SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Mattel, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-1567322
(State of incorporation or organization) (IRS Employer
Identification No.)
333 Continental Boulevard, El Segundo, California 90245-5012
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
10-1/8% Senior Subordinated New York Stock Exchange
Notes due August 15, 2002
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGIS-
TERED.
Reference is made to the description of the 10-1/8%
Senior Subordinated Notes due August 15, 2002 (the "Notes") set
forth under the caption "Description of Notes and Guarantee" in
the Prospectus dated August 24, 1992, filed as part of a
Registration Statement on Form S-3 of Tyco Toys, Inc. ("Tyco")
(Registration No. 33-49592) pursuant to the Securities Act of
1933, as amended. Such description under such caption is
hereby incorporated by reference. Such description of the
Notes is subject to the following:
The Notes are subject to (a) an Indenture, dated as of August
15, 1992, among Tyco, certain subsidiaries of Tyco, as Guar-
antors, and NationsBank of Virginia, N.A. ("NationsBank"), as
trustee (the "Indenture"), (b) a Supplemental Indenture, dated
October 17, 1992, among Tyco, NationsBank, as trustee, and cer-
tain subsidiaries of Tyco, as Additional Guarantors (the "First
Supplemental Indenture"), (c) a second Supplemental Indenture,
dated June 8, 1993, among Tyco, NationsBank, as trustee, and
certain subsidiaries of Tyco, as Additional Guarantors (the
"Second Supplemental Indenture"), and (d) an Agreement of
Successorship, dated January 14, 1994, by and among Tyco,
NationsBank, as resigning trustee, and Bankers Trust Company,
as successor trustee (the "Successorship Agreement"). The
Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture and the Successorship Agreement are
attached hereto as Exhibits 1, 2, 3 and 4, respectively, and
are each incorporated herein by reference in their entirety.
In addition, in the event Tyco is merged with the registrant
pursuant to that certain Agreement and Plan of Merger, dated as
of November 17, 1996, as amended as of November 22, 1996, by
and among the registrant, a wholly owned subsidiary of the
registrant, and Tyco, the Notes will be subject to a Third
Supplemental Indenture, dated on or about March 27, 1997, by
and among the registrant, Tyco, the Guarantors (as defined in
the Indenture) and Bankers Trust Company, as trustee, pursuant
to which the registrant will expressly assume all of the
obligations of Tyco under the Indenture (as supplemented from
time to time). The form of Third Supplemental Indenture is
attached hereto as Exhibit 5 and is incorporated herein by
reference in its entirety.
-2-<PAGE>
ITEM 2. EXHIBITS.
No. Document
2.1 Form of Indenture, dated as of August 15, 1992,
between Tyco, certain subsidiaries of Tyco, as
Guarantors, and NationsBank, as trustee
(incorporated by reference to Exhibit 4.1a to
Amendment No.1 to Tyco's Registration Statement on
Form S-3 (Registration No. 33-49592) filed August 5,
1992). The form of the Notes is included in the
Indenture.
2.2 Supplemental Indenture, dated June 8, 1993, among
Tyco, NationsBank, as trustee, and certain
subsidiaries of Tyco, as Additional Guarantors (as
defined therein) (incorporated by reference to
Exhibit 4.3 to Tyco's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993).
2.3 Supplemental Indenture, dated October 17, 1992, by
and among Tyco, NationsBank, as trustee, and certain
subsidiaries of Tyco, as Additional Guarantors (as
defined therein) (incorporated by reference to
Exhibit 4.4 to Tyco's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993).
2.4 Agreement of Successorship, dated January 14, 1994,
by and among Tyco, NationsBank, as resigning trustee,
and Bankers Trust Company, as successor trustee
(incorporated by reference to Exhibit 4.5 to Tyco's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).
2.5* Form of Third Supplemental Indenture, by and among
the registrant, Tyco, the Guarantors (as defined in
the Indenture) and Bankers Trust Company, as trustee.
_____________________
* Filed herewith.
-3-<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
MATTEL, INC.
Registrant
Date: March 26, 1997 By: /s/ Robert Normile
Name: Robert Normile
Title: Vice President,
Assistant Secretary and
Assistant General Counsel
-4-
TYCO TOYS, INC.
as Issuer
and
Certain Subsidiaries of Tyco Toys, Inc.
as Guarantors
MATTEL, INC.
as successor to the Issuer
and
Bankers Trust Company
as Trustee
____________________________
Form of
THIRD SUPPLEMENTAL INDENTURE
Dated as of March 27, 1997
____________________________
$126,500,000
10-1/8% Senior Subordinated Notes
due August 15, 2002
<PAGE>
THIRD SUPPLEMENTAL INDENTURE dated as of March 27,
1997 (the "Third Supplement"), among Tyco Toys, Inc., a
corporation organized under the laws of the State of Delaware
(the "Company"), certain subsidiaries of the Company, as
guarantors, Mattel, Inc., a corporation organized under the
laws of the State of Delaware ("Mattel"), and Bankers Trust
Company, a New York banking corporation (as successor to
NationsBank of Virginia, N.A.), as Trustee (the "Trustee").
WHEREAS, the Company, certain subsidiaries of the
Company, as guarantors, and the Trustee have entered into an
Indenture, dated as of August 15, 1992 (as amended and
supplemented, the "Indenture"), as amended by that certain
Supplemental Indenture, dated as of October 17, 1992, and by
that certain Supplemental Indenture, dated as of June 8, 1993,
and that certain Agreement of Successorship, dated as of
January 14, 1994, by and among the Company, NationsBank of
Virginia, N.A., as resigning trustee, and Bankers Trust
Company, as successor trustee (the "Successorship Agreement"),
providing for the issuance of 10-1/8% Senior Subordinated Notes
due August 15, 2002 (the "Securities"), in the aggregate
principal amount of $126,500,000 (the subsidiaries of the
Company named in the Indenture as Guarantors or Additional
Guarantors are hereinafter referred to as the "Guarantors");
WHEREAS, pursuant to the Successorship Agreement,
Bankers Trust Company has succeeded Nations Bank of Virginia,
N.A. as Trustee under the Indenture; and
WHEREAS, the Company, Mattel and a wholly owned
subsidiary of Mattel have entered into an Agreement and Plan of
Merger, dated as of November 17, 1996, as amended as of
November 22, 1996 (as amended, the "Merger Agreement"),
pursuant to which the Company will merge with and into Mattel
(the "Merger");
WHEREAS, Section 5.01 of the Indenture permits the
Company to merge with another corporation provided certain
terms and conditions are satisfied;
WHEREAS, Section 9.01 of the Indenture authorizes the
Company and the Trustee to enter into a supplemental indenture
without the consent of any Securityholders, to, among other
things, comply with Section 5.01 of the Indenture as well as to
make any change that does not adversely affect the rights of
any Securityholder;
WHEREAS, the Company has furnished the Trustee with
(i) an officer's certificate to the effects set forth in
Section 5.01 of the Indenture (the "Officer's Certificate") and
(ii) an opinion of counsel to the Company (the "Opinion of
Counsel") stating that the Merger and this Third Supplement
will, upon consummation of the Merger, comply with the
Indenture;
WHEREAS, pursuant to Section 9.06 of the Indenture
the Trustee shall be fully protected in relying upon the
Officer's Certificate and Opinion of Counsel provided to it as
1<PAGE>
conclusive evidence that this Third Supplement is permitted by
the Indenture, is not inconsistent with the Indenture and will
be valid and binding upon the Company, Mattel and the
Guarantors in accordance with its terms; and
WHEREAS, all things necessary to make this Third Sup-
plement a valid supplement of the Indenture have been
satisfied;
NOW, THEREFORE, each party hereto agrees as follows
for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Securities.
SECTION 1. Definitions.
Except as otherwise specified herein, each capital-
ized term used herein but not otherwise defined shall have the
meaning ascribed to it in the Indenture.
SECTION 2. Assumption of Obligations.
(a) Mattel hereby assumes, from and after the
Effective Time, all the respective obligations of the Company
under the Securities and the Indenture.
(b) The resolutions adopted by the Board of
Directors of Mattel in connection with this Third Supplement
and the assumption of obligations provided for herein are
attached as Annex A hereto.
SECTION 3. Successor.
All references to "Tyco Toys, Inc." or to "Tyco"
(other than the use of the word "Tyco" in the name of any
Guarantor) contained in the Indenture (including any exhibit,
annex or attachment thereto but excluding the signature page)
and relating to any time period subsequent to the Effective
Time, are hereby amended to be references to Mattel, Inc., and
all references to the defined term "Company" contained in
Indenture (including any exhibit, annex or attachment thereto)
shall be references to Mattel, Inc.
2<PAGE>
SECTION 4. Definitions.
(a) The definition of the term "Common Stock" in
Section 1.01 of the Indenture is hereby amended to read in its
entirety as follows:
"Common Stock" means the common stock, par value
$1.00 per share, of the Company.
(b) The following term shall be added to Section
1.01 of the Indenture in its appropriate location in
alphabetical order:
"Effective Time" has the meaning ascribed to it
in that certain Agreement and Plan of Merger, dated as of
November 17, 1996, and amended as of November 22, 1996, by
and among Mattel, Inc., a wholly owned subsidiary of
Mattel, Inc., and Tyco Toys, Inc.
SECTION 5. Notification.
The provisions of Section 12.02 of the Indenture
following the fourth full paragraph thereof are hereby deleted
in their entirety and the following provisions are hereby
substituted therefor:
All notices or communications shall be in writing.
The Company's address is:
Mattel, Inc.
333 Continental Boulevard
El Segundo, California 90245-5012
Attn: General Counsel
The Guarantors' address is:
c/o Mattel, Inc.
333 Continental Boulevard
El Segundo, California 90245-5012
Attn: General Counsel
The Trustee's address is:
Bankers Trust Company
Corporate Trust and Agency Group
4 Albany Street
New York, NY 10006
Attn: Corporate Market Services
3<PAGE>
SECTION 6. Ratification; Construction.
As amended by this Third Supplement, the Indenture
is in all respects ratified and confirmed, and, as so
supplemented by this Third Supplement, shall be read, taken and
construed as one and the same instrument.
SECTION 7. Notices.
Any notice or communication pursuant to this Third
Supplement shall be given as provided in Section 12.02 of the
Indenture. Any notice or communication to any of the
Guarantors shall be to the address of the Guarantors set forth
in Section 12.02 of the Indenture.
SECTION 8. Governing Law.
This Third Supplement shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws. Mattel
agrees to submit to the jurisdiction of the State of New York,
or a United States Federal Court sitting in the State of New
York, in any action or proceeding arising out of or relating to
this Third Supplement, the Indenture, or the Securities.
SECTION 9. Heading; Miscellaneous.
The headings of this Third Supplement have been
inserted for convenience of reference only, are not to be con-
sidered a part hereof and shall in no way modify or restrict
any of the terms or provisions hereof.
SECTION 10. Counterparts.
This Third Supplement may be executed in one or
more counterparts, all of which shall be considered one and the
same and each of which shall be deemed an original.
SECTION 11. Effectiveness.
This Third Supplement shall become a legally
effective and binding instrument upon the later of (i)
execution and delivery hereof by all parties hereto and (ii)
the Effective Time.
4<PAGE>
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplement to be duly executed and attested, all as
of the day and year first above written.
MATTEL, INC.
By:
Name:
Title:
Attest:
Name:
Title:
TYCO TOYS, INC.
By:
Name:
Title:
Attest:
Name:
Title:<PAGE>
TYCO INDUSTRIES, INC.
VIEW-MASTER MANUFACTURING, INC.
TYCO TOYS (CANADA) INC.
TYCO TOYS (UK) LIMITED
TYCO TOYS (FRANCE) S.A.
TYCO TOYS (ESPANA) S.A.
TYCO TOYS (BENELUX) N.V.
TYCO TOYS (DEUTSCHLAND) GMBH
TYCO TOYS ITALY S.P.A.
PLAYTIME PRODUCTS, INC.
PLAYTIME TOYS U.K. LIMITED
ILLCO TOY CO. U.S.A., INC.
MATCHBOX TOYS Limited.
MATCHBOX TOYS PTY. LTD.
MATCHBOX TOYS SPIELWAREN, GmbH.
TYCO TOYS (SWITZERLAND) AG
TYCO TOYS (OESTERREICH) GmbH
TYCO TOYS (NEW ZEALAND) Ltd.
MATCHBOX COLLECTIBLES (U.K.) Ltd.
MATCHBOX COLLECTIBLES
(Deutschland) GmbH.
MATCHBOX COLLECTIBLES, INC.
CRONER - TYCO PTY. Ltd. and
ENSUENO - TYCO TOYS de
MEXICO S.A. de C.V.
as Guarantors
By:
Name:
Title: Authorized Signatory
Attest:
Name:
Title:
BANKERS TRUST COMPANY
as Trustee
By:
Name:
Title:
Attest:
Name:
Title:
