-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EoGEfFR+FBqlpkxzucav5+nQP+yT+3mYq2B0UnRMa3UkrgxxAqMSbMdAam2Q2rVe MXKjKf0F7tFbjDZsnXkrBg== 0000063276-96-000004.txt : 19960205 0000063276-96-000004.hdr.sgml : 19960205 ACCESSION NUMBER: 0000063276-96-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960202 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960202 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTEL INC /DE/ CENTRAL INDEX KEY: 0000063276 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 951567322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05647 FILM NUMBER: 96510779 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105244600 8-K 1 PRESS RELEASE RE: WITHDRAWAL OF MERGER PROPOSAL 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: February 2, 1996 MATTEL, INC. ------------ (Exact name of registrant as specified in its charter) Delaware 001-05647 95-1567322 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File No.) Identification No.) 333 Continental Boulevard, El Segundo, California 90245-5012 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 252-2000 ---------------------------- N/A - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events - ------- ------------ Mattel, Inc. hereby incorporates by reference herein its press release dated February 2, 1996, regarding the withdrawal of its merger proposal with Hasbro, Inc., a copy of which is included as Exhibit 99.0 attached hereto. Item 7. Financial Statements and Exhibits - ------- --------------------------------- (a) Financial statements of businesses acquired: None (b) Pro forma financial information: None (c) Exhibits: 99.0 Press release dated February 2, 1996. SIGNATURES ---------- 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 ------------------------- Leland P. Smith Assistant Secretary and Date: February 2, 1996 Assistant General Counsel ---------------- EX-99.0 2 PRESS RELEASE DATED FEBRUARY 2, 1996 FOR IMMEDIATE RELEASE CONTACT: Glenn Bozarth Mattel, Inc. (310) 252-3521 MATTEL WITHDRAWS MERGER PROPOSAL, WILL NOT PURSUE A COMBINATION WITH HASBRO ----------------------------------------- LOS ANGELES, February 2, 1996 -- Mattel, Inc. announced today that John W. Amerman, chairman and chief executive officer of Mattel, has sent a letter to Alan G. Hassenfeld, chairman and chief executive officer of Hasbro, Inc., withdrawing Mattel's merger proposal and saying it will not pursue a combination with Hasbro. A complete text of Mr. Amerman's letter to Mr. Hassenfeld follows: February 2, 1996 Mr. Alan G. Hassenfeld Chairman of the Board, President and Chief Executive Officer HASBRO, INC. 1027 Newport Avenue Pawtucket, Rhode Island 02862-1059 Dear Alan: When I communicated Mattel's merger proposal to you in our telephone conversation on January 16, I felt strongly that the merger could be quickly consummated, based on prior conversations between our two companies in 1995 and as a result of antitrust advice from our experts. I thought that we were moving in a positive direction during the meetings held on Sunday, January 21 through Tuesday, January 23, particularly when it seemed that we had reconciled most significant issues. -more- 2-2-2-2-2 In the days following rejection of Mattel's proposal by your Board of Directors on Tuesday, January 23, Hasbro has failed to address the merits of the merger for its shareholders. Clearly, a premium of over $2.2 billion to Hasbro shareholders, together with the prospects for future growth of this combined entity, would have been outstanding. Despite this, you elected to take drastic steps, both politically and through the media, to greatly increase the difficulty of achieving a merger in a timely manner. Unfortunately, your "scorched earth" campaign has created an intolerable climate. By acting in this manner, you have also placed Hasbro in a position from which you cannot easily retreat, even if you now wish to do so. I told you and your advisors from the inception that we would only proceed with this transaction on a friendly basis. This is why we recommended a joint antitrust review last spring. You may recall that we shared with you at that time the favorable views of our economist and counsel. During the entire antitrust review process, we readily understood and communicated to your advisors that curative action could very likely be required. We certainly would not have suggested the $100 million break-up fee if we had real doubt about our ability to complete the merger. Naturally, the precise nature of such action could not be finalized without the benefit of detailed information and input from both sides. Although we remain confident that the transaction would ultimately be approved by regulatory authorities, we concluded that a transaction between the two companies could only be effected within a reasonable time period if it had your cooperation. Since we have not received any responses from Hasbro to the invitations for further discussions which I extended in my letters to you and in my letter to your outside Board members, it is clear such cooperation is not forthcoming. While we owed it to Mattel shareholders to pursue this excellent opportunity, we have an even stronger obligation to them to withdraw our proposal given your unbending stance. Accordingly, our proposal is hereby withdrawn. In making this decision, I am taking into consideration the strong relationships with our valued customers, partners and loyal employees, all of whom could be adversely affected by a lengthy battle. Sincerely yours, MATTEL, INC. John W. Amerman Chairman and Chief Executive Officer cc: Hasbro Board of Directors -###- -----END PRIVACY-ENHANCED MESSAGE-----