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, 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, 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>
[Price Waterhouse LLP letterhead]
Report of Independent Accountants
---------------------------------
June 9, 1995
To the Participants and Plan Administrator of the
Fisher-Price, Inc. Matching Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for plan benefits of the Fisher-Price, Inc. Matching Savings Plan
at December 31, 1994 and the changes in net assets available for plan
benefits for the year then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility
of the plan's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audit of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion
expressed above. The financial statements of the Fisher-Price, Inc.
Matching Savings Plan for the year ended December 31, 1993 were audited by
other independent accountants whose report dated April 22, 1994 expressed
an unqualified opinion on those statements.
Our audit was 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, 1994 and reportable
transactions for the year then ended are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are additional information required by ERISA. The Fund
Information in the statements of net assets available for plan benefits and
the statements of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the
net assets available for plan benefits and the changes in net assets
available for plan benefits of each fund. The supplemental schedules and
-2-
To the Participants and Plan Administrator of the
Fisher-Price, Inc. Matching Savings Plan
Page 2
June 9, 1995
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.
As discussed in Note 1, on June 30, 1994 the Fisher-Price Profit Sharing
and Retirement Savings Plan was merged and all assets were transferred to
the Fisher-Price, Inc. Matching Savings Plan.
/s/ Price Waterhouse LLP
- ------------------------
-3-
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1994
- --------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Diversified Magellan Portfolio Portfolio II
Stock Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ 7,450,205
Fidelity Growth & Income
Portfolio $ 6,410,027
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio II $ 37,641,331
Short-term investments $ 376,847 $ 743,394
Common stock 18,846,539 31,287,226
Loans receivable
------------ ------------ ------------ ------------ ------------
Total investments 19,223,386 32,030,620 7,450,205 6,410,027 37,641,331
Receivables:
Employer's contribution 86,003 4,925 174,143 146,735 82,594
Due from brokers for
securities sold 517,267
Accrued interest and
dividends 45,802 58,872
------------ ------------ ------------ ------------ ------------
131,805 581,064 174,143 146,735 82,594
------------ ------------ ------------ ------------ ------------
Total assets 19,355,191 32,611,684 7,624,348 6,556,762 37,723,925
------------ ------------ ------------ ------------ ------------
Liabilities
Due to brokers for securities
purchased 175,186 892,626 - - -
------------ ------------ ------------ ------------ ------------
Total liabilities 175,186 892,626 - - -
------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 19,180,005 $ 31,719,058 $ 7,624,348 $ 6,556,762 $ 37,723,925
============ ============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1994
- --------------------------------------------------------------------------
Employee
Loans Total
------------ ------------
<S> <C> <C>
Assets
Investments, at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ 7,450,205
Fidelity Growth & Income
Portfolio 6,410,027
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio II 37,641,331
Short-term investments 1,120,241
Common stock 50,133,765
Loans receivable $ 2,623,881 2,623,881
------------ ------------
Total investments 2,623,881 105,379,450
Receivables:
Employer's contribution 494,400
Due from brokers for
securities sold 517,267
Accrued interest and
dividends 104,674
------------ ------------
- 1,116,341
------------ ------------
Total assets 2,623,881 106,495,791
------------ ------------
Liabilities
Due to brokers for securities
purchased - 1,067,812
------------ ------------
Total liabilities - 1,067,812
------------ ------------
Net assets available for
plan benefits $ 2,623,881 $105,427,979
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1993
- --------------------------------------------------------------------------
Fund Information
---------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Magellan Portfolio Portfolio
Stock Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments, at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ 5,580,729
Fidelity Growth & Income
Portfolio $ 4,644,471
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio $ 2,173,532
Common stock $ 2,848,888
Loans receivable
------------ ------------ ------------ ------------
Total investments 2,848,888 5,580,729 4,644,471 2,173,532
------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 2,848,888 $ 5,580,729 $ 4,644,471 $ 2,173,532
============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1993
- --------------------------------------------------------------------------
Employee
Loans Total
------------ ------------
<S> <C> <C>
Investments, at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ 5,580,729
Fidelity Growth & Income
Portfolio 4,644,471
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio 2,173,532
Common stock 2,848,888
Loans receivable $ 361,802 361,802
------------ ------------
Total investments 361,802 15,609,422
------------ ------------
Net assets available for
plan benefits $ 361,802 $ 15,609,422
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Diversified Magellan Portfolio Portfolio II
Stock Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Transfer of net assets from the
Profit Sharing and Retirement
Savings Plan $ 14,716,931 $ 31,568,861 $ - $ - $ 35,760,038
Investment Income:
Interest 10,249 66,628 - 48 322,375
Dividends 100,785 392,162 251,060 429,427 749,810
Net appreciation (depreciation)
in fair value of assets 288,089 620,978 (377,272) (308,739) -
Contributions:
Employer 357,210 7,343 850,344 698,108 200,211
Employee 612,897 6,219 1,565,305 1,304,714 294,739
------------ ------------ ------------ ------------ ------------
Total additions 16,086,161 32,662,191 2,289,437 2,123,558 37,327,173
------------ ------------ ------------ ------------ ------------
Deductions from net assets attributed
to:
Benefit payments 514,483 448,081 191,892 173,252 1,807,636
Other 2,318 (20) (844) (1,470) (289)
------------ ------------ ------------ ------------ ------------
Total deductions 516,801 448,061 191,048 171,782 1,807,347
------------ ------------ ------------ ------------ ------------
Net increase prior to interfund
transfers 15,569,360 32,214,130 2,098,389 1,951,776 35,519,826
Interfund transfers 761,757 (495,072) (54,770) (39,485) 2,204,099
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 16,331,117 31,719,058 2,043,619 1,912,291 37,723,925
------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits:
Beginning of year 2,848,888 - 5,580,729 4,644,471 -
------------ ------------ ------------ ------------ ------------
End of year $ 19,180,005 $ 31,719,058 $ 7,624,348 $ 6,556,762 $ 37,723,925
============ ============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------
Employee
Loans Total
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Transfer of net assets from the
Profit Sharing and Retirement
Savings Plan $ 1,954,425 $ 84,000,255
Investment Income:
Interest 92,824 492,124
Dividends - 1,987,726
Net appreciation (depreciation)
in fair value of assets - 223,056
Contributions:
Employer - 2,289,973
Employee - 4,052,596
------------ ------------
Total additions 2,047,249 93,045,730
------------ ------------
Deductions from net assets attributed
to:
Benefit payments 26,811 3,226,839
Other - 334
------------ ------------
Total deductions 26,811 3,227,173
------------ ------------
Net increase prior to interfund
transfers 2,020,438 89,818,557
Interfund transfers 241,641 -
------------ ------------
Net increase (decrease) 2,262,079 89,818,557
------------ ------------
Net assets available for plan
benefits:
Beginning of year 361,802 15,609,422
------------ ------------
End of year $ 2,623,881 $105,427,979
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1993
- -------------------------------------------------------------------------
Fund Information
---------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Magellan Portfolio Portfolio
Stock Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 1,250 $ - $ - $ -
Dividends 10,480 462,875 227,276 101,377
Net appreciation in fair value
of investments 893,331 334,199 329,746 -
Contributions:
Employer 319,090 660,610 599,630 344,927
Employee 710,572 1,531,238 1,434,131 638,243
------------ ------------ ------------ ------------
Total additions 1,934,723 2,988,922 2,590,783 1,084,547
------------ ------------ ------------ ------------
Deductions from net assets attributed
to:
Benefit payments 61,411 123,834 84,512 90,778
Other - - - 4,173
------------ ------------ ------------ ------------
Total deductions 61,411 123,834 84,512 94,951
------------ ------------ ------------ ------------
Net increase prior to interfund
transfers 1,873,312 2,865,088 2,506,271 989,596
Interfund transfers (357,570) 80,990 182,367 (231,958)
------------ ------------ ------------ ------------
Net increase 1,515,742 2,946,078 2,688,638 757,638
------------ ------------ ------------ ------------
Net assets available for plan
benefits:
Beginning of year 1,333,146 2,634,651 1,955,833 1,415,894
------------ ------------ ------------ ------------
End of year $ 2,848,888 $ 5,580,729 $ 4,644,471 $ 2,173,532
============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1993
- -------------------------------------------------------------------------
Employee
Loans Total
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 11,470 $ 12,720
Dividends - 802,008
Net appreciation in fair value
of investments - 1,557,276
Contributions:
Employer - 1,924,257
Employee - 4,314,184
------------ ------------
Total additions 11,470 8,610,445
------------ ------------
Deductions from net assets attributed
to:
Benefit payments 5,090 365,625
Other - 4,173
------------ ------------
Total deductions 5,090 369,798
------------ ------------
Net increase prior to interfund
transfers 6,380 8,240,647
Interfund transfers 326,171 -
------------ ------------
Net increase 332,551 8,240,647
------------ ------------
Net assets available for plan
benefits:
Beginning of year 29,251 7,368,775
------------ ------------
End of year $ 361,802 $ 15,609,422
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-7-
<PAGE>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. DESCRIPTION OF PLAN
The Fisher-Price, Inc. Matching Savings Plan (the Plan), was
established January 1, 1992 as a defined contribution plan to cover
all eligible employees of Fisher-Price, Inc. (the Company). In
accordance with the Plan agreement, eligibility is defined as a common
law employee with at least six months of service and an age of twenty
and one-half years or older. The Plan is subject to certain
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
On June 30, 1994, the Plan was merged with the Fisher-Price Profit
Sharing and Retirement Savings Plan (the Profit Sharing Plan) such
that all assets of the Profit Sharing Plan were transferred into the
Plan. The Plan was restated on July 1, 1994 to replace the January 1,
1992 original plan document. The restatement was made to reflect the
merger of the plans and to meet requirements of the Internal Revenue
Service in obtaining a favorable determination letter. These changes
had no significant impact on the Plan. Participants should refer to
the 1994 Restatement plan document for more complete information.
In addition, on 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, Inc. Stock Fund. There was no effect on
Plan provisions as a result of these transactions.
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. A discretionary contribution
in the amount of $494,400 was approved by the Board for the 1994 plan
year. There was no discretionary contribution for the 1993 plan year.
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 1%
increments, to any combination of five investment accounts. All
investment accounts are maintained by Fidelity Management Trust
Company. The investment options are as follows:
- MATTEL, INC. STOCK FUND
The Mattel, Inc. Stock Fund of the Plan and the Profit Sharing Plan
were combined in conjunction with the merger of the plans. The
combined fund was unitized by Fidelity and
-8-
shares of the fund are now reflected as units. The underlying
assets of the fund consist of Mattel, Inc. common stock, which is
listed on the New York State Exchange (Symbol: MAT) and a money
market type fund to provide daily liquidity. Prior to the
unitization, the underlying assets of the funds consisted solely
of Mattel, Inc. common stock. The unitization allows participants
to transfer monies into and out of the fund on any business day and
also provides the Trustee with additional flexibility in managing
the fund. At December 31, 1994, participants had 1,915,146 units
with a net asset value of $9.97 per unit. Shares of Mattel, Inc.
common stock held by the Fund at December 31, 1994 and 1993 were
750,111 with a fair market value of $18,846,539 and 103,127 with a
fair market value of $2,848,888, respectively.
- DIVERSIFIED FUND
This fund, transferred from the Profit Sharing Plan, invests
principally in large capitalization U.S. equities, U.S. Treasury
fixed income securities and high grade money market instruments.
The equities portion of the fund is diversified among a variety of
economic sectors and industries. Similar to the Mattel, Inc. Stock
Fund, this fund is a unitized fund, such that the shares in the
fund are stated in units and a short-term investment fund provides
liquidity. At December 31, 1994, participants had 3,073,671 units
with a net asset value of $10.31 per unit. Shares of Mattel, Inc.
common stock held by the Fund at December 31, 1994 were 17,600 with
a fair market value of $442,200.
- FIDELITY MAGELLAN FUND
This fund invests primarily in common stock and securities
convertible to common stock, issued by domestic and foreign
companies offering long-term capital growth.
- FIDELITY GROWTH AND INCOME PORTFOLIO FUND
This fund invests in any combination of common stock, securities
convertible to common stock, preferred stock and fixed income
securities of domestic or foreign companies offering growth of
earnings potential while paying current dividends.
- FIDELITY MANAGED INCOME PORTFOLIO II FUND
This fund option was created due to the combination of the Managed
Income Portfolio Fund from the Plan prior to the merger and the
Guaranteed Interest Rate Fund from the Profit Sharing Plan.
Consistent with the 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.
-9-
- 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, 1994 there were 3,257 participants in the
Plan of which 2,291 were participating in the Mattel, Inc. Stock Fund,
1,277 in the Diversified Fund, 1,413 in the Fidelity Magellan Fund,
1,319 in the Fidelity Growth and Income Portfolio Fund and 1,990 in
the Fidelity Managed Income Portfolio II Fund. There were 785
participants with loans outstanding at December 31, 1994. The Plan
provides the participants flexibility to reallocate their account
balances among the investment options at various times throughout the
year as stipulated in 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.
If a participant dies, is permanently disabled or attains normal
retirement age, distributions under the Plan may commence immediately.
If a participant's account balance is less than $3,500 upon
termination, the Company distributes the participant's interest in the
Plan in a lump sum payment. 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, an active 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.
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. In addition, the
Company has selected Institutional Capital Corporation (ICAP) as the
Investment Manager for
-10-
the Diversified Fund. ICAP manages the fund using defined investment
objectives and guidelines established by the Plan's Investment Committee.
All administrative expenses, excluding broker commissions paid for the
purchase and sale of securities for the Mattel, Inc. Stock Fund and
the Diversified Fund, are paid by the Company.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. 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.
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 gains or losses 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, 1994 and 1993 was
approximately $9,515,000 and $1,364,000, respectively.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with
current year presentation.
3. PAYMENT OF BENEFITS
Benefits are recorded when paid.
4. FEDERAL INCOME TAXES
The Internal Revenue Service (IRS) previously ruled that the Plan
qualifies under Section 401(a) of the Internal Revenue Code (IRC) for
exemption from tax under present income tax laws. Due to the Plan's
restatement, the Plan's 1994 Restatement plan document was submitted
to the IRS for an updated ruling, however the determination letter has
not yet been received. The Profit Sharing Plan received a
determination letter from the IRS stating that the plan, as restated
and amended through May 1991, constituted a qualified plan under
Section 401(a) of the IRC. The Plan Administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
-11-
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1994
- ----------------------------------------------------------
FIDELITY MANAGED ASSETS
-----------------------
FIDELITY INVESTMENTS:
- ---------------------
Shares/ Market
Units Description Cost Value
- ---------- ---------------------------------- ----------- -----------
<S> <C> <C> <C>
111,530 MAGELLAN FUND $ 7,605,355 $ 7,450,205
=========== ===========
303,937 GROWTH & INCOME PORTFOLIO $ 6,749,455 $ 6,410,027
=========== ===========
FIDELITY MANAGEMENT TRUST COMPANY:
- ----------------------------------
37,641,331 MANAGED INCOME PORTFOLIO II $37,641,331 $37,641,331
=========== ===========
MATTEL, INC. STOCK FUND
Short-Term Investments
----------------------
376,847 Fidelity Institutional Cash
Portfolio Class A, 5.8035% $ 376,847 $ 376,847
Common Stock
------------
750,111 Mattel, Inc. 8,875,245 18,846,539
----------- -----------
Total assets held by the
Mattel, Inc. Stock Fund $ 9,252,092 $19,223,386
=========== ===========
-12-
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1994 (CONTINUED)
- ----------------------------------------------------------
INSTITUTIONAL CAPITAL CORPORATION MANAGED ASSETS
------------------------------------------------
Par Value/ Market
Shares Description Cost Value
- ---------- ---------------------------------- ----------- -----------
<S> <C> <C> <C>
DIVERSIFIED FUND
Short-Term Investments
----------------------
345,681 Bankers Trust Company Short-Term
Investment Fund $ 345,681 $ 345,681
400,000 Coca-Cola Co. Discount Commercial
Paper, 5.961%, 01/25/95 397,713 397,713
Common Stock
------------
2,700 Allied Signal Inc. 87,410 91,800
10,800 American Home Products 692,492 677,700
18,700 AT&T Corporation 924,340 939,675
59,900 Canadian Pacific Ltd. 947,954 891,401
23,600 Carnival Corporation 502,137 501,500
10,800 Caterpillar Inc. 508,024 595,350
16,600 Chevron Corporation 698,339 740,775
17,650 Chrysler Corporation 808,242 864,850
27,700 Citicorp 867,675 1,146,088
46,600 Comcast Corp. Cl A 749,837 731,038
14,700 Deere & Company 1,001,681 973,875
44,800 Federated Dept. Stores 925,210 862,400
26,400 General Motors Corp. Cl H 884,458 920,700
22,750 Goodyear Tire & Rubber 834,771 764,969
13,800 Intel Corp. 852,960 881,475
11,000 ITT Corporation 952,818 974,875
27,500 LTV Corporation 534,291 446,875
18,000 Mallinckrodt Group Inc. 573,896 537,750
17,600 Mattel, Inc. 392,765 442,200
20,100 McDermott Int'l Inc. 512,031 497,475
5,000 McDonnell Douglas Corp. 518,676 710,000
12,650 Monsanto Company 974,465 891,825
38,600 National Med Enterprises 629,986 545,225
8,400 Nokia Corp. 386,375 630,000
-13-
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1994 (CONTINUED)
- ----------------------------------------------------------
INSTITUTIONAL CAPITAL CORPORATION MANAGED ASSETS
------------------------------------------------
Par Value/ Market
Shares Description Cost Value
- ---------- ---------------------------------- ----------- -----------
<S> <C> <C> <C>
Common Stock
------------
32,500 Phillips N V NY SHS ADR $ 836,249 $ 954,688
16,200 Ralston Purina Group 659,668 722,925
8,100 Raytheon Co. 510,316 517,388
163,600 RJR Nabisco Holdings 1,050,338 899,800
19,900 Sears Roebuck & Co. 892,149 915,400
25,500 Southern Pac Rail Corp. 470,940 462,187
25,300 Sun Inc. 754,483 727,375
20,200 Tenneco Inc. New 974,826 858,500
32,100 Times Mirror Co. Cl A 1,033,292 1,007,137
27,600 Time Warner Inc. 878,063 969,450
26,650 Travelers Inc. 1,039,964 866,125
12,000 Tribune Co. New 599,130 657,000
21,850 Union Pac Corp. 1,226,224 996,905
36,250 Unocal Corp. 990,198 987,812
22,600 UST Inc. 608,890 627,150
35,550 Waste Management Inc. 964,408 933,188
24,650 Weyerhaeuser Co. 998,723 924,375
----------- -----------
Total common stock 31,248,694 31,287,226
----------- -----------
Total assets held by the
Diversified Fund $31,992,088 $32,030,620
=========== ===========
</TABLE>
-14-
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1994 (1)
- -----------------------------------------------------------------
Identity of Description Purchase
Party Involved of Asset Price Transaction(s)
- -------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Single Transactions:
Fidelity Mgmt. Trust AMOCO Credit $ 1,492,296 1
Company (FMTC) Disc Note
CP 9/08/94
FMTC Dupont CP 1,192,480 1
10/27/94
FMTC AMOCO Corp - -
Disc Note
CP 8/04/94
FMTC Schering - -
Corp DN
9/01/94
Series of Transactions:
Fidelity Investments Magellan 3,521,579 182
(FI) Fund - -
FI Growth & 2,873,136 168
Income - -
Portfolio
FI Managed 41,003,314 88
Income - -
Portfolio
II
FI Managed 708,412 76
Income - -
Portfolio
FMTC AT&T Corp 923,687 5
FMTC American 139,125 1
Express Co. - -
FMTC American 871,211 7
Home - -
Products
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1994 (1)
- -----------------------------------------------------------------
Current
Expense Value of
Incurred Asset on
Identity of Description Selling With Cost of Transaction Net Gain
Party Involved of Asset Price Transactions Transaction Asset Date or (Loss)
- -------------------- ------------ ----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Single Transactions:
Fidelity Mgmt. Trust AMOCO Credit $ - - $ - $ 1,492,296 $ 1,492,296 $ -
Company (FMTC) Disc Note
CP 9/08/94
FMTC Dupont CP - - - 1,192,480 1,192,480 -
10/27/94
FMTC AMOCO Corp 1,490,329 1 - 1,490,329 1,490,329 -
Disc Note
CP 8/04/94
FMTC Schering 1,686,551 1 - 1,686,551 1,686,551 -
Corp DN
9/01/94
Series of Transactions:
Fidelity Investments Magellan - - - 3,521,579 3,521,579 -
(FI) Fund 1,274,831 116 - 1,295,228 1,274,831 (20,397)
FI Growth & - - - 2,873,136 2,873,136 -
Income 798,841 105 - 785,191 798,841 13,650
Portfolio
FI Managed - - - 41,003,314 41,003,314 -
Income 3,361,983 73 - 3,361,983 3,361,983 -
Portfolio
II
FI Managed - - - 708,412 708,412 -
Income 2,881,944 65 - 2,881,944 2,881,944 -
Portfolio
FMTC AT&T Corp - - 653 924,340 923,687 -
FMTC American - - 131 139,256 139,125 -
Express Co. 1,159,745 10 2,319 938,522 1,159,745 218,904
FMTC American - - 816 872,027 871,211 -
Home 184,962 2 125 179,535 184,962 5,302
Products
<FN>
(1) Computed based on the net asset value of the Plan at December 31, 1993
of $15,609,422.
-14-
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1994 (1) (CONTINUED)
- -----------------------------------------------------------------
Identity of Description Purchase
Party Involved of Asset Price Transaction(s)
- -------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Series of Transactions:
FMTC Bankers $10,869,543 54
Trust Co - -
STIF
FMTC Chevron 865,377 11
Corporation - -
FMTC Chrysler 340,697 4
Corporation - -
FMTC Deere & 1,000,844 14
Company
FMTC Disney Walt 450,564 5
Co Del - -
FMTC Elf Aquitaine 164,694 4
- -
FMTC Fidelity 4,514,125 61
Inst'l Cash - -
Portfolio
C1 A
FMTC Fleet Finl 195,627 3
Group - -
FMTC ITT Corp 1,124,009 8
- -
FMTC Loews Corp. 855,265 11
- -
FMTC Mattel, Inc. 1,754,508 21
- -
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1994 (1) (CONTINUED)
- -----------------------------------------------------------------
Current
Expense Value of
Incurred Asset on
Identity of Description Selling With Cost of Transaction Net Gain
Party Involved of Asset Price Transactions Transaction Asset Date or (Loss)
- -------------------- ------------ ----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
FMTC Bankers $ - - $ - $10,869,543 $10,869,543 $ -
Trust Co 14,336,399 68 - 14,336,399 14,336,399 -
STIF
FMTC Chevron - - 1,236 866,613 865,377 -
Corporation 172,850 3 106 168,274 172,850 4,470
FMTC Chrysler - - 277 340,974 340,697 -
Corporation 530,215 4 654 482,799 530,215 46,762
FMTC Deere & - - 837 1,001,681 1,000,844 -
Company
FMTC Disney Walt - - 513 451,077 450,564 -
Co Del 1,114,956 10 1,052 1,041,729 1,114,956 72,175
FMTC Elf Aquitaine - - 126 164,820 164,694 -
875,575 6 702 918,157 875,575 (43,284)
FMTC Fidelity - - - 4,514,125 4,514,125 -
Inst'l Cash 4,161,307 37 - 4,161,307 4,161,307 -
Portfolio
C1 A
FMTC Fleet Finl - - 219 195,846 195,627 -
Group 757,987 9 1,327 790,530 757,987 (33,870)
FMTC ITT Corp - - 609 1,124,618 1,124,009 -
1,168,091 6 894 1,060,349 1,168,091 106,848
FMTC Loews Corp. - - 582 855,847 855,265 -
855,377 6 610 855,847 855,377 (1,080)
FMTC Mattel, Inc. - - 1,658 1,756,166 1,754,508 -
871,121 14 1,182 367,438 871,121 502,501
<FN>
(1) Computed based on the net asset value of the Plan at December 31, 1993
of $15,609,422.
-15-
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1994 (1) (CONTINUED)
- -----------------------------------------------------------------
Identity of Description Purchase
Party Involved of Asset Price Transaction(s)
- -------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Series of Transactions:
FMTC McCaw $ 160,500 1
Cellular - -
Comm.
FMTC Mellon Bank 952,178 12
Corp. - -
FMTC Monsanto 973,793 12
Company
FMTC NationsBank 406,238 5
Corp - -
FMTC Nokia Corp. 579,064 13
- -
FMTC Ralston 784,781 17
Purina - -
Group
FMTC Raytheon Co. 314,948 5
- -
FMTC Santa Fe 413,024 1
Pacific Gold - -
Co.
FMTC Santa Fe 1,378,114 16
Pac Corp. - -
FMTC Sears 600,904 7
Roebuck & - -
Co.
FMTC Smithkline 120,225 1
Beecham - -
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1994 (1) (CONTINUED)
- -----------------------------------------------------------------
Current
Expense Value of
Incurred Asset on
Identity of Description Selling With Cost of Transaction Net Gain
Party Involved of Asset Price Transactions Transaction Asset Date or (Loss)
- -------------------- ------------ ----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
FMTC McCaw $ - - $ - $ 160,500 $ 160,500 $ -
Cellular 1,168,041 7 - 1,140,999 1,168,041 27,042
Comm.
FMTC Mellon Bank - - 949 953,127 952,178 -
Corp. 782,107 13 872 953,127 782,107 (171,892)
FMTC Monsanto - - 672 974,465 973,793 -
Company
FMTC NationsBank - - 392 406,630 406,238 -
Corp 872,006 5 1,103 880,963 872,006 (10,060)
FMTC Nokia Corp. - - 498 579,562 579,064 -
308,689 4 210 193,187 308,689 115,292
FMTC Ralston - - 1,120 785,901 784,781 -
Purina 136,779 4 145 126,233 136,779 10,401
Group
FMTC Raytheon Co. - - 187 315,135 314,948 -
548,298 5 289 541,817 548,298 6,192
FMTC Santa Fe - - - 413,024 413,024 -
Pacific Gold 421,848 5 676 413,024 421,848 8,148
Co.
FMTC Santa Fe - - 2,604 1,380,718 1,378,114 -
Pac Corp. 1,602,664 3 1,126 1,380,718 1,602,664 220,820
FMTC Sears - - 648 601,552 600,904 -
Roebuck & 331,721 2 419 305,347 331,721 25,955
Co.
FMTC Smithkline - - 105 120,330 120,225 -
Beecham 918,348 9 1,851 821,927 918,348 94,570
<FN>
(1) Computed based on the net asset value of the Plan at December 31, 1993
of $15,609,422.
</TABLE>
-16-
<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 by 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 audit 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
<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, 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, 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 29, 1995 -------------------------------
------------- James A. Eskridge, Director
<PAGE>
EXHIBIT 23.0
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 033-54391) of the Fisher-Price, Inc. Matching
Savings Plan, as amended, of our report dated June 9, 1995 appearing on
pages 2 and 3 of this Form 11-K.
/s/ Price Waterhouse LLP
- ------------------------
Buffalo, New York
June 29, 1995
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the Registration
Statement of Mattel, Inc. on Form S-8 (No. 033-54391) of our report
dated April 22, 1994, on our audit of the financial statements
of the Fisher-Price, Inc. Matching Savings Plan 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 LLP
- -------------------------
Boston, Massachusetts
June 28, 1995
<PAGE>
