MATTEL INC /DE/
8-K, 1996-08-08
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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:          August 8, 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 August 7, 1996, regarding naming
                Bruce Stein as President-Mattel Worldwide, a copy of which
                is included as Exhibit 99.1 attached hereto.


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

        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                99.1  Press release dated August 7, 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 General Counsel
        Date: August 8, 1996                      and Assistant Secretary
              --------------
<PAGE>

                                                           EXHIBIT 99.1


FOR IMMEDIATE RELEASE                            CONTACT:  Glenn Bozarth
5 p.m., August 7, 1996                                     Mattel, Inc.
                                                           (310) 252-3521



          MATTEL NAMES BRUCE L. STEIN PRESIDENT-MATTEL WORLDWIDE,
        ESTABLISHES TEAM OF FIVE EXECUTIVES REPORTING TO JILL BARAD
        -----------------------------------------------------------


LOS ANGELES, August 7 -- Jill E. Barad, president and chief operating
officer of Mattel, Inc., today announced that Bruce L. Stein, who began his
toy industry career at Mattel, will return to the company as president-
Mattel Worldwide, responsible for product development, marketing and
distribution in both U.S. and international markets.

     "Bruce Stein began his career here, and is now one of the most highly
regarded executives in our industry," Barad said.  "We are delighted that
he is returning to Mattel in a key management role."

     Most recently president and CEO of Sony Interactive Entertainment,
Stein, 41, was president of the Kenner Products division of Hasbro when he
left that company in 1994.  He had moved to Kenner Parker from Mattel in
1987 to take the position of senior vice president-Marketing.  Stein had
served as a vice president of Marketing at Mattel for two years after four
years on the Mattel account at the advertising firm Ogilvy and Mather.  He
received a bachelor's degree from Pitzer College in Claremont in 1976 and
an MBA in marketing and finance from the University of Chicago in 1978.

     Stein will be one of five executives who will now report to Barad.  In
the new structure, Ned Mansour, 48, will become president-Corporate
Operations, responsible for Human Resources and Administration, Legal,
Information Systems and Corporate Communications on a worldwide basis, and
reporting jointly to Barad and John Amerman, Mattel's chairman and chief
executive officer."  In his 18 years at Mattel, most recently as president-
Mattel USA, Ned has played a vital role in strategic development, and has
had broad exposure to all parts of our business," Barad said.  "This new
position will take maximum advantage of his unparalleled background and
skills."

                                  -more-


<PAGE>
2-2-2-2-2



     Byron Davis, Joe Gandolfo and Cesca Luzuriaga will continue to report
to Barad as president of Fisher-Price, president-Worldwide Manufacturing
Operations, and executive vice president and chief financial officer,
respectively.  Luzuriaga will also continue to report to John Amerman.

     In addition, Barad said that Barnett Rosenberg, 52, will join the
company effective August 19 as Senior Vice President, General Counsel and
Secretary, reporting to Mansour.  Most recently Deputy General Counsel and
Assistant Secretary for Pitney Bowes, Inc., Rosenberg's experience includes
nine years in the legal department of Northrop Corporation, as well as
positions with two law firms.  He received a bachelor's degree from
Princeton University in 1966 and a juris doctor degree from University of
Michigan Law School in 1972.

     "We now have a top management team in place that can take this company
to the year 2000 and beyond, and help maintain our excellent record of
continuous profitable growth," Barad said.

     Mattel, Inc. is the worldwide leader in the design, manufacturing and
marketing of children's toys.  Headquartered in El Segundo, California,
Mattel has offices and facilities in 36 countries and sells its products in
more than 140 nations throughout the world.




                                  -###-

<PAGE>


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