MATTEL INC /DE/ FORM 8-K (Unscheduled Material Events) Filed 6/14/2006 For Period Ending 6/14/2006

Transcription

1 MATTEL INC /DE/ FORM 8-K (Unscheduled Material Events) Filed 6/14/2006 For Period Ending 6/14/2006 Address 333 CONTINENTAL BLVD EL SEGUNDO, California Telephone CIK Industry Recreational Products Sector Consumer Cyclical Fiscal Year 12/31

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: June 14, 2006 MATTEL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File No.) 333 Continental Boulevard, El Segundo, California (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (310) N/A (Former name or former address, if changed since last report) (I.R.S. Employer Identification No.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Section 1 Registrant s Business and Operations On June 9, 2006, certain subsidiaries of Mattel, Inc. ( Mattel ) entered into a Letter Agreement (as defined below) with Société Générale Bank Nederland N.V. extending the commitment termination date of a European trade receivables facility. As previously disclosed, in November 2001 Mattel International Holdings B.V., a company incorporated in the Netherlands, Mattel France S.A.S., a company incorporated in France, and Mattel GmbH, a company incorporated in Germany, each of which is a subsidiary of Mattel, entered into a Euro 150 million European trade receivables facility, pursuant to which Mattel France S.A.S. and Mattel GmbH may sell trade receivables to a bank, Société Générale Bank Nederland N.V. Each sale of accounts receivable is recorded on Mattel s consolidated balance sheet at the time of such sale. Under the European trade receivables facility, the outstanding amount of receivables sold may not exceed Euro 60 million from February 1 though July 31 of each year and may not exceed Euro 150 million at all other times. Pursuant to a letter agreement (the Letter Agreement ) between Société Générale Bank Nederland N.V. and Mattel International Holdings B.V., Mattel France S.A.S. and Mattel GmbH dated May 23, 2006, executed June 9, 2006, and effective June 23, 2006, the commitment termination date for the European trade receivable facility was extended to November 30, Société Générale, an affiliate of Société Générale Bank Nederland N.V., currently participates as a lender under Mattel s Third Amended and Restated Credit Agreement dated as of March 23, 2005 (the domestic unsecured committed revolving credit facility ) and participates in and is the co-documentation agent of Mattel s $300.0 million domestic receivables sales facility that is a sub-facility of Mattel s domestic unsecured committed revolving credit facility. Société Générale also participates as a lender and is the co-documentation agent with regard to a $325.0 million credit facility for Mattel Asia Pacific Sourcing Limited, a subsidiary of Mattel. Additionally, Mattel and its subsidiaries have various banking arrangements with Société Générale and its affiliates in the ordinary course of business. The foregoing brief summary of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 99.0 herewith. Item (a) (b) (c) Entry into a Material Definitive Agreement. Financial Statements and Exhibits. Financial statements of businesses acquired: None Pro forma financial information: None Exhibits: Section 9 Financial Statements and Exhibits 2

4 Exhibit No. Exhibit Description 99.0 * Amendment to Master Agreement for the Transfer of Receivables dated May 23, 2006 among Société Générale Bank Nederland N.V., Mattel International Holdings B.V., Mattel France S.A.S. and Mattel GmbH * Filed herewith. 3

5 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/ Robert Normile Robert Normile Senior Vice President, General Counsel and Secretary Dated: June 14,

6 Exhibit 99.0 To: Mattel International Holdings B.V. SINGAPORE 4th Floor 34 Boon Leat Terrace Singapore Mattel France S.A.S rue d Antony Silic Rungis Cedex France Mattel GmbH Postfach Dreieich Germany Dear Sirs May 23rd, 2006 Master Agreement for the Transfer of Receivables dated 30th November, 2001 between ourselves as the Bank, Mattel France S.A.S. and Mattel GmbH as the Sellers and Mattel International Holdings B.V. as the Depositor (the Master Agreement ) We refer to the Master Agreement and terms defined therein shall have the same meaning when used in this letter. You have requested the extension of the Commitment Termination Date pursuant to Clause 2.2(b) of the Master Agreement. We agree to your request, such that the definition of Commitment Termination Date in Clause 1.1 of the Master Agreement shall be amended to read as follows: Commitment Termination Date means the earliest of the following dates: (a) 30 th November 2006, or (b) the date on which the Commitment is terminated in accordance with Clauses 17.1 (Reduction of the Maximum amount of the Bank s Funding), (Termination) or 21.1 (Gross up).

7 This amendment shall take effect on 23rd June, Please confirm your agreement to the matters set out above by countersigning the enclosed copy of this letter and returning it to us. This letter is governed by Dutch law and is designated a Closing Document. Yours faithfully, Accepted and agreed Société Générale Bank Nederland Name: /s/ W. De Haan Name: /s/ Niek Volkers Mattel International Holdings B.V. Name: /s/ Richard Kei Mattel France S.A.S. Name: /s/ Bruno Bouldoire Mattel GmbH Name: /s/ Peter Broegger