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, INC. MATCHING 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, Inc. Matching Savings Plan
We have audited the accompanying statements of net assets
available for plan benefits of the Fisher-Price, Inc. Matching
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, Inc. Matching 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>
<TABLE>
<CAPTION>
FISHER-PRICE, INC.
MATCHING SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
Growth & Managed
Income Income
Mattel, Inc. Magellan Portfolio Portfolio Employee
Stock Fund Fund Fund Fund Loans Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair market value:
Mattel, Inc. common stock
(103,127 shares, cost $1,939,827) $ 2,848,888 $ 2,848,888
Fidelity Magellan Fund
(78,768 shares, cost $5,378,999) $ 5,580,729 5,580,729
Fidelity Growth & Income Portfolio
(209,022 shares, cost $4,391,360) $ 4,644,471 4,644,471
Fidelity Managed Income Portfolio
(2,173,532 shares, cost $2,173,532) $ 2,173,532 2,173,532
Loans receivable $ 361,802 361,802
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 2,848,888 $ 5,580,729 $ 4,644,471 $ 2,173,532 $ 361,802 $ 15,609,422
============ ============ ============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC.
MATCHING SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1992
Growth & Managed
Income Income
Fisher-Price Magellan Portfolio Portfolio Employee
Stock Fund Fund Fund Fund Loans Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair market value:
Fisher-Price, Inc. common stock
(47,793 shares, cost $993,349) $ 1,200,798 $ 1,200,798
Fidelity Magellan Fund
(37,809 shares, cost $2,492,559) $ 2,382,338 2,382,338
Fidelity Growth & Income Portfolio
(87,200 shares, cost $1,772,185) $ 1,718,724 1,718,724
Fidelity Managed Income Portfolio
(1,280,664 shares, cost $1,280,664) $ 1,280,664 1,280,664
Contribution receivable 132,348 252,313 237,109 135,230 757,000
Loans receivable $ 29,251 29,251
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 1,333,146 $ 2,634,651 $ 1,955,833 $ 1,415,894 $ 29,251 $ 7,368,775
============ ============ ============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC.
MATCHING SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
Growth & Managed
Income Income
Mattel, Inc. Magellan Portfolio Portfolio Employee
Stock Fund Fund Fund Fund Loans Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $ 1,333,146 $ 2,634,651 $ 1,955,833 $ 1,415,894 $ 29,251 $ 7,368,775
Additions:
Employer contributions 319,090 660,610 599,630 344,927 - 1,924,257
Employee contributions:
Employee contribution 706,879 1,481,430 1,368,615 630,974 - 4,187,898
Rollover contribution 3,693 49,808 65,516 7,269 - 126,286
Dividend and interest income 14,301 466,744 230,196 103,487 - 814,728
Realized gain:
Proceeds 730,931 760,981 471,040 641,899 - 2,604,851
Cost (539,212) (738,735) (447,866) (641,899) - (2,367,712)
------------ ------------ ------------ ------------ ------------ ------------
Subtotal realized gain 191,719 22,246 23,174 - - 237,139
Unrealized gain on investments 701,612 311,953 306,572 - - 1,320,137
Loan repayments 13,750 32,787 17,850 16,896 (81,283) -
------------ ------------ ------------ ------------ ------------ ------------
1,951,044 3,025,578 2,611,553 1,103,553 (81,283) 8,610,445
------------ ------------ ------------ ------------ ------------ ------------
Deductions:
Benefit payments 61,411 123,834 84,512 90,778 5,090 365,625
Loan withdrawals 63,461 143,495 124,386 87,582 (418,924) -
Other - - - 4,173 - 4,173
------------ ------------ ------------ ------------ ------------ ------------
124,872 267,329 208,898 182,533 (413,834) 369,798
------------ ------------ ------------ ------------ ------------ ------------
Transfers between funds (310,430) 187,829 285,983 (163,382) - -
------------ ------------ ------------ ------------ ------------ ------------
Net increase 1,515,742 2,946,078 2,688,638 757,638 332,551 8,240,647
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits at end of year $ 2,848,888 $ 5,580,729 $ 4,644,471 $ 2,173,532 $ 361,802 $ 15,609,422
============ ============ ============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC.
MATCHING SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
Growth & Managed
Income Income
Fisher-Price Magellan Portfolio Portfolio Employee
Stock Fund Fund Fund Fund Loans Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions $ 388,335 $ 963,360 $ 734,970 $ 484,405 $ - $ 2,571,070
Employee contributions:
Employee contribution 564,753 1,577,858 1,089,015 638,310 - 3,869,936
Rollover contribution 121,033 106,645 59,454 227,643 - 514,775
Dividend and interest income 3,487 244,757 164,142 36,903 - 449,289
Realized gain (loss):
Proceeds 67,812 159,122 79,575 - - 306,509
Cost (58,217) (164,772) (81,804) - - (304,793)
------------ ------------ ------------ ------------ ------------ ------------
Subtotal realized gain (loss) 9,595 ( 5,650) ( 2,229) - - 1,716
Unrealized gain (loss) on
investments 207,449 (110,221) (53,461) - - 43,767
Loan repayments 294 1,131 161 962 (2,548) -
------------ ------------ ------------ ------------ ------------ ------------
1,294,946 2,777,880 1,992,052 1,388,223 (2,548) 7,450,553
------------ ------------ ------------ ------------ ------------ ------------
Deductions:
Benefit payments 9,007 33,340 19,462 17,832 - 79,641
Loan withdrawals 3,204 9,988 11,500 7,107 (31,799) -
Other - 68 - 2,069 - 2,137
------------ ------------ ------------ ------------ ------------ ------------
12,211 43,396 30,962 27,008 (31,799) 81,778
------------ ------------ ------------ ------------ ------------ ------------
Transfers between funds 50,411 (99,833) (5,257) 54,679 - -
------------ ------------ ------------ ------------ ------------ ------------
Net increase 1,333,146 2,634,651 1,955,833 1,415,894 29,251 7,368,775
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits at end of year $ 1,333,146 $ 2,634,651 $ 1,955,833 $ 1,415,894 $ 29,251 $ 7,368,775
============ ============ ============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
5
<PAGE>
FISHER-PRICE, INC.
MATCHING SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
1 - DESCRIPTION OF THE PLAN
-----------------------
The Fisher-Price, Inc. Matching Savings Plan (the Plan),
established January 1, 1992, is a defined contribution plan
which covers all eligible employees of Fisher-Price, Inc. ("the
Company") with at least six months of service and who are age
twenty and one-half years or older. Effective November 30,
1993, the Company merged with Mattel, Inc. ("Mattel") and
became a wholly-owned subsidiary of Mattel. As a result of
the merger, each Fisher-Price, Inc. common share was exchanged
for 1.275 shares of Mattel 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. The Plan
is subject to certain provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Participants may elect to make voluntary contributions of 1%
to 10% of their annual compensation subject to certain
limitations. The Company will match 100% of the first $300 of
a participant's contribution, 75% of the next $200 contributed
and 40% of contributions over $500 up to a maximum of 6% of
annual compensation. Additionally, the Board of Directors of
Mattel can authorize an additional "discretionary" contribution
of up to 50% of the participant's contribution, limited to 6%
of his or her annual compensation. Participants are immediately
vested in their voluntary contributions, the Company's
contributions, and their share of actual earnings.
Investment Programs
-------------------
The Plan allows participants to direct their contributions, in
20% increments, to any combination of four investment
accounts. All investment accounts are maintained by Fidelity
Management Trust Company. The investment options are as
follows:
Mattel, Inc. Stock Fund
-----------------------
This fund's investments consist of Mattel common stock. The
stock is listed on the New York State Exchange (Symbol:
MAT).
Fidelity Magellan Fund
----------------------
This fund invests in common stock of companies offering long-
term capital growth.
Fidelity Growth and Income Portfolio Fund
-----------------------------------------
This fund invests in common stock of companies offering
growth in earnings potential while paying current dividends.
Fidelity Managed Income Portfolio Fund
--------------------------------------
This fund invests primarily in guaranteed investment
contracts issued by insurance companies and commercial banks
and other similar types of fixed principal investments.
6
<PAGE>
Employee Loans
--------------
Employee Loans consist of amounts borrowed by participants
less principal repayments. Loans to participants are
reflected as an increase in Employee Loans and as a decrease
in the equity of the investment fund from which the loan was
made. Repayments, conversely, reduce Employee Loans and
increase the respective investment fund's equity. 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.
Income earned by each fund, including realized and unrealized
gains and losses on investments, is allocated to participants'
accounts based on their pro-rata share of contributions and
income earned thereon. At December 31, 1993 there were 2,121
participants in the Plan of which 859 were participating in
the Mattel, Inc. Stock Fund, 1,391 in the Fidelity Magellan
Fund, 1,298 in the Fidelity Growth & Income Portfolio Fund and
835 in the Fidelity Managed Income Portfolio Fund. There were
259 participants with loans outstanding at December 31, 1993.
The Plan provides the participants flexibility to reallocate
their account balances among the various investment options at
certain times stipulated within the Plan agreement.
Withdrawals, Distributions and Loans
------------------------------------
A participant undergoing certain types of financial hardship,
as defined by the Plan, may request the Plan administrator to
distribute all or a portion of his or her account. Such
distributions may be granted by the Plan administrator if the
participant meets certain criteria defined by the Plan.
Distributions under the Plan commence immediately if a
participant dies, is permanently disabled or attains normal
retirement age. Upon termination of employment, if the amount
in a participant's account exceeds $3,500, benefit payments
will be delayed until a participant dies, is permanently
disabled or attains normal retirement age; however, a
participant may request in writing to receive his or her
benefits at any time after employment terminates. The Plan
provides certain elections for participants under which
distributions from the Plan may be deferred.
Additionally, a participant may elect to borrow from the
accumulated amount of assets in his or her account. All loans
are subject to the review and approval of the Plan
administrator. Terms and conditions of the loans are discussed
in the Plan agreement.
7
<PAGE>
Administration
--------------
The Plan is administered by the Company. The Company has
selected Fidelity Management Trust Company to be the Trustee
of the Plan. The Trustee is responsible for maintaining the
assets of the Plan and reporting on the earnings and assets of
the Plan. Administrative expenses are paid by the Company.
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.
For a more complete description of the Plan's provisions,
participants should refer to the Plan document.
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------
Basis of Accounting
-------------------
The financial statements are prepared using the accrual basis
of accounting.
Investments
-----------
Investments are reflected at current market value as measured
by quoted market prices in an active market or as determined
in good faith by the Trustee. Net realized gain or loss on
the disposition of investments and investment income are also
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 and 1992 was approximately $1,364,000 and
$44,000, respectively.
3 - FEDERAL INCOME TAXES
--------------------
The Internal Revenue Service has ruled that the Plan qualifies
under Section 401(a) of the Internal Revenue Code and is,
therefore, exempt from tax under present income tax laws.
8
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC.
MATCHING SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Market
Shares Description Cost Value
- - ---------- ---------------------------------- ----------- -----------
<S> <C> <C> <C>
103,127 Mattel, Inc. Stock Fund $ 1,939,827 $ 2,848,888
78,768 Fidelity Magellan Fund 5,378,999 5,580,729
209,022 Fidelity Growth & Income Portfolio 4,391,360 4,644,471
2,173,532 Fidelity Managed Income Portfolio 2,173,532 2,173,532
<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, INC.
MATCHING SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1993
Transactions by Number of Number of Realized
Fund or Carrier Total Purchases Total Sales Purchases Sales Gain/Loss
- - ----------------------- --------------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Mattel, Inc. Stock Fund $ 1,485,690 $ 730,931 187 39 $ 191,719
Fidelity Magellan Fund 3,625,176 760,981 174 104 22,246
Fidelity Growth and
Income Portfolio Fund 3,067,041 471,040 167 105 23,174
Fidelity Managed
Income Portfolio Fund 1,534,767 641,899 143 133 -
<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>
10
<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 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, 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
<PAGE>
