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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): December 13, 1998
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THE LEARNING COMPANY, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12375 94-2562108
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(Commission File Number) (IRS Employer Identification No.)
One Athenaeum Street, Cambridge, Massachusetts 02142
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(Address of Principal Executive Offices) (Zip Code)
(617) 494-1200
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 14, 1998, The Learning Company, Inc., a Delaware corporation
(the "Registrant"), and Mattel, Inc., a Delaware corporation ("Mattel"),
announced that they have signed a definitive agreement ("the Agreement") for the
merger of their two companies (the "Merger"). Under the terms of the Agreement,
at the effective time of the Merger, the stockholders of the Registrant will
receive a number of shares of Mattel Common Stock equal to the number determined
by dividing $33.00 by the Average Acquiror Price (as defined below); provided,
however that (i) if the number determined by dividing $33.00 by the Average
Acquiror Price is less than or equal to 1.0, the Exchange Ratio shall be 1.0,
and (ii) if the number determined by dividing $33.00 by the Average Acquiror
Price is 1.2 or higher the Exchange Ratio shall be 1.2. Average Acquiror Price
means the average of the closing prices of Mattel Common Stock on the New York
Stock Exchange ("NYSE") as reported on the NYSE Composite Transaction Tape for
the ten trading days selected by lot out of the twenty trading days ending on
and including the fifth trading day preceding the effective time of the Merger
(the "Random Trading Days"). The Random Trading Days will be selected by lot by
designated representatives of Mattel and the Registrant at 5:00 p.m. New York
City time on the second trading day preceding the effective time of the Merger.
The Merger Agreement provides that upon consummation of the Merger, the
Registrant will be merged with and into Mattel. Consummation of the Merger is
subject to various conditions set forth in the Merger Agreement. In connection
with the Merger Agreement, the Registrant and Mattel entered into an Option
Agreement, dated as of December 13, 1998 (the "Option Agreement"), pursuant to
which the Registrant granted to Mattel the right to purchase up to 18% of the
Registrant's outstanding Common Stock. The option granted pursuant to the Option
Agreement is exercisable upon the occurrence of certain events, none of which
has occurred at the time of this filing. Also, in connection with the Merger
Agreement, certain stockholders of the Registrant entered into stockholder
support agreements (the "Stockholder Support Agreements") with Mattel, pursuant
to which such stockholders agreed to vote their shares in favor of the approval
and adoption of the Merger Agreement.
The foregoing description of the Merger, the Merger Agreement, the Option
Agreement and the Stockholder Support Agreements is qualified in its entirety by
reference to the Merger Agreement and the Option Agreement, copies of which are
filed herein as Exhibits, and the Stockholder Support Agreements, copies of
which are filed herein as exhibits to the Merger Agreement. All of these
documents are incorporated herein by this reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) See Exhibit Index attached hereto.
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SIGNATURE
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.
Date: December 15, 1998 THE LEARNING COMPANY, INC.
(Registrant)
By: /s/ Neal S. Winneg
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Neal S. Winneg
Sr. Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Agreement and Plan of Merger dated as of December 13, 1998
between the Registrant and Mattel.
10.2 Stock Option Agreement dated as of December 13, 1998 between
Mattel and the Registrant.