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