UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
MATTEL, INC.
--------------------------
(Name of Issuer)
$0.4125 Depositary Shares, each representing
one-twenty-fifth (1/25) of a share of Series C
Mandatorily Convertible Redeemable Preferred
Stock, $0.10 par value
---------------------------------------------
(Title of Class of Securities)
577081706
-------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. 577081706 Page 2 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 2,932,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 2,932,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,932,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
17.5%
12 Type of Reporting Person*
BD, IA, PN
<PAGE>
SCHEDULE 13G
CUSIP No. 577081706 Page 3 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,932,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,932,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
SCHEDULE 13G
CUSIP No. 577081706 Page 4 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,932,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,932,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
Page 5
Item 1(a) Name of Issuer:
Mattel, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
333 Continental Blvd., El Segundo, CA 90245-5012.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of the following reporting
persons (the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P.
("Angelo, Gordon"), (ii) John M. Angelo, in his capacities as a
general partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, and the chief executive officer of Angelo, Gordon
and (iii) Michael L. Gordon, in his capacities as the other
general partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, and the chief operating officer of Angelo,
Gordon.
Item 2(b) Address of Principal Business Office or, if none, Residence:
(i) The principal business office of Angelo, Gordon is located at 245
Park Avenue, New York, NY 10167.
(ii) The address of the principal business office of Mr. Angelo is 245
Park Avenue, New York, NY 10167.
(iii) The address of the principal business office of Mr. Gordon is 245
Park Avenue, New York, NY 10167.
Item 2(c) Citizenship:
(i) Angelo, Gordon is a Delaware limited partnership.
(ii) Mr. Angelo is a citizen of the United States.
(iii) Mr. Gordon is a citizen of the United States.
Item 2(d) Title of Class of Securities:
$0.4125 Depositary Shares, each representing one-twenty-fifth
(1/25) of a share of Series C Mandatorily Convertible Redeemable
Preferred Stock, $0.10 par value (the "Shares").
Item 2(e) CUSIP Number:
577081706
<PAGE>
Page 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(i) Angelo, Gordon is a broker-dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(ii) Mr. Angelo is a "parent holding company."
(iii) Mr. Gordon is a "parent holding company."
Item 4. Ownership:
(a) Amount Beneficially Owned:
(i) As of March 31, 1997, Angelo, Gordon may be deemed to be the
beneficial owner of 2,932,000 Shares as a result of voting and
dispositive powers that it held with respect to 503,500 Shares it
held for its own account and 2,428,500 Shares held for the
account of fourteen private investment funds and managed accounts
for which it acts as general partner and/or investment adviser.
(ii) Mr. Angelo may be considered a beneficial owner of the 2,932,000
Shares deemed to be beneficially owned by Angelo, Gordon referred
to in paragraph (a)(i) above. Mr. Angelo is the chief executive
officer of Angelo, Gordon and is a general partner of AG
Partners, L.P., the sole general partner of Angelo, Gordon.
(iii) Mr. Gordon may be considered a beneficial owner of the 2,932,000
Shares deemed to be beneficially owned by Angelo, Gordon referred
to in paragraph (a)(i) above. Mr. Gordon is the chief operating
officer of Angelo, Gordon and is the other general partner of AG
Partners, L.P., the sole general partner of Angelo, Gordon.
(b) Percent of Class:
The number of Shares beneficially owned by Angelo, Gordon
constitute 17.5% of the total number of Shares outstanding.
<PAGE>
Page 7
(c) Number of shares as to which such person has:
Angelo,Gordon Mr. Angelo Mr. Gordon
------------- ---------- ----------
(i) sole power to vote or to
direct the vote: 2,932,000 0 0
(ii) shared power to vote or
to direct the vote: 0 2,932,000 2,932,000
(iii) sole power to dispose or
to direct the disposition of: 2,932,000 0 0
(iv) shared power to dispose or
to direct the disposition of: 0 2,932,000 2,932,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The limited partners of (or investors in) each of fourteen funds
for which Angelo, Gordon acts as general partner and/or
investment adviser have the right to participate in the receipt
of dividends from, or proceeds from the sale of, securities held
by their respective funds in accordance with their respective
limited partnership interests (or investment percentages) in
their respective funds.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported On by the Parent Holding
Company:
See Exhibit B.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of such person's knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as
a participant in any transaction having such purposes or effect.
<PAGE>
Page 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 10, 1997 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
-----------------------------
Name: Michael L. Gordon
Title:General Partner
Dated: April 10, 1997 /S/ JOHN M. ANGELO
---------------------------------------
JOHN M. ANGELO
Dated: April 10, 1997 /S/ MICHAEL L. GORDON
---------------------------------------
MICHAEL L. GORDON
<PAGE>
Page 9
EXHIBITS
Page
------
A. Joint Filing Agreement, dated April 10, 1997, by and among
Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr.
Michael L. Gordon ..................................................10
B. Item 7 disclosure ..................................................11
Page 10
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the $0.4125 Depositary Shares of Mattel, Inc. dated April 10,
1997 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: April 10, 1997 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
-----------------------------
Name: Michael L. Gordon
Title:General Partner
Dated: April 10, 1997 /S/ JOHN M. ANGELO
---------------------------------------
JOHN M. ANGELO
Dated: April 10, 1997 /S/ MICHAEL L. GORDON
---------------------------------------
MICHAEL L. GORDON
Page 11
EXHIBIT B
ITEM 7
Angelo, Gordon is the relevant subsidiary for which Mr. Angelo and Mr.
Gordon may each be considered a "parent holding company."
Angelo, Gordon is a broker-dealer registered under Section 15 of the
Act and an investment adviser registered under the Investment Advisers Act of
1940.
