<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 13G
------------------
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.) 1
Mattel Inc.
(NAME OF ISSUER)
0.4125 7/01/00 Series C
Preferred Stock, Par Value $.01 per share
(TITLE OF CLASS OF SECURITIES)
577081706
(CUSIP NUMBER)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed.
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior
cover page.
The information required in 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).
<PAGE>
CUSIP No. 577081706 SCHEDULE 13G
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
D.E. Shaw Investments, L.P.
13-3470777
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
Number of Shares 5. Sole Voting Power
Beneficially 0
Owned by Each 6. Shared Voting Power
Reporting Person 436,300
With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
436,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
436,300
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
2.26%
12. Type of Reporting Person
BD
<PAGE>
CUSIP No. 577081706 SCHEDULE 13G
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
D.E. Shaw Securities, L.P.
13-3497780
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
Number of Shares 5. Sole Voting Power
Beneficially 0
Owned by Each 6. Shared Voting Power
Reporting Person 1,460,500
With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
1,460,500
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,460,500
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
7.56%
12. Type of Reporting Person
BD
<PAGE>
CUSIP No. 577081706 SCHEDULE 13G
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
David E. Shaw
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
Number of Shares 5. Sole Voting Power
Beneficially 0
Owned by Each 6. Shared Voting Power
Reporting Person 1,896,800
With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
1,896,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,896,800
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
9.82%
12. Type of Reporting Person
IN
<PAGE>
ITEM 1 (a) NAME OF ISSUER:
Mattel Inc. (the "Company")
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
333 Continental Blvd., El Segundo, CA 90245
ITEM 2 (a) NAME OF PERSON FILING:
D.E. Shaw Investments, L.P. ("Investments")
D.E. Shaw Securities, L.P. ("Securities")
David E. Shaw ("David Shaw")
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
120 West 45th Street, 39th Floor, Tower 45, New York, NY 10036
(c) CITIZENSHIP:
Investments is a limited partnership organized under the laws of
the State of Delaware.
Securities is a limited partnership organized under the laws of
the State of Delaware.
David Shaw is a citizen of the United States.
(d) TITLE OF CLASS OF SECURITIES:
0.4125 7/01/00 Series C Preferred Stock,
Par Value $.01 per share
(e) CUSIP NUMBER:
577081706
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person is a:
(a) [X] Broker or dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ ].
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
Investments: 436,300
Securities: 1,460,500
David Shaw: 1,896,800
(b) Percent of class:
Investments: 2.26%
Securities: 7.56%
David Shaw: 9.82% (based on 19,320,000 outstanding)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Investments: -0-
Securities: -0-
David Shaw: -0-
(ii) Shared power to vote or to direct the vote:
Investments: 1,896,800
Securities: 1,896,800
David Shaw: 1,896,800
David Shaw owns directly no shares. By reason of Rule 13d-3 under the
Securities Exchange Act of 1934 and by virtue of David Shaw's position
as President and sole shareholder of D. E. Shaw & Co., Inc., the
general partner of D. E. Shaw & Co., L.P., itself the general partner
of Investments and Securities, David Shaw may be deemed to own
beneficially 1,896,800 shares, comprising the 436,300 shares owned
directly by Investments and the 1,460,500 shares owned directly by
Securities. Therefore, David Shaw may be deemed to beneficially own
approximately 9.82% of the outstanding shares. David Shaw disclaims
beneficial ownership of such 1,896,800 shares.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
No person other than each respective owner and general partner referred
to herein is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale of, the
shares.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10 CERTIFICATION
By signing below D. E. Shaw Investments, L.P., D. E. Shaw Securities,
L.P. and David E. Shaw certify that, to the best of their knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business, 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>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
February 9, 1999
D. E. SHAW INVESTMENTS, L.P.
By: D. E. SHAW & CO., L.P.
General Partner
By: /s/ Daniel Fishbane
(Signature)
Daniel Fishbane/
Managing Director
(Name/Title)
D. E. SHAW SECURITIES, L.P.
By: D. E. SHAW & CO., L.P.
General Partner
By: /s/ Daniel Fishbane
(Signature)
Daniel Fishbane/
Managing Director
(Name/Title)
DAVID E. SHAW
By: /s/ Daniel Fishbane
Attorney-in-Fact
<PAGE>
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. A power of attorney, dated January 14, 1997, granted by
David Shaw in favor of Daniel Fishbane, is attached hereto.
February 9, 1999
D. E. Shaw Investments, L.P.
By: D. E. Shaw & Co., L.P. as
General Partner
By:
-----------------------
Daniel Fishbane
Managing Director
D. E. Shaw Securities, L.P.
By: D. E. Shaw & Co., L.P. as
General Partner
By:
-------------------------
Daniel Fishbane
Managing Director
David E. Shaw
By:
-------------------------
Daniel Fishbane
Attorney-in-Fact for David E. Shaw
<PAGE>
POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF
1934
I, David E. Shaw, hereby make, constitute and appoint each of:
Lou Salkind
Stu Steckler
Anne Dinning and
Danny Fishbane
Acting individually, as my agent and attorney-in-fact, with full power or
substitution, for the purpose of, from time to time, executing in my name, my
individual capacity and/or my capacity as President of D. E. Shaw & Co., Inc.
(acting for itself or as the general partner of D. E. Shaw & Co., L.P.) all
documents, certificates, instruments, statements, other filings and amendments
to the foregoing (collectively, "documents") determined by such person to be
necessary or appropriate to comply with ownership or control-person reporting
requirements imposed by any United States or non-United States governmental or
regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and
13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing or filing any such documents with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person's execution and delivery, furnishing or
filing of the applicable document.
This power of attorney shall be valid from the date hereof.
IN WITNESS WHEREOF, I have executed this instrument as of the date set forth
below.
Date: January 14, 1997
/s/ David E. Shaw
- -----------------
David E. Shaw
New York, New York
