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: February 1, 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)
<PAGE>
Item 5. Other Events
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Mattel, Inc. hereby incorporates by reference herein its
press release dated January 30, 1996, regarding the proposed
resumption of meetings between Mattel and Hasbro, Inc., 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 30, 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: February 1, 1996 Assistant General Counsel
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<PAGE>
FOR IMMEDIATE RELEASE CONTACT: Glenn Bozarth
Mattel, Inc.
(310) 252-3521
MATTEL CHAIRMAN AGAIN URGES CHAIRMAN OF HASBRO
TO RESUME MEETINGS
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LOS ANGELES, January 30, 1996 -- Mattel, Inc. today announced that John W.
Amerman, the company's chairman and chief executive officer, has written to
Alan G. Hassenfeld, chairman and chief executive officer of Hasbro, Inc.,
again suggesting that the two companies resume meetings.
A complete text of Mr. Amerman's letter to Mr. Hassenfeld follows:
-more-
<PAGE>
2-2-2-2-2
January 30, 1996
Mr. Alan G. Hassenfeld
Chairman of the Board, President and
Chief Executive Officer
HASBRO, INC.
1027 Newport Avenue
Pawtucket, Rhode Island 02862-1059
Dear Alan:
Mattel's advisors have now had an opportunity to analyze, in detail,
Hasbro's antitrust position which was summarized in the document you
distributed following your conference call last Thursday. I am advised
that the document neglects to mention one major point ... namely, that in
four of the five cases cited in the document, the transactions were
successfully consummated. To me, that says it all!
As you can appreciate, Mattel has not taken the antitrust issues
lightly, particularly in light of the current FTC inquiry. We asked our
counsel to review all the issues in an objective manner. On the basis of
that review, we are very much satisfied that the transaction can be
accomplished. Otherwise, we would not have proposed to protect Hasbro with
a $100 million payment in the event of non-consummation for antitrust
reasons.
I have noted with interest that at the upcoming spring meeting of the
Antitrust Law Section of the American Bar Association, the program will
include a panel discussion titled "Competitor Merger Attacks: Strategies
and Realities." A description of this panel discussion states that it will
deal with "substantive arguments by competitors seeking to derail
acquisitions by their rival." I find it most interesting that the two
private sector speakers in this program are representatives from your law
firms, including one individual who is working specifically in your behalf.
Alan, it is incumbent on both of us to finalize this transaction so
that your shareholders can receive a premium of over $2.2 billion. As we
have noted over the past three trading sessions, the market has warmly
embraced the transaction. I genuinely believe that by working together our
advisors will be able to use their expertise to address any antitrust
issues.
I do look forward to talking with you in the very near term so that
Hasbro and Mattel can resume what I view to have been constructive meetings
that were leading to creating value for both Hasbro and Mattel
shareholders.
Sincerely yours,
MATTEL, INC.
John W. Amerman
Chairman and Chief Executive
Officer
cc: Hasbro Board of Directors
