SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1630, 2009

MARVEL ENTERTAINMENT, INC.

(Exact Name of Registrant as specified in its charter)

Delaware	001-13638	13-3711775
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
417 Fifth Avenue, New York, New York		10016
(Address of Principal Executive Offices)		(Zip Code)

417 Fifth Avenue, New York, New York		10016
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 576-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~8.01~~Note ~~Other Events.~~

On ~~August~~ December 31, 2009, ~~The~~Marvel ~~Walt Disney Company~~Entertainment, aInc. ~~Delaware corporation~~ (“~~Disney~~Marvel”), completed its merger with Maverick Acquisition Sub, Inc., ~~a Delaware corporation and a wholly owned subsidiary of Disney~~ (“Merger Sub”), ~~Maverick Merger Sub, LLC,~~ a ~~single member Delaware limited liability company and~~ wholly -owned subsidiary of The Walt Disney Company (“~~Merger LLC~~Disney”), ~~and~~whereby ~~Marvel~~Merger ~~Entertainment,~~Sub ~~Inc.,~~merged awith ~~Delaware~~and ~~corporation~~into (“Marvel~~”),~~ ~~entered~~with ~~into~~Marvel ancontinuing ~~Agreement~~as ~~and~~the ~~Plan~~surviving ofcorporation ~~Merger~~ (the “Merger ~~Agreement~~”). ~~Pursuant~~Immediately toafter the ~~terms~~effective ~~and~~time ~~subject~~of to the ~~conditions set forth in the~~ Merger ~~Agreement~~, ~~Disney has agreed to acquire~~ Marvel, ~~through~~as athe ~~merger~~surviving ofcorporation in the Merger, ~~Sub~~merged with and into ~~Marvel~~Maverick ~~(the~~Merger Sub, LLC (“Merger LLC”), ~~with~~a ~~Marvel~~wholly toowned besubsidiary ~~the surviving~~of ~~corporation~~Disney, inwith ~~the~~ Merger ~~(the~~LLC ~~“Surviving~~surviving ~~Corporation”),~~and ~~which~~continuing ~~will~~as bea ~~followed,~~wholly ~~immediately~~owned ~~after~~subsidiary of Disney (the ~~effective~~“Upstream ~~time~~Merger”). ofIn connection with the Upstream Merger, byMerger aLLC ~~merger~~changed ofits ~~the~~name ~~Surviving~~to ~~Corporation~~Marvel ~~with~~Entertainment, ~~and into Merger~~ LLC (~~the~~ “~~Upstream Merger~~Marvel LLC”),. ~~with~~The Merger ~~LLC~~and ~~to be~~ the ~~surviving~~Upstream ~~entity~~Merger inwere ~~the~~effected ~~Upstream~~pursuant ~~Merger.~~to Asan aAgreement ~~result~~and Plan of ~~the~~ Merger, ~~Marvel~~dated ~~will~~as ~~become~~of aAugust 31, ~~wholly~~2009 ~~owned~~(the “Merger ~~subsidiary~~Agreement”), ofby and among Marvel, Disney., Merger Sub and Merger LLC. ~~are~~The ~~collectively~~following ~~referred~~events totook ~~herein~~place asin connection with the ~~“Acquisition~~ ~~Subsidiaries.”~~consummation of the Merger and the Upstream Merger:

~~The~~Item 1.02 ~~special~~Termination ~~meeting~~of ~~at which Marvel stockholders will consider and vote on~~ a ~~proposal to~~Material ~~adopt~~Definitive ~~the Merger~~ Agreement ~~is scheduled to take place on December 31, 2009 at 9:00 a~~.m.

AsIn ~~previously~~connection disclosed, Marvel, its board of directors and Disney and, in certain instances, the Acquisition Subsidiaries are named as defendants in purported class action lawsuits brought by alleged Marvel stockholders challenging Marvel’s proposed merger with ~~Disney.~~ ~~The stockholder actions were filed in~~ the ~~Supreme~~consummation ~~Court~~ of the ~~State of New York~~Merger, ~~County~~on ~~of New York (Michael Golombuski v. Marvel Entertainment, Inc., et al., filed August~~December 31, 2009, ~~and Alan W. Meerow v.~~ Marvel ~~Entertainment, Inc.~~and etHSBC ~~al.,~~Bank ~~filed September 15~~USA, ~~2009)~~National ~~and~~Association ~~in the Delaware Court of Chancery~~ (~~Christine Vlatos v. Sid Ganis~~“HSBC”), etterminated al., filed September 1, 2009; Paul W. Morand v. Morton F. Handel et al., filed on September 8, 2009; and Port Authority of Allegheny County Retirement and Disability Allowance Plan for Employees Represented by Local 85 of the ~~Amalgamated~~Credit ~~Transit Union v. Isaac Perlmutter~~Agreement, etdated ~~al.,~~as ~~filed on September~~of November 109, ~~2009). The stockholder actions generally allege~~2005, among ~~other things, that (i) each member of the~~ Marvel ~~board of directors breached his fiduciary duties to Marvel~~ and ~~its~~HSBC ~~stockholders~~(as byamended, ~~authorizing~~ the ~~sale~~“Credit ~~of Marvel to Disney, (ii~~Facility”) ~~the~~ ~~merger~~and ~~does not maximize value to Marvel stockholders, (iii)~~ the ~~defendants~~other ~~failed~~transaction todocuments ~~provide stockholders with allegedly material information~~ related to the ~~proposed~~Credit ~~transaction~~Facility. ~~and~~Other ~~(iv) Disney~~than ~~and~~an ~~Marvel~~outstanding ~~aided~~letter ~~and abetted the breaches~~ of ~~fiduciary~~credit ~~duty~~in ~~allegedly committed by~~ the ~~members~~amount of ~~the Marvel board of directors. The stockholder actions seek class action certification and equitable relief~~$1,076,960 ~~including judgments enjoining~~ (the ~~defendants from consummating the merger on the agreed-upon terms. The two~~“Letter ~~actions in the Supreme Court~~ of ~~the State of New York~~Credit”), ~~County~~no ofamounts ~~New York~~ were ~~consolidated~~outstanding ~~on October 8, 2009~~ under the ~~new~~Credit ~~caption~~Facility Inat ~~re:~~the ~~Marvel~~effective ~~Entertainment,~~time ~~Inc.~~of ~~Shareholder Litigation (~~the ~~“New York Action”)~~Merger. The ~~Vlatos and~~Letter ~~Morand actions in the Delaware Court~~ of ~~Chancery~~Credit ~~(the~~has ~~“Delaware~~been ~~Court”)~~cash ~~were~~collateralized ~~consolidated~~by ~~on October 26, 2009 under the new caption In re:~~ Marvel ~~Entertainment,~~and ~~Inc.~~remains ~~Shareholder~~outstanding ~~Litigation~~notwithstanding (the ~~“Delaware~~termination ~~Action,”~~of ~~and together with~~ the ~~New~~Credit ~~York Action, the “Actions”)~~Facility. Prior Onto ~~October 9,~~its ~~2009~~termination, the ~~plaintiffs~~Credit ~~filed~~Facility inprovided ~~the~~Marvel ~~Delaware~~with ~~Court~~ a ~~Notice~~$100 ~~and~~million ~~Proposed~~revolving ~~Order~~line of ~~Dismissal~~credit. ~~without prejudice of the action entitled Port Authority of Allegheny County Retirement and Disability Allowance Plan for~~

Also, in ~~Employees~~connection ~~Represented~~with bythe ~~Local~~consummation 85 of the ~~Amalgamated~~Merger, ~~Transit~~on ~~Union~~December 31, v.2009, ~~Isaac~~Ambac ~~Perlmutter~~Assurance Corporation, etas ~~al.~~insurer, OnGeneral ~~December~~Electric Capital Corporation, as administrative agent, HSBC, as collateral agent, the lenders party to the Film Credit Facility (as defined below), Marvel and several of Marvel’s wholly owned subsidiaries terminated the Credit and Security Agreement, dated as of August 1731, ~~2009~~2005 (the “Film Credit Facility”), by and among MVL Film Finance LLC, as borrower, the ~~Court~~financial ~~entered~~institutions and conduit lenders identified therein, as lenders, HSBC, as the ~~order~~collateral ~~dismissing~~agent, and General Electric Capital Corporation, as administrative agent, and the ~~Port~~other ~~Authority~~transaction ~~action~~documents related to the Film Credit Facility. No amounts were outstanding under the Film Credit Facility at the effective time of the Merger. Prior to its termination, the Film Credit Facility provided up to $525 million in credit to a Marvel subsidiary for the production of theatrical motion pictures based on Marvel’s characters.

~~On December~~Item ~~16, 2009, the parties to the New York Action and the parties to the Delaware Action entered into a Memorandum of Understanding (“MOU”) providing for the settlement of the Actions~~3.01 ~~Pursuant~~Notice ~~to the terms~~ of ~~the~~Delisting ~~MOU,~~or ~~Marvel~~Failure ~~agreed~~ to ~~provide~~Satisfy ~~certain~~a ~~additional~~Continued ~~disclosures to Marvel stockholders in its definitive proxy statement/prospectus,~~Listing ~~which Disney filed with the SEC pursuant to~~ Rule ~~424~~or onStandard; ~~December 2,~~Transfer ~~2009~~of ~~(the “Proxy Statement/Prospectus”)~~Listing.

~~The~~In ~~settlement~~connection iswith ~~subject~~the toconsummation of the ~~execution~~Merger, Marvel notified the New York Stock Exchange (the “NYSE”) on December 31, 2009 that each outstanding share of ~~definitive~~common ~~documentation~~stock, ~~notice~~par tovalue ~~the~~$0.01 ~~shareholder~~per ~~class~~share, ~~and~~of ~~final~~Marvel ~~approval~~(“Common Stock”) (other than treasury stock and shares of ~~the~~Common ~~settlement~~Stock held by ~~the~~a ~~New~~subsidiary of ~~York~~Marvel) ~~Court.~~was ~~Upon~~converted ~~final~~into ~~approval,~~ the ~~Actions~~right ~~will~~to bereceive ~~dismissed~~$30.00 ~~with~~in ~~prejudice~~cash and ~~all claims~~0.7452 of ~~plaintiffs~~a ~~will~~share beof ~~released.~~Disney common stock (together, the “Merger

~~Important~~ Consideration”), ~~Merger~~and ~~Information~~requested that the NYSE file with the Securities and ~~Additional~~Exchange ~~Information:~~Commission a notification of removal from listing on Form 25 to report that shares of Common Stock are no longer listed on the NYSE.

~~This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~Item 3.03 ~~Investors~~Material ~~are~~Modification ~~urged~~ to ~~read~~Rights ~~the Proxy Statement/Prospectus regarding the proposed transaction, because it contains important information. You may obtain copies~~ of ~~all~~Security ~~documents filed with the SEC regarding this transaction, including the Proxy Statement/Prospectus, free of charge at the SEC’s website, www~~Holders.~~sec.gov,~~ or by directing a request to The Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521-9722, Attention: Shareholder Services or by directing a request to Marvel’s proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 or by calling Mackenzie Partners, Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (call collect).

~~Disney,~~The ~~Marvel,~~Merger ~~their~~Agreement ~~respective~~was ~~directors~~adopted ~~and~~by ~~certain~~Marvel’s ofstockholders ~~their~~at ~~executive officers may be considered participants in~~ the ~~solicitation~~ ofspecial ~~proxies~~meeting ~~in connection with the proposed transaction. Information about the directors and executive officers~~ of Marvel’s isstockholders ~~set~~held ~~forth~~on inDecember 31, 2009, ~~the~~and ~~Proxy Statement/Prospectus. Information about~~ the ~~directors~~Merger and ~~executive~~the ~~officers~~Upstream ofMerger ~~Disney is~~were ~~set~~consummated ~~forth in its definitive proxy statement, which was filed with the SEC~~ on ~~January 16,~~that ~~2009~~day.

~~Certain~~Under ~~statements in~~the ~~this~~terms ~~8-K~~of ~~are~~the ~~forward-looking~~Merger ~~statements~~Agreement, ~~including~~each outstanding ~~statements~~share ~~relating~~of toCommon ~~the~~Stock ~~anticipated~~(other ~~settlement~~than oftreasury ~~the~~stock ~~Actions.~~and ~~These~~shares ~~forward-looking~~of ~~statements~~Common ~~are~~Stock ~~subject~~held toby ~~certain~~a ~~risks~~subsidiary ~~and~~of ~~uncertainties,~~Marvel) ~~including~~was ~~the~~converted ~~risk~~into ~~that~~ the ~~New~~right ~~York~~to ~~Court~~receive ~~will not approve~~ the ~~settlement~~Merger Consideration.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to Marvel’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2009, and is incorporated herein by reference.

Upon the effective time of the Merger, holders of Common Stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders in Marvel (other than their right to receive the Merger Consideration).

Item 5.01 Changes in Control of Registrant.

As a result of the Merger, a change of control of Marvel occurred, and Marvel became a wholly-owned subsidiary of Disney. The disclosure under Item 3.03 is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Agreements of Certain Officers.

As a result of the Merger, all of the current directors of Marvel resigned from their directorships at Marvel, as of the effective time of the Merger. These resignations were not a result of any disagreements between Marvel and the former directors on any matter relating to Marvel’s operations, policies or practices. Upon completion of the Merger, the directors of Merger Sub became the directors of Marvel. Marvel LLC will be managed by Disney as its sole member.

Pursuant to a separation agreement (the “Separation Agreement”) entered into as of December 30, 2009, by and between Marvel and David Maisel, Mr. Maisel resigned from all offices and/or directorships he held with Marvel and its affiliates, effective immediately prior to the Merger. Pursuant to the Separation Agreement, Mr. Maisel resigned from his employment with Marvel effective as of the completion of the Merger.

Subject to the terms and conditions contained in the Separation Agreement, Mr. Maisel will receive the following separation benefits:

•

Subject to compliance with non-solicitation and confidentiality covenants, an amount equal to $2,750,000, representing two times the sum of (1) Mr. Maisel’s most recent base salary and (2) the average of the two most recent annual bonuses paid to Mr. Maisel by Marvel;

•

Bonus payments of $6,324,852 in the aggregate (a portion of which is contingent on his compliance with non-solicitation and confidentiality covenants);

•

Partial reimbursement for the cost of any COBRA health continuation coverage; and

•

Certain accorded credit as an executive producer on specified forthcoming Marvel-produced theatrical motion pictures.

The Merger entitled Mr. Maisel to receive consideration with respect to his deferred stock units and restricted stock and cash payments for his outstanding options, as disclosed in the proxy statement/prospectus filed by Disney with the SEC pursuant to Rule 424 on December 2, 2009.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

For the period of time between the effective time of the Merger and the effective time of the Upstream Merger, Marvel’s certificate of incorporation and bylaws governed Marvel, as the surviving company of the Merger. At the effective time of the Upstream Merger, the certificate of formation attached hereto as Exhibit 3.1 became the certificate of formation of Marvel LLC, as the surviving entity of the Upstream Merger, and the Amended and Restated Limited Liability Company Agreement attached hereto as Exhibit 3.2 became the operating agreement of Marvel LLC, as the surviving entity of the Upstream Merger. Each of Exhibit 3.1 and Exhibit 3.2 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description
(2.1)		Agreement and Plan of Merger, dated as of August 31, 2009, by and among The Walt Disney Company, Maverick Acquisition Sub, Inc., Maverick Merger Sub, LLC and Marvel Entertainment, Inc. (incorporated by reference to Exhibit 2.1 of Marvel Entertainment, Inc.’s Current Report on Form 8-K, filed on September 4, 2009).

(3.1)		Certificate of Formation of Marvel Entertainment, LLC

(3.2)		Amended and Restated Limited Liability Company Agreement of Marvel Entertainment, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Marvel Entertainment, Inc. By: /s/ John Turitzin Name: John Turitzin Title: Executive Vice President and General Counsel


	Marvel Entertainment, LLC (successor company to Marvel Entertainment, Inc.)

Date: January 6, 2010	By: /s/ John Turitzin
	Name:	John Turitzin
	Title:	Executive Vice President and General Counsel

~~Date:~~Exhibit ~~December 21,~~Index ~~2009~~


Exhibit Number		Description
(2.1)		Agreement and Plan of Merger, dated as of August 31, 2009, by and among The Walt Disney Company, Maverick Acquisition Sub, Inc., Maverick Merger Sub, LLC and Marvel Entertainment, Inc. (incorporated by reference to Exhibit 2.1 of Marvel Entertainment, Inc.’s Current Report on Form 8-K, filed on September 4, 2009).

(3.1)		Certificate of Formation of Marvel Entertainment, LLC

(3.2)		Amended and Restated Limited Liability Company Agreement of Marvel Entertainment, LLC

Filing Compare · Marvel Entertainment, Inc.