SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934 for the three months ended April 1,
1997.
[_] Transition report pursuant to section 15(d) of the Securities
Exchange Act of 1934 for the transition period
from _________ to _________.
Commission File Number 001-10783
- ---------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
636 GIRARD AVENUE
EAST AURORA, NEW YORK 14052
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MATTEL, INC.
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CALIFORNIA 90245-5012
<PAGE>
[Price Waterhouse LLP letterhead]
Report of Independent Accountants
---------------------------------
July 25, 1997
To the Participants and Plan Administrator of the
Fisher-Price, Inc. Matching Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits with fund information and the related statements of changes in net
assets available for plan benefits with fund information present fairly, in
all material respects, the net assets available for plan benefits of the
Fisher-Price, Inc. Matching Savings Plan at April 1, 1997 and December 31,
1996, and the changes in net assets available for plan benefits for the
periods then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
assets held for investment purposes at April 1, 1997 and reportable
transactions for the period from January 1, 1997 through April 1, 1997 are
presented for purposes of additional analysis and are not a required part of
the basic financial statements but are additional information required by ERISA.
The Fund Information in the statements of net assets available for plan benefits
and the statements of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the
net assets available for plan benefits and the changes in net assets
available for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Price Waterhouse LLP
- ------------------------
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT APRIL 1, 1997
- --------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Diversified Magellan Portfolio Portfolio II
Stock Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ - $ - $ - $ - $ -
Fidelity Growth & Income
Portfolio - - - - -
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio II - - - - -
Short-term investments - - - - -
Common stock - - - - -
------------ ------------ ------------ ------------ ------------
Total investments - - - - -
Participant loans receivable
Receivables:
Accrued interest and
dividends - - - - -
Other - - - - -
------------ ------------ ------------ ------------ ------------
- - - - -
------------ ------------ ------------ ------------ ------------
Total assets - - - - -
------------ ------------ ------------ ------------ ------------
Liabilities
Due to brokers for securities
purchased - - - - -
------------ ------------ ------------ ------------ ------------
Total liabilities - - - - -
------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT APRIL 1, 1997
- --------------------------------------------------------------------------
Participant
Loans Total
------------ ------------
<S> <C> <C>
Assets
Investments at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ - $ -
Fidelity Growth & Income
Portfolio - -
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio II - -
Short-term investments - -
Common stock - -
------------ ------------
Total investments - -
Participant loans receivable - -
Receivables:
Accrued interest and
dividends - -
Other - -
------------ ------------
- -
------------ ------------
Total assets - -
------------ ------------
Liabilities
Due to brokers for securities
purchased - -
------------ ------------
Total liabilities - -
------------ ------------
Net assets available for
plan benefits $ - $ -
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1996
- --------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Diversified Magellan Portfolio Portfolio II
Stock Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ 13,294,726
Fidelity Growth & Income
Portfolio $ 18,238,493
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio II $ 32,985,465
Short-term investments $ 296,976 $ 3,673,887
Common stock 25,288,437 50,741,729
------------ ------------ ------------ ------------ ------------
Total investments 25,585,413 54,415,616 13,294,726 18,238,493 32,985,465
Participant loans receivable
Receivables:
Accrued interest and
dividends 55,001 90,472
Other 100,000 6,500
------------ ------------ ------------ ------------ ------------
155,001 96,972 - - -
------------ ------------ ------------ ------------ ------------
Total assets 25,740,414 54,512,588 13,294,726 18,238,493 32,985,465
------------ ------------ ------------ ------------ ------------
Liabilities
Due to brokers for securities
purchased 98,402 138,344
------------ ------------ ------------ ------------ ------------
Total liabilities 98,402 138,344 - - -
------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 25,642,012 $ 54,374,244 $ 13,294,726 $ 18,238,493 $ 32,985,465
============ ============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AT DECEMBER 31, 1996
- --------------------------------------------------------------------------
Participant
Loans Total
------------ ------------
<S> <C> <C>
Assets
Investments at fair market value:
Shares of Fidelity Investments,
registered investment company:
Fidelity Magellan Fund $ 13,294,726
Fidelity Growth & Income
Portfolio 18,238,493
Units of Fidelity Management
Trust Company:
Fidelity Managed Income
Portfolio II 32,985,465
Short-term investments 3,970,863
Common stock 76,030,166
------------ ------------
Total investments - 144,519,713
Participant loans receivable $ 2,745,667 2,745,667
Receivables:
Accrued interest and
dividends 145,473
Other 106,500
------------ ------------
- 251,973
------------ ------------
Total assets 2,745,667 147,517,353
------------ ------------
Liabilities
Due to brokers for securities
purchased 236,746
------------ ------------
Total liabilities - 236,746
------------ ------------
Net assets available for
plan benefits $ 2,745,667 $147,280,607
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE PERIOD FROM JANUARY 1, 1997 THROUGH APRIL 1, 1997
- -------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Diversified Magellan Portfolio Portfolio II
Stock Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of period $ 25,642,012 $ 54,374,244 $ 13,294,726 $ 18,238,493 $ 32,985,465
Additions to net assets attributed to:
Investment income:
Interest 4,370 60,682 - - -
Dividends 54,929 215,961 - 54,367 472,227
Net appreciation (depreciation)
in fair value of assets (3,425,948) 1,985,768 (19,553) 215,521 -
Contributions:
Employer 94,638 97,763 144,509 160,137 74,442
Employee 142,436 176,659 220,645 254,404 102,743
------------ ------------ ------------ ------------ ------------
Total additions (3,129,575) 2,536,833 345,601 684,429 649,412
------------ ------------ ------------ ------------ ------------
Deductions from net assets attributed
to benefit payments (952,691) (2,779,845) (604,380) (1,467,830) (1,924,889)
Interfund transfers 561,693 1,177,500 (1,068,520) (562,539) (417,495)
------------ ------------ ------------ ------------ ------------
Balance before transfer of assets 22,121,439 55,308,732 11,967,427 16,892,553 31,292,493
------------ ------------ ------------ ------------ ------------
Transferred assets (22,121,439) (55,308,732) (11,967,427) (16,892,553) (31,292,493)
------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits at end of period $ - $ - $ - $ - $ -
============ ============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE PERIOD FROM JANUARY 1, 1997 THROUGH APRIL 1, 1997
- -------------------------------------------------------------------------
Participant
Loans Total
------------ ------------
<S> <C> <C>
Net assets available for plan
benefits at beginning of period $ 2,745,667 $147,280,607
Additions to net assets attributed to:
Investment income:
Interest 59,672 124,724
Dividends - 797,484
Net appreciation (depreciation)
in fair value of assets - (1,244,212)
Contributions:
Employer - 571,489
Employee - 896,887
------------ ------------
Total additions 59,672 1,146,372
------------ ------------
Deductions from net assets attributed
to benefit payments (39,749) (7,769,384)
Interfund transfers 309,361 -
------------ ------------
Balance before transfer of assets 3,074,951 140,657,595
------------ ------------
Transferred assets (3,074,951) (140,657,595)
------------ ------------
Net assets available for plan
benefits at end of period $ - $ -
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1996
- -------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------
Growth & Managed
Income Income
Mattel, Inc. Diversified Magellan Portfolio Portfolio II
Stock Fund Fund Fund Fund Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 19,658 $ 196,561 $ - $ - $ -
Dividends 231,390 876,003 2,172,973 865,994 2,027,150
Net appreciation (depreciation)
in fair value of assets 3,229,262 10,057,981 (668,614) 1,996,728 -
Contributions:
Employer 290,581 168,985 525,132 451,267 224,272
Employee 669,521 510,466 1,267,064 1,116,887 466,538
------------ ------------ ------------ ------------ ------------
Total additions 4,440,412 11,809,996 3,296,555 4,430,876 2,717,960
------------ ------------ ------------ ------------ ------------
Deductions from net assets attributed
to:
Benefit payments 1,684,704 2,568,750 748,590 1,054,518 4,118,656
------------ ------------ ------------ ------------ ------------
Total deductions 1,684,704 2,568,750 748,590 1,054,518 4,118,656
------------ ------------ ------------ ------------ ------------
Net increase (decrease) prior to
interfund transfers 2,755,708 9,241,246 2,547,965 3,376,358 (1,400,696)
Interfund transfers (1,833,368) 3,726,257 (2,624,486) 2,729,554 (2,422,223)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 922,340 12,967,503 (76,521) 6,105,912 (3,822,919)
------------ ------------ ------------ ------------ ------------
Net assets available for plan
benefits:
Beginning of year 24,719,672 41,406,741 13,371,247 12,132,581 36,808,384
------------ ------------ ------------ ------------ ------------
End of year $ 25,642,012 $ 54,374,244 $ 13,294,726 $ 18,238,493 $ 32,985,465
============ ============ ============ ============ ============
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1996
- -------------------------------------------------------------------------
Participant
Loans Total
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 221,130 $ 437,349
Dividends - 6,173,510
Net appreciation (depreciation)
in fair value of assets - 14,615,357
Contributions:
Employer - 1,660,237
Employee - 4,030,476
------------ ------------
Total additions 221,130 26,916,929
------------ ------------
Deductions from net assets attributed
to:
Benefit payments 324,249 10,499,467
------------ ------------
Total deductions 324,249 10,499,467
------------ ------------
Net increase (decrease) prior to
interfund transfers (103,119) 16,417,462
Interfund transfers 424,266 -
------------ ------------
Net increase (decrease) 321,147 16,417,462
------------ ------------
Net assets available for plan
benefits:
Beginning of year 2,424,520 130,863,145
------------ ------------
End of year $ 2,745,667 $147,280,607
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
5
<PAGE>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
1. DESCRIPTION OF PLAN
The Fisher-Price, Inc. Matching Savings Plan (the Plan), was
established January 1, 1992 as a defined contribution plan to cover
all eligible employees of Fisher-Price, Inc. (the Company). In
accordance with the Plan agreement, eligibility is defined as a common
law employee with at least six months of service and an age of twenty
and one-half years or older. The Plan is subject to certain
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
On April 1, 1997, the Plan was merged and all assets transferred to
the Mattel, Inc. Personal Investment Plan. As a result of the merger,
the Plan will no longer be required to file Form 5500 or an annual
report on Form 11-K or any reports under the Securities Act of 1934,
subsequent to this filing.
Participants could elect to make voluntary contributions of 1% to 10% of
their annual compensation subject to certain limitations. The Company
matched 100% of the first $300 of a participant's contribution, 75%
of the next $200 contributed and 40% of contributions over $500 up to
a maximum of 6% of annual compensation. Additionally, the Board of
Directors of Mattel could authorize an additional "discretionary"
contribution of up to 50% of the participant's contribution, limited
to 6% of his or her annual compensation. There were no discretionary
contributions for the period from January 1, 1997 through April 1, 1997,
or for the 1996 Plan year. Participants were immediately vested in
their voluntary contributions, the Company's contributions, and their
share of actual earnings.
INVESTMENT PROGRAMS
The Plan allowed participants to direct their contributions, in 1%
increments, to any combination of five investment accounts. All
investment accounts were maintained by Fidelity Management Trust
Company (FMTC). The investment options are as follows:
- MATTEL, INC. STOCK FUND
The underlying assets of the Mattel, Inc. Stcok Fund consisted of
Mattel, Inc. common stock, which is listed on the New York Stock Exchange
(Symbol: MAT) and a money market type fund to provide daily liquidity.
The Mattel, Inc. Stock Fund was unitized by FMTC (the Trustee)
and shares of the fund are reflected as units. The unitization
allowed participants to transfer monies into and out of the fund
on any business day and also provides FMTC with additional
flexibility to manage the fund. At December 31, 1996, participants
had 1,477,926 units with a net asset value of $17.35 per unit.
Shares of Mattel, Inc. common stock held by the fund at
December 31, 1996 were 911,295 with a fair market value of $25,288,437.
- DIVERSIFIED FUND
This fund is invested principally in large capitalization U.S.
equities, U.S. Treasury fixed income securities and high grade money
market instruments. The equities portion of the fund were diversified
among a variety of economic sectors and industries. Similar to the
Mattel, Inc. Stock Fund, this fund was a unitized fund, such that the
shares in the fund were stated in units and a short-term investment
6
fund provided liquidity. At December 31, 1996, participants had
2,980,554 units with a net asset value of $18.243 per unit.
Shares of Mattel, Inc. common stock held by the fund at December 31,
1996 were 11,000 with a fair market value of $305,250.
- FIDELITY MAGELLAN FUND
This fund is invested primarily in common stock and securities
convertible to common stock issued by domestic and foreign
companies offering long-term capital growth.
- FIDELITY GROWTH & INCOME PORTFOLIO FUND
This fund is invested in any combination of common stock, securities
convertible to common stock, preferred stock and fixed income
securities of domestic and foreign companies offering growth of
earnings potential while paying current dividends.
- FIDELITY MANAGED INCOME PORTFOLIO II FUND
This fund is invested primarily in guaranteed investment contracts
issued by insurance companies and commercial banks and other
similar types of fixed principal investments.
- PARTICIPANT LOANS
Participant loans consisted of amounts borrowed by participants less
principal repayments. Participants could borrow from their accounts
from a minimum of $1,000 to a maximum equal to the lesser of $50,000
or 50% of their vested account balance. Loan terms range from 1-4
years or up to 15 years for the purchase of a primary residence. The
loans were secured by the balance in the participant's account and bore
interest at the prime rate plus 1%. The interest rate was set for the
duration of the loan. As of December 31, 1996, interest rates on loans
outstanding ranged from 7% to 10%. Principal and interest were paid
ratably through payroll deductions. In addition, funds could be
withdrawn by participants prior to retirement under limited
circumstances, subject to restrictions as defined by the Plan.
Income earned by each fund, including realized and unrealized gains
and losses on investments, was allocated to participants' accounts
based on their pro-rata share of contributions and income earned
thereon. At December 31, 1996 there were 2,986 participants in the
Plan. The Plan provided participants the flexibility to reallocate
their account balances among the investment options at various times
throughout the year as stipulated in the Plan agreement.
WITHDRAWALS, DISTRIBUTIONS AND LOANS
A participant undergoing certain types of financial hardship, as
defined by the Plan, could request the Plan administrator to distribute
all or a portion of his or her account. Such distributions could be
granted by the Plan administrator if the participant met certain
criteria defined by the Plan.
If a participant died, was permanently disabled or attained normal
retirement age, distributions under the Plan could commence immediately.
If a participant's account balance was less than $3,500 upon
termination, the participant's interest in the Plan was distributed in
the form of a lump sum payment. If the amount in a participant's account
exceeded $3,500, benefit payments were delayed until a
7
participant died, was permanently disabled or attained normal retirement
age; however, a participant could request in writing to receive his or her
benefits at any time after employment terminates. The Plan provided
certain elections for participants under which distributions from the
Plan could be deferred.
Additionally, an active participant could elect to borrow from the
accumulated amount of assets in his or her account. All loans were
subject to the review and approval of the Plan administrator. Terms
and conditions of loans are discussed in the Plan agreement.
ADMINISTRATION
The Plan was administered by the Company. The Company selected
Fidelity Management Trust Company to be the Trustee of the Plan. The
Trustee was responsible for maintaining the assets of the Plan and
reporting on the earnings and assets of the Plan. In addition, the
Company selected Institutional Capital Corporation (ICAP) as the
investment manager for the Diversified Fund. ICAP manages the fund
using defined investment objectives and guidelines established by
the Plan's Investment Committee. All administrative expenses, excluding
broker commissions paid for the purchase and sale of securities for
the Mattel, Inc. Stock Fund and the Diversified Fund, were paid by the
Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements are prepared using the accrual basis of
accounting.
INVESTMENTS
Investments are reflected at current market value as measured by
quoted market prices in an active market or as determined in good
faith by the Trustee. Net realized gains or losses on the disposition
of investments and investment income are also determined by the
Trustee. The unrealized appreciation (depreciation) of investments
is determined from information provided by the Trustee.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
3. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company
by letter dated June 29, 1995 that the Plan, as restated and amended
in 1994, constitutes a qualified plan under Section 401(a) of the
Internal Revenue Code (IRC). The applicable provisions of the IRC
exempt the Plan from federal income taxes. Accordingly, no provision
for income taxes has been recorded on the Plan's financial statements.
8
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT APRIL 1, 1997
- ----------------------------------------------------------
There were no assets held for investment purposes at April 1, 1997.
9
<TABLE>
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27d - SCHEDULE OF TRANSACTIONS FOR THE PERIOD FROM
JANUARY 1, 1997 THROUGH APRIL 1, 1997 (1)
- ------------------------------------------------------------------
Identity of Description Purchase
Party Involved of Asset Price Transaction(s)
- -------------------- ------------ ----------- --------------
<S> <C> <C> <C>
Series of Transactions:
Fidelity Investments Managed $ 3,318,419 55
Income - -
Portfolio
II
Fidelity Mgmt. Bankers Trust 11,419,427 32
Trust Co. Co. STIF - -
<CAPTION>
FISHER-PRICE, INC. MATCHING SAVINGS PLAN
- ----------------------------------------
ITEM 27d - SCHEDULE OF TRANSACTIONS FOR THE PERIOD FROM
JANUARY 1, 1997 THROUGH APRIL 1, 1997 (1)
- ------------------------------------------------------------------
Current
Expense Value of
Incurred Asset on
Identity of Description Selling With Cost of Transaction Net Gain
Party Involved of Asset Price Transaction(s) Transaction Asset Date or (Loss)
- -------------------- ------------ ----------- -------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
Fidelity Investments Managed $ - - $ - $ 3,318,419 $ 3,318,419 $ -
Income 5,011,392 54 - 5,011,392 5,011,392 -
Portfolio
II
Fidelity Mgmt. Bankers Trust - - - 11,419,427 11,419,427 -
Trust Co. Co. STIF 10,901,657 28 - 10,901,657 10,901,657 -
<FN>
(1) Computed based on the net asset value of the Plan at December 31, 1996
of $147,280,607.
Prepared from data certified by FMTC.
10
<PAGE>
POWER OF ATTORNEY
-----------------
We, the undersigned directors of Fisher-Price, Inc., the Plan
Administrator for the Fisher-Price, Inc. Matching Savings Plan, do hereby
severally constitute and appoint Jill E. Barad, Ned Mansour, Robert Normile,
Leland P. Smith, and John L. Vogelstein, and each of them, our true and
lawful attorneys and agents, to do any and all acts and things in our name
and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or any of them, may deem necessary
or advisable to enable said Plan to comply with the Securities Exchange
Act of 1934, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Annual
Report on Form 11-K, including specifically, but without limitation, power
and authority to sign for us or any of us, in our names in the capacities
indicated below, any and all amendments hereto; and we do each hereby ratify
and confirm all that said attorneys and agents or any one of them, shall do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Fisher-Price, Inc. Matching Savings Plan
----------------------------------------
(Name of Plan)
Fisher-Price, Inc., Plan Administrator
/s/ Ned Mansour
---------------------
Ned Mansour, Director
/s/ Gary Baughman
Date: September 30, 1997 ------------------------
------------------ Gary Baughman, President
<PAGE>
</TABLE>
EXHIBIT 23.0
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 033-54391) of the Fisher-Price, Inc. Matching
Savings Plan, as amended, of our report dated July 25, 1997 appearing on
page 1 of this Form 11-K.
/s/ Price Waterhouse LLP
- ------------------------
Buffalo, New York
September 25, 1997
<PAGE>
