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: July 22, 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. ("Mattel") hereby amends the description of
its common stock contained in a Form 8-A declared effective
on August 2, 1963. The amended description is as follows:
Mattel's authorized capital stock as of the date hereof
consists of 300,000,000 shares of common stock, $1.00
par value per share (the "Common Stock"), 3,000,000
shares of preferred stock, $1.00 par value per share
(the "Preferred Stock"), and 20,000,000 shares of
preference stock, $.01 par value per share (the
"Preference Stock"). Mattel does not presently have
outstanding, and Mattel's Certificate of Incorporation
does not authorize, any other classes of capital stock.
Holders of shares of Common Stock have no preemptive,
redemption or conversion rights. The holders of Common
Stock are entitled to receive dividends when and as
declared by the Mattel Board of Directors out of funds
legally available therefor. Upon liquidation, dissolution
or winding up of Mattel, the holders of Common Stock may
share ratably in the net assets of Mattel and liquidating
distributions to holders of Preferred Stock or Preference
Stock, if any. Each holder of Common Stock is entitled
to one vote per share of Common Stock held of record by
such holder and may cumulate its votes in the election of
directors. As of June 30, 1996, there were 279,057,614
shares of Common Stock issued, as adjusted to reflect the
five-for-four stock split payable as a stock dividend
declared February 6, 1996. Each outstanding share of Common
Stock is accompanied by a right to purchase one one-hundredth
(128/37,500ths as adjusted to reflect a series of stock splits)
of a share of Mattel Series E Junior Participating Preference
Stock, $.01 par value per share. The registrar and transfer
agent for the Common Stock is the First National Bank of
Boston.
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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 General Counsel
Date: July 22, 1996 and Assistant Secretary
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