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): June 11, 1999
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)
Information to be included in the Report
----------------------------------------
Item 5. Other Events
- ------- ------------
In conformity with the requirements of Regulation S-X, Rule 3.05
(b), attached hereto as Exhibit 99.1 are the restated, combined
balance sheets of Mattel, Inc. and Subsidiaries ("Mattel") as of
December 31, 1998 and 1997 and the statements of operations,
cash flows and stockholders' equity for the years ended December
31, 1998, 1997 and 1996 and the related notes thereto. Such
financial statements and the related Supplementary Management's
Discussion and Analysis of Financial Condition and Results of
Operations (also filed with Exhibit 99.1) have been prepared to
reflect the retroactive effect of Mattel's merger with The
Learning Company, Inc. ("Learning Company"), consummated May 13,
1999, accounted for as a pooling of interests (the "Merger").
The Supplementary Management's Discussion and Analysis of
Financial Condition and Results of Operations included in
Exhibit 99.1 relates to Mattel's restated financial condition
and results of operations through December 31, 1998 and other
than giving retroactive effect to the Merger, does not reflect
any subsequent events.
In conformity with the requirements of Regulation S-X, Rule 3-
05(b), attached hereto as Exhibit 99.2 are the restated,
combined balance sheets of Mattel as of and for the three-month
periods ended March 31, 1999 and 1998 and December 31, 1998 and
the statements of operations, cash flows and stockholders'
equity for the three-month periods ended March 31, 1999 and 1998
and the related notes thereto. Such financial statements and the
related Supplementary Management's Discussion and Analysis of
Financial Condition and Results of Operations (also filed with
Exhibit 99.2) have been prepared to reflect the retroactive
effect of the Merger. The Supplementary Management's Discussion
and Analysis of Financial Condition and Results of Operations
included in Exhibit 99.2 relates to Mattel's restated financial
condition and results of operations through March 31, 1999 and
other than giving retroactive effect to the merger, does not
reflect any subsequent events.
Item 7. Financial Statements, Pro Forma Financial Statements
- ------- ----------------------------------------------------
and Exhibits.
------------
(a) Financial Statements of Businesses Acquired.
-------------------------------------------
None
(b) Pro Forma Financial Information.
-------------------------------
None
(c) Exhibits.
--------
23.0 Consent of PricewaterhouseCoopers LLP
23.1 Consent of Deloitte & Touche LLP
99.1 Supplementary Consolidated Financial Statements for
the years ended December 31, 1998, 1997 and 1996 and
related Supplementary Management's Discussion and
Analysis of Financial Condition and Results of
Operations of Mattel
99.2 Supplementary Consolidated Financial Statements for
the three-month periods ended March 31, 1999 and 1998
and related Supplementary Management's Discussion and
Analysis of Financial Condition and Results of
Operations of Mattel
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
Date: June 11, 1999 By: /s/ KEVIN M. FARR
------------- -------------------------
Kevin M. Farr
Senior Vice President and
Corporate Controller