MATTEL INC /DE/
8-K, 1997-03-27
DOLLS & STUFFED TOYS
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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:          March 27, 1997



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



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


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


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


                                        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 March 27, 1997, regarding the completion
         of the merger of Tyco Toys, Inc. with and into Mattel, Inc., 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 March 27, 1997.<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.


         Date:   March 27, 1997         By:  /s/ Robert Normile
                                           ------------------------------
                                           Name: Robert Normile
                                           Title: Vice President,
                                                Assistant Secretary and
                                                Assistant General Counsel




                                                            EXHIBIT 99.0








         FOR IMMEDIATE RELEASE                   CONTACT: Glenn Bozarth
                                                          Mattel, Inc.
                                                          310-252-3521



                         MATTEL AND TYCO COMPLETE MERGER


         LOS ANGELES, March 27 -- Mattel, Inc. (NYSE: MAT) today

         announced that a certificate of merger has been filed in the

         State of Delaware, completing the merger of Tyco Toys, Inc.

         into Mattel, Inc.

              Under terms of the merger agreement, Tyco common

         shareholders will receive .48876 shares of Mattel common stock

         for every Tyco share they hold.  In addition, holders of Tyco

         preferred stock will receive one share of a like issue of

         Mattel preferred stock for each Tyco share.  Mattel will

         deliver instructions to former Tyco shareholders regarding the

         exchange of their Tyco stock certificates for Mattel stock

         certificates.





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