-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QbxYz+ZDPYedtOLycZ4ajssg6gr/bd2c6htSIsW9XHkggrh4xb5APluyknRNkENZ 2LT/rJ2P+iONBV6WD4ZzzQ== 0000063276-94-000024.txt : 19940708 0000063276-94-000024.hdr.sgml : 19940708 ACCESSION NUMBER: 0000063276-94-000024 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTEL INC /DE/ CENTRAL INDEX KEY: 0000063276 STANDARD INDUSTRIAL CLASSIFICATION: 3944 IRS NUMBER: 951567322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05647 FILM NUMBER: 94536334 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105244600 11-K 1 FISHER-PRICE MSP 1993 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K (Mark One) [X] Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 [Fee Required] for the fiscal year ended December 31, 1993. [_] Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from _________ to _________. Commission File Number 001-10783 - - --------------------------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: FISHER-PRICE, INC. MATCHING SAVINGS PLAN 636 GIRARD AVENUE EAST AURORA, NEW YORK 14052 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MATTEL, INC. 333 CONTINENTAL BOULEVARD EL SEGUNDO, CALIFORNIA 90245-5012 [Coopers & Lybrand letterhead] REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants and Plan Administrator of the Fisher-Price, Inc. Matching Savings Plan We have audited the accompanying statements of net assets available for plan benefits of the Fisher-Price, Inc. Matching Savings Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Fisher-Price, Inc. Matching Savings Plan as of December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes at December 31, 1993, and reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ Coopers & Lybrand - - --------------------- Rochester, New York April 22, 1994 1
FISHER-PRICE, INC. MATCHING SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993 Growth & Managed Income Income Mattel, Inc. Magellan Portfolio Portfolio Employee Stock Fund Fund Fund Fund Loans Total ------------ ------------ ------------ ------------ ------------ ------------ Investments, at fair market value: Mattel, Inc. common stock (103,127 shares, cost $1,939,827) $ 2,848,888 $ 2,848,888 Fidelity Magellan Fund (78,768 shares, cost $5,378,999) $ 5,580,729 5,580,729 Fidelity Growth & Income Portfolio (209,022 shares, cost $4,391,360) $ 4,644,471 4,644,471 Fidelity Managed Income Portfolio (2,173,532 shares, cost $2,173,532) $ 2,173,532 2,173,532 Loans receivable $ 361,802 361,802 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits $ 2,848,888 $ 5,580,729 $ 4,644,471 $ 2,173,532 $ 361,802 $ 15,609,422 ============ ============ ============ ============ ============ ============ The accompanying notes are an integral part of the financial statements.
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FISHER-PRICE, INC. MATCHING SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1992 Growth & Managed Income Income Fisher-Price Magellan Portfolio Portfolio Employee Stock Fund Fund Fund Fund Loans Total ------------ ------------ ------------ ------------ ------------ ------------ Investments, at fair market value: Fisher-Price, Inc. common stock (47,793 shares, cost $993,349) $ 1,200,798 $ 1,200,798 Fidelity Magellan Fund (37,809 shares, cost $2,492,559) $ 2,382,338 2,382,338 Fidelity Growth & Income Portfolio (87,200 shares, cost $1,772,185) $ 1,718,724 1,718,724 Fidelity Managed Income Portfolio (1,280,664 shares, cost $1,280,664) $ 1,280,664 1,280,664 Contribution receivable 132,348 252,313 237,109 135,230 757,000 Loans receivable $ 29,251 29,251 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits $ 1,333,146 $ 2,634,651 $ 1,955,833 $ 1,415,894 $ 29,251 $ 7,368,775 ============ ============ ============ ============ ============ ============ The accompanying notes are an integral part of the financial statements.
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FISHER-PRICE, INC. MATCHING SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993 Growth & Managed Income Income Mattel, Inc. Magellan Portfolio Portfolio Employee Stock Fund Fund Fund Fund Loans Total ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits at beginning of year $ 1,333,146 $ 2,634,651 $ 1,955,833 $ 1,415,894 $ 29,251 $ 7,368,775 Additions: Employer contributions 319,090 660,610 599,630 344,927 - 1,924,257 Employee contributions: Employee contribution 706,879 1,481,430 1,368,615 630,974 - 4,187,898 Rollover contribution 3,693 49,808 65,516 7,269 - 126,286 Dividend and interest income 14,301 466,744 230,196 103,487 - 814,728 Realized gain: Proceeds 730,931 760,981 471,040 641,899 - 2,604,851 Cost (539,212) (738,735) (447,866) (641,899) - (2,367,712) ------------ ------------ ------------ ------------ ------------ ------------ Subtotal realized gain 191,719 22,246 23,174 - - 237,139 Unrealized gain on investments 701,612 311,953 306,572 - - 1,320,137 Loan repayments 13,750 32,787 17,850 16,896 (81,283) - ------------ ------------ ------------ ------------ ------------ ------------ 1,951,044 3,025,578 2,611,553 1,103,553 (81,283) 8,610,445 ------------ ------------ ------------ ------------ ------------ ------------ Deductions: Benefit payments 61,411 123,834 84,512 90,778 5,090 365,625 Loan withdrawals 63,461 143,495 124,386 87,582 (418,924) - Other - - - 4,173 - 4,173 ------------ ------------ ------------ ------------ ------------ ------------ 124,872 267,329 208,898 182,533 (413,834) 369,798 ------------ ------------ ------------ ------------ ------------ ------------ Transfers between funds (310,430) 187,829 285,983 (163,382) - - ------------ ------------ ------------ ------------ ------------ ------------ Net increase 1,515,742 2,946,078 2,688,638 757,638 332,551 8,240,647 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits at end of year $ 2,848,888 $ 5,580,729 $ 4,644,471 $ 2,173,532 $ 361,802 $ 15,609,422 ============ ============ ============ ============ ============ ============ The accompanying notes are an integral part of the financial statements.
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FISHER-PRICE, INC. MATCHING SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1992 Growth & Managed Income Income Fisher-Price Magellan Portfolio Portfolio Employee Stock Fund Fund Fund Fund Loans Total ------------ ------------ ------------ ------------ ------------ ------------ Additions: Employer contributions $ 388,335 $ 963,360 $ 734,970 $ 484,405 $ - $ 2,571,070 Employee contributions: Employee contribution 564,753 1,577,858 1,089,015 638,310 - 3,869,936 Rollover contribution 121,033 106,645 59,454 227,643 - 514,775 Dividend and interest income 3,487 244,757 164,142 36,903 - 449,289 Realized gain (loss): Proceeds 67,812 159,122 79,575 - - 306,509 Cost (58,217) (164,772) (81,804) - - (304,793) ------------ ------------ ------------ ------------ ------------ ------------ Subtotal realized gain (loss) 9,595 ( 5,650) ( 2,229) - - 1,716 Unrealized gain (loss) on investments 207,449 (110,221) (53,461) - - 43,767 Loan repayments 294 1,131 161 962 (2,548) - ------------ ------------ ------------ ------------ ------------ ------------ 1,294,946 2,777,880 1,992,052 1,388,223 (2,548) 7,450,553 ------------ ------------ ------------ ------------ ------------ ------------ Deductions: Benefit payments 9,007 33,340 19,462 17,832 - 79,641 Loan withdrawals 3,204 9,988 11,500 7,107 (31,799) - Other - 68 - 2,069 - 2,137 ------------ ------------ ------------ ------------ ------------ ------------ 12,211 43,396 30,962 27,008 (31,799) 81,778 ------------ ------------ ------------ ------------ ------------ ------------ Transfers between funds 50,411 (99,833) (5,257) 54,679 - - ------------ ------------ ------------ ------------ ------------ ------------ Net increase 1,333,146 2,634,651 1,955,833 1,415,894 29,251 7,368,775 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits at end of year $ 1,333,146 $ 2,634,651 $ 1,955,833 $ 1,415,894 $ 29,251 $ 7,368,775 ============ ============ ============ ============ ============ ============ The accompanying notes are an integral part of the financial statements.
5 FISHER-PRICE, INC. MATCHING SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 1 - DESCRIPTION OF THE PLAN ----------------------- The Fisher-Price, Inc. Matching Savings Plan (the Plan), established January 1, 1992, is a defined contribution plan which covers all eligible employees of Fisher-Price, Inc. ("the Company") with at least six months of service and who are age twenty and one-half years or older. Effective November 30, 1993, the Company merged with Mattel, Inc. ("Mattel") and became a wholly-owned subsidiary of Mattel. As a result of the merger, each Fisher-Price, Inc. common share was exchanged for 1.275 shares of Mattel common stock and the Fisher-Price Stock Fund became the Mattel Stock Fund. There was no effect on Plan provisions as a result of this transaction. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants may elect to make voluntary contributions of 1% to 10% of their annual compensation subject to certain limitations. The Company will match 100% of the first $300 of a participant's contribution, 75% of the next $200 contributed and 40% of contributions over $500 up to a maximum of 6% of annual compensation. Additionally, the Board of Directors of Mattel can authorize an additional "discretionary" contribution of up to 50% of the participant's contribution, limited to 6% of his or her annual compensation. Participants are immediately vested in their voluntary contributions, the Company's contributions, and their share of actual earnings. Investment Programs ------------------- The Plan allows participants to direct their contributions, in 20% increments, to any combination of four investment accounts. All investment accounts are maintained by Fidelity Management Trust Company. The investment options are as follows: Mattel, Inc. Stock Fund ----------------------- This fund's investments consist of Mattel common stock. The stock is listed on the New York State Exchange (Symbol: MAT). Fidelity Magellan Fund ---------------------- This fund invests in common stock of companies offering long- term capital growth. Fidelity Growth and Income Portfolio Fund ----------------------------------------- This fund invests in common stock of companies offering growth in earnings potential while paying current dividends. Fidelity Managed Income Portfolio Fund -------------------------------------- This fund invests primarily in guaranteed investment contracts issued by insurance companies and commercial banks and other similar types of fixed principal investments. 6 Employee Loans -------------- Employee Loans consist of amounts borrowed by participants less principal repayments. Loans to participants are reflected as an increase in Employee Loans and as a decrease in the equity of the investment fund from which the loan was made. Repayments, conversely, reduce Employee Loans and increase the respective investment fund's equity. Interest paid to the Plan on loans to participants is credited to the borrower's account in the investment fund to which repayments are allocated. Income earned by each fund, including realized and unrealized gains and losses on investments, is allocated to participants' accounts based on their pro-rata share of contributions and income earned thereon. At December 31, 1993 there were 2,121 participants in the Plan of which 859 were participating in the Mattel, Inc. Stock Fund, 1,391 in the Fidelity Magellan Fund, 1,298 in the Fidelity Growth & Income Portfolio Fund and 835 in the Fidelity Managed Income Portfolio Fund. There were 259 participants with loans outstanding at December 31, 1993. The Plan provides the participants flexibility to reallocate their account balances among the various investment options at certain times stipulated within the Plan agreement. Withdrawals, Distributions and Loans ------------------------------------ A participant undergoing certain types of financial hardship, as defined by the Plan, may request the Plan administrator to distribute all or a portion of his or her account. Such distributions may be granted by the Plan administrator if the participant meets certain criteria defined by the Plan. Distributions under the Plan commence immediately if a participant dies, is permanently disabled or attains normal retirement age. Upon termination of employment, if the amount in a participant's account exceeds $3,500, benefit payments will be delayed until a participant dies, is permanently disabled or attains normal retirement age; however, a participant may request in writing to receive his or her benefits at any time after employment terminates. The Plan provides certain elections for participants under which distributions from the Plan may be deferred. Additionally, a participant may elect to borrow from the accumulated amount of assets in his or her account. All loans are subject to the review and approval of the Plan administrator. Terms and conditions of the loans are discussed in the Plan agreement. 7 Administration -------------- The Plan is administered by the Company. The Company has selected Fidelity Management Trust Company to be the Trustee of the Plan. The Trustee is responsible for maintaining the assets of the Plan and reporting on the earnings and assets of the Plan. Administrative expenses are paid by the Company. Plan Termination ---------------- In the event of termination of the Plan, all participants shall have a fully vested and nonforfeitable right to the amount credited to their accounts at the date of such termination. For a more complete description of the Plan's provisions, participants should refer to the Plan document. 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ----------------------------------------- Basis of Accounting ------------------- The financial statements are prepared using the accrual basis of accounting. Investments ----------- Investments are reflected at current market value as measured by quoted market prices in an active market or as determined in good faith by the Trustee. Net realized gain or loss on the disposition of investments and investment income are also determined by the Trustee. The unrealized appreciation and depreciation of investments is determined from information provided by the Trustee. Net unrealized appreciation at December 31, 1993 and 1992 was approximately $1,364,000 and $44,000, respectively. 3 - FEDERAL INCOME TAXES -------------------- The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code and is, therefore, exempt from tax under present income tax laws. 8
FISHER-PRICE, INC. MATCHING SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 Market Shares Description Cost Value - - ---------- ---------------------------------- ----------- ----------- 103,127 Mattel, Inc. Stock Fund $ 1,939,827 $ 2,848,888 78,768 Fidelity Magellan Fund 5,378,999 5,580,729 209,022 Fidelity Growth & Income Portfolio 4,391,360 4,644,471 2,173,532 Fidelity Managed Income Portfolio 2,173,532 2,173,532 * Refers to item number in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the year ended December 31, 1993, which material is incorporated therein by reference.
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FISHER-PRICE, INC. MATCHING SAVINGS PLAN ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS DECEMBER 31, 1993 Transactions by Number of Number of Realized Fund or Carrier Total Purchases Total Sales Purchases Sales Gain/Loss - - ----------------------- --------------- ----------- --------- --------- --------- Mattel, Inc. Stock Fund $ 1,485,690 $ 730,931 187 39 $ 191,719 Fidelity Magellan Fund 3,625,176 760,981 174 104 22,246 Fidelity Growth and Income Portfolio Fund 3,067,041 471,040 167 105 23,174 Fidelity Managed Income Portfolio Fund 1,534,767 641,899 143 133 - * Refers to item number in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the year ended December 31, 1993, which material is incorporated therein by reference.
10 POWER OF ATTORNEY ----------------- We, the undersigned directors of Fisher-Price, Inc., the Plan Administrator for the Fisher-Price, Inc. Matching Savings Plan, do hereby severally constitute and appoint John L. Vogelstein, N. Ned Mansour and Robert Normile, and each of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Plan to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 11-K, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments hereto; and we do each hereby ratify and confirm all that said attorneys and agents or any one of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Fisher-Price, Inc. Matching Savings Plan ---------------------------------------- (Name of Plan) Fisher-Price, Inc., Plan Administrator /s/ John W. Amerman ------------------------------- John W. Amerman, Director /s/ James A. Eskridge Date: June 28, 1994 ------------------------------- ------------- James A. Eskridge, Director -----END PRIVACY-ENHANCED MESSAGE-----