MATTEL INC /DE/
8-K, 1999-03-05
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 5, 1999



                                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
                releases dated March 3, 1999 regarding the departure of
                its chief operating officer, Bruce Stein, and a reorganization
                of its management structure, copies of which are included as
                Exhibits 99.0 and 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:

                99.0  Press release dated March 3, 1999

                99.1  Press release dated March 3, 1999


<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/ Lee B. Essner
                                                  -------------------------
                                                  Lee B. Essner
                                                  Assistant General Counsel
                                                  and Assistant Secretary
        Date: March 5, 1999
        -------------------

<PAGE>


                                                                EXHIBIT 99.0



FOR IMMEDIATE RELEASE                                           CONTACT:
March 3, 1999                                                   Glenn Bozarth
                                                                Mattel, Inc.
                                                                310-252-3521



         CHIEF OPERATING OFFICER BRUCE STEIN TO LEAVE MATTEL
         ---------------------------------------------------


LOS ANGELES, March 3 - Mattel, Inc. today announced that Bruce L. Stein,
president of Mattel Worldwide and chief operating officer, will leave
the company.

        "Bruce is one of the best strategists in our industry," Jill E.
Barad, Mattel's chairman and chief executive officer, said.  "As a one-
time competitor, most recently a colleague and now an alumnus of Mattel,
he has our best wishes."

        Stein, 44, a veteran brand builder and leading marketing strategist,
most recently managed all of Mattel's product lines.  He joined Mattel in
August 1996 after previously working for the company in the 1980s.

        Prior to his most recent experience at Mattel, Stein was chief
executive officer of Sony Interactive Entertainment and president of the
Kenner Products Division of Hasbro.  A former advertising executive who
had supervised the Mattel account at Ogilvy and Mather, he originally
joined Mattel as vice president of marketing in 1985.



                              -more-


2-2-2-2-2



        "At this point in my career, I felt I needed a new challenge,"
Stein said.  "Mattel has an outstanding management team, and is in a
great strategic position today.  And I am proud of all of my
accomplishments at Mattel, particularly in forging long-term marketing
relationships and as a creative manager of intellectual property.  I
am looking forward to putting my expertise in these areas to even
fuller use."

        Mattel, Inc. is a worldwide leader in the design, manufacture
and marketing of children's products.  With headquarters in El Segundo,
California, Mattel has offices and facilities in 36 countries and sells
its products in more than 150 nations throughout the world.


Note:

        Forward-looking statements included in this release with
respect to the financial condition, results of operations and
business of the company, which include, but are not limited to
sales levels, the Mattel and Tyco restructuring charge, special
charges, other non-recurring charges, cost savings and
profitability, are subject to certain risks and uncertainties
that could cause actual results to differ materially from
those set forth in such statements.  These include without
limitation: the company's dependence on the timely development,
introduction and customer acceptance of new products;
significant changes in buying patterns of major customers;
possible weaknesses of international markets; the impact of
competition on revenues and margins; the company's ability to
successfully integrate the operations of The Learning Company
following its merger into the company; the effect of currency
fluctuations on reportable income; unanticipated negative
results of litigation, governmental proceedings or
environmental matters; and other risks and uncertainties as
may be detailed from time to time in the company's public
announcements and SEC filings.



                              -###-
<PAGE>


                                                                EXHIBIT 99.1



FOR IMMEDIATE RELEASE                                           CONTACT:
March 3, 1999                                                   Glenn Bozarth
                                                                Mattel, Inc.
                                                                310-252-3521



                MATTEL ANNOUNCES MANAGEMENT REORGANIZATION
                           --------------------
                       STEIN AND BAUGHMAN TO LEAVE


LOS ANGELES, March 3 - Mattel, Inc. today announced that it has reorganized
its management structure, and that Bruce Stein, president-Mattel Worldwide
and chief operating officer, and Gary Baughman, president of Fisher-Price,
will leave the company.

"We are in the process of transforming Mattel from a traditional toy company
with four core brands to a children's products company with category
leadership and expertise in new mediums, platforms and channels of
distribution," Jill Barad, Mattel's chairman and chief executive officer,
said.  "As we implement this change, it has become clear that our management
structure will also need to change, and we have been working with outside
consultants to determine what the optimum structure should be.

"Today we are announcing changes to Mattel's management organization that
will result in fewer levels of management.  The new organizational
structure we have developed will provide for faster decision making, and
encourage action that is entrepreneurial and responsive to change,"
Barad said.

"The departure of Bruce and Gary is most painful for me, as I have great
respect for both of these men," Barad said.  "We wish them the best, and
thank them for their enormous contributions to our company."



                              -more-


2-2-2-2-2


Stein, who rejoined Mattel in 1996 after having started his toy industry
career there, said, "I am proud of all my accomplishments at Mattel, and
the company is in a great strategic position today, but I felt I needed
a new challenge.  I want to take full advantage of new investment and
management opportunities in the convergence of consumer products and
intellectual-property marketing."

Baughman joined Mattel as part of the company's 1997 merger with Tyco
Toys.  "I considered retirement at the time of the merger, but am
happy that I could serve a role in the successful integration of
the two companies," Baughman said.  "I plan to work with my successor
during a transition period, and then to leave Fisher-Price in very
capable hands."

As part of the reorganization, five Mattel executives have been named
to the position of president for individual business units, and all
will now report directly to Jill Barad.  The five units and their
leaders are as follows:



o    Matt Bousquette has been promoted to president of the Boys/
     Entertainment business unit, which will include Wheels and
     other Boys Toys as well as Mattel's Disney and Nickelodeon
     entertainment businesses.

o    The Girls/Barbie unit will be headed by Andrienne Fontanella,
     who has been promoted to president.  She joined Mattel in
     1996 with extensive cosmetics industry experience, and has
     been responsible for Barbie licensing and collectibles.

o    Neil Friedman, president of Tyco Preschool, has been promoted
     to president of Fisher-Price brands, which will now encompass
     all Infant and Preschool products, including Disney, Sesame
     Street, Power Wheels, Magna Doodle, View-Master, See 'N Say,
     and Blue's Clues.

o    David Haddad has been promoted to president of Mattel Media,
     and will also assume responsibility for the company's "Intel
     Play" branded technology toys.



                              -more-



3-3-3-3-3



o    Pleasant Rowland will remain vice chairman of Mattel, and
     president of Pleasant Company, and will help with direct-to-
     consumer efforts for all Mattel brands.

"I'm absolutely certain that this new structure is best for the future
of our company," Barad said.  "The new organization will help us to
maximize the potential of all of the parts and people of Mattel.  And
I have utmost confidence in the ability of this team to deliver
incredible results," she said.

Mattel, Inc. is a worldwide leader in the design, manufacture
and marketing of children's products.  With headquarters in El Segundo,
California, Mattel has offices and facilities in 36 countries and sells
its products in more than 150 nations throughout the world.


Note:

Forward-looking statements included in this release with
respect to the financial condition, results of operations and
business of the company, which include, but are not limited to
sales levels, the Mattel and Tyco restructuring charge, special
charges, other non-recurring charges, cost savings and
profitability, are subject to certain risks and uncertainties
that could cause actual results to differ materially from
those set forth in such statements.  These include without
limitation: the company's dependence on the timely development,
introduction and customer acceptance of new products;
significant changes in buying patterns of major customers;
possible weaknesses of international markets; the impact of
competition on revenues and margins; the company's ability to
successfully integrate the operations of The Learning Company
following its merger into the company; the effect of currency
fluctuations on reportable income; unanticipated negative
results of litigation, governmental proceedings or
environmental matters; and other risks and uncertainties as
may be detailed from time to time in the company's public
announcements and SEC filings.



                              -###-
<PAGE>


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