SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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November 16, 1998
Date of Report (Date of earliest event reported)
MATTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-05647 95-1567322
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
333 Continental Boulevard, El Segundo, California 90245-5012
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(Address of principal executive offices) (zip code)
(310) 252-2000
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Registrant's telephone number, including area code
Items 1-4. Not Applicable.
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Item 5. Other Events.
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Mattel, Inc. ("Mattel") hereby amends the description of its common stock
contained in a Form 8-A declared effective on August 2, 1963. The amended
description is as follows:
Mattel's authorized capital stock as of the date hereof consists of
1,000,000,000 shares of common stock, $1.00 par value per share (the
"Common Stock"), 3,000,000 shares of preferred stock, $1.00 par value per
share (the "Preferred Stock"), and 20,000,000 shares of preference stock,
$.01 par value per share (the "Preference Stock"). Mattel does not
presently have outstanding, and Mattel's Certificate of Incorporation does
not authorize, any other classes of capital stock. Holders of shares of
Common Stock have no preemptive, redemption or conversion rights. The
holders of Common Stock are entitled to receive dividends when and as
declared by the Mattel Board of Directors out of funds legally available
therefor. Upon liquidation, dissolution or winding up of Mattel, the
holders of Common Stock may share ratably in the net assets of Mattel after
preferential payments to holders of Preferred Stock or Preference
Stock, if any. Each holder of Common Stock is entitled to one vote per
share of Common Stock held of record by such holder and may cumulate its
votes in the election of directors.
As of November 6, 1998, there were 287,634,595 shares of Common Stock
issued and outstanding. Each outstanding share of Common Stock is
accompanied by a right to purchase one one-hundredth (128/37,500ths as
adjusted to reflect a series of stock splits) of a share of Mattel Series E
Junior Participating Preference Stock, $.01 par value per share.
Items 6-8. Not Applicable.
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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.
Dated: November 16, 1998
MATTEL, INC.
Registrant
By: /s/ Lee B. Essner
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Name: Lee B. Essner
Title: Assistant General Counsel
and Assistant Secretary
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