SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. 1 )*
Mattel, Inc.
(Name of Issuer)
Series C Depository Shares
(Title of Class of Securities
677081706
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut
06836-2571, Tel: (203) 862-8000
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this 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 disclosures
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).<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Silverton International Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
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%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Partners L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
2,824,400
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,824,400
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,824,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.62%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Securities L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
2,824,400
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,824,400
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,824,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.62%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
2,824,400
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,824,400
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,824,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.62%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
This statement is filed pursuant to Rule 13d-2(b) with
respect to the Series C Depository Shares (the "Depository
Stock") of Mattel, Inc. (the "Issuer") beneficially owned by
the Reporting Persons as of February 1, 1999 and amends and
supplements the Schedule 13G dated October 20, 1998 (the
"Schedule 13G"). Except as set forth herein, the Schedule 13G
is unmodified.
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own an aggregate
of 2,824,400 shares of Depository Stock.
(b) Percent of class:
Each of Paloma Partners', Paloma Securities' and S.
Donald Sussman's aggregate beneficial ownership of
2,824,000 shares of Depository Stock constitutes
14.62% of all of the outstanding shares of
Depository Stock. Together, the Reporting Persons
have beneficial ownership of 14.62% of all of the
outstanding shares of Depository Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Each of Paloma Partners, Paloma
Securities and S. Donald Sussman has the sole power
to vote or direct the vote of 2,824,400 shares of
Depository Stock.
(ii)Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of
Each of Paloma Partners, Paloma
Securities and S. Donald Sussman has the sole power
to dispose or to direct the disposition of
2,824,400 shares of Depository Stock.
(iv) Shared power to dispose or to direct the
disposition of
Not applicable.<PAGE>
Item 10. Certification.
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: February 16, 1999
SILVERTON INTERNATIONAL FUND LIMITED
By: /s/ Garth Lorimer-Turner
Garth Lorimer-Turner,
President
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
by: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA SECURITIES L.L.C.
By: Paloma Partners Management Company
Managing Member
by: /s/ Michael J. Berner
Michael J. Berner,
Executive Vice President
/s/ S. Donald Sussman
S. Donald Sussman
