-----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, Fkr847FZw6IWvdn1Bpe1jSzWL2caCKcfgxJBEmcXCLHH2OhknmqxNtJ7TvUatC1r DOE/s6AAoIQqEK2FmZY5yA== 0000921530-00-000048.txt : 20000215 0000921530-00-000048.hdr.sgml : 20000215 ACCESSION NUMBER: 0000921530-00-000048 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000214 GROUP MEMBERS: ANGELO GORDON & CO LP GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON 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: 538434 BUSINESS ADDRESS: STREET 1: 333 CONTINENTAL BLVD CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3102522000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO LP CENTRAL INDEX KEY: 0000937789 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133478879 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-692-20 MAIL ADDRESS: STREET 1: 245 PARK AVENUE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G/A 1 AMEND NO. 4 TO 13G RE MATTEL, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)* MATTEL, INC. ________________ (Name of Issuer) $0.4125 Depositary Shares, each representing one-twenty-fifth (1/25) of a share of Series C Mandatorily Convertible Redeemable Preferred Stock, $0.10 par value ______________________________ (Title of Class of Securities) 577081706 ______________ (CUSIP Number) December 31, 1999 ____________________________________ (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 disclosure 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). Continued on following page(s) Page 1 of 11 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. 577081706 Page 2 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person ANGELO, GORDON & CO., L.P. 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 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 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) 0.0% 12 Type of Reporting Person* BD, IA, PN SCHEDULE 13G CUSIP No. 577081706 Page 3 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JOHN M. ANGELO 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 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 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) 0.0% 12 Type of Reporting Person* IN, HC SCHEDULE 13G CUSIP No. 577081706 Page 4 of 11 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MICHAEL L. GORDON 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 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 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) 0.0% 12 Type of Reporting Person* IN, HC Page 5 of 11 Pages Item 1(a) Name of Issuer: Mattel, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 333 Continental Blvd., El Segundo, CA 90245-5012. Item 2(a) Name of Person Filing: This statement is filed on behalf of the following reporting persons (the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon"), (ii) John M. Angelo, in his capacities as a general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and the chief executive officer of Angelo, Gordon and (iii) Michael L. Gordon, in his capacities as the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and the chief operating officer of Angelo, Gordon. Item 2(b) Address of Principal Business Office or, if none, Residence: (i) The principal business office of Angelo, Gordon is located at 245 Park Avenue, New York, NY 10167. (ii) The address of the principal business office of Mr. Angelo is 245 Park Avenue, New York, NY 10167. (iii) The address of the principal business office of Mr. Gordon is 245 Park Avenue, New York, NY 10167. Item 2(c) Citizenship: (i) Angelo, Gordon is a Delaware limited partnership. (ii) Mr. Angelo is a citizen of the United States. (iii) Mr. Gordon is a citizen of the United States. Item 2(d) Title of Class of Securities: $0.4125 Depositary Shares, each representing one-twenty-fifth (1/25) of a share of Series C Mandatorily Convertible Redeemable Preferred Stock, $0.10 par value (the "Shares"). Item 2(e) CUSIP Number: 577081706 Page 6 of 11 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (i) Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (ii) Mr. Angelo is a control person of Angelo, Gordon. (iii) Mr. Gordon is a control person of Angelo, Gordon. Item 4. Ownership: (a) Amount Beneficially Owned: (i) As of December 31, 1999, Angelo, Gordon is not considered a beneficial owner of any shares. (ii) Mr. Angelo is not considered a beneficial owner of any Shares. Mr. Angelo is the chief executive officer of Angelo, Gordon and is a general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon. (iii) Mr. Gordon is not considered a beneficial owner of any Shares. Mr. Gordon is the chief operating officer of Angelo, Gordon and is the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon. (b) Percent of Class: Angelo, Gordon is considered to beneficially own 0.0% of the total number of shares outstanding. Page 7 of 11 Pages (c) Number of shares as to which such person has: Angelo,Gordon Mr. Angelo Mr. Gordon ------------- ---------- ---------- (i) sole power to vote or to direct the vote: 0 0 0 (ii) shared power to vote or to direct the vote: 0 0 0 (iii) sole power to dispose or to direct the disposition of: 0 0 0 (iv) shared power to dispose or to direct the disposition of: 0 0 0 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company: See Exhibit B. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired in the ordinary course of business and 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. Page 8 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 11, 2000 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. General Partner By: /S/ MICHAEL L. GORDON ----------------------------- Name: Michael L. Gordon Title:General Partner Dated: February 11, 2000 /S/ JOHN M. ANGELO --------------------------------------- JOHN M. ANGELO Dated: February 11, 2000 /S/ MICHAEL L. GORDON --------------------------------------- MICHAEL L. GORDON Page 9 of 11 Pages EXHIBITS Page ------ A. Joint Filing Agreement, dated April 10, 1997, by and among Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr. Michael L. Gordon ..................................................10 B. Item 7 disclosure ..................................................11 EX-99.A 2 EXHIBIT A - JOINT FILING AGREEMENT Page 10 of 11 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the $0.4125 Depositary Shares of Mattel, Inc. dated April 10, 1997 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated: April 10, 1997 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P. General Partner By: /S/ MICHAEL L. GORDON ----------------------------- Name: Michael L. Gordon Title:General Partner Dated: April 10, 1997 /S/ JOHN M. ANGELO --------------------------------------- JOHN M. ANGELO Dated: April 10, 1997 /S/ MICHAEL L. GORDON --------------------------------------- MICHAEL L. GORDON EX-99.B 3 EXHIBIT B - ITEM 7 Page 11 of 11 Pages EXHIBIT B ITEM 7 Angelo, Gordon is the relevant entity for which Mr. Angelo and Mr. Gordon may each be considered a control person. Angelo, Gordon is a broker-dealer registered under Section 15 of the Act and an investment adviser registered under the Investment Advisers Act of 1940. -----END PRIVACY-ENHANCED MESSAGE-----