SECURITIES and EXCHANGE COMMISSION Washington, D.C

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 25, 1997

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)

Information to be included in the Report ------

Item 5. Other Events ------

Mattel, Inc. hereby incorporates by reference herein its press releases dated April 24, 1997 and April 21, 1997, regarding its 1997 first quarter results of operations and changes in certain members of management, copies of which are included as Exhibits 99.0, 99.1 and 99.2 attached hereto.

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

(a) Financial statements of businesses acquired: None

(b) Pro forma financial information: None

99.0 Press release dated April 24, 1997.

99.1 Press release dated April 24, 1997.

99.2 Press release dated April 21, 1997.

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 Date: April 25, 1997 Assistant General Counsel ------and Assistant Secretary

FOR IMMEDIATE RELEASE CONTACT: Mattel, Inc. News Media Investor Relations Glenn Bozarth Mike Salop 310-252-3521 310-252-2703

MATTEL REPORTS FIRST QUARTER RESULTS, REMAINS ON-TRACK TO ACHIEVE 1997 TARGETS

LOS ANGELES, April 24 -- Mattel, Inc. today reported net income of $13 million or $.05 per share for the 1997 first quarter before its merger with Tyco Toys, Inc. and the impact of a charge related to integration and restructuring.

The $.05 per share is after a negative impact related to the strength of the U.S. dollar, and compares with $.11 per share in the 1996 quarter. The company had earlier indicated that it expected first quarter earnings to be in the range of $.01 to $.04 per share.

First quarter net sales for Mattel alone were $569 million in U.S. dollars, down 3 percent from $586 million in the year-ago quarter, but were flat in local currencies.

"Worldwide demand for our core brands is extremely strong," Jill Barad, Mattel's president and chief executive officer, said. "Sales for Barbie were up 10 percent, Disney sales were up more than 20 percent and Hot Wheels sales nearly doubled. Fisher-Price sales were down 29 percent from last year, but our strategy to focus on our core preschool toy business is working, as retail take-away for Fisher-Price toys was up by 9 percent," she said. "Both Mattel U.S. and worldwide core brand sales, excluding Fisher-Price, were up 19 percent."

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Consolidated earnings for Mattel and Tyco were $.01 per share before a pre-tax charge of $275 million related to the Tyco integration and Mattel restructuring, which is expected to result in savings of $700 million over the next five years. After the charge, Mattel reported a first quarter net loss of $205 million. Consolidated sales were $694 million, up 1 percent from a combined $684 million in the 1996 quarter.

"Tyco products were also in strong demand, with a sales increase of 27 percent led by the strength of the Tyco core brands of Sesame Street, Matchbox and Magna Doodle," Barad said.

"Our integration and restructuring activities are well underway, and will result in global growth opportunities and pre-tax savings of $60 million this year and $160 million per year in 1998 and beyond," she said. "We remain solidly on track to achieve our full-year targets for 1997."

Mattel, Inc. is the worldwide leader in the design, manufacture and marketing of children's toys. With headquarters in El Segundo, California, Mattel has offices and facilities in 36 countries and sells its products in more than 140 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, the restructuring charge, 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; possible weaknesses of international markets; the impact of competition on revenues and margins; the effect of currency fluctuations on reportable income; and other risks and uncertainties as may be detailed from time to time in the company's public announcements and SEC filings.

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MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED ------March 31, March 31, (In thousands, except per share amounts) 1997 (b) 1996 (b) ------

Net Sales $ 693,520 $ 683,999 Cost of sales 370,709 361,125 ------Gross Profit 322,811 322,874

Advertising and promotion expenses 102,626 100,104 Other selling and administrative expenses 185,286 169,581 Integration/restructuring costs (c) 275,000 - Other expense, net 7,882 4,499 ------Operating Profit (Loss) (247,983) 48,690 Interest expense 19,636 19,893 ------Income (Loss) Before Income Taxes (267,619) 28,797 (Benefit) provision for income taxes (62,995) 8,263 ------Net Income (Loss) $ (204,624) $ 20,534 ======

Net Income (Loss) Per Share (a)(d) $ (0.72) $ 0.07 ======Average Number of Common and Common Equivalent Shares Outstanding (d) 288,382 298,858 ======

(a) Primary income per share for the quarter, before the $0.73 per share effect of the merger-related nonrecurring charge of $210 million after taxes, was $0.01 per share. (b) Consolidated results for all periods are restated for the merger with Tyco Toys, Inc. (c) Represents a nonrecurring charge for transaction, integration and restructuring costs related to the Tyco merger. The related tax benefit of $65 million is included in the provision for income taxes. (d) Share and per share data for all periods presented reflect the retroactive effect of shares issued pursuant to the Tyco merger.

MATTEL, INC. AND SUBSIDIARIES, PRE-MERGER CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED ------March 31, March 31, (In thousands, except per share amounts) 1997 (e) 1996 (e) ------

Net Sales $ 568,528 $ 585,879 Cost of sales 293,643 300,102 ------Gross Profit 274,885 285,777

Advertising and promotion expenses 77,888 80,289 Other selling and administrative expenses 156,583 142,920 Other expense, net 6,754 3,665 ------Operating Profit 33,660 58,903 Interest expense 14,637 14,418 ------Income Before Income Taxes 19,023 44,485 Provision for income taxes 5,900 14,600 ------Net Income $ 13,123 $ 29,885 ======

Net Income Per Share $ 0.05 $ 0.11 ======Average Number of Common and Common Equivalent Shares Outstanding 274,644 281,836 ======

(e) Consolidated results exclude Tyco and all merger-related transactions.

MATTEL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, March 31, Dec. 31, (In thousands) 1997 (f) 1996 (f) 1996 (f) ------ASSETS

Cash $ 144,659 $ 68,036 $ 550,271 Accounts receivable, net 977,479 888,849 948,940 Inventories 512,847 498,197 444,178 Prepaid expenses and other current assets 193,636 203,337 195,673 ------Total current assets 1,828,621 1,658,419 2,139,062

Property, plant and equipment, net 608,350 555,660 616,281 Other assets 824,743 790,832 825,799 ------Total Assets $ 3,261,714 $ 3,004,911 $ 3,581,142 ======

LIABILITIES AND SHAREHOLDERS' EQUITY

Short-term borrowings $ 16,865 $ 82,370 $ 28,924 Current portion of long-term liabilities 105,393 2,627 106,596 Accounts payable and accrued liabilities 712,841 489,678 823,069 Income taxes payable 113,358 133,835 183,288 ------Total current liabilities 948,457 708,510 1,141,877

Long-term debt 301,877 406,841 299,806 Medium-Term notes 260,000 220,000 220,000 Other long-term liabilities 114,686 102,516 113,536 Shareholders' equity 1,636,694 1,567,044 1,805,923 ------Total Liabilities and Shareholders' Equity $ 3,261,714 $ 3,004,911 $ 3,581,142 ======

(f) Consolidated results for all periods are restated for the merger with Tyco Toys, Inc.

FOR IMMEDIATE RELEASE CONTACT: Glenn Bozarth April 24, 1997 Mattel, Inc. (310) 252-3521

MATTEL NAMES FRANCESCA LUZURIAGA TO NEW POST, HARRY J. PEARCE TO CFO

LOS ANGELES, April 24 -- Mattel, Inc. today announced that Francesca Luzuriaga has been named to the new position of executive vice president- worldwide business planning and resources, and that Harry J. Pearce has joined the company as its chief financial officer, effective May 1. Luzuriaga was formerly chief financial officer of Mattel, and Pearce was chief financial officer of Tyco Toys, Inc., before its merger with Mattel last month.

In her new position, Luzuriaga will be responsible for worldwide business planning, logistics and inventory management, as well as direct oversight for the integration and restructuring efficiencies that will result in an expected $700 million in savings over the next five years.

"We've grown to a size where we need a top executive in this capacity," Jill Barad, Mattel's president and chief executive officer, said. "Cesca's strong management skills, and her depth of experience in our company and our industry make her perfect for this job.

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"The addition of Harry Pearce to our team is another key benefit from our merger with Tyco," Barad said. "Harry's long tenure with Tyco gives him an excellent understanding of our business, and he has earned an unparalleled reputation for professionalism and integrity. We are delighted to welcome him to Mattel as our new CFO."

Luzuriaga, 43, joined Mattel in 1982 as a senior planning specialist. She was promoted to manager-financial planning and analysis that same year, and to director-financial planning in 1984, vice president-finance in 1986, vice president and controller in 1989, senior vice president and controller in 1990, senior vice president and treasurer in 1992, executive vice president-finance in 1993, and chief financial officer in 1995. She received an M.B.A. in finance from the University of Southern California in 1978, and a bachelor's degree from Pomona College in Claremont in 1976.

Pearce, 52, joined Tyco as chief financial officer in 1973 after seven years as a Certified Public Accountant and manager with the accounting firm of Arthur Anderson & Co. He served as a member of the Tyco board of directors from 1988 until the time of the Mattel merger. Pearce received a bachelor's degree from LaSalle University in 1966.

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FOR IMMEDIATE RELEASE CONTACT: Glenn Bozarth April 21, 1997 Mattel, Inc. (310) 252-3521

BYRON DAVIS RETIRES, GARY BAUGHMAN NAMED PRESIDENT, FISHER-PRICE ------

LOS ANGELES, April 21 -- Mattel, Inc. today announced that Byron Davis, president of Fisher-Price, has made the decision to retire, and to move to South Carolina, where he looks forward to spending more time with his family. He will be succeeded by Gary Baughman, the former president and chief executive officer of Tyco Toys, Inc. The two executives will work together over the next few weeks to ensure a smooth transition.

"Byron Davis has played a key role in the successful integration of Mattel and Fisher-Price, and in helping grow Fisher-Price into the #1 preschool brand in the world," Jill Barad, Mattel's president and chief executive officer, said. "We thank Byron for his many contributions during his 23 years with the company, and we wish him the best.

"Gary Baughman will now be responsible for the Fisher-Price business, as well as the Sesame Street brand that joined us through the Tyco merger," Barad said. "We've worked closely with Gary over the past six months, and found him to be an outstanding manager with a keen understanding of the toy business. He particularly understands the Infant and Preschool category, having helped build Sesame Street, led by the success of Tickle Me Elmo, into a $100 million business," she said.

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Baughman, who is chairman-elect of the Toy Manufacturers of America, was Tyco's chief executive officer since January, 1996. He had joined the company in 1994 as president and chief operating officer and initiated Tyco's successful turnaround, which culminated with its merger into Mattel, Inc. last month.

Prior to joining Tyco, Baughman served as president of Little Tikes Co., a division of Rubbermaid, from 1990 through 1994. During his tenure, Little Tikes experienced unprecedented growth in sales and earnings, and achieved a leading market share position in preschool toys, second only to Fisher-Price. He had joined Little Tikes after serving as president of Evenflo Products Co. from 1986 through 1989 and president of Stiffel Lamps from 1981 to 1986.

"During his career, Gary has demonstrated the ability to both turn companies around, as he did at Tyco and Evenflo, and to capitalize on high growth opportunities, as he did at Little Tikes," Barad said. "He will be an excellent addition to our management team."

Baughman received a Bachelor of Arts degree from Brigham Young University and an MBA from the University of Michigan.

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

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