-----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, LVDAPUvd63r2/VrCMXSSIBJG18z+1//SPJZlBKczL/a5MI8pl1jcTO3hq756fxRV 7fv9tcImmXdPuTHXs0nsxQ== 0000889812-99-000431.txt : 19990210 0000889812-99-000431.hdr.sgml : 19990210 ACCESSION NUMBER: 0000889812-99-000431 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990209 GROUP MEMBERS: D.E. SHAW SECURITIES, L.P. GROUP MEMBERS: DAVID E. SHAW GROUP MEMBERS: SHAW D E INVESTMENTS LP SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-10566 FILM NUMBER: 99525743 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW D E INVESTMENTS LP CENTRAL INDEX KEY: 0000933203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133470777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 W 45TH ST 39TH FL. STREET 2: TOWER 45 CITY: NEW Y ORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 120 W 45TH ST 39TH FL STREET 2: TOWER 45 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 STATEMENT OF BENEFICIAL OWNERSHIP 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). 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 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 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 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. 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----