SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 13, 1999
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) 252-2000
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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 13, 1999, pursuant to an Agreement and Plan of Merger, dated as of
December 13, 1999 (the "Merger Agreement"), between Mattel, Inc. ("Mattel") and
The Learning Company, Inc. ("Learning Company"), Learning Company was merged
with and into Mattel, with Mattel as the surviving corporation (the "Merger").
Learning Company developed and published a broad range of high-quality branded
consumer software for personal computers that educated across every age
category, from young children to adults.
Pursuant to the Merger Agreement, each outstanding share of common stock of
Learning Company, $.01 par value per share ("Learning Company Common Stock"),
was converted into the right to receive 1.2 shares of common stock of Mattel,
$1.00 par value per share ("Mattel Common Stock"). The formula in the Merger
Agreement for determining the exchange ratio was determined through arm's length
negotiations. Based on the capitalization of Learning Company as of May 13,
1999, the former Learning Company stockholders have the right to receive
approximately 126 million shares of Mattel Common Stock. No fractional shares
are issuable in the Merger. Learning Company stockholders otherwise entitled to
receive a fraction of a share of Mattel Common Stock in the Merger instead are
entitled to receive, pursuant to the Merger Agreement, an amount of cash equal
to such fraction multiplied by $26.15, which is the average of the closing
prices of the Mattel Common Stock on the New York Stock Exchange for 10 randomly
selected trading days out of the 20 trading days ending on the fifth trading day
preceding the Merger. All options to purchase Learning Company Common Stock
outstanding immediately prior to the Merger were assumed by Mattel and converted
into options to purchase Mattel Common Stock pursuant to the Merger Agreement.
Additionally, pursuant to the Merger Agreement, each outstanding exchangeable
non-voting share of Learning Company's Canadian subsidiary, Softkey Software
Products Inc., remains outstanding, but under the terms of the exchangeable
shares, becomes exchangeable into 1.2 shares of Mattel Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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The financial statements of Learning Company set forth on pages 34 through
60 of Learning Company's Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 10-K
for the fiscal year ended January 2, 1999 filed with the Securities and Exchange
Commission on April 2, 1999 are filed as Exhibit 99.1 hereto pursuant to Rule
12b-23(a)(3) of the Exchange Act. The financial statements of Learning Company
for the three-month period ended April 3, 1999 are filed as Exhibit 99.4 hereto.
(b) Pro Forma Financial Information.
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The Unaudited Pro Forma Condensed Combined Financial Statements of Mattel
and Learning Company for the years ended December 31, 1996, 1997 and 1998 are
filed as Exhibit 99.2 hereto. The unaudited Pro Forma Condensed Combined
Financial Statements of Mattel and Learning Company as of and for the three-
month periods ended March 31, 1998 and 1999 are filed as Exhibit 99.5 hereto.
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated as of December 13, 1998, between
Mattel and Learning Company (incorporated by reference to Exhibit 2.1
of Mattel's Current Report on Form 8-K filed December 15, 1998)
23.1** Consent of PricewaterhouseCoopers LLP
99.1** Financial Statements of Learning Company
99.2** Unaudited Pro Forma Condensed Combined Financial Statements of
Mattel and Learning Company
99.3** Press Release dated May 13, 1999
99.4* Financial Statements of Learning Company for Three-month Period
Ended April 3, 1999
99.5* Unaudited Pro Forma Condensed Combined Financial Statements of
Mattel and Learning Company as of and for the Three-month Periods
Ended March 31, 1998 and 1999
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* Filed herewith.
** Previously filed.
SIGNATURES
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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/ Robert Normile
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Robert Normile
Date: June 9, 1999 Senior Vice President, General Counsel and
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