SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X] Annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year ended
December 31, 1993.
[_] Transition report pursuant to section 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.
Commission File Number 001-10783
- - ---------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
FISHER-PRICE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
636 GIRARD AVENUE
EAST AURORA, NEW YORK 14052
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MATTEL, INC.
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CALIFORNIA 90245-5012
<PAGE>
[Coopers & Lybrand letterhead]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Plan Administrator of the
Fisher-Price Profit Sharing and Retirement Savings Plan
We have audited the accompanying statements of net assets
available for plan benefits of the Fisher-Price Profit Sharing and
Retirement Savings Plan as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are
the responsibility of the Plan administrator. Our responsibility
is to express an opinion on these 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, the financial statements referred to above present
fairly, in all material respects, the net assets available for
plan benefits of the Fisher-Price Profit Sharing and Retirement
Savings Plan as of December 31, 1993 and 1992, and the changes in
its net assets available for plan benefits for the years then
ended, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes at December 31,
1993, and reportable transactions for the year then ended are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for benefits
and the statements of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in
all material respects, in relation to the basic financial
statements taken as a whole.
/s/ Coopers & Lybrand
- - ---------------------
Rochester, New York
April 22, 1994
1
<PAGE>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
--------------------------
(In thousands of dollars)
<TABLE>
<CAPTION>
1993 1992
--------- ---------
<S> <C> <C>
Employee loans receivable $ 1,898 $ 1,545
--------- ---------
Investments held in Guaranteed Interest Rate Fund by:
Metropolitan Life Insurance Company -
9.51% interest 18,313 17,385
Fidelity Investments Managed Income Portfolio II 17,613 -
Continental Assurance Company -
9.6% interest - 17,716
Vision Group of Funds, Inc. Treasury Money
Market Fund - 824
--------- ---------
Total in guaranteed funds 35,926 35,925
Investment in Diversified Fund held in trust by
Manufacturers and Traders Trust Company, at
current value (cost of $29,082 in 1993;
$22,290 in 1992) 31,232 24,224
Investment in Quaker Stock Fund held in trust by
Manufacturers and Traders Trust Company, at
current value (cost of $573 in 1993;
$1,536 in 1992) 921 2,259
Investment in Mattel (Fisher-Price in 1992) Stock
Fund held in trust by Manufacturers and Traders
Trust Company, at current value (cost of $5,363
in 1993; $4,375 in 1992) 13,570 7,532
Investment in Fisher Price Stock Sharing Trust
held in trust by Northern Trust Company, at
current value (cost of $2,425 in 1992) - 4,887
--------- ---------
Total investments 81,649 74,827
--------- ---------
Net assets available for Plan benefits $ 83,547 $ 76,372
========= =========
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
(In thousands of dollars)
Guaranteed Quaker Fisher-Price
Diversified Interest Stock Mattel Employee Stock Sharing
Fund Rate Fund Fund Stock Fund Loans Trust Total
----------- ----------- ----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for Plan
benefits at beginning of year $ 24,224 $ 35,925 $ 2,259 $ 7,532 $ 1,545 $ 4,887 $ 76,372
----------- ----------- ----------- ----------- ----------- ------------ -----------
Additions:
Investment income:
Interest 244 2,491 - 24 - - 2,759
Dividends 571 482 52 54 - 19 1,178
Realized gain:
Proceeds 87,665 - 1,826 4,205 - - 93,696
Cost (84,644) - (1,241) (1,960) - - (87,845)
----------- ----------- ----------- ----------- ----------- ------------ -----------
Subtotal realized gain 3,021 - 585 2,245 - - 5,851
Unrealized gain (loss) on
investments 217 - (375) 3,460 - (831) 2,471
Loan principal repayments 482 365 - 164 (1,011) - -
Other - - - - - 16 16
----------- ----------- ----------- ----------- ----------- ------------ -----------
4,535 3,338 262 5,947 (1,011) (796) 12,275
----------- ----------- ----------- ----------- ----------- ------------ -----------
Deductions:
Cash payment from the Trust to
participants resulting from:
Hardship withdrawals 25 25 - 33 - - 83
Termination of employment 687 463 244 312 - - 1,706
Retirement 637 2,400 58 113 - - 3,208
Loan withdrawals 453 486 31 394 (1,364) - -
Distribution of stock
certificates to participants
upon withdrawal from the
Plan - - - - - 103 103
------------ ----------- ----------- ----------- ---------- ------------ -----------
1,802 3,374 333 852 (1,364) 103 5,100
------------ ----------- ----------- ----------- ---------- ------------ -----------
Transfers between funds 4,275 37 (1,267) 943 - (3,988) -
------------ ----------- ----------- ----------- ---------- ------------ -----------
Net assets available for Plan
benefits at end of year $ 31,232 $ 35,926 $ 921 $ 13,570 $ 1,898 $ - $ 83,547
============ =========== =========== =========== ========== ============ ===========
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
(In thousands of dollars)
Guaranteed Quaker Fisher-Price
Diversified Interest Stock Fisher-Price Employee Stock Sharing
Fund Rate Fund Fund Stock Fund Loans Trust Total
----------- ----------- ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for Plan
benefits at beginning of year $ 25,268 $ 34,510 $ 3,050 $ 3,923 $ 1,390 $ 3,581 $ 71,722
----------- ----------- ----------- ------------ ----------- ------------ -----------
Additions:
Investment income:
Interest 213 3,209 - 18 - - 3,440
Dividends 576 - 69 30 - 20 695
Realized gain:
Proceeds 82,684 - 538 1,900 - - 85,122
Cost (79,604) - (435) (1,880) - - (81,919)
----------- ----------- ----------- ------------ ----------- ------------ -----------
Subtotal realized gain 3,080 - 103 20 - - 3,203
Unrealized gain (loss) on
investments (2,013) - (528) 2,196 - 1,712 1,367
Loan principal repayments 427 364 - 117 (908) - -
Other - (16) 1 15 - - -
----------- ----------- ----------- ------------ ----------- ------------ -----------
2,283 3,557 (355) 2,396 (908) 1,732 8,705
----------- ----------- ----------- ------------ ----------- ------------ -----------
Deductions:
Cash payment from the Trust to
participants resulting from:
Hardship withdrawals 61 161 - 2 - - 224
Termination of employment 457 719 87 106 - - 1,369
Retirement 354 1,559 43 80 - 5 2,041
Loan withdrawals 488 497 43 35 (1,063) - -
Distribution of stock
certificates to participants
upon withdrawal from the
plan - - - - - 421 421
------------ ----------- ----------- ------------ ---------- ------------ -----------
1,360 2,936 173 223 (1,063) 426 4,055
------------ ----------- ----------- ------------ ---------- ------------ -----------
Transfers between funds (1,967) 794 (263) 1,436 - - -
------------ ----------- ----------- ------------ ---------- ------------ -----------
Net assets available for Plan
benefits at end of year $ 24,224 $ 35,925 $ 2,259 $ 7,532 $ 1,545 $ 4,887 $ 76,372
============ =========== =========== ============ ========== ============ ===========
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
4
<PAGE>
FISHER-PRICE, INC.
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
1 - DESCRIPTION OF THE PLAN
-----------------------
The following brief description of the Fisher-Price Profit
Sharing and Retirement Savings Plan (the Plan) is provided for
general information purposes only. Participants should refer
to the Plan document for more complete information.
The Plan is noncontributory and was funded entirely by Fisher-
Price, Inc ("Fisher-Price" or the "Company"). Effective
November 30, 1993, Fisher-Price, Inc. merged with Mattel, Inc.
and became a wholly-owned subsidiary of Mattel, Inc. As a
result of the merger, each Fisher-Price, Inc. common share was
exchanged for 1.275 shares of Mattel, Inc. common stock and
the Fisher-Price Stock Fund became the Mattel Stock Fund.
There was no effect on Plan provisions as a result of this
transaction.
In 1991, Fisher-Price, Inc. was spun off from The Quaker Oats
Company and the Plan was restated, with an effective date of
January 1, 1989. The restatement was necessary to reflect the
independent status of Fisher-Price and to incorporate
additional changes that were required as a result of the Tax
Reform Act of 1986 (TRA `86). The discontinuance of
contributions to the Plan and the establishment of a separate
trust, hereinafter referred to as the Fisher-Price Stock
Sharing Trust, to hold assets transferred from the Quaker
Stock Sharing Trust are among the more substantive changes
reflected in the 1989 restatement of the Plan. Effective June
30, 1993 all the Fisher-Price, Inc. common shares (assets)
held by the Trust were transferred to the Fisher-Price Stock
Fund.
Set forth below is the number of the Plan participants in 1993
who invested their contributions in each of the described
funds. At December 31, 1993, there were a total of 2,834
participating employees, some of whom have investments in more
than one fund.
Diversified Fund 1,257
Guaranteed Interest Rate Fund 1,444
Quaker Stock Fund 153
Mattel Stock Fund 2,078
Investment Programs
-------------------
a) "Diversified Fund", which shall be invested by the Trustee
primarily in common stock or other types and kinds of stock
or securities which are convertible into common stocks and
other securities or property including bonds, notes and
debentures, the income from which may be fixed or limited,
or in separate accounts under a group annuity contract.
A summary of the investments held in the Diversified Fund at
December 31, 1993 and 1992 are as follows:
1993 1992
------------ ------------
Common Stock $ 25,831,000 $ 18,162,000
Preferred Stock - 1,175,000
U.S. Government & Agency Issues - 3,426,000
Cash and Short-Term Investments 5,401,000 1,461,000
------------ ------------
$ 31,232,000 $ 24,224,000
============ ============
Included in common stock are 16,800 shares of Mattel, Inc.
common stock with a market value of approximately $464,000
at December 31, 1993.
5
<PAGE>
b) "Guaranteed Interest Rate Fund", which shall be invested by
the Trustee in investment contracts issued by insurance
companies and other financial institutions providing a
guaranteed rate of return.
c) "Quaker Stock Fund", which shall be invested by the Trustee
in the common stock of The Quaker Oats Company.
d) "Mattel Stock Fund", which shall be invested by the Trustee
in the common stock of Mattel, Inc.
Each participant's account is adjusted monthly based upon a
valuation by the Trustee of the investment funds.
Participants may receive payment of their account in the
following circumstances:
Hardship Withdrawals
--------------------
Upon application of any participant, the Company, at its
discretion, may permit the participant to withdraw all of the
value in his or her account less earnings (interest, dividends,
gains, etc.) after January 1, 1989, or a portion thereof for
the purpose of:
a) Alleviating extraordinary financial hardship arising from
the sickness or disability of the participant or his
or her spouse, children, or other dependents; or
b) Purchasing real property which is to serve as the principal
residence of the participant; or
c) Financing the cost of education beyond the secondary school
level for the participant or a family member; or
d) Avoiding eviction/foreclosure on property which is the
principal residence of the participant.
Termination of Employment
-------------------------
In the event of resignation or discharge prior to normal
retirement date, a participant has a nonforfeitable right to
the value of their account. The Plan shall determine the
form, time and manner of payment.
6
<PAGE>
Retirement
----------
Normal retirement is at age 65. Participants may remain in
the Plan beyond age 65 upon the joint consent of the Plan and
the participant. The Plan shall determine the form, time and
manner of payment of benefits, which may be either a lump sum
or in periodic payments from the trust assets.
Disability
----------
In the event of permanent disability prior to the normal
retirement date, the participant will be eligible for normal
retirement benefit payments.
Plan Termination
----------------
In the event of termination of the Plan, all participants
shall have a fully vested and nonforfeitable right to the
amount credited to their accounts at the date of such
termination.
Loans
-----
Participants of the Plan may borrow against their investment
fund account balances. In general, the maximum amount of
individual borrowings is 50% of the total value of the
account, but not more than $50,000. Loans are repaid in
installments over a period of one to four years, but not
beyond early or normal retirement. Interest paid to the Plan
on loans to participants is credited to the borrower's account
in the investment fund to which repayments are allocated. At
December 31, 1993, there were 470 participants with loans
outstanding from the loan fund.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Basis of Accounting
-------------------
The financial statements are prepared using the accrual basis
of accounting, except that security transactions are recorded
on a settlement date basis by the Trustee and earnings from
interest and dividends on certain investments are recorded
when received. The effect of these departures from the
accrual basis of accounting was not significant in 1993 or 1992.
7
<PAGE>
Investments
-----------
Investments are reflected at current market value measured by
quoted market prices in an active market or as determined in
good faith by the Trustee. Investments held by Metropolitan
Life Insurance Company, Fidelity Investment Managed Income
Portfolio II and Continental Assurance Company are recorded at
contract value. Contract value is equal to total
contributions to the fund, plus interest earned, less benefit
payments, withdrawals and fees. Net realized gain or loss on
the disposition of investments and investment income are
determined by the Trustee. The unrealized appreciation and
depreciation of investments is determined from information
provided by the Trustee. Net unrealized appreciation at the
end of 1993, 1992, and 1991 was approximately $10,705,000,
$8,276,000, and $7,142,000, respectively. In 1993 and 1992,
distributions of Fisher-Price stock certificates to
participants upon withdrawal from the Plan included
approximately $42,000 and $233,000 of unrealized appreciation,
respectively.
3 - TRUSTEE SERVICES RENDERED TO THE PLAN
-------------------------------------
Under the Trust Agreement, Manufacturers and Traders Trust
Company was appointed Trustee of the Plan assets. All
trustee fees and administrative costs are paid by the Company.
4 - FEDERAL INCOME TAXES
--------------------
The Company has received a determination letter from the
Internal Revenue Service (IRS), stating that the Plan, as
restated and amended through May 1991, constituted a qualified
plan under Section 401(a) of the Internal Revenue Code and the
trust is exempt from income taxes under Section 501(a).
As long as the Plan is qualified, a participating employee (or
their designated beneficiary of legal representative) will not
be subject to federal income taxes on dividends, interest or
profits from the sale of securities received by the Trustee
until cash benefits are distributed to the participant.
8
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Guaranteed Interest Rate Fund - Assets Held at December 31, 1993
----------------------------------------------------------------
Par Value/ Market
Shares Description Cost Value
- - ---------- -------------------------------------- ----------- -----------
<S> <C> <C> <C>
18,312,983 Metropolitan Life Insurance Company -
9.51% interest, maturity 7/1/94 $18,312,983 $18,312,983
17,613,403 Fidelity Investments Managed Income
Portfolio II 17,613,403 17,613,403
----------- -----------
Total assets held for investment -
Guaranteed Interest Rate Fund $35,926,386 $35,926,386
=========== ===========
<FN>
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the year ended December 31, 1993,
which material is incorporated therein by reference.
</FN>
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Diversified Fund - Assets Held at December 31, 1993
---------------------------------------------------
Par Value/ Market
Shares Description Cost Value
- - ---------- -------------------------------------- ----------- -----------
<S> <C> <C> <C>
Cash $ 257,815 $ 257,815
----
Short-Term Investments
----------------------
2,153,538 Vision Group of Funds, Inc.
Treasury Money Market Fund 2,153,538 2,153,538
Commercial Paper/Repo Agreements
--------------------------------
1,500,000 Amoco Corp. Discount Commercial
Paper 11/18/93, 3.21%, 01/07/94 1,493,312 1,493,312
1,500,000 Shell Oil Inc. Discount Commerical
Paper 12/29/93, 3.1%, 01/24/94 1,496,642 1,496,642
----------- -----------
Total Commerical Paper/
Repo Agreements 2,989,954 2,989,954
----------- -----------
Common Stock
------------
23,200 American Express Co. COM 615,848 716,300
6,000 American International Group Inc. COM 482,931 526,500
5,800 Atlantic Richfield Co. COM 657,104 610,450
16,600 Banc One Corp. COM 661,351 649,475
9,400 Burlington Northern Inc. COM 425,701 544,025
14,100 Caremark International Inc. COM 236,810 278,475
8,000 Caterpillar Inc. COM 648,643 712,000
13,900 Chrysler Corp. COM 542,916 740,175
21,400 Citicorp COM 573,636 789,125
2,200 Deere & Co. COM 153,875 162,800
13,300 Walt Disney Co. COM 497,798 566,912
28,600 Federated Dept. Stores Inc. New COM 589,731 593,450
19,400 GTE Corp. COM 623,578 679,000
13,800 General Motors Corp. CL H 433,684 538,200
10,700 ITT Corp. COM 798,994 976,375
9,100 Intel Corp. COM 454,419 564,200
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Diversified Fund - Assets Held at December 31, 1993
---------------------------------------------------
Par Value/ Market
Shares Description Cost Value
- - ---------- -------------------------------------- ----------- -----------
<S> <C> <C> <C>
Common Stock - (continued)
------------
16,800 Mattel, Inc. COM 423,749 464,100
15,800 McCaw Cellular Communications CL A 831,635 797,900
5,200 McDonnell Douglas Corp. COM 519,088 556,400
15,600 Nationsbank Corp. COM 705,094 764,400
19,900 Pacific Telesis Group COM 1,008,232 1,079,575
19,700 Pepsico Inc. COM 743,170 805,237
15,400 Phillip Morris Cos. Inc. COM 733,788 856,625
19,000 Primerica Corp. New COM 785,009 738,625
15,500 Sears Roebuck & Co. COM 659,260 819,562
16,400 TJX Companies COM 478,698 477,650
14,300 Tenneco Inc. COM 704,396 753,040
9,700 Texas Instruments Inc. COM 721,548 615,950
12,700 Times Warner Inc. COM 317,081 561,975
18,400 Times Mirror Co. COM 597,648 614,100
7,100 USX - U S Steel Group COM 277,392 307,075
26,500 Unocal Corp. COM 708,656 738,687
22,500 WMX Technologies Inc. COM 615,168 593,437
16,700 Wal Mart Stores Inc. COM 424,304 417,500
12,600 Warner Lambert Co. COM 840,968 850,000
14,200 Weyerhaeuser Co. COM 567,977 633,675
----------- -----------
Total Common Stock 21,059,890 23,092,975
----------- -----------
Foreign Stock
-------------
46,800 Canadian Pac Ltd. COM 741,665 760,500
14,000 News Ltd Adr New 656,556 738,500
30,400 Philips Electronics N.V. COM 617,905 627,000
21,200 Smithkline Beecham PLC ADR 604,570 611,668
----------- -----------
Total Foreign Stock 2,620,696 2,737,668
----------- -----------
Total assets held for investment -
Diversified Fund $29,081,893 $31,231,950
=========== ===========
<FN>
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the year ended December 31, 1993,
which material is incorporated therein by reference.
</FN>
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Quaker Stock Fund - Assets Held at December 31, 1993
----------------------------------------------------
Par Value/ Market
Shares Description Cost Value
- - ---------- -------------------------------------- ----------- -----------
<S> <C> <C> <C>
Cash $ 85 $ 85
----
Short-Term Investments
----------------------
765 Vision Group of Funds, Inc.
Treasury Money Market Fund 765 765
Common Stock
------------
12,965 Quaker Oats Co. COM 572,575 920,515
----------- -----------
Total assets held for investment -
Quaker Stock Fund $ 573,425 $ 921,365
=========== ===========
<FN>
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the year ended December 31, 1993,
which material is incorporated therein by reference.
</FN>
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Mattel Stock Fund - Assets Held at December 31, 1993
----------------------------------------------------
Par Value/ Market
Shares Description Cost Value
- - ---------- -------------------------------------- ----------- -----------
<S> <C> <C> <C>
Cash $ 1,490 $ 1,490
----
Short-Term Investments
----------------------
2,138 Vision Group of Funds, Inc.
Treasury Money Market Fund 2,138 2,138
Common Stock
------------
491,073 Mattel Inc. COM 5,359,019 13,565,892
----------- -----------
Total assets held for investment -
Mattel Stock Fund $ 5,362,647 $13,569,520
=========== ===========
<FN>
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the year ended December 31, 1993,
which material is incorporated therein by reference.
</FN>
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1993
Purchase Selling Cost of Net Gain
Price Price Asset or Loss
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Vision Group of Funds
Treasury Money Market
Fund $ 38,306,806 $ 38,306,806 -
Vision Group of Funds
Treasury Money Market
Fund $ 37,767,590 $ 37,767,590 -
Continental Assurance Co.
Guaranteed Investment
Contract $ 18,536,529 $ 18,536,529 -
Fidelity Investments
Managed Income
Portfolio II $ 19,137,011 $ 19,137,011 -
Fisher-Price, Inc.
Common Stock $ 2,084,521 $ 907,296 $ 1,177,225
Mattel, Inc.
Common Stock $ 2,120,479 $ 1,052,740 $ 1,067,739
<FN>
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the year ended December 31, 1993,
which material is incorporated therein by reference.
</FN>
</TABLE>
14
<PAGE>
POWER OF ATTORNEY
-----------------
We, the undersigned directors of Fisher-Price, Inc.,
the Plan Administrator for the Fisher-Price Profit Sharing and
Retirement Savings Plan, do hereby severally constitute and
appoint John L. Vogelstein, N. Ned Mansour and Robert Normile,
and each of them, our true and lawful attorneys and agents, to do
any and all acts and things in our name and behalf in our
capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or any of them, may deem
necessary or advisable to enable said Plan to comply with the
Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with this Annual Report on Form 11-K,
including specifically, but without limitation, power and
authority to sign for us or any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we
do each hereby ratify and confirm all that said attorneys and
agents or any one of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Fisher-Price Profit Sharing and
-------------------------------
Retirement Savings Plan
-----------------------
(Name of Plan)
Fisher-Price, Inc., Plan
Administrator
/s/ John W. Amerman
-------------------------------
John W. Amerman, Director
/s/ James A. Eskridge
Date: June 28, 1994 -------------------------------
------------- James A. Eskridge, Director
<PAGE>
