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 six months ended
June 30, 1994.
[_] 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
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[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 June 30, 1994 and December 31,
1993, and the related statement of changes in net assets available
for plan benefits for the six month period ended June 30, 1994.
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 June 30, 1994 and December 31, 1993, and the
changes in its net assets available for plan benefits for the six
month period ended June 30, 1994, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the financial statements, effective June
30, 1994, the Plan was merged and all assets were transferred to
the Fisher-Price, Inc. Matching Savings Plan.
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 June 30, 1994,
and reportable transactions for the six month period 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 statement 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 L.L.P.
- ----------------------------
Rochester, New York
December 6, 1994
1
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FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JUNE 30, 1994 AND DECEMBER 31, 1993
-----------------------------------
(In thousands of dollars)
<TABLE>
<CAPTION> June 30, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Employee loans receivable $ - $ 1,898
------------ ------------
Investments held in Guaranteed Interest Rate Fund by:
Metropolitan Life Insurance Company -
9.51% interest - 18,313
Fidelity Investments Managed Income Portfolio II - 17,613
------------ ------------
Total in guaranteed funds - 35,926
Investment in Diversified Fund held in trust by
Manufacturers and Traders Trust Company, at
current value (cost of $29,082 in 1993) - 31,232
Investment in Quaker Stock Fund held in trust by
Manufacturers and Traders Trust Company, at
current value (cost of $573 in 1993) - 921
Investment in Mattel Stock Fund held in trust by
Manufacturers and Traders Trust Company, at
current value (cost of $5,363 in 1993) - 13,570
------------ ------------
Total investments - 81,649
------------ ------------
Net assets available for Plan benefits $ - $ 83,547
============ ============
<FN>
The accompanying notes are an integral part of the financial statements.
2
</TABLE>
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<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1994
--------------------------------------------
(In thousands of dollars)
Guaranteed Quaker
Diversified Interest Stock Mattel Employee
Fund Rate Fund Fund Stock Fund Loans Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for Plan
benefits at beginning of period $ 31,232 $ 35,926 $ 921 $ 13,570 $ 1,898 $ 83,547
----------- ----------- ----------- ----------- ----------- -----------
Additions:
Investment income:
Interest 125 869 10 48 - 1,052
Dividends 266 444 6 34 - 750
Realized gain:
Proceeds 37,286 1,904 847 1,932 - 41,969
Costs (36,437) (1,904) (565) (1,110) - (40,016)
----------- ----------- ----------- ----------- ----------- -----------
Subtotal realized gain 849 - 282 822 - 1,953
Unrealized gain (loss) on
investments (1,720) - (348) 1,181 - (887)
Loan principal repayments 253 201 - 87 (541) -
----------- ----------- ----------- ----------- ----------- -----------
(227) 1,514 (50) 2,172 (541) 2,868
----------- ----------- ----------- ----------- ----------- -----------
Deductions:
Cash payment from the Trust to
participants resulting from:
Hardship withdrawals 10 33 - 14 - 57
Termination of employment 217 214 11 116 - 558
Retirement 595 1,085 2 118 - 1,800
Loan withdrawals 185 175 4 233 (597) -
------------ ----------- ----------- ----------- ---------- -----------
1,007 1,507 17 481 (597) 2,415
------------ ----------- ----------- ----------- ---------- -----------
Transfers between funds 1,571 (173) (854) (544) - -
------------ ----------- ----------- ----------- ---------- -----------
Transferred assets (31,569) (35,760) - (14,717) (1,954) (84,000)
------------ ----------- ----------- ----------- ---------- -----------
Net assets available for Plan
benefits at end of period $ - $ - $ - $ - $ - $ -
============ =========== =========== =========== ========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
3
<PAGE>
FISHER-PRICE, INC.
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994
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.
On June 30, 1994, the Plan was merged and all assets were
transferred into the Fisher-Price, Inc. Matching Savings Plan.
As a result of the merger, the Plan will no longer be required
to file Form 5500 or an annual report on Form 11-K or any
reports under the Securities Act of 1934, subsequent to this
filing.
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
June 30, 1994 and December 31, 1993 are as follows:
June 30, December 31,
1994 1993
------------ ------------
Common Stock $ - $ 25,831,000
Cash and Short-Term Investments - 5,401,000
------------ ------------
$ - $ 31,232,000
============ ============
Included in common stock at December 31, 1993 are 16,800
shares of Mattel, Inc. common stock with a market value of
approximately $464,000.
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.
4
<PAGE>
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 the 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 his or her account. The Plan shall determine the
form, time and manner of payment.
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.
5
<PAGE>
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.
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.
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 and Fidelity Investment Managed Income
Portfolio II 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
December 31, 1993 was approximately $10,705,000.
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 Plan 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 or 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.
6
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1994
Par Value/ Market
Shares Description Cost Value
- ---------- -------------------------------------- ----------- -----------
<S> <C> <C> <C>
There were no assets held for investment purposes at June 30, 1994.
<FN>
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the six month period ended June 30,
1994, which material is incorporated therein by reference.
</TABLE>
7
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<TABLE>
<CAPTION>
FISHER-PRICE
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
JUNE 30, 1994
Purchase Selling Cost of Net Gain
Price Price Asset or Loss
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Vision Group of Funds
Treasury Money Market
Fund $ 17,399,794 $ 17,399,794 $ -
Vision Group of Funds
Treasury Money Market
Fund $ 13,631,520 13,631,520 -
<FN>
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the six month period ended June 30,
1994, which material is incorporated therein by reference.
</TABLE>
8
<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, Robert Normile and
Leland P. Smith, 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: December 21, 1994 -------------------------------
----------------- James A. Eskridge, Director
<PAGE>
