-----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, PZLAN6i5l5mN/AkWCcjpa8i2W6e5iansrBuOquUPwKG8RGlyqVuuytKLfOdXzzdA XwMTAgjRpL+pfcSYdXi2Jg== 0000898822-97-000225.txt : 19970328 0000898822-97-000225.hdr.sgml : 19970328 ACCESSION NUMBER: 0000898822-97-000225 CONFORMED SUBMISSION TYPE: 8A12BEF PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTEL INC /DE/ CENTRAL INDEX KEY: 0000063276 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 951567322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8A12BEF SEC ACT: 1934 Act SEC FILE NUMBER: 001-05647 FILM NUMBER: 97565061 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 8A12BEF 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mattel, Inc. (Exact name of registrant as specified in its charter) Delaware 95-1567322 (State of incorporation or organization) (IRS Employer Identification No.) 333 Continental Boulevard, El Segundo, California 90245-5012 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered 10-1/8% Senior Subordinated New York Stock Exchange Notes due August 15, 2002 If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [X] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGIS- TERED. Reference is made to the description of the 10-1/8% Senior Subordinated Notes due August 15, 2002 (the "Notes") set forth under the caption "Description of Notes and Guarantee" in the Prospectus dated August 24, 1992, filed as part of a Registration Statement on Form S-3 of Tyco Toys, Inc. ("Tyco") (Registration No. 33-49592) pursuant to the Securities Act of 1933, as amended. Such description under such caption is hereby incorporated by reference. Such description of the Notes is subject to the following: The Notes are subject to (a) an Indenture, dated as of August 15, 1992, among Tyco, certain subsidiaries of Tyco, as Guar- antors, and NationsBank of Virginia, N.A. ("NationsBank"), as trustee (the "Indenture"), (b) a Supplemental Indenture, dated October 17, 1992, among Tyco, NationsBank, as trustee, and cer- tain subsidiaries of Tyco, as Additional Guarantors (the "First Supplemental Indenture"), (c) a second Supplemental Indenture, dated June 8, 1993, among Tyco, NationsBank, as trustee, and certain subsidiaries of Tyco, as Additional Guarantors (the "Second Supplemental Indenture"), and (d) an Agreement of Successorship, dated January 14, 1994, by and among Tyco, NationsBank, as resigning trustee, and Bankers Trust Company, as successor trustee (the "Successorship Agreement"). The Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Successorship Agreement are attached hereto as Exhibits 1, 2, 3 and 4, respectively, and are each incorporated herein by reference in their entirety. In addition, in the event Tyco is merged with the registrant pursuant to that certain Agreement and Plan of Merger, dated as of November 17, 1996, as amended as of November 22, 1996, by and among the registrant, a wholly owned subsidiary of the registrant, and Tyco, the Notes will be subject to a Third Supplemental Indenture, dated on or about March 27, 1997, by and among the registrant, Tyco, the Guarantors (as defined in the Indenture) and Bankers Trust Company, as trustee, pursuant to which the registrant will expressly assume all of the obligations of Tyco under the Indenture (as supplemented from time to time). The form of Third Supplemental Indenture is attached hereto as Exhibit 5 and is incorporated herein by reference in its entirety. -2- ITEM 2. EXHIBITS. No. Document 2.1 Form of Indenture, dated as of August 15, 1992, between Tyco, certain subsidiaries of Tyco, as Guarantors, and NationsBank, as trustee (incorporated by reference to Exhibit 4.1a to Amendment No.1 to Tyco's Registration Statement on Form S-3 (Registration No. 33-49592) filed August 5, 1992). The form of the Notes is included in the Indenture. 2.2 Supplemental Indenture, dated June 8, 1993, among Tyco, NationsBank, as trustee, and certain subsidiaries of Tyco, as Additional Guarantors (as defined therein) (incorporated by reference to Exhibit 4.3 to Tyco's Annual Report on Form 10-K for the fiscal year ended December 31, 1993). 2.3 Supplemental Indenture, dated October 17, 1992, by and among Tyco, NationsBank, as trustee, and certain subsidiaries of Tyco, as Additional Guarantors (as defined therein) (incorporated by reference to Exhibit 4.4 to Tyco's Annual Report on Form 10-K for the fiscal year ended December 31, 1993). 2.4 Agreement of Successorship, dated January 14, 1994, by and among Tyco, NationsBank, as resigning trustee, and Bankers Trust Company, as successor trustee (incorporated by reference to Exhibit 4.5 to Tyco's Annual Report on Form 10-K for the fiscal year ended December 31, 1993). 2.5* Form of Third Supplemental Indenture, by and among the registrant, Tyco, the Guarantors (as defined in the Indenture) and Bankers Trust Company, as trustee. _____________________ * Filed herewith. -3- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. MATTEL, INC. Registrant Date: March 26, 1997 By: /s/ Robert Normile Name: Robert Normile Title: Vice President, Assistant Secretary and Assistant General Counsel -4- EX-99 2 EXHIBIT 5 TYCO TOYS, INC. as Issuer and Certain Subsidiaries of Tyco Toys, Inc. as Guarantors MATTEL, INC. as successor to the Issuer and Bankers Trust Company as Trustee ____________________________ Form of THIRD SUPPLEMENTAL INDENTURE Dated as of March 27, 1997 ____________________________ $126,500,000 10-1/8% Senior Subordinated Notes due August 15, 2002 THIRD SUPPLEMENTAL INDENTURE dated as of March 27, 1997 (the "Third Supplement"), among Tyco Toys, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), certain subsidiaries of the Company, as guarantors, Mattel, Inc., a corporation organized under the laws of the State of Delaware ("Mattel"), and Bankers Trust Company, a New York banking corporation (as successor to NationsBank of Virginia, N.A.), as Trustee (the "Trustee"). WHEREAS, the Company, certain subsidiaries of the Company, as guarantors, and the Trustee have entered into an Indenture, dated as of August 15, 1992 (as amended and supplemented, the "Indenture"), as amended by that certain Supplemental Indenture, dated as of October 17, 1992, and by that certain Supplemental Indenture, dated as of June 8, 1993, and that certain Agreement of Successorship, dated as of January 14, 1994, by and among the Company, NationsBank of Virginia, N.A., as resigning trustee, and Bankers Trust Company, as successor trustee (the "Successorship Agreement"), providing for the issuance of 10-1/8% Senior Subordinated Notes due August 15, 2002 (the "Securities"), in the aggregate principal amount of $126,500,000 (the subsidiaries of the Company named in the Indenture as Guarantors or Additional Guarantors are hereinafter referred to as the "Guarantors"); WHEREAS, pursuant to the Successorship Agreement, Bankers Trust Company has succeeded Nations Bank of Virginia, N.A. as Trustee under the Indenture; and WHEREAS, the Company, Mattel and a wholly owned subsidiary of Mattel have entered into an Agreement and Plan of Merger, dated as of November 17, 1996, as amended as of November 22, 1996 (as amended, the "Merger Agreement"), pursuant to which the Company will merge with and into Mattel (the "Merger"); WHEREAS, Section 5.01 of the Indenture permits the Company to merge with another corporation provided certain terms and conditions are satisfied; WHEREAS, Section 9.01 of the Indenture authorizes the Company and the Trustee to enter into a supplemental indenture without the consent of any Securityholders, to, among other things, comply with Section 5.01 of the Indenture as well as to make any change that does not adversely affect the rights of any Securityholder; WHEREAS, the Company has furnished the Trustee with (i) an officer's certificate to the effects set forth in Section 5.01 of the Indenture (the "Officer's Certificate") and (ii) an opinion of counsel to the Company (the "Opinion of Counsel") stating that the Merger and this Third Supplement will, upon consummation of the Merger, comply with the Indenture; WHEREAS, pursuant to Section 9.06 of the Indenture the Trustee shall be fully protected in relying upon the Officer's Certificate and Opinion of Counsel provided to it as 1 conclusive evidence that this Third Supplement is permitted by the Indenture, is not inconsistent with the Indenture and will be valid and binding upon the Company, Mattel and the Guarantors in accordance with its terms; and WHEREAS, all things necessary to make this Third Sup- plement a valid supplement of the Indenture have been satisfied; NOW, THEREFORE, each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities. SECTION 1. Definitions. Except as otherwise specified herein, each capital- ized term used herein but not otherwise defined shall have the meaning ascribed to it in the Indenture. SECTION 2. Assumption of Obligations. (a) Mattel hereby assumes, from and after the Effective Time, all the respective obligations of the Company under the Securities and the Indenture. (b) The resolutions adopted by the Board of Directors of Mattel in connection with this Third Supplement and the assumption of obligations provided for herein are attached as Annex A hereto. SECTION 3. Successor. All references to "Tyco Toys, Inc." or to "Tyco" (other than the use of the word "Tyco" in the name of any Guarantor) contained in the Indenture (including any exhibit, annex or attachment thereto but excluding the signature page) and relating to any time period subsequent to the Effective Time, are hereby amended to be references to Mattel, Inc., and all references to the defined term "Company" contained in Indenture (including any exhibit, annex or attachment thereto) shall be references to Mattel, Inc. 2 SECTION 4. Definitions. (a) The definition of the term "Common Stock" in Section 1.01 of the Indenture is hereby amended to read in its entirety as follows: "Common Stock" means the common stock, par value $1.00 per share, of the Company. (b) The following term shall be added to Section 1.01 of the Indenture in its appropriate location in alphabetical order: "Effective Time" has the meaning ascribed to it in that certain Agreement and Plan of Merger, dated as of November 17, 1996, and amended as of November 22, 1996, by and among Mattel, Inc., a wholly owned subsidiary of Mattel, Inc., and Tyco Toys, Inc. SECTION 5. Notification. The provisions of Section 12.02 of the Indenture following the fourth full paragraph thereof are hereby deleted in their entirety and the following provisions are hereby substituted therefor: All notices or communications shall be in writing. The Company's address is: Mattel, Inc. 333 Continental Boulevard El Segundo, California 90245-5012 Attn: General Counsel The Guarantors' address is: c/o Mattel, Inc. 333 Continental Boulevard El Segundo, California 90245-5012 Attn: General Counsel The Trustee's address is: Bankers Trust Company Corporate Trust and Agency Group 4 Albany Street New York, NY 10006 Attn: Corporate Market Services 3 SECTION 6. Ratification; Construction. As amended by this Third Supplement, the Indenture is in all respects ratified and confirmed, and, as so supplemented by this Third Supplement, shall be read, taken and construed as one and the same instrument. SECTION 7. Notices. Any notice or communication pursuant to this Third Supplement shall be given as provided in Section 12.02 of the Indenture. Any notice or communication to any of the Guarantors shall be to the address of the Guarantors set forth in Section 12.02 of the Indenture. SECTION 8. Governing Law. This Third Supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Mattel agrees to submit to the jurisdiction of the State of New York, or a United States Federal Court sitting in the State of New York, in any action or proceeding arising out of or relating to this Third Supplement, the Indenture, or the Securities. SECTION 9. Heading; Miscellaneous. The headings of this Third Supplement have been inserted for convenience of reference only, are not to be con- sidered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 10. Counterparts. This Third Supplement may be executed in one or more counterparts, all of which shall be considered one and the same and each of which shall be deemed an original. SECTION 11. Effectiveness. This Third Supplement shall become a legally effective and binding instrument upon the later of (i) execution and delivery hereof by all parties hereto and (ii) the Effective Time. 4 SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Third Supplement to be duly executed and attested, all as of the day and year first above written. MATTEL, INC. By: Name: Title: Attest: Name: Title: TYCO TOYS, INC. By: Name: Title: Attest: Name: Title: TYCO INDUSTRIES, INC. VIEW-MASTER MANUFACTURING, INC. TYCO TOYS (CANADA) INC. TYCO TOYS (UK) LIMITED TYCO TOYS (FRANCE) S.A. TYCO TOYS (ESPANA) S.A. TYCO TOYS (BENELUX) N.V. TYCO TOYS (DEUTSCHLAND) GMBH TYCO TOYS ITALY S.P.A. PLAYTIME PRODUCTS, INC. PLAYTIME TOYS U.K. LIMITED ILLCO TOY CO. U.S.A., INC. MATCHBOX TOYS Limited. MATCHBOX TOYS PTY. LTD. MATCHBOX TOYS SPIELWAREN, GmbH. TYCO TOYS (SWITZERLAND) AG TYCO TOYS (OESTERREICH) GmbH TYCO TOYS (NEW ZEALAND) Ltd. MATCHBOX COLLECTIBLES (U.K.) Ltd. MATCHBOX COLLECTIBLES (Deutschland) GmbH. MATCHBOX COLLECTIBLES, INC. CRONER - TYCO PTY. Ltd. and ENSUENO - TYCO TOYS de MEXICO S.A. de C.V. as Guarantors By: Name: Title: Authorized Signatory Attest: Name: Title: BANKERS TRUST COMPANY as Trustee By: Name: Title: Attest: Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----