<PAGE>
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: March 19, 1997
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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In connection with the Registration Statement on Form S-3 (No. 333-01307) of
Mattel, Inc. (the "Company") pertaining to the issuance of up to $350,000,000 in
aggregate amount of various types of the Company's securities, the Company
hereby incorporates by reference the "Description of Capital Stock of Mattel"
set forth on pages 55 through 66, inclusive, of the Company's Registration
Statement on Form S-4 (No. 333-21785) under the Securities Act of 1933, as
amended, pertaining to the Company's acquisition (the "Acquisition") of Tyco
Toys, Inc. ("Tyco") and related transactions. Among other things, such
description of the Company's capital stock sets forth the rights, preferences
and provisions of the Company's Series B Preferred Stock and Series C
Mandatorily Convertible Redeemable Preferred Stock, shares of which are proposed
to be issued upon the consummation of the Acquisition in exchange for
outstanding shares of Tyco preferred stock.
The following table sets forth the Company's unaudited ratios of earnings to
fixed charges and earnings to combined fixed charges and preferred stock
dividends for the periods indicated.
<TABLE>
<CAPTION>
For the Years Ended December 31, (a)
-------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges (b) 6.88 7.01 6.88 4.20 4.51
Ratio of earnings to combined
fixed charges and preferred
stock dividends (b) 6.88 6.76 6.43 3.94 4.25
</TABLE>
(a) The consolidated ratios of earnings to fixed charges and earnings to
combined fixed charges and preferred stock dividends for 1993 and 1992 has
been restated for the effects of the November 1993 merger of Fisher-Price,
Inc. into a wholly-owned subsidiary of the Company, accounted for as a
pooling of interests.
(b) The ratio of earnings to fixed charges is computed by dividing income
before taxes, extraordinary items, cumulative effect of changes in
accounting principles, fixed charges, minority interest and undistributed
income of less-than-majority-owned affiliates (as used in this footnote
(b), "earnings") by fixed charges. Fixed charges are the sum of interest
costs (whether expensed or capitalized) and the portion of aggregate rental
expense (one-third) which is estimated to represent the interest factor in
such rentals. The ratio of earnings to combined fixed charges and preferred
stock dividends is computed by dividing earnings by the sum of fixed
charges plus dividends on the Company's outstanding shares of preferred
stock during the indicated period. The Company currently has no outstanding
shares of preferred stock.
2
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit 12 Statement Re: Computation of Ratios of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
99.1 Pages 55 to 66, inclusive, of the Company's Registration Statement on
Form S-4 (No. 333-21785) filed February 14, 1997 (incorporated by
reference to such registration statement)
3
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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 Secretary and
Date: March 19, 1997 Assistant General Counsel
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EXHIBIT 12
(PAGE 1 OF 2)
MATTEL, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(AMOUNTS IN THOUSANDS, EXCEPT RATIOS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, (a)
----------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
EARNINGS AVAILABLE FOR FIXED CHARGES:
Income before income taxes, cumulative effect of $545,741 $532,902 $393,632 $236,646 $282,945
changes in accounting principles and extraordinary item
Less (plus) minority interest and
undistributed income (loss)
of less-than-majority-owned
affiliates, net 317 197 215 124 (23)
Add:
Interest expense 75,529 73,589 55,449 62,614 68,716
Appropriate portion of rents (b) 15,213 14,276 11,242 11,276 11,898
-------- -------- -------- -------- --------
Earnings available for fixed charges $636,800 $620,964 $460,538 $310,660 $363,536
======== ======== ======== ======== ========
FIXED CHARGES:
Interest expense $ 75,529 $ 73,589 $ 55,449 $ 62,614 $ 68,716
Capitalized interest 1,789 693 285 -- --
Appropriate portion of rents (b) 15,213 14,276 11,242 11,276 11,898
-------- -------- -------- -------- --------
Fixed charges $ 92,531 $ 88,558 $ 66,976 $ 73,890 $ 80,614
======== ======== ======== ======== ========
Ratio of earnings to fixed charges
6.88X 7.01X 6.88X 4.20X 4.51X
======== ======== ======== ======== ========
</TABLE>
(a) Consolidated financial information for 1993 and 1992 has been restated for
the effects of the November 1993 merger of Fisher-Price, Inc. into a
wholly-owned subsidiary of the Company, accounted for as a pooling of
interests.
(b) Portion of rental expenses which is deemed representative of an interest
factor, not to exceed one-third of total expense.
<PAGE>
EXHIBIT 12
(Page 2 of 2)
MATTEL, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(AMOUNTS IN THOUSANDS, EXCEPT RATIOS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, (a)
--------------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
EARNINGS AVAILABLE FOR FIXED CHARGES:
Income before income taxes, cumulative effect of
changes in accounting principles and extraordinary item $545,741 $532,902 $393,632 $236,646 $282,945
Less (plus) minority interest and undistributed income
(loss) of less-than-majority-owned affiliates, net 317 197 215 124 (23)
Add:
Interest expense 75,529 73,589 55,449 62,614 68,716
Appropriate portion of rents (b) 15,213 14,276 11,242 11,276 11,898
-------- -------- -------- -------- --------
Earnings available for fixed charges $636,800 $620,964 $460,538 $310,660 $363,536
======== ======== ======== ======== ========
FIXED CHARGES:
Interest expense $ 75,529 $ 73,589 $55,449 $62,614 $68,716
Capitalized interest 1,789 693 285 - -
Dividends - Series F preference stock - 3,342 4,689 4,894 4,826
Appropriate portion of rents (b) 15,213 14,276 11,242 11,276 11,898
-------- -------- -------- -------- --------
Fixed charges $ 92,531 $ 91,900 $ 71,665 $ 78,784 $ 85,440
======== ======== ======== ======== ========
Ratio of earnings to fixed charges 6.88X 6.76X 6.43X 3.94X 4.25X
======== ======== ======== ======== ========
</TABLE>
(a) Consolidated financial information for 1993 and 1992 has been restated for
the effects of the November 1993 merger of Fisher-Price, Inc. into a wholly-
owned subsidiary of the Company, accounted for as a pooling of interests.
(b) Portion of rental expenses which is deemed representative of an interest
factor, not to exceed one-third of total rental expense.
