With the pending acquisitions of Atlantic Richfield Co. and Times Mirror Co., there will be only 14 Fortune 500 companies left in L.A. County. And analysts say that might soon drop to an unlucky 13.

Another one of the L.A. area's corporate pillars, Mattel Inc., was looking very shaky as of late last week, with observers saying it's ripe for a takeover. The toy maker's stock price has tumbled to one-third of its 52-week high of $30.31, closing at $10.31 on March 30, and there is no CEO or president on board.

Mattel's embattled board of directors held a closed-door meeting at the company's El Segundo headquarters last week, but the company declined to discuss what actions were taken.

Ralph V. Whitworth, who was appointed a Mattel director on March 2, said after the March 30 meeting: "I'm not at liberty to say anything," but he added that no major announcements were imminent.

Unless something significant is done relatively quickly, however, Mattel could go the way of Arco and Times Mirror.

"I think there is a good possibility it could be taken over," said analyst Bruce Raabe of Collins & Co. "When the stock price is as cheap as it is, it wouldn't be unlikely for a retailer to look at them."

Wal-Mart Stores Inc. is a possibility. It sells many of the toy maker's products and might find real synergies by owning the manufacturer. Toys R Us, another major toy retailer, has been mentioned as an interested party.

"If you look at the list of products Mattel has, they are the envy of the market," Raabe said.

In previous months, the Walt Disney Co. had been cited as a possible suitor. Mattel makes a line of licensed products such as dolls, action figures, games and puzzles that are based on Disney movies. But Disney Chief Executive Michael Eisner has been more interested in shedding non-core companies than acquiring them.

Mattel company officials declined to comment on the possibility of a takeover and have been tight-lipped about the state of the company.

Analysts said Mattel's stock could fetch between $18 to $20 in a hostile takeover, double its recent price.

"Mattel is definitely in a precarious spot," said M. Eric Johnson, a management professor at Dartmouth College who follows the toy industry. "I can't think of too many companies that have been this badly decimated in the upper ranks. It's a steady exodus with little return."

Indeed, there's not much left of the old guard. The manufacturer of Barbie, Hot Wheels and Cabbage Patch Kids has given new meaning to the phrase "lean management."

The company's president, Ned Mansour, responsible for international sales and marketing, human resources, information systems, government affairs/international trade, legal and corporate communications, left last week after being with the company for 21 years.

His departure came on the heels of the abrupt resignation in early February of Chairman and CEO Jill Barad, the marketing whiz who made Barbie the world's best-selling toy.

Barad fumbled last year when she spent $3.6 billion to buy the Learning Co., a children's software developer an acquisition that has been a serious drag on Mattel's earnings. For all of 1999, Mattel posted a net loss of $86.35 million (21 cents a share), compared with net income of $198 million (51 cents) in 1998.

Stepping in temporarily to fill Barad's post are two longtime board members.

Ronald M. Loeb, 67, a senior vice president and general counsel at Williams-Sonoma Co., was named acting CEO. William Rollnick, 68, the retired chairman of Genstar Rental Electronics Inc., is Mattel's acting chairman. But the two don't work at the El Segundo-based firm every day and have other commitments.

Loeb, who lives in Los Angeles, commutes to the Bay Area to fulfill his duties with San Francisco-based Williams-Sonoma. Rollnick lives in New York.

Meanwhile, the new director, Whitworth, has stepped in, promising to shake things up behind the scenes at Mattel. Whitworth is managing member of La Jolla-based investment fund Relational Investors, which owns 4.2 million Mattel shares, or about 1 percent of the company's stock.

He has not been shy about criticizing Mattel's existing board, and reportedly considered a proxy fight to win a seat. He told participants at a conference last week in Washington, D.C. that Mattel's board needs new blood and that its dynamics are unhealthy.

Mattel's day-to-day operations are in the hands of five executives who head key divisions. They are: Adrienne Fontanella, president of Barbie and girls' products; Matt Bousquette, president of boys' products and entertainment; Neil Friedman, president of infant and preschool; Bernard Stolar, president of Mattel Interactive; and Pleasant Rowland, founder and CEO of Pleasant Co., which makes American Girl dolls and books.

They all report to Loeb, but the lack of a strong on-site CEO stands in the way of major decision-making.

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