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SECURITIES and EXCHANGE COMMISSION Washington, D.C. 20549 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: July 30, 1997 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)(2), attached hereto are the restated, combined balance sheets of Mattel, Inc. and Subsidiaries as of December 31, 1996 and 1995 and the statements of income, cash flows and shareholders' equity for the years ended December 31, 1996, 1995 and 1994 and the related notes thereto. Such financial statements reflect the March 27, 1997 merger of Tyco Toys, Inc. with and into Mattel, Inc., accounted for as a pooling of interests. REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Board of Directors and Shareholders of Mattel, Inc. In our opinion, based on our audits and the report of other auditors, the accompanying consolidated balance sheets and the related consolidated statements of income, of shareholders' equity and of cash flows present fairly, in all material respects, the financial position of Mattel, Inc. and its subsidiaries at December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Tyco Toys, Inc. and its subsidiaries, which statements reflect total assets of $646,339,000 and $615,132,000 at December 31, 1996 and 1995, respectively, and net sales of $720,954,000, $709,109,000 and $753,098,000 for each of the three years in the period ended December 31, 1996. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for Tyco Toys, Inc. and its subsidiaries, is based solely on the report of the other auditors. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for the opinion expressed above. /s/ PRICE WATERHOUSE LLP - ------------------------ Los Angeles, California February 5, 1997 (July 18, 1997 with respect to the merger with Tyco Toys, Inc. and other subsequent events described in Note 11) INDEPENDENT AUDITORS' REPORT ---------------------------- To the Board of Directors and Stockholders Tyco Toys, Inc. Mount Laurel, New Jersey We have audited the accompanying consolidated balance sheets of Tyco Toys, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1996, not separately presented herein. These financial statements, which were included in Mattel, Inc.'s Form 8-K filed on April 17, 1997, are the responsibility of the Company's management. Our responsibility is to express an opinion on those financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Tyco Toys, Inc. and subsidiaries as of December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. /s/ DELOITTE & TOUCHE LLP - ------------------------- Philadelphia, Pennsylvania February 4, 1997 except for note 15, as to which the date is March 27, 1997 CONSOLIDATED BALANCE SHEETS --------------------------- Mattel, Inc. and Subsidiaries December 31, December 31, (In thousands) 1996 1995 - ----------------------------------------------------------------------------- ASSETS Current Assets Cash $ 550,271 $ 493,686 Marketable securities - 17,375 Accounts receivable, less allowances of $21.0 million at December 31, 1996 and $16.8 million at December 31, 1995 948,940 886,344 Inventories 444,178 407,551 Prepaid expenses and other current assets 195,673 209,984 ---------- ---------- Total current assets 2,139,062 2,014,940 ---------- ---------- Property, Plant and Equipment Land 30,864 25,724 Buildings 216,523 196,919 Machinery and equipment 438,969 383,169 Capitalized leases 26,512 26,872 Leasehold improvements 69,732 61,001 ---------- ---------- 782,600 693,685 Less: accumulated depreciation 323,096 292,738 ---------- ---------- 459,504 400,947 Tools, dies and molds, net 156,777 131,388 ---------- ---------- Property, plant and equipment, net 616,281 532,335 ---------- ---------- Other Noncurrent Assets Intangible assets, net 611,410 634,451 Sundry assets 214,389 159,644 ---------- ---------- $3,581,142 $3,341,370 ========== ========== The accompanying notes are an integral part of these statements. Consolidated results for all periods have been restated retroactively for the effects of the March 1997 merger with Tyco Toys, Inc. ("Tyco"), accounted for as a pooling of interests. See Note 11. December 31, December 31, (In thousands, except share data) 1996 1995 - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term borrowings $ 28,924 $ 76,443 Current portion of long-term liabilities 106,596 33,694 Accounts payable 312,378 295,958 Accrued liabilities 510,691 504,175 Income taxes payable 183,288 157,681 ---------- ---------- Total current liabilities 1,141,877 1,067,951 ---------- ---------- Long-Term Liabilities 6-7/8% Senior Notes - 99,752 6-3/4% Senior Notes 100,000 100,000 10-1/8% Senior Subordinated Notes 126,500 126,500 Medium-Term Notes 220,000 220,000 Mortgage notes 47,600 48,250 Other 139,242 127,237 ---------- ---------- Total long-term liabilities 633,342 721,739 ---------- ---------- Shareholders' Equity Preferred stock, Series B $1.00 par value, $1,050.00 liquidation preference per share, 53.6 thousand shares authorized, issued and outstanding 54 52 Preferred stock, Series C $1.00 par value, $125.00 liquidation preference per share, 772.8 thousand shares authorized, issued and outstanding 773 - Common stock $1.00 par value, 600.0 million and 300.0 million shares authorized in 1996 and 1995, respectively; 296.1 million shares issued (a) 296,091 296,080 Additional paid-in capital 518,296 432,150 Treasury stock at cost; 8.1 million and 3.6 million shares in 1996 and 1995, respectively (a) (215,999) (75,574) Retained earnings (b) 1,293,653 994,645 Currency translation and other adjustments (b) (86,945) (95,673) ---------- ---------- Total shareholders' equity 1,805,923 1,551,680 ---------- ---------- $3,581,142 $3,341,370 ========== ========== Commitments and Contingencies (See accompanying notes.) (a) Share data for 1995 has been restated for the effects of the five-for-four stock split distributed in March 1996. (b) Since December 26, 1987 (Note 1). CONSOLIDATED STATEMENTS OF INCOME --------------------------------- Mattel, Inc. and Subsidiaries For the Year ---------------------------------- (In thousands, except per share amounts) 1996 1995 1994 - --------------------------------------------------------------------------------- Net Sales $4,535,332 $4,369,816 $3,971,226 Cost of sales 2,315,574 2,302,076 2,090,166 ---------- ---------- ---------- Gross Profit 2,219,758 2,067,740 1,881,060 Advertising and promotion expenses 778,919 731,746 662,450 Other selling and administrative expenses 772,335 721,362 658,416
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