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): May 31, 1994
MATTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-05647 95-1567322
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 524-2000
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
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On May 31, 1994, Mattel, Inc. ("Registrant") acquired
substantially all of the assets (the "Assets") of Kransco, a
California corporation ("Seller"), pursuant to an Amended
and Restated Asset Purchase Agreement, dated as of March 26,
1994 and amended and restated as of May 15, 1994 (the "Asset
Purchase Agreement"), by and between Registrant and Seller.
The Assets consist of all of Seller's right, title and
interest in and to substantially all of the assets,
properties, business and goodwill of Seller, as well as all
of the capital stock of Kransco Limited, a U.K. corporation,
and Juegos California, S.A. de C.V., a Mexico corporation,
each a subsidiary of Seller. Notwithstanding the foregoing,
the Assets did not include, and Seller retained all right,
title and interest in and to, among other things, (i) all
cash and cash equivalents, (ii) certain unimproved real
property located in Morgan Hill, California and all of
Seller's interest in real property and improvements located
at Seller's facilities in San Gabriel, California and
Virginia Beach, Virginia; (iii) artwork at Seller's
headquarters; and (iv) all of Seller's rights of recovery in
connection with certain litigation identified in the Asset
Purchase Agreement.
Seller used the Assets in the manufacture of active
play products, plastic toys and sporting goods. Registrant
intends to continue to use the Assets, including plant and
equipment included in the Assets, substantially for the same
purpose.
There is no material relationship between Seller and
Registrant, any of its affiliates, any director or officer
of Registrant, or any associate of any director or officer.
Registrant purchased the Assets from Seller for
approximately $260,000,000 (the "Initial Purchase Price"),
subject to post-closing adjustment upon delivery of a
closing balance sheet. In addition, Registrant shall pay to
Seller up to $8,625,000 for each of calendar years 1994,
1995 and 1996 (the "Contingent Purchase Price") if the net
sales of the Power Wheels [registered trademark] line of
products equals or exceeds certain amounts for such years,
all as more fully described in the Asset Purchase Agreement.
The Initial Purchase Price was paid by Registrant out of
working capital. Registrant expects that any post-closing
adjustment to the Initial Purchase Price shall be paid from
working capital and any portion of the Contingent Purchase
Price payable by Registrant pursuant to the Asset Purchase
Agreement shall be paid from working capital.
Item 7. Financial Statements, Proforma Financial Information
and Exhibits
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(a) Financial statements of businesses acquired:
It is not practicable to file the required audited and
unaudited historical financial statements at this time.
Accordingly, pursuant to Item 7(a)(4) of Form 8-K,
Registrant will file such financial statements under
cover of Form 8-K/A as soon as practicable, but not
later than August 15, 1994.
(b) Pro forma financial information:
It is not practicable to file the required pro forma
financial information at this time. Accordingly, pursuant
to Item 7(b)(2) of Form 8-K, Registrant will file such
pro forma financial information under cover of Form 8-K/A
as soon as practicable, but not later than August 15, 1994.
(c) Exhibits:
2.1 Amended and Restated Asset Purchase Agreement, dated
as of March 26, 1994 and amended and restated as of
May 15, 1994, by and between Kransco and Mattel, Inc.
99.0 Notice of Grant of Stock Options and Grant Agreement
99.1 Grant Agreement for a Non-Qualified Stock Option
99.2 Award Cancellation Agreement
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MATTEL, INC.
Registrant
By: /s/ N. Ned Mansour
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N. Ned Mansour
Senior Vice President,
General Counsel and
Date: June 14, 1994 Secretary
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