SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 26, 1996
MATTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-05647 95-1567322
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 252-2000
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Mattel, Inc. hereby incorporates by reference herein its
press release dated January 26, 1996, regarding its response
to Hasbro, Inc. regarding the proposed merger, a copy of which
is included as Exhibit 99.0 attached hereto.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
99.0 Press release dated January 26, 1996.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MATTEL, INC.
Registrant
By: /s/ Leland P. Smith
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Leland P. Smith
Assistant Secretary and
Date: January 26, 1996 Assistant General Counsel
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<PAGE>
FOR IMMEDIATE RELEASE CONTACT: Glenn Bozarth
Mattel, Inc.
(310) 252-3521
MATTEL CHAIRMAN QUESTIONS HASBRO POSITION,
SAYS EARLIER INDICATIONS WERE THAT AGREEMENT WAS NEAR
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LOS ANGELES, January 26 -- Mattel, Inc. today announced that John W.
Amerman, the company's chairman and chief executive officer, has sent a
letter to Alan G. Hassenfeld, chairman and chief executive officer of
Hasbro, Inc., questioning Hasbro's current position regarding antitrust
issues given prior indications that agreement was near.
Specifically, Amerman said that Hasbro had previously taken a
different position regarding antitrust during a 1994 court proceeding. He
also said that as recently as last Sunday, Hasbro's advisors successfully
negotiated an increased exchange ratio of 1.67 shares for Hasbro
shareholders and agreed upon senior management roles. In addition, Amerman
said that Hasbro representatives on Tuesday indicated that the proposal
would be recommended by management to the Hasbro Board if Mattel would
increase the termination fee.
A complete text of Mr. Amerman's letter to Mr. Hassenfeld follows:
-more-
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2-2-2-2-2
January 26, 1996
Mr. Alan G. Hassenfeld
Chairman of the Board, President
and Chief Executive Officer
HASBRO, Inc.
1027 Newport Avenue
Pawtucket, RI 02862
Dear Alan:
Mattel's advisors have had an opportunity to consider the written material
you made publicly available last evening, as well as the comments made by
you and Sonny Gordon during yesterday's conference call with analysts. I
want to assure you that every issue raised orally or in writing by Hasbro
was carefully and thoughtfully considered by our advisors in reaching the
conclusion that a merger of our two companies can be accomplished without
compromising the economic benefits of the combination to our respective
shareholders. That continues to be our view.
I am puzzled by the position Hasbro has now taken regarding antitrust
concerns in view of the following:
1. While opposing a preliminary injunction proceeding brought in the
Southern District of New York in 1994, Hasbro and its economist
advocated an antitrust position very different from the position you
now espouse. In fact, the position taken by you and your economist in
that lawsuit would cause the transaction we are now proposing to fall
well within the antitrust "safe harbor" defined by the Federal Trade
Commission and the Antitrust Division of the Justice Department.
2. During the course of our intense negotiations this past Sunday,
A. Your advisors successfully negotiated on behalf of your
shareholders an exchange ratio of 1.67 shares of the merged
entity for each share of Hasbro. This was a material
improvement over our initial offer of 1.5 shares.
B. We discussed in detail your proposed position with the new
company and made clear that members of your senior management
would have significant ongoing roles. In fact, on Tuesday
morning it was agreed that you would become Co-Chairman of
Mattel-Hasbro.
-more-
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3-3-3-3-3
C. We offered a $100 million termination fee in the event antitrust
considerations might preclude the transaction from going forward.
All that purportedly separated us from reaching a final agreement was the
size and timing of the termination fee. We were told on Tuesday morning by
your representatives that, with a higher fee, the merger would be
recommended to your Board.
We believed then, as we believe now, that for the $2.2 billion premium to
your shareholders some element of risk of non- consummation of the
transaction is appropriate. We think that an offer to pay you $100 million
amply rewarded you for that risk. At no time did you ever take the
position that the transaction could not be consummated.
Alan, I have to think that if you truly believed that the transaction could
not be consummated you would not have directed your advisors to negotiate
all the other aspects of the transaction with us.
I remain absolutely confident that if Mattel and Hasbro join together in a
spirit of cooperation, any and all impediments to this transaction will be
eliminated. I urge you, for the sake of your shareholders, and so that we
can create the great company we both acknowledge the combination of our two
entities would produce, that you promptly sit down with us and negotiate
the execution of a definitive merger agreement. We will thereupon jointly
instruct our respective advisors to take all necessary steps to consummate
the union.
I look forward to a collaborative effort.
Sincerely,
MATTEL, INC.
John W. Amerman
Chairman of the Board and
Chief Executive Officer
cc: Hasbro Board of Directors
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