As filed with the Securities and Exchange Commission on June 30, 1994.
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MATTEL, INC.
------------
(Exact name of registrant as specified in its charter)
Delaware 95-1567322
------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
----------------------------------------
(Full title of the plan)
N. Ned Mansour, Esq.
MATTEL, INC.
333 Continental Boulevard
El Segundo, California 90245-5012
---------------------------------------
(Name and address of agent for service)
(310) 524-3607
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
_______________
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share price fee
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 Par Value) 1,000,000 (1) $25.4375 (2) $25,437,500 (2) $8,771.55
-----------------------------------------------------------------------------
<FN>
(1) This figure represents the aggregate number of shares of
Common Stock, as presently constituted, of Mattel, Inc.
being registered hereby for sale pursuant to the Fisher-
Price, Inc. Matching Savings Plan. There are also
registered an undetermined number of additional shares of
Common Stock that may be sold in accordance with the
provisions of the Plan in the event of any change in the
outstanding shares of Common Stock of the Company,
including a stock dividend or stock split.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 under the Act and
based on the average of the high and low prices at which
shares of Common Stock of the Company were sold on June 27,
1994 (NYSE--Composite Transactions).
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
-----------------------------------------------------------------------------
2
<PAGE>
PART II
-------
Item 3. Incorporation of Documents by Reference
-------------------------------------------------
The following documents, which have been filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference into
the Registration Statement: Mattel's Annual Report on Form 10-K
for the year ended December 31, 1993 (the "Mattel Annual
Report"), its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, its Current Reports on Form 8-K dated February 1,
1994, February 8, 1994, February 9, 1994, March 23, 1994, March
28, 1994, April 14, 1994 and April 20, 1994, its Current Report
on Form 8-K dated May 31, 1994 and the First Amendment thereto on
Form 8-K/A dated June 30, 1994, its Notice of Annual Meeting of
Stockholders and Proxy Statement, dated March 28, 1994 (the
"Proxy Statement"), the information under the heading
"Description of Common Stock" in its registration statement on
Form S-3 (No. 33-40434) and the Plan's Annual Report on Form 11-K
for the year ended December 31, 1993.
All documents filed by Mattel or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the Plan or the filing of a post-effective amendment which
indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into the Registration
Statement and to be a part thereof from the respective dates of
filing of such documents.
Item 4. Description of Securities
-----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
------------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
--------------------------------------------------
Mattel, Inc. (The "Company" or the "Registrant"), has
adopted provisions in its Restated Certificate of Incorporation
(the "Certificate"), which require the Company to indemnify any
and all persons whom it has the power to indemnify pursuant to
the Delaware General Corporation Law (the "DGCL") against any and
all expenses, judgments, fines, amounts paid in settlement, and
any other liabilities to the fullest extend permitted by the
DGCL.
The Certificate also empowers the Registrant by action of
its Board of Directors to purchase and maintain insurance, at its
expense, to protect itself and such persons against any such
expense, judgment, fine, amount paid in settlement or other
3
<PAGE>
liability, whether or not the Registrant would have the power to
indemnify any such individual under the DGCL.
In addition, the Registrant's By-laws require that each
person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative by
reason of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director, officer
employee or agent of the Registrant or is or was serving at the
request of a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent, or in any
other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Registrant
to the fullest extent authorized by the DGCL, as the same exists
or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than said
law permitted the Registrant to provide prior to such amendment)
against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that except for claims by such persons for-non-
payment of entitled indemnification claims against the
Registrant, the Registrant shall indemnify such person seeking
indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by the Registrant's
Board of Directors. The By-laws specify that the right to
indemnification so provided is a contract right, sets forth
certain procedural and evidentiary standards applicable to the
enforcement of a claim under the By-laws, entitle the persons to
be indemnified to be reimbursed for the expenses of prosecuting
any such claim against the Registrant and entitle them to have
all expenses incurred in advance of the final disposition of a
proceeding paid by the Registrant. Such provisions, however, are
intended to be in furtherance and not in limitation of the
general right to indemnification provided in the By-laws.
The Company has entered into indemnity agreements (the
"Indemnity Agreements") with each director of the Company,
including directors who are also officers and employees of the
Company, and certain senior officers of the Company. The
Indemnity Agreements provide that the Company will pay any costs
which an indemnitee actually and reasonably incurs because of
claims made against him or her by reason of the fact that he or
she is or was a director or officer of the Company. The payments
to be made under the Indemnity Agreements include, but are not
limited to, expenses of investigation, judicial or administrative
proceedings
4
<PAGE>
or appeals, damages, judgments, fines, amounts paid
in settlement, and attorneys' fees and disbursements, except the
Company is not obligated to make any payment under the Indemnity
Agreements which the Company is prohibited by law from paying as
indemnity, or where (a) indemnification is provided to an
indemnitee under an insurance policy, except for amounts in
excess of insurance coverage, (b) the claim is one for which an
indemnitee is otherwise indemnified by the Company, (c) final
determination is rendered in a claim based upon the indemnitee
obtaining a personal profit or advantage to which he or she is
not legally entitled, (d) final determination is rendered on a
claim for an accounting of profits made in connection with a
violation of Section 16(b) of the Securities Exchange Act of
1934, or similar state or common law provisions, (e) the
indemnitee was adjudged to be deliberately dishonest, or (f)
(with respect to a director) liability arises out of a breach of
certain of his or her fiduciary duties.
The directors and officers of the Company and its
subsidiaries are insured under certain insurance policies against
claims made during the period of the policies against liabilities
arising out of claims for certain acts in their capacities as
directors and officers of the Company and its subsidiaries.
Item 7. Exemption from Registration Claimed
---------------------------------------------
Not Applicable.
Item 8. Exhibits
------------------
Exhibit No. Description
----------- -----------
4.1 Fisher-Price, Inc. Matching Savings Plan
(the "Plan") (Incorporated by reference
to Exhibit No. 4 of the Fisher-Price,
Inc. Registration Statement on Form S-8
filed on December 26, 1991, Registration
No. 33-44799)
4.2 First Amendment, dated February 26,
1993, to the Plan
4.3 Second Amendment, dated as of November
30, 1993, to the Plan
23.1 Consent of Price Waterhouse
23.2 Consent of Coopers & Lybrand
23.3 Consent of Arthur Andersen & Company
24.1 Power of Attorney relating to the Company
(set forth on pages 8-9)
24.2 Power of Attorney relating to the Plan
(set forth on page 10)
5
<PAGE>
Fisher-Price, Inc. has submitted the Fisher-Price, Inc.
Matching Savings Plan to the Internal Revenue Service ("IRS") and
hereby undertakes to submit any amendment to the Plan to the IRS
in a timely manner and to make all changes required by the IRS in
order to qualify the Plan.
Item 9. Undertakings.
-----------------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling
6
<PAGE>
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
7
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1993,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of El Segundo, State of
California, on June 30, 1994.
MATTEL, INC.
By: /s/ Robert Normile
-----------------------------
Name: Robert Normile
Title: Vice President, Assistant
General Counsel and Assistant
Secretary
POWER OF ATTORNEY
-----------------
We, the undersigned directors and officers of Mattel, Inc.,
do hereby severally constitute and appoint John W. Amerman, N.
Ned Mansour, Michael G. McCafferty, Robert Normile and John L.
Vogelstein, 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 Company to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on
Form S-8, 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 (including
post-effective 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 Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John W. Amerman Chairman of the Board June 30, 1994
------------------- and Chief Executive Officer
JOHN W. AMERMAN
8
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Michael G. McCafferty Executive Vice-President June 30, 1994
------------------------- and Chief Financial Officer
MICHAEL G. McCAFFERTY
/s/ Gary P. Rolfes Senior Vice-President June 30, 1994
------------------ and Controller
GARY P. ROLFES
/s/ Jill E. Barad Director, President and June 30, 1994
----------------- Chief Operating Officer
JILL E. BARAD
/s/ Harold Brown Director June 22, 1994
----------------
HAROLD BROWN
/s/ James A. Eskridge Director and President, June 30, 1994
--------------------- Fisher-Price, Inc.
JAMES A. ESKRIDGE
Director
---------------------
TULLY M. FRIEDMAN
/s/ Ronald M. Loeb Director June 30, 1994
------------------
RONALD M. LOEB
/s/ Edward H. Malone Director June 30, 1994
--------------------
EDWARD H. MALONE
/s/ Edward N. Ney Director June 22, 1994
-----------------
EDWARD N. NEY
/s/ William D. Rollnick Director June 30, 1994
-----------------------
WILLIAM D. ROLLNICK
/s/ John L. Vogelstein Director June 30, 1994
----------------------
JOHN L. VOGELSTEIN
/s/ Lindsey F. Williams Director and President, June 30, 1994
----------------------- Mattel International
LINDSEY F. WILLIAMS
9
<PAGE>
POWER OF ATTORNEY
-----------------
We, the undersigned directors of Fisher-Price, Inc.,
the Plan Administrator for the Fisher-Price, Inc. Matching
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 Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this
Registration Statement on Form S-8, 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 (including post-effective 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 Act of
1933, 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, Inc. Matching 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
10
<PAGE>
EXHIBIT 4.2
FIRST AMENDMENT
TO THE
FISHER-PRICE, INC.
MATCHING SAVINGS PLAN
WHEREAS, pursuant to Section 10.01 of the Fisher-Price,
Inc. Matching Savings Plan ("the Plan"), the Company reserved the
right to amend the Plan by a written instrument executed by it
and delivered to the Trustees;
NOW THEREFORE, the Plan is hereby amended in the
following respects:
1. Section 3.03 is deleted in its entirety and the
following is substituted therefor:
Section 3.03. Discretionary Matching
Contribution. For each Plan Year, the Company shall
contribute to the Plan on behalf of each Qualified
Participant (as defined in Section 3.08(e)) an amount
determined in the sole discretion of the Company (the
"Discretionary Matching Contribution"). The amount of
the Discretionary Matching Contribution on behalf of
any Qualified Participant shall not exceed 3% of his or
her Compensation for such Plan Year.
2. Section 3.08(d) is deleted in its entirety and the
following is substituted therefor:
(d) Allocation of Discretionary Matching
Contributions. Upon the payment of the Discretionary
Matching Contribution by the Company to the Trustees,
the Plan Administrator shall allocate the Discretionary
Matching Contribution for such Plan Year, if any, to
the Company Contribution Account of each Qualified
Participant in the same proportion that the Salary
Reduction Contributions of such Qualified Participant
for the Plan Year bears to the total Salary Reduction
Contributions of all Qualified Participants for such
Plan Year. Notwithstanding the foregoing, the
allocation under this Subsection (d) with respect to
<PAGE>
-2-
any Qualified Participant shall not exceed 3% of his or
her Compensation for such Plan Year. The allocation
determined under this Subsection (d) shall be adjusted
by an amount determined pursuant to Section 3.10, if
any.
3. Section 3.08 is hereby amended by adding a new
Subsection (e) at the end thereof to read in its entirety as
follows:
(e) Qualified Participant. The term "Qualified
Participant" for any Plan Year means a Participant who (1)
is employed by the Company on the last day of the Plan Year
and (2) is not a corporate vice-president or executive
officer.
4. Section 3.09 is deleted in its entirety and the
following is substituted therefor:
Section 3.09. Compensation. Unless otherwise
provided, the term "Compensation" for any Plan Year
means the total amount paid or made available by the
Company to a Participant during such Plan Year
constituting wages as generally defined in Section
3401(a) of the Code determined without regard to any
rules that limit the amount included in wages based on
the nature or location of the employment or the
services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code).
Compensation shall not include amounts
representing cash or merchandise prizes awarded for
suggestions or ideas, commissions, special allowances,
expense reimbursements, severance pay, pay for inactive
status pending retirement, any profits under stock
option plans, any payments out of the short term or
long term disability plans or sickness and accident
plans, or any compensation the receipt of which is
deferred pursuant to a plan or contract.
Notwithstanding the foregoing, "Compensation"
shall include any amount which is contributed by the
Company pursuant to a salary reduction agreement and
which is not includible in the gross income of the
Participant under Sections 125, 402(a)(8), 402(h) or
403(b) of the Code.
<PAGE>
-3-
Any questions as to whether any other amounts paid
to a Participant constitutes Compensation shall be
determined by the Company.
The Compensation of each Participant taken into
account under the Plan for any Plan Year shall not
exceed $200,000. Such $200,000 limitation shall be
adjusted at the same time and in the same manner as
permitted under Section 415(d) of the Code. If the
Compensation of a Participant is determined on a period
of time fewer than 12-months, then the $200,000
limitation shall be prorated for the number of full
calendar months in such period. In determining the
Compensation of a Qualified Participant for purposes of
this $200,000 limitation, the rules of Section
414(q)(6) of the Code shall apply, except, in applying
such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of
the Participant who have not attained age 19 before the
close of the Plan Year. If, as a result of the
application of such rules, the adjusted $200,000
limitation is exceeded, then (except for purposes of
determining the portion of Compensation up to the
Taxable Wage Base), the limitation shall be prorated
among the affected individuals in proportion to each
individual's Compensation as determined under this
Section 3.06 prior to the application of this
limitation.
Notwithstanding any provision in this Section to
the contrary, Compensation of a Participant for a Plan
Year shall be limited to his or her Compensation earned
while a Participant.
5. Section 3.11 is deleted in its entirety and the
following is substituted therefor:
Section 3.11. ADP Test.
(a) In General. Annual allocations derived from
Salary Reduction Contributions to the Participants'
Savings Accounts must satisfy one of the following tests:
(1) The 125% Test. The Average ADP for
Participants who are Highly Compensated Employees shall
not exceed the Average ADP for Participants who are
Nonhighly Compensated Employees multiplied by 1.25; or
<PAGE>
-4-
(2) The Alternative Limitation Test. The
Average ADP for Participants who are Highly Compensated
Employees shall not exceed the lesser of (i) the
Average ADP for Participants who are Nonhighly
Compensated Employees multiplied by 2 and (ii) the
Average ADP for Participants who are Nonhighly
Compensated Employees plus 2 percentage points or such
lesser amount determined pursuant to the provisions of
Section 3.13(c)(1) to prevent the multiple use of the
alternative limitation under this subsection and
Section 3.13(a)(2).
The Plan Administrator may calculate the ADPs of
Participants and, thus, determine whether the Plan
satisfies the ADP Test under this Section by treating
all or part of the Qualified Matching Contributions
made with respect to any or all of the Participants as
Salary Reduction Contributions. The Plan Administrator
may not treat Qualified Matching Contributions as
Salary Reduction Contributions unless the Qualified
Matching Contributions satisfy the conditions set forth
in Section 1.401(k)-1(b)(5) of the Treasury
Regulations.
The Plan Administrator shall maintain records that
demonstrate satisfaction of the ADP Test under this
Section, including the extent to which the Plan treated
Qualified Matching Contributions as Salary Reduction
Contributions to satisfy the ADP Test.
(b) Definitions. The following definitions apply
for purposes of the Plan:
(1) ADP, with respect to a Participant, shall
mean the ratio (expressed as a percentage) of the
amount of Salary Reduction Contributions and amounts
treated as Salary Reduction Contributions, if any,
allocated to the Participant's account for a Plan Year
to the Participant's ADP Compensation for the Plan
Year.
(2) Average ADP, with respect to a group of
Participants, shall mean the average of the ADPs for
the group of Participants.
(3) ADP Compensation, with respect to any
Participant, shall be determined by the Plan
Administrator in a manner that satisfies the
requirement of Section 414(s) of the Code and the
regulations thereunder. The period used to determine a
Participant's ADP Compensation for a Plan Year is
<PAGE>
-5-
either the Plan Year or the calendar year ending within
the Plan Year. Whichever period is selected must be
applied uniformly to determine the ADP Compensation of
every Participant for the Plan Year. If the
Participant participated in the Plan for less than the
full Plan Year or calendar year, the Plan may take into
account ADP Compensation for that portion of the Plan
Year or calendar year during which the Participant
actually participated, provided this limit is applied
uniformly for all Participants for the Plan Year.
(4) Highly Compensated Employee.
(i) In General. The term "Highly
Compensated Employee" means an employee who is
either a Highly Compensated Active Employee or a
Highly Compensated Former Employee.
(ii) Highly Compensated Active Employee.
A "Highly Compensated Active Employee" is any
employee who, with respect to the Company,
(A) performs services during the Look-Back Year
and (B) is included in any one or more of the
groups described for purposes of the Look-Back
Year calculation in subparagraph (iii).
(iii) Look-Back Year Calculation. For
purposes of subparagraph (ii), the following
employees shall be Highly Compensated Employees
with respect to the Look-Back Year:
(A) employees who were 5-percent
owners at any time during the Look-Back Year;
(B) employees who receive
Compensation in excess of $75,000 during the
Look-Back Year;
(C) employees who receive
Compensation in excess of $50,000 during the
Look-Back Year and are members of the Top-
Paid Group for the Look-Back Year; and
(D) employees who were Includible
Officers during the Look-Back Year.
(iv) Determination Year Calculation.
The Company elects pursuant to Regulation Section
1.414(q)IT, Q & A-14(b) to make the calendar year
calculation election. Therefore, no Determination
Year Calculation is required.
<PAGE>
-6-
(v) Look-Back Year. The term
"Look-Back Year" means the Plan Year.
(vi) Top-Paid Group. The term
"Top-Paid Group" means, with respect to a
particular year, the group consisting of the top
20 percent of the Company's employees when ranked
on the basis of Compensation received from the
Company during such year. The number of employees
in the Top-Paid Group for a particular year is
equal to 20 percent of the total number of active
employees of the Company for such year, reduced by
those active employees excluded under Sections
1.414(q)-1T, Q & A-9(b)(1)(i), (ii) and (iii) of
the Treasury Regulations.
(vii) Includible Officers. The term
"Includible Officer" means an employee who is
(A) an officer of the Company (within the meaning
of Section 416(i) of the Code and the regulations
thereunder) at any time during the Look-Back Year
and (B) receives compensation during such year
that is greater than 50 percent of the dollar
limitation in effect under Section 415(b)(1)(A) of
the Code for the calendar year in which the
Look-Back Year begins. If no officer of the
Company satisfies the Compensation requirement of
(B) above, the highest paid officer of the Company
for such year is treated as a Highly Compensated
Employee. Notwithstanding the foregoing, the
determination of which employees are Includible
Officers shall be subject to the maximum inclusion
limitations of Section 1.414(q)-1T, Q & A-10(b) of
the Treasury Regulations.
(viii) Highly Compensated Former
Employee. A "Highly Compensated Former Employee"
for a Look-Back Year is any former employee of the
Company who, with respect to the Company,
(A) performs no services for the Company in the
Look-Back Year, (B) had a Separation Year prior
to the Look-Back Year and was (C) a Highly
Compensated Active Employee for either (I) such
employee's Separation Year, or (II) any Look-Back
Year ending on or after the employee's 55th
birthday.
(ix) Separation Year. The term
"Separation Year" means the Look-Back Year during
which the employee separates from the service of
the Company.
<PAGE>
-7-
(x) Family Aggregation. If an
employee is, during a Look-Back Year, a Family
Member of either a (A) 5-percent owner who is an
active or former employee or (B) a Highly
Compensated Employee who is one of the ten most
highly compensated employees ranked on the basis
of Compensation paid by the Company during such
year, then the Family Member and the 5-percent
owner or top-ten Highly Compensated Employee shall
be aggregated and shall be treated as a single
employee receiving Compensation and Plan
contributions equal to the sum of such
Compensation and contributions of the Family
Member and 5-percent owner or top-ten Highly
Compensated Employee.
(xi) Family Member. The term "Family
Member" means the spouse, lineal ascendants and
descendants of the employee or former employees,
and the spouses of such lineal ascendants and
descendants.
(5) Nonhighly Compensated Employee shall mean
an Eligible Employee who is not a Highly Compensated
Employee.
(6) Nonelective Contributions are
contributions to the Plan made by the Company which are
not made pursuant to a Participant's salary reduction
contribution election under Section 3.01.
(7) Qualified Matching Contributions are
Matching Contributions or Discretionary Matching
Contributions that are 100% nonforfeitable at all times
and satisfy the requirements set forth in Section
1.401(k)-1(g)(13)(iii) of the Treasury Regulations.
(c) Special Rules.
(1) Plan Aggregation - 410(b). For purposes
of this Section, if the Plan and one or more other
plans which include cash or deferred arrangements
actually are aggregated for purposes of Section 410(b)
(other than for purposes of the average benefit
percentage test) of the Code, the cash or deferred
arrangements included in the Plan and such other plans
shall be treated as a single cash or deferred
arrangement for purposes of Section 401(k) of the Code
and Section 1.401(k)-1(b) of the Treasury Regulations.
Plans are aggregated under this paragraph only if they
have the same plan year.
<PAGE>
-8-
(2) Plan Aggregation - Highly Compensated
Employee. For purposes of this Section, if a Highly
Compensated Employee is a participant in two or more
cash or deferred arrangements of the Company, all such
cash or deferred arrangements shall be treated as one
cash or deferred arrangement for purposes of
determining the ADP of the Highly Compensated Employee
unless such aggregation is prohibited by Section
1.401(k)-1(g)(1)(ii)(B) of the Treasury Regulations.
If the cash or deferred arrangements have different
plan years, this paragraph shall be applied by treating
all cash or deferred arrangements ending with or within
the same calendar year as a single arrangement.
(3) Family Aggregation. If a Highly
Compensated Employee is subject to the family
aggregation rules of Section 414(q)(6) of the Code
because such employee is either a five-percent owner or
one of the ten most Highly Compensated Employees, the
combined ADP for the family group (which is treated as
one Highly Compensated Employee) must be determined by
combining the Salary Reduction Contributions,
Compensation, and amounts treated as Salary Reduction
Contributions, if any, of all the eligible family
members. The Salary Reduction Contributions,
Compensation, and amounts treated as Salary Reduction
Contributions, if any, are disregarded for purposes of
determining the Average ADP for the Nonhighly
Compensated Employees. If a Participant is required to
be aggregated as a member of more than one family group
in the Plan, all Participants who are members of those
family groups that include that Participant are
aggregated as one family group.
6. Section 3.12 is deleted in its entirety and the
following is substituted therefor:
Section 3.12. Distribution of Excess
Contributions.
(a) In General. If for any Plan Year there are
any Excess Contributions, then on or before the 15th
day of the third month following the end of such Plan
Year, each Highly Compensated Employee having the
highest ADP shall have his or her portion of the Excess
Contributions distributed to him or her until one of
the two tests set forth in Section 3.11(a) is
satisfied, or until his or her ADP equals the ADP of
the Highly Compensated Employee or Employees having the
<PAGE>
-9-
next highest ADP. This process must be repeated until
one of the two tests set forth in Section 3.11(a) is
satisfied. In no case may the amount of Excess
Contributions to be distributed for a Plan Year with
respect to any Highly Compensated Employee exceed the
Highly Compensated Employee's Salary Reduction
Contributions for the Plan Year.
Distributions of Excess Contributions shall be
made first from unmatched Salary Reduction
Contributions and, thereafter, simultaneously from
Salary Reduction Contributions that are matched and
Matching Contributions that relate to such Salary
Reduction Contributions. However, any such Matching
Contributions which are not vested shall be forfeited
in lieu of being distributed.
Notwithstanding the foregoing, if the Plan
Administrator treats Qualified Matching Contributions
as Salary Reduction Contributions for purposes of the
ADP Test, distributions of Excess Contributions shall
be made first from unmatched Salary Reduction
Contributions and, thereafter, simultaneously from
Salary Reduction Contributions and Qualified Matching
Contributions that relate to such Salary Reduction
Contributions.
(b) Excess Contributions. The term "Excess
Contributions" means, with respect to a Plan Year, the
excess of Salary Reduction Contributions, and Qualified
Matching Contributions, to the extent they are treated
as Salary Reduction Contributions for purposes of the
ADP Test, over the maximum amount of such contributions
permitted under Section 3.11(a). Excess Contributions
also shall include the income allocable to the excess
described in the preceding sentence. The income
allocable to Excess Contributions shall be determined
in accordance with subsection (d).
(c) Family Aggregation. The determination and
correction of Excess Contributions of a Highly
Compensated Employee whose ADP is determined in
accordance with the family aggregation rules of
Section 3.11(c)(3) is accomplished by reducing the ADP
as required by subsection (a) and allocating the Excess
Contributions for the family group among the family
members in proportion to the Salary Reduction
Contributions of each family member that is combined to
determine the ADP.
<PAGE>
-10-
(d) Allocable Income/Loss. A Participant's Excess
Contributions with respect to a Plan Year shall be
adjusted for any income or loss up to the date of
distribution. The income or loss allocable to Excess
Contributions is the sum of (1) income or loss for the
Plan Year allocable to Salary Reduction Contributions
and amounts treated as Salary Reduction Contributions
multiplied by a fraction, the numerator of which is the
Participant's Excess Contributions for the Plan Year
and the denominator of which is the sum of (i) the
total account balance of the Participant attributable
to Salary Reduction Contributions and amounts treated
as Salary Reduction Contributions, if any, as of the
beginning of the Plan Year, plus (ii) the Participant's
Salary Reduction Contributions and amounts treated as
Salary Reduction Contributions, if any, for the Plan
Year and for the Gap Period; and (2) ten percent of the
amount determined under (1) above multiplied by the
number of whole calendar months that have elapsed
during the Gap Period. When calculating the number of
calendar months in (2) above, a distribution occurring
on or before the 15th day of the month will be treated
as having been made on the last day of the preceding
month, and a distribution occurring after such 15th day
will be treated as having been made on the first day of
the next subsequent month. For purposes of this
subsection, the term "Gap Period" means the period
between the end of the Plan Year and the date of
distribution.
7. Section 3.13 is deleted in its entirety and the
following is substituted therefor:
Section 3.13. ACP Test.
(a) In General. Annual allocations derived from
Matching Contributions to the Company Contribution
Accounts must satisfy one of the following tests:
(1) The 125% Test. The Average ACP for
Participants who are Highly Compensated Employees shall
not exceed the Average ACP for Participants who are
Nonhighly Compensated Employees multiplied by 1.25.
(2) The Alternative Limitation Test. The
Average ACP for Participants who are Highly Compensated
Employees shall not exceed the lesser of (i) the
Average ACP for Participants who are Nonhighly
Compensated Employees multiplied by two and (ii) the
<PAGE>
-11-
Average ACP for Participants who are Nonhighly
Compensated Employees plus two percentage points or
such lesser amount determined pursuant to the
provisions of Section 3.13(c)(1) to prevent the
multiple use of the alternative limitation under this
subsection and Section 3.11(a)(2).
The Plan Administrator may calculate the ACPs of
Participants and, thus, determine whether the Plan
satisfies the ACP Test under this Section by treating
all or part of the Salary Reduction Contributions as
Matching Contributions. The Plan Administrator may not
treat Salary Reduction Contributions as Matching
Contributions unless the Salary Reduction Contributions
satisfy the conditions set forth in Section 1.401(m)-
1(b)(5) of the Treasury Regulations. The Plan
Administrator may not include Salary Reduction
Contributions in the ACP Test unless the Plan satisfies
the ADP Test both with and without the Salary Reduction
Contributions included in the ACP Test.
The Plan Administrator shall maintain records that
demonstrate satisfaction of the ACP Test under this
Section, including the extent to which the Plan treated
Salary Reduction Contributions as Matching
Contributions to satisfy the ACP Test.
(b) Definitions. The following definitions apply
for purposes of the Plan:
(1) ACP, with respect to a Participant, shall
mean the ratio (expressed as a percentage) of the
amount of Matching Contributions and Discretionary
Matching Contributions and amounts treated as Matching
Contributions allocated to the Participant's account
for a Plan Year to the Participant's ACP Compensation
for the Plan Year.
(2) Average ACP, with respect to a group of
Participants, shall mean the average of the ACPs for
the group of Participants.
(3) ACP Compensation shall have the same
meaning as the term ADP Compensation, as defined in
Section 3.11(1)(b)(3).
(c) Special Rules.
(1) Multiple Use. If (i) the sum of the
Average ADP of the entire group of eligible Highly
Compensated Employees under the Plan and the Average
<PAGE>
-12-
ACP of the entire group of eligible Highly Compensated
Employees under the Plan exceeds the Aggregate Limit,
(ii) the Average ADP of the entire group of eligible
Highly Compensated Employees exceeds the amount
described in the 125% Test under Section 3.11(a)(1),
and (iii) the Average ACP of the entire group of
eligible Highly Compensated Employees exceeds the
amount described in the 125% Test under
Section 3.13(a)(1), then the Average ADP or ACP of
those Highly Compensated Employees will be reduced so
that the Aggregate Limit is not exceeded. The amount
of the reduction of the Average ADP or ACP of the
entire group of Highly Compensated Employees needed to
satisfy the Aggregate Limit is calculated in the manner
described in Section 3.12(a) or 3.14(a) and shall be
treated as Excess Contributions or Excess Aggregate
Contributions. For purposes of the Multiple Use Test,
the ADP and the ACP are determined after any
corrections required to meet the ADP Test and the ACP
Test.
The "Aggregate Limit" shall mean the greater of:
(A) the sum of (I) 1.25 times the greater of (I)
the Average ADP of the Nonhighly Compensated Employees for
the Plan Year (the "Relevant ADP") or (II) the Average ACP
of the Nonhighly Compensated Employees for the Plan Year
(the "Relevant ACP"), and (ii) two percentage points plus
the lesser of the Relevant ADP or the Relevant ACP, provided
that this amount does not exceed two times the lesser of the
Relevant ADP or the Relevant ACP; or
(B) sum of (I) 1.25 times the lesser of the
Relevant ADP or the Relevant ACP, and (ii) two percentage
points plus the greater of the Relevant ADP or the Relevant
ACP, above, provided that this amount does not exceed two
times the greater of the Relevant ADP or the Relevant ACP.
(2) Plan Aggregation - 410(b). For purposes
of this Section, if the Plan and one or more other
plans actually are aggregated for purposes of
Section 410(b) (other than for purposes of the average
percentage test) of the Code, then the Plan and such
other plans shall be treated as a single plan for
purposes of Section 401(m) of the Code. Plans are
aggregated under this paragraph only if they have the
same plan year.
(3) Plan Aggregation - Highly Compensated
Employee. For purposes of this Section, if a Highly
Compensated Employee is a participant in two or more
<PAGE>
-13-
plans of the Company to which employer contributions,
matching contributions or both are made, all such plans
shall be treated as one plan for purposes of
determining the ACP of the Highly Compensated Employee
unless such aggregation is prohibited by Section
1.401(m)-1(f)(1)(ii)(B) of the Treasury Regulations.
If the plans have different plan years, this paragraph
shall be applied by treating all plans ending with or
within the same calendar year as a single arrangement.
(4) Family Aggregation. If a Highly
Compensated Employee is subject to the family
aggregation rules of Section 414(q)(6) of the Code
because such employee is either a five-percent owner or
one of the ten most Highly Compensated Employees, the
combined ACP for the family group (which is treated as
one Highly Compensated Employee) must be determined by
combining the Matching Contributions, Discretionary
Matching Contributions, Compensation, and amounts
treated as Matching Contributions, if any, of all the
eligible family members. The Matching Contributions,
Discretionary Matching Contributions, amounts treated
as Matching Contributions, if any, and Compensation of
all family members as disregarded for purposes of
determining the Average ACP for the Highly Compensated
Employees and the Nonhighly Compensated Employees. If
a Participant is required to be aggregated as a member
of more than one family group in the Plan, all
Participants who are members of those family groups
that include that Participant are aggregated as one
group.
8. Section 3.14 is deleted in its entirety and the
following is substituted therefor:
Section 3.14. Distribution of Excess Aggregate
Contributions.
(a) In General. If for any Plan Year there are
Excess Aggregate Contributions, then on or before the
15th day of the third month following the end of such
Plan Year, each Highly Compensated Employee having the
highest ACP shall have his or her portion of the Excess
Aggregate Contributions distributed to him or her, or,
if forfeitable, forfeit such nonvested Excess Aggregate
Contributions attributable to Matching Contributions
until one of the two tests set forth in Section 3.13(a)
is satisfied, or until his or her ACP equals the ACP of
the Highly Compensated Employee or Employees having the
<PAGE>
-14-
next highest ACP. This process must be repeated until
one of the two tests set forth in Section 3.13(a) is
satisfied.
The Plan Administrator will treat a Highly
Compensated Employee's allocable share of Excess
Aggregate Contributions, on a pro rata basis, as
attributable to Matching Contributions, Discretionary
Matching Contributions, and to Salary Reduction
Contributions treated as Matching Contributions for
purposes of the ACP Test.
(b) Excess Aggregate Contributions. The term
"Excess Aggregate Contributions" means, with respect to
a Plan Year, the excess of Matching Contributions,
Discretionary Matching Contributions and Salary
Reduction Contributions, to the extent they are treated
as Matching Contributions for purposes of the ACP Test,
over the maximum amount of such contributions permitted
under Section 3.13(a). Excess Aggregate Contributions
shall also include the income allocable to the excess
described in the preceding sentence. The income
allocable to Excess Aggregate Contributions shall be
determined in accordance with subsection (d).
(c) Family Aggregation. The determination and
correction of Excess Aggregate Contributions of a
Highly Compensated Employee whose ACP is determined in
accordance with the family aggregation rules of
Section 3.13(c)(3) is accomplished by reducing the ACP
as required by subsection (a) and allocating the Excess
Aggregate Contributions for the family group among the
family members in proportion to the Matching
Contributions, Discretionary Matching Contributions and
amounts treated as Matching Contributions for purposes
of the ACP Test, if any, of each family member that are
combined to determine the ACP.
(d) Allocable Income/Loss. A Participant's Excess
Aggregate Contributions with respect to a Plan Year
shall be adjusted for any income or loss up to the date
of distribution. The income or loss allocable to
Excess Aggregate Contributions is the sum of (1) income
or loss for the Plan Year allocable to Matching
Contributions, Discretionary Matching Contributions and
amounts treated as Matching Contributions, if any,
multiplied by a fraction, the numerator of which is the
Participant's Excess Aggregate Contributions for the
Plan Year and the denominator of which is the sum of
(i) the total account balance of the Participant
attributable to Matching Contributions, Discretionary
<PAGE>
-15-
Matching Contributions and amounts treated as Matching
Contributions, if any, as of the beginning of the Plan
Year, plus (ii) the Participant's Matching
Contributions, Discretionary Matching Contributions,
and amounts treated as Matching Contributions, if any,
for the Plan Year and for the Gap Period, and (2) ten
percent of the amount determined under (1) above
multiplied by the number of whole calendar months that
have elapsed during the Gap Period. When calculating
the number of calendar months in (2) above, a
distribution occurring on or before the 15th day of the
month will be treated as having been made on the last
day of the preceding month, and a distribution
occurring after such 15th day will be treated as having
been made on the first day of the next subsequent
month. For purposes of this subsection, the term "Gap
Period" means the period between the end of the Plan
Year and the date of distribution.
9. Section 3.15 is deleted in its entirety and the following
is substituted therefor:
Section 3.15. Distributions of Excess Deferrals.
(a) In General. Excess Deferrals by a Participant
shall be distributed to such Participant no later than
the first April 15 following the close of the
Participant's taxable year, unless the Participant
notifies the Plan that such Excess Deferrals or a
portion thereof shall be distributed from a plan other
than the Plan. Notice under the preceding sentence
must be submitted to the Plan Administrator in writing
no later than the first March 1 following the close of
the Participant's taxable year. Notwithstanding the
foregoing, a Participant is deemed to have notified the
Plan of Excess Deferrals for the taxable year taking
into account only Salary Reduction Contributions under
the Plan.
(b) Excess Deferrals. The term "Excess Deferrals"
means, with respect to a Participant, Salary Reduction
Contributions, together with other elective deferrals
(as defined in Section 402(g)(3) of the Code), in
excess of the dollar limitation under Section 3.01(c).
Excess Deferrals also shall include the income
allocable to the excess described in the preceding
sentence. The income allocable to Excess Deferrals
shall be determined in accordance with subsection (c).
<PAGE>
-16-
(c) Allocable Income/Loss. A Participant's Excess
Deferrals with respect to a taxable year shall be
adjusted for any income or loss up to the date of
distribution. The income or loss allocable to Excess
Deferrals is the sum of (1) income or loss for the
taxable year allocable to Salary Reduction
Contributions multiplied by a fraction, the numerator
of which is the Participant's Excess Deferrals for the
taxable year and the denominator of which is the sum of
(i) the total account balance of the Participant
attributable to Salary Reduction Contributions as of
the beginning of the taxable year, plus (ii) the
Participant's Salary Reduction Contributions for the
taxable year and for the Gap Period, and (2) ten
percent of the amount determined under (1) above,
multiplied by the number of whole calendar months that
have elapsed during the Gap Period. When calculating
the number of calendar months in (2), a distribution
occurring on or before the 15th day of the month will
be treated as having been made on the last day of the
preceding month, and a distribution occurring after
such 15th day will be treated as having been made on
the first day of the next subsequent month. For
purposes of this subsection, the term "Gap Period"
means the period between the end of the taxable year
and the date of distribution.
10. Section 3.16 is hereby deleted in its entirety and
the following is substituted therefor:
Section 3.16. Coordinating Corrective
Distributions.
(a) Correcting Excess Deferrals After Distributing
Excess Contributions. The amount of Excess Deferrals
that may be distributed under Section 3.15 with respect
to a Participant for a taxable year shall be reduced by
any Excess Contributions previously distributed with
respect to such Participant for the Plan Year beginning
with or within such taxable year.
(b) Correcting Excess Contributions After
Distributing Excess Deferrals. The amount of Excess
Contributions to be distributed under Section 3.12(a)
with respect to a Participant for a Plan Year shall be
reduced by any Excess Deferrals previously distributed
to such Participant for the Participant's taxable
year ending with or within such Plan Year.
<PAGE>
-17-
11. The following is hereby inserted after the first
sentence of the first paragraph of Section 5.09:
Only those Participants who are employed by the
Company shall be permitted to apply for such
withdrawals. Participants who are retired, terminated,
on leave of absence or on layoff will not be permitted
distributions under this Section.
12. Section 5.10(a) is deleted in its entirety and the
following is substituted therefor:
(a) Trustees May Make Loans. Upon the written
direction of the Plan Administrator, the Trustees shall
make loans to Participants, who are employed by the
Company, pursuant to the terms and conditions set forth
in this Section and any additional rules that may be
adopted. Such loans shall be made available to
Participants who are on the active payroll of the
Company on a reasonably equivalent basis and shall not
be made available to Highly Compensated Employees,
officers or shareholders in an amount greater than the
amount made available to other Participants. Also
loans shall not be made available to Participants who
are retired, terminated, on leave of absence or on
layoff.
The effective date of this amendment is January 1,
1992. In all other respects the Plan shall remain unchanged.
IN WITNESS WHEREOF, the Company has caused this
instrument to be executed on this 26th day of February, 1993.
FISHER-PRICE, INC.
By /s/ Rodney V. Campbell
----------------------
Rodney V. Campbell
<PAGE>
EXHIBIT 4.3
SECOND AMENDMENT
to the
FISHER-PRICE INC.
MATCHING SAVINGS PLAN
WHEREAS, pursuant to Section 10.01 of the Fisher-
Price, Inc. Matching Savings Plan (the "Plan"), the Company
reserved the right to amend the Plan by a written instrument
executed by an authorized officer and delivered to the
Trustee;
NOW, THEREFORE, the Plan is hereby amended in the
following respects:
1. Paragraph (2) of Section 6.05 is hereby
deleted in its entirety and the following is substituted
therefor:
"(2) In connection with the merger
of Fisher-Price, Inc. with a wholly-
owned subsidiary of Mattel, Inc. on
November 30, 1993, a "Mattel Stock
Fund" shall be established to
replace the Fisher-Price Stock
Fund, which shall be invested by
the Trustee in the common stock of
Mattel, Inc., hereinafter called
"Mattel Stock" except that pending
the purchase of such stock (after
the establishment by the Plan
Administrator of the Mattel Stock
Fund), the Trustee may invest in
any other form of liquid
investment.
The effective date of this Amendment November 30,
1993. In all other respects, the Plan shall remain
unchanged.
IN WITNESS WHEREOF, the Company has caused the
instrument to be executed by its duly authorized officer as
of the 30th day of November, 1993.
FISHER-PRICE, INC.
By: Karen L. Kemp
-------------
Karen L. Kemp
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 8, 1994, which appears on page 51 of the 1993
Annual Report to Shareholders of Mattel, Inc., which is
incorporated by reference in Mattel, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1993. We also
consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page 30
of such Annual Report on Form 10-K.
/s/ Price Waterhouse
--------------------
June 28, 1994
Los Angeles, California
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent of the incorporation by reference in this Registration
Statement of Mattel, Inc. on Form S-8 of our report dated
February 4, 1993, on our audit of the consolidated financial
statements and financial statement schedules of Fisher-Price, Inc.
as of January 3, 1993, and for the fiscal year then ended, which
report is included in the Annual Report on Form 10-K.
We also consent to the incorporation by reference in this
Registration Statement of Mattel, Inc. on Form S-8 of our report
dated April 22, 1994, on our audits of the financial statements
of the Fisher-Price, Inc. Matching Savings Plan as of December 31,
1993 and 1992, and for the years then ended and the supplemental
schedules as of December 31, 1993, and for the year then ended,
which report is included in the Annual Report on Form 11-K.
/s/ Coopers & Lybrand
---------------------
Rochester, New York
June 30, 1994
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 11, 1992 included in Mattel, Inc.'s Form
10-K for the year ended December 31, 1993 and to all references
to our Firm included in this registration statement.
/s/ Arthur Andersen
-------------------
Rochester, New York
June 30, 1994
<PAGE>
