). This number consists of A) 1,978,628 Preferred Shares held for the account of Institutional Partners, B) 210,195 Preferred Shares held for the account of MHRM, and C) 293,943 Preferred Shares held for the account of Capital Partners. Dr. Rachesky may also be deemed the beneficial owner of 2,579,594 Shares (approximately 4.07% of the total number of Shares outstanding assuming the conversion of the 1,978,628 Preferred Shares held for the account of Institutional Partners, 210,195 Preferred Shares held for the account of MHRM, and the 293,943 Preferred Shares held for the account of Capital Partners). This number consists of A) 2,055,794 Shares issuable upon the conversion of the 1,978,628 Preferred Shares held for the account of Institutional Partners, B) 218,393 Shares issuable upon the conversion of the 210,195 Preferred Shares held for the account of MHRM, and C) 305,407 Shares issuable upon the conversion of the 293,943 Preferred Shares held for the account of Capital Partners. (b) (i) Institutional Partners may be deemed to have the sole power to direct the voting and disposition of the 1,978,628 Preferred Shares which may be deemed to be beneficially owned by Institutional Partners as described above. Institutional Partners may be deemed to have the sole power to direct the voting and disposition of the 2,055,794 Shares which may be deemed to be beneficially owned by Institutional Partners as described above. (ii) MHRM may be deemed to have the sole power to direct the voting and disposition of the 210,195 Preferred Shares which may be deemed to be beneficially owned by MHRM as described above. MHRM may be also deemed to have the sole power to direct the voting and disposition of the 218,393 Shares which may be deemed to be beneficially owned by MHRM as described above. Page 11 of 16 Pages (iii) Each of Capital Partners and Advisors may be deemed to have the sole power to direct the voting and disposition of the 293,943 Preferred Shares which may be deemed to be beneficially owned by Capital Partners as described above. Each of Capital Partners and Advisors may also be deemed to have the sole power to direct the voting and disposition of the 305,407 Shares which may be deemed to be beneficially owned by Capital Partners as described above. (iv) Institutional Advisors may be deemed to have the sole power to direct the voting and disposition of the 2,188,823 Preferred Shares which may be deemed to be beneficially owned by Institutional Advisors and MHRM as described above. Institutional Advisors may also be deemed to have the sole power to direct the voting and disposition of the 2,274,187 Shares which may be deemed to be beneficially owned by Institutional Advisors and MHRM as described above. (v) Dr. Rachesky may be deemed to have the sole power to direct the voting and disposition of the 2,482,766 Preferred Shares which may be deemed to be beneficially owned by Institutional Advisors, MHRM and Capital Partners as described above. Dr. Rachesky may also be deemed to have the sole power to direct the voting and disposition of the 2,579,594 Shares which may be deemed to be beneficially owned by Institutional Advisors, MHRM and Capital Partners as described above. (c) There have been no transactions effected with respect to the Shares since January 20, 2003 (60 days prior to the date herein) by any of the Reporting Persons. (d) (i) The partners of Institutional Partners and MHRM, including Institutional Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of Institutional Partners and MHRM in accordance with their partnership interests in Institutional Partners and MHRM. (ii) The partners of Capital Partners, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Capital Partners in accordance with their partnership interests in Capital Partners. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Certain of the Reporting Persons have entered into negotiations with Bank of America, N.A., in connection with certain hedging transactions, including variable share forward transactions or cashless collar transactions (the "Hedging Transactions"), that would reduce such Reporting Persons' financial exposure with regard to the Shares that such Reporting Persons shall receive upon consummation of the automatic conversion of the Preferred Shares recently announced by the Issuer. In connection with the Hedging Transactions, the respective Reporting Persons may pledge certain of the Shares and/or Preferred Shares held for their respective accounts as collateral. From time to time each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of Page 12 of 16 Pages securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time, to the extent permitted by applicable law, each of the Reporting Persons may borrow securities, including the Shares and/or the Preferred Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as set forth below, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits The Exhibit Index is incorporated herein by reference. Page 13 of 16 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: March 21, 2003 MHR INSTITUTIONAL PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ----------------------------------- Hal Goldstein Attorney-in-Fact MHRM PARTNERS LP By: MHR Institutional Advisors LLC, its General Partner By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ----------------------------------- Attorney-in-Fact MHR CAPITAL PARTNERS LP By: MHR Advisors LLC, its General Partner By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ----------------------------------- Attorney-in-Fact MHR INSTITUTIONAL ADVISORS LLC By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ----------------------------------- Attorney-in-Fact Page 14 of 16 Pages MHR ADVISORS LLC By: Mark H. Rachesky, M.D. its Managing Member By: /s/ Hal Goldstein ----------------------------------- Attorney-in-Fact MARK H. RACHESKY, M.D. By: /s/ Hal Goldstein ----------------------------------- Attorney-in-Fact Page 15 of 16 Pages EXHIBIT INDEX B. Power of Attorney, dated as of March 20, 2003, granted by Mark H. Rachesky, M.D., in favor of Hal Goldstein.......................... 16 Page 16 of 16 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, MARK H. RACHESKY, M.D., hereby make, constitute and appoint HAL GOLDSTEIN, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacities as managing member of or in other capacities with MHR INSTITUTIONAL ADVISORS LLC ("Institutional Advisors") and MHR ADVISORS LLC ("Advisors"), and each of their affiliates or entities advised by me or by Institutional Advisors or Advisors, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until April 1, 2003. IN WITNESS WHEREOF, I have executed this instrument as of the 20th day of March, 2003. /s/ Mark H. Rachesky, M.D. ---------------------------------------- MARK H. RACHESKY, M.D -----END PRIVACY-ENHANCED MESSAGE-----