-----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, D07Jh/ub0FpaCkFOLY6H8GcNbScgi4g/gHn5yr5oemsxCVGF0kVLXIgi9YWnmiDG ZiZjbWgHsYXlH7qbNl20tg== 0000941302-00-000127.txt : 20000407 0000941302-00-000127.hdr.sgml : 20000407 ACCESSION NUMBER: 0000941302-00-000127 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000406 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/A SEC ACT: SEC FILE NUMBER: 005-47191 FILM NUMBER: 595231 BUSINESS ADDRESS: STREET 1: 387 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126960808 MAIL ADDRESS: STREET 1: 387 PARK AVE SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: TOY BIZ INC DATE OF NAME CHANGE: 19941213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SUITE 808 STREET 2: 4514 COLE AVENUE CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: 214-522-2100 MAIL ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSS AVE #4660 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5) MARVEL ENTERPRISES, INC. - ---------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ---------------------------------------------------------------- (Title of Class of Securities) 57383M108 - ---------------------------------------------------------------- (CUSIP Number) March 27, 2000 - ---------------------------------------------------------------- (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) Rule 13d-1(c) Rule 13d-1(d) CUSIP No. 57383M108 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Value Partners, Ltd., 75-2291866 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 5 SOLE VOTING POWER 1,539,265 SHARES BENEFICIALL 6 SHARED VOTING POWER 0** Y OWNED BY EACH 7 SOLE DISPOSITIVE POWER 1,539,265 REPORTING PERSON WITH 8 SHARED DISPOSITIVE 0** POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,539,265** 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT **BUT SEE ITEM 4. CUSIP No. 57383M108 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ewing & Partners, 75-2741747 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 5 SOLE VOTING POWER 0 SHARES BENEFICIALL 6 SHARED VOTING POWER 0** Y OWNED BY EACH 7 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8 SHARED DISPOSITIVE 0** POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0** 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%** 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT **BUT SEE ITEM 4. CUSIP No. 57383M108 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Timothy G. Ewing 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER 1,990 SHARES BENEFICIALL 6 SHARED VOTING POWER 0** Y OWNED BY EACH 7 SOLE DISPOSITIVE POWER 1,990 REPORTING PERSON WITH 8 SHARED DISPOSITIVE 0** POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,990** 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%** 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT **BUT SEE ITEM 4. AMENDMENT NO. 5 TO SCHEDULE 13G This Amendment No. 5 to Schedule 13G (this "Amendment") is being filed on behalf of Value Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing & Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G. Ewing, the managing general partner of Ewing & Partners, as an amendment to the initial statement on Schedule 13G relating to shares of common stock, par value $.01 per share (the "Common Stock"), of Marvel Enterprises, Inc. (the "Company") as filed with the Securities and Exchange Commission (the "Commission") on October 9, 1998 and as amended from time to time since such date to the date hereof (the "Statement"). 1(b) Address of Issuer's Principal Executive Offices. 387 Park Avenue South New York, New York 10016 Item 4 Ownership. Item 4 of the Statement is hereby amended and restated in its entirety to read as follows: See Items 5 through 11 on page 2 for Value Partners, page 3 for Ewing & Partners and page 4 for Mr. Ewing. On January 18, 2000, Value Partners received 27,841 shares of the Company's Preferred Stock ("Preferred Stock") as a dividend paid by the Company. Consequently, as of March 27, 2000, Value Partners directly held 1,481,487 shares of Preferred Stock. Each share of Preferred Stock can be exchanged, at any time, by the holder thereof, for 1.039 shares of Common Stock. Also, as of March 27, 2000, Value Partners disposed of 2,019,876 shares of Common Stock. Thus, Value Partners beneficially owned 1,539,265 shares of Common Stock as of March 27, 2000. Value Partners has the sole power to vote and dispose of the 1,539,265 shares of Common Stock beneficially owned by it. Ewing & Partners, as general partner of Value Partners, may direct the vote and disposition of the 1,539,265 shares of Common Stock owned by Value Partners. Similarly, Mr. Ewing, as managing general partner of Ewing & Partners, may direct the vote and disposition of the 1,539,265 shares of Common Stock owned by Value Partners. Mr. Ewing has the sole power to vote and dispose of the 1,990 shares of Common Stock beneficially owned by him. Mr. Ewing does not share the power to vote or to direct the vote of, or the power to dispose or to direct the disposition of the 1,990 shares of Common Stock owned by him. Item 5 Ownership of Five Percent or Less of a Class. 4.6%. Exhibits Exhibit 1 Joint Filing Agreement dated October 8, 1998 between Value Partners, Ewing & Partners and Mr. Ewing (previously filed as Exhibit 1 to the initial Schedule 13G and incorporated herein by reference). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 4, 2000 VALUE PARTNERS, LTD. By: EWING & PARTNERS, as General Partner By: /s/ Timothy G. Ewing --------------------------- Timothy G. Ewing as Managing Partner EWING & PARTNERS By: /s/ Timothy G. Ewing --------------------------- Timothy G. Ewing as Managing Partner /s/ Timothy G. Ewing ------------------------------- Timothy G. Ewing -----END PRIVACY-ENHANCED MESSAGE-----