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: March 19, 1997 MATTEL, INC. ------------ (Exact name of registrant as specified in its charter) Delaware 001-05647 95-1567322 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File No.) Identification No.) 333 Continental Boulevard, El Segundo, California 90245-5012 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 252-2000 ---------------------------- N/A - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) 1 Item 5. Other Events - ------- ------------ In connection with the Registration Statement on Form S-3 (No. 333-01307) of Mattel, Inc. (the "Company") pertaining to the issuance of up to $350,000,000 in aggregate amount of various types of the Company's securities, the Company hereby incorporates by reference the "Description of Capital Stock of Mattel" set forth on pages 55 through 66, inclusive, of the Company's Registration Statement on Form S-4 (No. 333-21785) under the Securities Act of 1933, as amended, pertaining to the Company's acquisition (the "Acquisition") of Tyco Toys, Inc. ("Tyco") and related transactions. Among other things, such description of the Company's capital stock sets forth the rights, preferences and provisions of the Company's Series B Preferred Stock and Series C Mandatorily Convertible Redeemable Preferred Stock, shares of which are proposed to be issued upon the consummation of the Acquisition in exchange for outstanding shares of Tyco preferred stock. The following table sets forth the Company's unaudited ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for the periods indicated. For the Years Ended December 31, (a) ------------------------------------------------- 1996 1995 1994 1993 1992 -------- -------- -------- --------- -------- Ratio of earnings to fixed charges (b) 6.88 7.01 6.88 4.20 4.51 Ratio of earnings to combined fixed charges and preferred stock dividends (b) 6.88 6.76 6.43 3.94 4.25 (a) The consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for 1993 and 1992 has been restated for the effects of the November 1993 merger of Fisher-Price, Inc. into a wholly-owned subsidiary of the Company, accounted for as a pooling of interests. (b) The ratio of earnings to fixed charges is computed by dividing income before taxes, extraordinary items, cumulative effect of changes in accounting principles, fixed charges, minority interest and undistributed income of less-than-majority-owned affiliates (as used in this footnote (b), "earnings") by fixed charges. Fixed charges are the sum of interest costs (whether expensed or capitalized) and the portion of aggregate rental expense (one-third) which is estimated to represent the interest factor in such rentals. The ratio of earnings to combined fixed charges and preferred stock dividends is computed by dividing earnings by the sum of fixed charges plus dividends on the Company's outstanding shares of preferred stock during the indicated period. The Company currently has no outstanding shares of preferred stock. 2 ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------- ------------------------------------------------------------------- (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit 12 Statement Re: Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends 99.1 Pages 55 to 66, inclusive, of the Company's Registration Statement on Form S-4 (No. 333-21785) filed February 14, 1997 (incorporated by reference to such registration statement) 3 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. MATTEL, INC. Registrant By: /s/ Leland P. Smith ------------------------- Leland P. Smith Assistant Secretary and Date: March 19, 1997 Assistant General Counsel -------------- 4