NEW YORK -- Marvel Entertainment Group Inc. Chairman Ronald Perelman yesterday unveiled a second proposal to get the comic-book company out of bankruptcy court, drawing criticism from bondholders who succeeded in blocking the first plan.

Under the proposal, Marvel would combine its comic book and character-licensing businesses with Toy Biz Inc., which makes toys modeled on Marvel characters. Marvel then would auction the combined company, mainly to repay secured creditors.

Bondholders said the plan is Perelman's latest effort to hamper their recovery on $894 million of bonds. Perelman, who owns 80 percent of Marvel, in December offered bondholders and stockholders a 20 percent stake in a combined Marvel-Toy Biz. The new plan offers them warrants for 12.5 percent of the combined company.

"This proposal is even worse for Marvel shareholders and bondholders than the original Perelman plan," the bondholders' committee said in a statement. The panel called the proposal "an outrageous sweetheart deal for the banks and Toy Biz insiders." The latest plan has been approved by Marvel's lead lender, Chase Manhattan Bank.

Marvel said yesterday that the minimum bid in an auction for the combined Marvel-Toy Biz would have to provide at least $430 million in cash to Marvel's pre-bankruptcy secured lenders and $285 million, or $14 a share, for Toy Biz shareholders.

Secured lenders that are owed $725 million would receive proceeds from a new $250 million term loan and a five-year, $170 million note. They also would get a 28 percent stake in the new company, and all of the stock of Marvel's Fleer/SkyBox trading card and Panini sticker units.

Bondholders, led by financier Carl Icahn, and Marvel shareholders would get warrants for 12.5 percent of the new company.

A U.S. Bankruptcy court ruled in February that Marvel bondholders could foreclose on and vote 80 percent of the company's common shares. Marvel bondholders' claims are secured by about 80 percent of Marvel's 104 million shares.

The court in March barred bondholders' effort to replace Marvel Entertainment's board, however.

Pub Date: 4/29/97

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