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) November 17, 1996
Tyco Toys, 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)
001-09357 13-3319358
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(Commission File Number) (I.R.S. Employer Identification No.)
6000 Midatlantic Drive, Mt. Laurel, NJ 08054-1516
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 234-7400
Not Applicable
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On November 17, 1996, Tyco Toys, Inc., a Delaware corporation ("Tyco"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and
among Tyco, Mattel, Inc., a Delaware corporation ("Mattel") and Truck
Acquisition Corp. a Delaware corporation and wholly owned subsidiary of Mattel
("Sub"). On November 22, 1996, Tyco, Mattel and Sub entered into an Amendment
to Agreement and Plan of Merger (together with the Merger Agreement, the
"Amended Merger Agreement"). Pursuant to the Amended Merger Agreement, Tyco will
be merged with and into Mattel, and Sub will not be involved in the transaction.
The Merger Agreement and the Amendment to Agreement and Plan of Merger are
attached hereto as Exhibits 2.1 and 2.2, respectively.
As a result of the Merger, (i) each outstanding share of common stock,
par value $0.01 per share, of Tyco ("Tyco Common Stock") will be converted
into the right to receive $12.50 worth of common stock, par value $1.00 per
share, of Mattel ("Mattel Common Stock") (or cash in lieu of fractional shares
otherwise deliverable in respect thereof); (ii) each outstanding share of
Series C Mandatory Convertible Redeemable Preferred Stock, par value $0.10 per
share, of Tyco ("Tyco Series C Preferred Stock") will be exchanged for the
same number of shares of Series C Mandatory Convertible Redeemable Preferred
Stock of Mattel, par value $0.10 per share ("Mattel Series C Preferred
Stock"), having substantially the same rights and preferences as the Tyco
Series C Preferred Stock; and (iii) each outstanding share of Series B
Preferred Stock, par value $0.10 per share, of Tyco ("Tyco Series B Preferred
Stock"), will be exchanged for one share of Series B Preferred Stock, par
value $1.00 per share, of Mattel ("Mattel Series B Preferred Stock") with
economic terms as nearly equivalent as possible to, and with the same voting
and other rights as correspond to, Tyco Series B Preferred Stock.
The Merger is conditioned upon, among other things, approval by holders
of Tyco Common Stock, Tyco Series C Preferred Stock and Tyco Series B
Preferred Stock voting together as a class, and upon receipt of certain
governmental and regulatory approvals and certain tax documents.
The Amended Merger Agreement contains covenants regarding the
activities of the parties pending consummation of the Merger. Generally, each
of the parties must conduct its business in the ordinary course consistent
with past practice.
The forgoing is qualified in its entirety by reference to the Merger
Agreement and the Amended Merger Agreement, copies of which are filed herewith
as Exhibits 2.1 and 2.2, respectively, and are hereby incorporated by
reference to this Item 5.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of November 17, 1996
among Mattel, Inc., a Delaware corporation, Truck
Acquisition Corp., a Delaware corporation, and Tyco Toys,
Inc., a Delaware corporation.
2.2 Amendment to Agreement and Plan of Merger dated as of
November 22, 1996 among Mattel, Inc., a Delaware
corporation, Truck Acquisition Corp., a Delaware corporation,
and Tyco Toys, Inc., a Delaware corporation.
99.1 Stockholders Agreement, dated as of November 17, 1996,
among Mattel, Inc., a Delaware corporation, Corporate
Partners, L.P., a Delaware Limited Partnership, Corporate
Offshore L.P., a Bermuda Limited Partnership, The State
Board of Administration of Florida, a body corporate
organized under the constitution of the State of Florida,
and Corporate Advisors, L.P.
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.
Tyco Toys, Inc.
(Registrant)
Date: November 22, 1996 By: /s/ Harry J. Pearce
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Harry J. Pearce
Vice Chairman, Chief Financial Officer
and Director