MATTEL INC /DE/
8-K, 1996-04-12
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report:          April 12, 1996



                                MATTEL, INC.
                                ------------
           (Exact name of registrant as specified in its charter)


         Delaware                  001-05647                        95-1567322
- ------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                 (I.R.S. Employer
 of incorporation)                  File No.)              Identification No.)




333 Continental Boulevard, El Segundo, California                   90245-5012
- ------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code              (310) 252-2000
                                                  ----------------------------

                                   N/A
- ------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)

<PAGE>

Item 5.         Other Events
- -------         ------------

                Mattel, Inc. hereby incorporates by reference herein its
                press release dated April 11, 1996, regarding allegations
                made by a former employee in a wrongful termination
                lawsuit, a copy of which is included as Exhibit 99.0
                attached hereto.

Item 7.         Financial Statements and Exhibits
- -------         ---------------------------------

        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                99.0  Press release dated April 11, 1996

<PAGE>

                               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/ Leland P. Smith
                                                  -------------------------
                                                  Leland P. Smith
                                                  Assistant Secretary and
        Date: April 12, 1996                      Assistant General Counsel
              --------------

<PAGE>


                                                              EXHIBIT 99.0


FOR IMMEDIATE RELEASE                             CONTACT:  Glenn Bozarth
April 11, 1996                                               Mattel, Inc.
                                                           (310) 252-3521



          MATTEL CONFIDENT THAT LAWSUIT ALLEGATIONS ARE BASELESS,
         HAS INDEPENDENT REVIEW IN PROCESS TO SET RECORD STRAIGHT
         --------------------------------------------------------


     LOS ANGELES, April 11 -- In response to allegations made by a
disgruntled former employee in a wrongful termination lawsuit, Mattel, Inc.
Chairman John W. Amerman repeated the company's position that the charges
are baseless.  He also announced that the audit committee of the Mattel
board of directors has initiated an independent review related to these
allegations.

     "As we've stated from the beginning, this lawsuit is completely
without merit.  Each and every allegation is false, and we fully expect to
prevail," Amerman said.  "On behalf of our shareholders and employees,
however, we feel a strong obligation to prove beyond any doubt that our
accounting practices are entirely appropriate and that our credibility is
above reproach.

     "I feel so strongly about our position that I recommended to the audit
committee of the Mattel board of directors last week that a review be
undertaken by independent parties under the committee's direction," Amerman
said.  "The committee selected Gary G. Lynch, former Director of
Enforcement for the Securities and Exchange Commission and a partner in the
firm of Davis Polk & Wardwell, to conduct an independent review with the
assistance of a major accounting firm, who will work under his direction.
The review will be completed as expeditiously as possible, and the findings
will be reported as soon as they are available.

     "We have worked very hard at Mattel to earn a high level of
credibility for our company, and to deliver seven years of consistent
profitable growth," Amerman said.  "We review all accounting practices with
Price Waterhouse, our independent accountants, on an ongoing basis.
Following the filing of the lawsuit, we conducted an internal review of
issues raised and found them to be baseless.  We are confident that this
additional review will once and for all set the record straight."



                                -###-

<PAGE>


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