As Filed with the Securities and Exchange Commission on January 12, 1998July 1, 1999
Registration No. 33-_____
Trust Indenture Act File No. 22-___
(Senior Debt Securities)
Trust Indenture Act File No. 22-___
(Subordinated Debt Securities)333-
- --------------------------------------------------------------------------------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
HASBRO, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 3944 05-0155090
(State or other jurisdiction(Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Identification No.)Number)
1027 NEWPORT AVENUE
PAWTUCKET, RHODE ISLAND 02861
(401) 431-8697
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PHILLIP H. WALDOKS, ESQ.
SENIOR VICE PRESIDENT -
CORPORATE LEGAL AFFAIRS AND SECRETARY
HASBRO, INC.
32 WEST 23RD STREET
NEW YORK, NEW YORK 10010
(212) 645-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
VincentVINCENT J. Pisano, Esq.
Skadden, Arps, Slate,
MeagherPISANO, ESQ.
SKADDEN, ARPS, SLATE,
MEAGHER & FlomFLOM LLP
919 Third Avenue
New York,THIRD AVENUE
NEW YORK, NY 10022
--------------------
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. |_||_|
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X||X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_||_|
If this Form is a post-effective amendment filed pursuant to
Rule 462 (c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_||_|
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the
following box. |_|
--------------------------|_|
__________________________
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Title of Each AmountClass Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Amount to Offering Price Aggregate Registration
toRegistered be Registered Registered Per Unit(1) Offering Price(1) Fee
- ------------------- ----------------------- ---------------- ---------------- ------------------------------ ------------
Debt Securities......$400,000,000(2)Securities............. $350,000,000(2) 100% $400,000,000 $ 118,000(4)$350,000,000 $97,300(3)
Common Stock, __ __ __ par value
$.50 per share
(including preference
stock purchase
rights).........(3)(4)................ -- -- -- --(5)
Common Stock, par value
$.50 per share
(including preference 15,750,000(6) $27.40625(7) $431,648,437.50(7) $119,998.27(7)
stock purchase rights)....
Total....................... -- -- $781,648,437.50 $217,298.27
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee.
(2) If any Debt Securitiesdebt securities are issued at an original issue discount,
this registration statement shall cover
such greater amount of Debt
Securitiesdebt securities as shall result in the
initial offering prices aggregating
$400,000,000.of all debt securities registered
hereunder to aggregate $350,000,000.
(3) Pursuant to Rule 429, this Registration Statement also relates to
an aggregate of $150,000,000 principal amount of securities
included in Registration Statement No. 333-44101 as to which a
filing fee of $44,250 previously has been paid.
(4) Also registered are such indeterminate number of shares of Common
Stock (including preference stock purchase rights) as may be
issued from time to time upon conversion of Debt Securitiesdebt securities
registered hereby.
(4)(5) Pursuant to Rule 429, this Registration Statement also relates to an
aggregate of $150,000,000 principal amount of debt securities included
in Registration Statement No. 33-41548 as to which a filing fee of
$37,500 previously has been paid.
--------------------------
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of457(i) under the Securities Act, there is no filing
fee with respect to the shares of Common Stock issuable upon
conversion of the debt securities, because no additional consideration
will be received in connection with the exercise of the conversion
privilege.
(6) Represents shares issuable upon exercise of warrants.
(7) Pursuant to Rule 457(c), these figures are based upon the average
of the high and low prices per share of Hasbro's Common Stock on
June 28, 1999, as reported on the New York Stock Exchange.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a)OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), may determine.MAY DETERMINE.
STATEMENT PURSUANT TO RULE 429
Pursuant to Rule 429 under the Securities Act of 1933 the
prospectus included herein also relates to $150,000,000 principal amount of
debt securities previously registered under Registration Statement No.
33-41548333-44101 and not issued. In the event any such previously registered debt
securities are offered prior to the effective date of this Registration
Statement, they will not be included in the prospectus contained in this
Registration Statement.
- ---------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED JANUARY 12, 1998
[LOGO]
HASBRO, INC.
DEBT SECURITIES
Hasbro, Inc. (the "Company") from time to time may offer its notes,
debentures or other forms of debt securities (the "Debt Securities")-----------------------------------------------------------------------------
[FLAG]
The information in a
principal amount sufficient to result in proceeds to the Company of up to
$550,000,000 (or the equivalent in foreign denominated currencies or
composite currencies, based upon the applicable exchange rate at the time
of sale). The Debt Securities, whichthis prospectus is not complete and may be senior Debt Securities
("Senior Debt Securities") or subordinated Debt Securities ("Subordinated
Debt Securities"),changed. We
may be offered as separate series in amounts, at
prices and on other terms to be determined atnot sell these securities until the time of sale.
The terms of any series of Debt Securities in respect of which this
Prospectus is being delivered, including, where applicable, the specific
designation, aggregate principal amount, denomination, maturity, premium,
if any, interest rate (which may be fixed or variable) and time of
payment of interest, if any, terms for any redemption at the option of
the Company or the Holder, terms, if any for conversion into Common
Stock, par value $.50 per share, of the Company ("Common Stock"), terms
for any mandatory redemption or sinking fund payments, the initial public
offering price, any listing on a securities exchange and the other terms
in connection with the offering and sale of such series of Debt
Securities will be set forth in an accompanying Prospectus Supplement
(the "Prospectus Supplement").
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
The Company may sell Debt Securities directly or through agents
designated from time to time or to or through one or more underwriters or
dealers. The names of any underwriters, dealers or agents involved in the
sale of any Debt Securities in respect of which this Prospectus is being
delivered, the principal amounts, if any, to be purchased by underwriters
and the applicable commissions or other compensation to be paid to any
underwriters, dealers or agents will be set forth in the Prospectus
Supplement. See "Plan of Distribution."
As used herein, Debt Securities shall include securities denominated
in United States dollars or, at the option of the Company, if so
specified in the applicable Prospectus Supplement, in any other currency
or in composite currencies or in amounts determined by reference to an
index.
-------------------------
The date of this Prospectus is , 1998.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY THE DEBT SECURITIES OFFERED BY THIS PROSPECTUS IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.
-------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other informationregistration statement filed with
the Securities and Exchange Commission (the "Commission"). Suchis effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 1, 1999
PROSPECTUS
HASBRO, INC.
Common Stock and Debt Securities
With this prospectus, Hasbro may:
o sell senior or subordinated debt securities to the public; and
o issue and sell up to 15,750,000 shares of its common stock upon
the exercise of warrants held by selling shareholders, which
shares may be resold by selling shareholders using this
prospectus. Hasbro will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Hasbro's common stock is listed on the New York Stock Exchange
under the symbol HAS. On June 30, 1999, the reported last sale price of
Hasbro's common stock on the New York Stock Exchange was $27.9375 per
share.
-------------------------
References in this prospectus to "Hasbro," "we," "us," or "our"
mean Hasbro, Inc., a Rhode Island corporation organized on January 8, 1926,
and its subsidiaries.
We urge you to carefully read this prospectus and, with respect to
offerings of debt securities, the accompanying prospectus supplement, which
will describe the specific terms of our senior or subordinated debt
securities, before you make your investment decision.
-------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus or any accompanying prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal
offense.
-------------------------
The date of this prospectus is , 1999.
TABLE OF CONTENTS
PAGE
Where You Can Find More Information...................................3
Incorporation of Information We File with the SEC.....................3
About this Prospectus.................................................4
Note Regarding Forward-Looking Statements.............................4
Hasbro................................................................5
Ratio of Earnings to Fixed Charges....................................5
The Selling Shareholders..............................................6
Use of Proceeds.......................................................6
Description of Securities.............................................7
Description of Debt Securities........................................7
Description of Common Stock..........................................19
Certain Anti-Takeover Provisions.....................................21
Plan of Distribution.................................................25
Legal Matters........................................................28
Experts..............................................................29
----------------------
This prospectus and any accompanying prospectus supplement contain
information you should consider when making your investment decision. You
should rely only on the information contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information you should
not rely on it. We are not, and neither the selling shareholders nor any
underwriter are, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus and the information we
filed with the Securities and Exchange Commission and incorporated by
reference, is accurate as of the date on the front cover of this prospectus
only. Our business, financial condition, results of operations and
prospects may have changed since that date.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information filed bywith the CompanySEC.
These reports, proxy statements and other information can be inspectedread and
copied at the public reference facilities maintained by the
CommissionSEC's Public Reference Room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following regional offices: Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade
Center, Suite 1300, New York, New York 10048; and copies of
such material can be obtained form10048. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Section of the
Commission at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on theRoom. The
SEC maintains an Internet site at http://www.sec.gov.www.sec.gov that contains reports,
proxy and information statements and other information regarding companies
that file electronically with the SEC, including Hasbro. In addition, certain of the Company's securities areour
common stock is listed on the AmericanNew York Stock Exchange andExchange. These reports, proxy
statements and other information concerning the Company maycan also be inspectedread at the offices of that stock exchange, 86 Trinity Place,the
NYSE, 20 Broad Street, New York, New York 10006.
----------------------------10005.
This prospectus is part of a registration statement filed with the
SEC by Hasbro. The full registration statement can be obtained from the SEC
as indicated above, or from Hasbro.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
(a)INFORMATION WE FILE WITH THE SEC
The Company'sSEC allows us to "incorporate by reference" the information we
file with the SEC. This permits us to disclose important information to you
by referencing these filed documents. Any information referenced this way
is considered part of this prospectus, and any information filed with the
SEC subsequent to this prospectus will automatically be deemed to update
and supersede this information. We incorporate by reference the following
documents which we have filed with the SEC:
o our Annual Report on Form 10-K for the fiscal year ended
December 29, 1996.
(b) The Company's27, 1998;
o our Quarterly ReportsReport on Form 10-Q for the quartersquarter ended
March 30, 1997, June 29, 199728, 1999; and
September 28, 1997.
(c) The Company'so our Current Reports on Form 8-K dated February 6,
1997, April 21, 1997, July 17, 1997, October 20, 199715, 1999 and
December 9,
1997.
AllJune 16, 1999.
We also incorporate by reference the documents filed bylisted above and any
future filings made with the Company pursuant toSEC in accordance with Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act subsequent to the date of this
Prospectus and prior to1934, as amended (the
"Exchange Act") until we file a post-effective amendment which indicates
the termination of the offering of the Debt
Securities shall be deemed to besecurities made by this prospectus.
Hasbro will provide without charge upon written or oral request, a
copy of any or all of the documents which are incorporated by reference in
this Prospectusprospectus, other than exhibits which are specifically incorporated by
reference into those documents. Requests for these copies should be
directed to: Hasbro, Inc., 1027 Newport Avenue, Pawtucket, Rhode Island,
02861, Attention: Cynthia S. Reed, or by telephone to Cynthia S. Reed at
401-431-8697.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the SEC using a "shelf" registration process. This prospectus provides
you with a general description of the securities we may offer. Each time we
sell debt securities, we will provide a prospectus supplement that will
contain specific information about the terms of the offering. The
prospectus supplement may also add, update or change information contained
in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described above under the
heading "Where You Can Find More Information."
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated in this prospectus by
reference may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Exchange Act. These statements may be
identified by the use of forward-looking words or phrases such as
"anticipate," "believe," "expect," "intend," "may," "planned," "potential,"
and "should." These forward-looking statements reflect our current
expectations and are based upon currently available data. The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for such
forward-looking statements. In order to comply with the terms of the safe
harbor, we note that a variety of factors could cause actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements. These factors
include, but are not limited to:
o our ability to manufacture and ship new and continuing products in a
timely manner and customers' and consumers' acceptance of those
products in a competitive product environment;
o economic conditions and currency fluctuations in the various markets
in which we operate throughout the world;
o the inventory policies of retailers, including the continuing trend
of increased concentration of our revenues in the second half and
fourth quarter of the year, together with retailers' increased
reliance on quick response inventory management techniques, which
increases the risk of us underproducing popular items, overproducing
less popular items and failing to achieve tight and compressed
shipping schedules;
o the impact of competition on revenues, margins and other aspects of
our business;
o our incurring higher than expected costs to achieve, or not
achieving, "year 2000" readiness with respect to our information
systems, or our vendors and service suppliers failing to achieve such
readiness; and
o the risk that anticipated benefits of acquisitions or our Global
Integration and Profit Enhancement Program may not occur or be
a part hereofdelayed or reduced in their realization.
These or other events or circumstances could cause our actual
performance or financial results in future periods to differ materially
from those expressed in the forward-looking statements. We undertake no
obligation to make any revisions to the forward-looking statements
contained in this prospectus or the documents incorporated by reference in
this prospectus, or to update the forward-looking statements to reflect
events or circumstances occurring after the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein or contained in this Prospectus
shall be deemed to be modified or superceded for purposes of this
Prospectus to the extent any statement continued herein or in any
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supercedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a
part hereof except as so modified or superseded. This Prospectus does not
contain all information set forth in the Registration Statement of which
this Prospectus forms a part which the Company has filed with the
Commission and to which reference is hereby made.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT SPECIFICALLY
INCORPORATED BY REFERENCE HEREIN. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO:prospectus.
HASBRO
INC., 1027 NEWPORT AVENUE, PAWTUCKET, RHODE ISLAND,
02861, ATTENTION: CYNTHIA S. REED, OR BY TELEPHONE TO CYNTHIA S. REED AT
401-431-8697.
THE COMPANY
Hasbro, Inc. isWe are a worldwide leader in the design, manufacture and marketing of
toys, games, interactive software, puzzles and infant careproducts. Our
offerings include games, including traditional board and card, hand-held
electronic and interactive CD-ROM, and puzzles, preschool, boys' action and
girls' toys, dolls, plush products and infant products. We also license
various trademarks, characters and other property rights for use in
connection with the sale by others of noncompeting toys and non-toy
products. Both internationally and in the U.S., its Playskool(R),
Kenner(R), Tonka(R), Milton Bradley(R), Parker Brothers(R), Hasbro
Interactive(R), OddzOn(R)our PLAYSKOOL, KENNER,
TONKA, ODDZON, SUPER SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER, HASBRO
INTERACTIVE and Cap Toy(R)GALOOB products provide children and families with what we
believe to be the highest quality and most recognizable toys and games in
the world.
They include Mr. Potato Head(R), Tinkertoy(R), G.I. Joe(R),
Tonka(R) Trucks, Easy-Bake(R) Oven, Star Wars(TM), Batman(TM), Koosh(R),
Vortex(TM), The Game of Life(R), Scrabble(R) and Monopoly(R) to name a
few.
The CompanyHasbro was incorporated under the laws of the State ofin Rhode Island on January 8, 1926. The Company'sHasbro's
principal office is at 1027 Newport Avenue, Pawtucket, Rhode Island 02861,
and the Company'sits telephone number is (401) 431-8697. For purposes of the preceding
paragraph, the Company means Hasbro, Inc. and its subsidiaries. Elsewhere
herein the Company means Hasbro, Inc. unless the context otherwise
requires.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Debt Securities will be used for working capital, to repurchase
outstanding shares of the Company's Common Stock and for acquisitions.
Any specific allocation of the net proceeds of an offering of Debt
Securities to a specific purpose will be described in the applicable
Prospectus Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratio of earnings to fixed charges of
the CompanyHasbro and its consolidated subsidiaries for each of the periods indicated.
NINE MONTHSFISCAL QUARTERS
ENDED FISCAL YEAR(1)
SEPTEMBER 28,IN MARCH(1) Fiscal Year(2)
1999 1998 1998 1997 1996 1995 1994
1993 1992
- ------------------------ -------- ---------------------- ------------- ---------- ---------- --------- ----------------- ----------
2.24 3.05 6.70 5.66 7.51 5.82 7.58 8.59 7.08
- -------------------
(1) Fiscal Quarters ended on March 28, 1999 and March 29, 1998.
(2) Fiscal years 1998, 1997, 1996, 1995 and 1994 ended on December 27,
1998, December 28, 1997, December 29, 1996, December 31, 1995 and
December 25, 1994, respectively.
For purposes of computing the ratios of earnings to fixed charges:
fixed charges include interest, amortization of debt expense and one-third
of rentals; and earnings available for fixed charges represent earnings
before fixed charges and income taxes.
- --------
1 Fiscal years 1996, 1995, 1994, 1993THE SELLING SHAREHOLDERS
All of the shares of common stock are being issued to and 1992 endedsold by the
selling shareholders of Hasbro identified in the following table. The table
and the following paragraph also set forth information regarding the
beneficial ownership of our outstanding common stock as of June 30, 1999
for each of the selling shareholders. The address for each of Lucasfilm
Ltd., Lucas Licensing Ltd. and George W. Lucas, Jr. is 5858 Lucas Valley
Road, Nicasio, California 94946.
Number of Shares Covered
Selling Shareholder by this Prospectus
------------------- ------------------------
Lucas Licensing Ltd....................... 9,450,000
Lucasfilm Ltd............................. 6,300,000
As of the close of business on December 29,
1996, December 31, 1995, December 25, 1994, December 26, 1993June 30, 1999, Lucas Licensing Ltd.
did not hold any shares directly but owned warrants to purchase an
aggregate of 9,450,000 shares. As of the close of business on June 30,
1999, Lucasfilm Ltd. did not hold any shares directly but owned warrants to
purchase an aggregate of 6,300,000 shares. All of the warrants held by
Lucasfilm Ltd. and December 31, 1992, respectively.Lucas Licensing Ltd. became exercisable upon the release
of the film, "Star Wars: Episode 1: The Phantom Menace" on May 19, 1999.
Lucasfilm Ltd. is the sole shareholder of Lucas Licensing Ltd. and as such
may be deemed to beneficially own the shares held by Lucas Licensing Ltd.
As the sole director of both Lucasfilm Ltd. and Lucas Licensing Ltd. and as
the controlling person of Lucasfilm Ltd., George W. Lucas, Jr. may be
deemed to beneficially own the shares held by both Lucasfilm Ltd. and Lucas
Licensing Ltd.
USE OF PROCEEDS
We will receive none of the proceeds of securities sold by selling
shareholders. We intend to use the net proceeds of any debt securities sold
by us for working capital, to repurchase outstanding shares of our common
stock and for acquisitions. Any specific allocation of the net proceeds of
an offering of debt securities to a specific purpose will be described in
the applicable prospectus supplement.
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the debt securities and common
stock that Hasbro or selling shareholders may sell. These summaries are not
meant to be a complete description of each security. However, this
prospectus and any accompanying prospectus supplement contain the material
terms of the securities being offered.
DESCRIPTION OF DEBT SECURITIES
The Debt Securitiesdebt securities will be our direct general unsecured obligations of the
Company.obligations.
The Debt Securitiesdebt securities will be issued either as Senior Debt
Securitiessenior debt securities or as Subordinated Debt Securities.subordinated
debt securities. Both Senior Debt
Securitiessenior debt securities and Subordinated Debt Securitiessubordinated debt
securities may be issued as convertible Debt Securities ("Convertible Debt Securities")debt securities which, unless
previously redeemed or otherwise purchased, will be convertible into shares
of the
Company'sHasbro's common stock, par value $.50 per share (the "Common Stock").stock. The Senior Debt Securities are todebt securities will be issued under an Indenture dated
as of January , 1998 (the "Senior Indenture")one or
more separate indentures between the Companyus and a banking institution as trustee.
The Subordinated Debt Securities are toSenior debt securities will be issued under an Indenture dated as of January , 1998 (the
"Subordinated Indenture") betweena senior indenture and
subordinated debt securities will be issued under a subordinated indenture.
Together the Company and a banking institution,
as trustee. In this Prospectus, the Senior Indenturesenior indenture and the Subordinated
Indenturesubordinated indenture are sometimes collectively referred to as the "Indentures" and
individually as an "Indenture," and the trustees thereunder are sometimes
collectively referred to as the "Trustees" and individually as a
"Trustee."
The following description of the terms of the Indentures and the
Debt Securities sets forth certain general terms andcalled
indentures.
We have summarized all material provisions of the Indentures andindentures below.
The forms of the Debt Securities to which any Prospectus Supplement may
relate. The terms of any particular series of Debt Securities offered by
any Prospectus Supplement (the "Offered Debt Securities") and the extent,
if any, to which such general provisions may applyindentures have been filed as exhibits to the Offered Debt
Securities willregistration
statement and you should read the indentures for provisions that may be
described in the Prospectus Supplement relatingimportant to such Offered Debt Securities. The following summaries of certain
provisionsyou. In parts of the Indentures do not purportsummary below, we have included
references to be complete and are
subject to, and are qualified in their entirety by reference to, all
provisionssection numbers of the Indentures, including the definitions therein of
certain terms. Wherever particular sections or defined terms of the
Indentures are referred to, such sections or defined terms shall be
incorporated herein by reference.indentures so that you can easily
locate these provisions. The Indentures are substantially identical, except
for certain covenants of the CompanyHasbro applicable to the Senior Indenturesenior indenture and
provisions relating to subordination. See "Provisions Applicable Solely to
Senior Debt Securities" and "Provisions Applicable Solely to Subordinated
Debt Securities."
Certain terms defined
in the Indentures are capitalized herein, and particular section numbers
refer to sections in the Indentures.GENERAL
The Debt Securitiesdebt securities will be obligations exclusively of the Company.our direct unsecured obligations. Because
significant operations of the CompanyHasbro are currently conducted through
subsidiaries, the cash flows of the Company are dependentHasbro depend in part upon the cash flows
of suchthese subsidiaries and the availability of those cash flows to the Company.Hasbro.
In addition, the payment of dividends, distributions and certain loans and
advances to the CompanyHasbro by its subsidiaries may be subject to certain statutory or
contractual restrictions, are contingentdepend upon the earnings of suchthe subsidiaries and
are subject to various business considerations. Any right of the CompanyHasbro to
receive the assets of any of its subsidiaries upon their liquidation,
reorganization or recapitalization, (andand the consequent right of the Holdersholders
of the Debt Securitiesdebt securities to participate in those assets)assets, will be effectively subordinated
to the claims of the creditors and any preferred shareholders of the
respective subsidiaries, (whichwhich creditors would include trade creditors and
in the future may include lenders of additional debt for borrowed money), except
to the extent that the Companymoney.
Even if Hasbro is itself recognized as a creditor of any
such subsidiary, in which case the
claims of the CompanyHasbro would still be subordinated to any security interests in
the assets of such subsidiary and any indebtedness of such subsidiary
senior to that held by Hasbro.
A prospectus supplement relating to any series of debt securities
being offered will include specific terms relating to the Company.offering. The
terms will be established in an officer's certificate or a supplemental
indenture. The officer's certificate or supplemental indenture will be
signed at the time of issuance and will contain important information. The
officers' certificate or supplemental indenture will be filed as an exhibit
to a Current Report on Form 8-K of Hasbro. The Current Report on Form 8-K
will be publicly available. The officers' certificate or supplemental
indenture will include some or all of the following for a particular series
of debt securities:
o the title of the securities;
o any limit on the amount(s) that may be issued;
o the maturity date(s) or the method by which such date(s) will be
determined;
o the interest rate or the method of computing the interest rate;
o the date or dates from which interest will accrue, or how such
date or dates will be determined, and the interest payment date
or dates and any related record dates;
o any mandatory or optional sinking fund or similar provisions;
o the terms and conditions on which we may redeem the debt
securities;
o the date(s), if any, on which, and the price(s) at which Hasbro
is obligated to redeem such series of debt securities and other
related terms and provisions;
o the place(s) where payments, if any, will be made on the debt
securities and the place(s) where debt securities may be
presented for transfer and, if applicable, conversion;
o whether the debt securities are issuable as registered
securities, bearer securities or both, and the terms upon which
bearer securities may be exchanged for registered securities;
o special provisions relating to the issuance of any bearer
securities of any series;
o the currency or currency units in which payments may be payable;
o any changes to or additional events of default or covenants;
o the form of debt securities and coupons, if any; and
o any other terms of the debt securities. (Section 3.01 of the
indentures)
Unless otherwise indicated in a Prospectus Supplementprospectus supplement relating to any
Offered Debt Securities,debt securities, the covenants contained in the Indenturesindentures or the Offered Debt Securitiesdebt
securities would not afford Holdersholders of the Offered Debt
Securitiesdebt securities protection in
the event of a highly leveraged or other transaction involving the CompanyHasbro or
its subsidiaries that may adversely affect the Holders.
GENERAL
Theholders of the debt
securities.
Debt Securitiessecurities may be issued from time to time in separate
series in amounts,under the indentures as original issue
discount securities. An original issue discount security is a security,
including any zero-coupon security, which:
o is issued at prices and on other terms to be determined at the
time of sale. The Indentures will not limita price lower than the amount of Debt Securities
which may be issued thereunder.
Reference is made to the Prospectus Supplement which will describe
the following termspayable upon its
stated maturity and
o provides that upon redemption or acceleration of the offered Debt Securities: (a)maturity,
an amount less than the titleamount payable upon the stated maturity,
shall become due and payable. (Section 1.01 of the Offered Debt Securities; (b) classificationindentures)
If a series of debt securities are original issue discount
securities, the Offered Debt
Securities as Senior Debt Securities or Subordinated Debt Securitiesspecial Federal income tax, accounting and any limit on the aggregate principal amount of the Offered Debt
Securities; (c) whether the Offered Debt Securities are Convertible Debt
Securities and, if so, the terms and conditions upon which conversionother
considerations applicable to original issue discount securities will be
effected, includingdiscussed in the initial conversion price or conversion
rate, the conversion period and other conversion provisions in addition
to or in lieu of those described herein; (d) the date or dates on which
the Offered Debt Securities will mature and/or the method by which such
date or dates will be determined; (e) the rate or rates (which may be
fixed or variable) per annum at which the Offered Debt Securities will
bear interest, if any, and the date from which such interest will accrue
and/or the method by which such rate or rates will be determined; (f) the
dates on which such interest, if any, will be payable and the Regular
Record Dates for such Interest Payment Dates; (g) any mandatory or
optional sinking fund or purchase fund or analogous provisions; (h) if
applicable, the period or periods within which, or the date on which and
the price or prices at which, the Offered Debt Securities may, pursuant
to any optional or mandatory redemption provisions, be redeemed at the
option of the Company or the Holder thereof and the other detailed terms
and provisions of such optional or mandatory redemption; (i) the place or
places of payment of principal of (and premium, if any) and interest, if
any, on the Offered Debt Securities and the place or places where the
Offered Debt Securities may be presented for transfer and, if applicable,
conversion; (j) whether the Offered Debt Securities are issuable as
Registered Securities, Bearer Securities or both, and the terms upon
which Bearer Securities may be exchanged for Registered Securities; (k)
special provisionsprospectus supplement relating to the issuancethat series of any Bearer Securities of
any series; (l) the currency in Dollars, Foreign Currency or any
composite currency of any series in which the Offered Debt Securities
will be denominated or in which principal (premium, if any) and interest,
if any, in respect thereof may be payable; (m) any deletions from,
changes in or additions to Events of Default or covenants of the Company
in the applicable Indenture; (n) the form of Debt Securities and Coupons,
if any; and (o) any other terms of the Offered Debt Securities. (Section
301 of the Indentures)debt
securities.
FORM, EXCHANGE AND TRANSFER
The Debt Securitiesdebt securities will be issuable as Registered Securities,registered securities, as
Bearer Securitiesbearer securities or both. Debt Securities of a seriesThe indentures will provide that debt securities
may be issuable in temporary or permanent global form as described below under "Global Securities."which will be
deposited with, or on behalf of, a depositary, which will be identified in
an applicable prospectus supplement. Unless the Prospectus Supplementprospectus supplement
relating theretoto a series of debt securities specifies otherwise, Registered
Securitiesregistered
securities denominated in U.S. dollars will be issued only in denominations
of $1,000 or any integral multiple thereof, and Bearer
Securitieswhole multiples of $1,000 and bearer securities denominated
in U.S. dollars will be issued only in denominations of $5,000 or any integral multiple thereof.and whole
multiples of $5,000. (Section 3023.02 of the Indentures)indentures)
Debt Securitiessecurities may be presented for exchange, and Registered
Securitiesregistered
securities (other than a Book-Entry Security)book-entry security) may be presented for
registration of transfer (with the applicable form of transfer endorsed thereon duly
executed), at the office of any transfer agent or at the office of the
Security Registrar (as defined in the indentures), without service charge
and upon payments of any taxes and other governmental charges as described
in the Indentures.indentures. Such registration of transfer or exchange will be
effected upon the transfer agent or the Security Registrar, as the case may
be, being satisfied with the documents of title and identity of the person
making the request. (Section 3053.05 of the Indentures)indentures) Bearer Securitiessecurities will
be transferable by delivery.
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from
the principal amount thereof. If the Offered Debt Securities are Original
Issue Discount Securities, the special Federal income tax, accounting and
other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount
Security" means anyA debt security which provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the maturity thereof upon the occurrence of an Event of
Default and the continuation thereof. (Section 101 of the Indentures)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of (and premium, if any) and interest, if any, on
Registered Securities will be made in the designated currency at the
office of such Paying Agent or Paying Agents as the Company may designate
from time to time, except that at the option of the Company payment of
any interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of any installment of
interest on Registered Securities will be made to the Person in whose
name such Registered Security is registered at the close of business on
the Regular Record Date for such interest payment. (Sections 307 and 1002
of the Indentures)
Payment of principal of, premium, if any, and interest, if any, on
Bearer Securities will be payable in the currency or composite thereof
and in the manner designated in the Prospectus Supplement, subject to any
applicable laws and regulations, at such paying agencies outside the
United States as the Company may appoint from time to time. The Paying
Agents outside the United States initially appointed by the Company for a
series of Debt Securities will be named in the Prospectus Supplement. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agents, except that, if Debt Securities of a
series are issuable as Registered Securities, the Company will be
required to maintain at least one Paying Agent in each Place of Payment
for such series and, if Debt Securities of a series are issuable as
Bearer Securities, the Company will be required to maintain a Paying
Agent in a Place of Payment outside the United States where Debt
Securities of such series and any Coupons appertaining thereto may be
presented and surrendered for payment; provided that if the Debt
Securities of such series are listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in London or Luxembourg or any other required
city located outside the United States, as the case may be, for the Debt
Securities of such series. (Section 1002 of the Indentures)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in
global form. A Debt Security in global form will be deposited with, or on
behalf of, a Depositary, which will be identified in an applicable
Prospectus Supplement. A Debt Security may be issued in either registered
or bearer form and in either temporary or permanent form. A Debt Security in global form may not be transferred except as a
whole by the Depositarydepositary for such Debt Securitydebt security to a nominee of such
Depositarydepositary or by a nominee of such Depositarydepositary to such Depositarydepositary or another
nominee of such Depositarydepositary or by such Depositarydepositary or any such nominee to a
successor of such Depositarydepositary or a nominee of such successor. (Section 3.05
of the indentures) If any Debt Securitydebt security of a series is issuable in global
form, the applicable Prospectus Supplementprospectus supplement will describe theany circumstances if any,
under which beneficial owners of interests in any such global Debt Securitydebt security
may exchange such interests for definitive Debt Securitiesdebt securities of such series
of like tenor and principal amount in any authorized form and denomination,
the manner of payment of principal and interest, if any, on any such global
Debt Securitydebt security and the specific terms of the depositary arrangement with
respect to any such global Debt Security. (Section 305debt security.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable prospectus supplement, we
will pay principal, any premium and interest on registered securities at
the office of the Indentures)paying agents designated by Hasbro, except that we may
pay interest by check mailed to, or wire transfer to the account of, the
holder. Unless otherwise indicated in an applicable prospectus supplement,
payment of any installment of interest on registered securities will be
made to the person in whose name the registered security is registered at
the close of business on the record date for such interest payment.
(Sections 3.07 and 10.02 of the indentures)
We will pay principal, any premium and interest on bearer securities
in the currency or composite of currency in the manner designated in the
prospectus supplement, subject to any applicable laws and regulations, at
the paying agencies outside the United States designated by Hasbro. The
paying agents outside the United States initially appointed by Hasbro for a
series of debt securities will be named in the prospectus supplement. If
debt securities of a series are issuable as registered securities, Hasbro
will be required to maintain at least one paying agent in each place of
payment for such series and, if debt securities of a series are issuable as
bearer securities, Hasbro will be required to maintain a paying agent in a
place of payment outside the United States where debt securities of such
series and any coupons appertaining thereto may be presented and
surrendered for payment. If the debt securities of a series are listed on
any stock exchange located outside the United States and the stock
exchange(s) require Hasbro to maintain a paying agent in a city located
outside the United States, Hasbro will comply with such requirement(s).
(Section 10.02 of the indentures)
WAIVER, MODIFICATIONS AND AMENDMENT
Described below are provisions which apply to the waiver of defaults
under, or compliance with, the indentures.
The Holdersholders of a majority inof the principal amount of the Outstanding
Debt Securitiesoutstanding
debt securities of any particular series may waive past defaults with
respect to such series. (Section 612that particular series, except for:
o defaults on any required payments; or
o defaults relating to any covenants of the Indentures)indentures which cannot
be changed without the consent of each holder of a debt security
affected by such change. (Section 6.12 of the indentures)
The Holdersholders of a majority in aggregate principal amount of the
Outstanding Senior Debt
Securitiesoutstanding senior debt securities of each series affected (voting as a
single class and not by individual series) under the Senior Indenture or, in case less than allsenior indenture may
waive Hasbro's compliance with some of the several seriesrestrictive provisions of Outstanding Senior Debt Securities are affected, the
Holderssenior indenture. (Section 10.07 of the senior indenture)
Hasbro and the applicable trustee may change an indenture with the
consent of the holders of a majority in aggregate principal amount of the
Outstanding Senior Debt
Securitiesdebt securities outstanding under that indenture. In addition, the rights
of holders of a series of debt securities may be changed by Hasbro and the
trustee with the written consent of the holders of a majority of the
principal amount of the outstanding debt securities of each series that is
affected. However, the following changes may only be made with the consent
of each affected (voting asholder:
o changing the stated maturity of principal or of any installment
of principal or interest;
o reducing the principal amount or any premium;
o reducing the rate of interest;
o reducing any premium payable upon redemption;
o reducing the principal amount of an original issue discount
security due and payable upon an acceleration of maturity;
o changing the currency of payment of, or deleting any country
from places of payment on, the debt securities or changing the
obligation to maintain paying agencies;
o impairing the right to sue for any payment on a single class), may waivedebt security;
o making any change which adversely affects the Company's compliance with certain restrictiveright to convert
a debt security or, unless provided for in the applicable
indenture, decreasing the conversion rate or increasing the
conversion price;
o modifying the subordination provisions of the Senior Indenture. (Section 1007subordinated
indenture to adversely affect the holders of subordinated debt
securities;
o reducing the percentage of debt securities referred to above,
the holders of which are required to consent to any waiver or
amendment; or
o modifying any of the Senior Indenture) In order to
determineabove requirements. (Section 9.02 of the
indentures)
Under the indentures, the aggregate principal amount of any
Outstanding Debt
Securitiesoutstanding debt securities not payable in U.S. dollars is the principal amount of the Debt
Securities shall be deemed to be that amount of
Dollars that could be obtained for such principal amount based on the spot
rate of exchange for such Foreign Currency or such currency unit as
determined by the CompanyHasbro or by an authorized exchange rate agent. (Section 1011.01
of the Indentures)
Modification and amendment of an Indenture may be made by the
Company and the applicable Trustee (i) with the consent of the Holders of
a majority in aggregate principal amount of the Outstanding Debt
Securities thereunder (voting as a class and not by individual series),
or (ii) in case less than all of the several series of Debt Securities
then Outstanding thereunder are affected by the modification or
amendment, with the consent of the Holders of a majority in principal
amount of the Outstanding Debt Securities of all series so affected
(voting as a single class and not by individual series), provided that no
such modification or amendment may, without the consent of the Holder of
each Debt Security affected thereby: (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest, if any,
on, any Debt Security; (b) reduce the principal amount of, or the rate of
interest, if any, on, or any premium payable upon the redemption of, any
Debt Security, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof; (c) change the currency of payment,
or delete any country from Places of Payment, of principal or premium, if
any, or interest, if any, on any Debt Security (other than any such
country in which, in the good faith determination of the Board of
Directors of the Company, the functions to be performed in the Places of
Payment in such country are no longer practicably performable); (d)
impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Security; (e) if applicable, make any change
that adversely affects the right to convert any Debt Security or (except
as provided in the applicable Indenture) decrease the conversion rate or
increase the conversion price of any Debt Security; (f) modify, in the
case of the Subordinated Indenture, the provisions relating to the
subordination of the Subordinated Debt Securities in a manner adverse to
the Holders of the Subordinated Debt Securities; (g) reduce the
percentages of Holders of Debt Securities of any particular series
necessary to amend or supplement such Indenture or waive defaults or
compliance as specified in this or the preceding paragraph; or (h) modify
the foregoing requirements. Any modification or amendment which changes
or eliminates any covenant or other provision of an Indenture which has
expressly been included solely for the benefit of one or more particular
series of Debt Securities, or which modifies the rights of the Holders of
Debt Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under the applicable
Indenture of the Holders of Debt Securities of any other series.
(Section 902 of the Indentures)indentures)
EVENTS OF DEFAULT
The following are events are Events of Defaultdefault under the Indenturesindentures with respect
to any particular series of Debt Securities issued thereunder:
(a) default in payment ofdebt securities issued:
o we fail to pay the principal or any principal of (or premium if any, on) any
Debt Security of that series, or default in thewhen due;
o we fail to deposit of any sinking fund payment on any Debt Security of that series, when due;
(b) default
in the payment of anyo we fail to pay interest if any, on any Debt Security of that
series when due continuedand continuing for 30 days;
(c) default in the performance,o we fail to observe or breach, ofperform any other covenant, of the Company (otherother than a
covenant included in the applicable Indenture solely for the benefit ofspecifically relating to another series of Debt Securities other than the series in respect of which the Event of
Default is being determined), continueddebt
securities and such failure continues for 90 days after we
receive written notice as provided in the Indentures; (d) certainindentures;
o events of bankruptcy, insolvency or reorganization under federal or state laws of the United
States, involving
the CompanyHasbro or a Significant Subsidiary;
(e)o acceleration of Indebtednessindebtedness of the CompanyHasbro or anya Significant
Subsidiary aggregating more than $20 million so that such Indebtedness becomes due
prior to the date which the same would otherwise become due and payable,
unless such acceleration is rescinded, annulled or otherwise cured; (f)$50 million;
o final and nonappealable judgments or orders to pay, in the
aggregate at any one time, more than $20$50 million rendered by a
court of competent jurisdiction against the CompanyHasbro or a Significant
Subsidiary, continued for 90 days (during which execution shall
not be effectively stayed or bonded) without discharge or
reduction to $20$50 million or less; and
(g)o any other Eventsevents of Defaultdefault provided with respect to Debt Securitiesdebt
securities of that series. (Section 6016.01 of the Indentures)indentures)
As used in this paragraph,above, the term "Significant Subsidiary" has the meaning
ascribed to such term in Regulation S-X of the CommissionSEC as in effect on January __, 1998June 30,
1999 (i.e., a subsidiary, together with its subsidiaries, that satisfies
any of the following conditions, subject to certain exceptions: (i) the
CompanyHasbro
and its other subsidiaries' investments in and advances to the subsidiary
exceed 20%10% of the total consolidated assets of the CompanyHasbro and its subsidiaries
(such total consolidated assets being computed as of the end of the most
recently completed fiscal year), (ii) the CompanyHasbro and its other subsidiaries'
proportionate share of the total assets of the subsidiary exceeds 20%10% of
the total consolidated assets of the CompanyHasbro and its subsidiaries (such total
consolidated assets being computed as of the end of the most recently
completed fiscal year) or (iii) the CompanyHasbro and its other subsidiaries' equity
in the income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principle of the
subsidiary exceeds 20%10% of such consolidated income of the CompanyHasbro and its
subsidiaries (such total consolidated income being computed as of the end
of the most recently completed fiscal year).
If with respect to Debt Securitiesan event of any series atdefault occurs and is continuing, the time
Outstanding, an Event of Default shall occur and be continuing, then and
in every such case (unless the principal of all the Debt Securities of
that series shall have already become due and payable) the applicable
Trusteetrustee or the
Holdersholders of at least 25% in aggregate principal amount of the Outstanding Debt Securitiesoutstanding
debt securities of that series may declare to beeach debt security of that
series due and payable immediately by a notice in writing to the CompanyHasbro (and to
the applicable Trusteetrustee if given by Holders) the entire principal amount, or,
in the case of Original Issue Discount Securities, such portion of the
principal amount as may be provided for in such Debt Securities, of all
the Debt Securities of that series; provided that no suchholders). No notice or
declaration shall beis required in the
caseevent of an Eventa bankruptcy, insolvency or reorganization involving Hasbro or a
Significant Subsidiary. (Section 6.02 of Default with
respectthe indentures)
A holder of the debt securities of any series will only have the
right to institute a proceeding under the indentures or to seek other
remedies if:
o the holder has given written notice to the Company referred to in clause (d) of the preceding
paragraph. At any time after such declaration of acceleration has been
made, but before a judgment or decree for payment of the money due has
been obtained by the applicable Trustee, the Holderstrustee of a
majoritycontinuing event of default;
o the holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securitiesoutstanding debt securities of that series byhave made written
noticerequest;
o such holders have offered reasonable indemnity to the Company and the applicable Trustee, may, subject to
certain conditions, rescind and annual such declaration and its
consequences, if all payments due (other than those due as a result of
acceleration) have been made and all other Events of Default have been
cured or waived. (Section 602 of the Indentures)
No Holder of any Debt Securities of any particular series shall have
any righttrustee to
institute any proceedingproceedings as trustee;
o the trustee has not received written directions inconsistent with
respect tosuch request from the Indentures or
for any remedy thereunder, unless such Holder previously shall have given
to the applicable Trustee written noticeholders of a default with respect to
that series and unless the Holders of at least 25%majority of the principal
amount of Outstanding Debt Securitiesthe outstanding debt securities of that series also shall have made
written request uponseries; and
o the applicable Trustee, and have offered reasonable
indemnity, totrustee does not institute such proceeding as trustee, and the applicable
Trustee shall not have received directions inconsistent with such request
in writing by the Holders of a majority in principal amount of
Outstanding Debt Securities of that series and shall have failed to
institute such proceeding within 60 days.
However, the right of any
Holder of any Debt Security to enforce the payment of principal and
interest due on such Debt Security on or after the dates expressed in
such Debt Security, may not be impaired or affected. (Section 6076.07 of the Indentures)indentures)
Hasbro will annually file statements with the applicable trustees
regarding our compliance with the covenants in the indentures. The
Companyapplicable trustee will be required to furnish to each Trustee annually a
statement as to the fulfillment by the Company of all of its obligations
under the related Indenture.
The Trustee will, with certain exceptions,generally give the Holdersholders of debt securities
notice within 90 days of all Eventsthe occurrence of Defaultan event of default known to the
Trustee, within 90 days after the
occurrence thereof.trustee.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenturesindentures provide, if such provision is made applicable to the
Debt Securitiesdebt securities of any series pursuant to Section 3013.01 of the applicable
Indenture,indenture, that, the Companysubject to certain conditions, we may elect under certain conditions either
(A)o to defease and be discharged from any and all obligations with
respect to such Debt Securitiesdebt securities (except as otherwise provided in
the applicable Indenture)indenture) ("defeasance"); or
(B)o to be released from our obligations with respect to any such
series of
Senior Debt Securities, to be released from its obligations with respect
to such Senior Debt Securitiessenior debt securities described below under "Restrictions on
Liens," and "Restrictions on Sale and Leaseback Transactions,"
("covenant defeasance") upon the irrevocable deposit.
We may do so by depositing with the applicable Trustee, in
trust for such purpose, oftrustee money, and/or
U.S. Government Obligations
and/or, if so specified with respect to such series, Foreign Government
Securities (each as defined)certain government securities which through the payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (andand any premium if any) and interest if
any, on such Debt Securities,debt
securities, and any mandatory sinking fund or analogous payments thereon, on thetheir
scheduled due dates therefor.dates. Such a trust may only be established if, among other
things, the CompanyHasbro has delivered to the applicable Trusteetrustee an Opinionopinion of
Counsel tocounsel meeting the effect that (i) the
Holders of such Debt Securities will not recognize income, gain or loss,
for Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to Federal income tax on the same
amounts,requirements set forth in the same manner and at the same times as would have ben the
case if such defeasance or covenant defeasance had not occurred (such
opinion, in the case of defeasance under clause (A) above, must refer to
and be based upon a rulingindentures. (Article five
of the Internal Revenue Service) and (ii) if
the deposit referred to above shall include U.S. Government Obligations
or Foreign Government Securities, such deposit shall not result in the
Company, the Trustee or such trust being regulated as an "investment
company," under the Investment Company Act of 1940. (Article Five of the
Indentures)indentures) The Prospectus Supplementprospectus supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance with
respect to Debt Securitiesdebt securities of a particular series.
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Under each Indenture, a consolidationthe indentures, Hasbro has the ability to merge or merger of the Companyconsolidate
with, or into another corporation,sell, convey, or the sale, conveyance or lease of all or substantially all of the Company'sour property,
to another corporation, is
permitted provided that (i) the Person (if other than the Company)that:
o it is a corporation organizedincorporated in the United States;
o the corporation assumes all of Hasbro's obligations under the
laws of the United States or any state
thereof; (ii) the corporation (if other than the Company) assumes payment
of the principal of (and premium, if any) and interest, if any, on the
Outstanding Debt Securities and Couponsindentures and the performance and
observance of alldebt securities;
o the covenants and conditions of such Indenture; (iii)
the corporation (if other than the Company) delivers to the applicable Trusteetrustee a supplemental
indenture providing for preservation of any conversion rights, if any;rights;
o no event of default would occur; and
(iv) the Company shall have delivered to the
applicable Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that the consolidation, merger, sale, conveyance or lease
and such supplemental indenture comply with Article Eight of the
applicable Indenture and that all conditions precedent therein provided
for relating to such transaction have been complied with. In addition,o in the case of Senior Debt Securities,senior debt securities, if upon or as a result of any such consolidation, merger, sale, conveyancetransaction,
or lease, or upon any acquisition by the Company by purchase or otherwise of all or any partHasbro of the properties of any other
Person,person, would result in any Principal Property (as defined in the
indentures) or any shares of capital stock or indebtedness of any
Restricted Subsidiarysubsidiary owned by the
CompanyHasbro or any Restricted Subsidiary immediately prior thereto would
thereupon becomesubsidiary becoming subject to
any mortgage,lien or other security interest pledge or
lien or encumbrance not permitted by the covenant
described under "Provisions Applicable Solely to Senior Debt
Securities -- RestrictionsSecurities--Restrictions on Liens," the CompanyHasbro immediately prior to
such consolidation, merger,
sale, conveyance, leasetransaction or acquisition, shall, by supplemental indenture,
securesecures the due and punctual payment of the principal of, and any premium if
any, and
interest, if any, on the Senior Debt Securitiessenior debt securities then outstanding (equally
and ratably with any other indebtedness entitled thereto
immediately following such transaction). (Section 8018.01 of the
Indenturesindentures and Section 8038.03 of the Senior Indenture)senior indenture)
CONVERSION
The Indenturesterms, if any, on which a series of debt securities may providebe
convertible into or exchangeable for a right of conversion (or mandatory
conversion at the option of the Company) of Debt Securities into Common
Stock (orour common stock or cash in lieu thereof). The following provisions will apply to
Debt Securities that are Convertible Debt Securities unless otherwise
providedbe
described in the Prospectus Supplement for such Debt Securities.prospectus supplement relating to that series of debt
securities. The Holder of Convertible Debt Securities which are convertibleterms will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at our option, and
will haveinclude provisions pursuant to which the right exercisable at the timenumber of shares of common
stock or times described in the Prospectus Supplement, unless such Convertible
Debt Securities are previously redeemed or otherwise purchasedcash to be received by the Company, to convert such Convertible Debt Securities into shares of
Common Stock at the conversion price set forth in the Prospectus
Supplement, subject to adjustment. The Holder of such Convertible Debt
Securities may convert any portion thereof which is $1,000 in principal
amount or any integral multiple thereof, except as otherwise specified in
the Prospectus Supplement. The Holder of any Convertible Debt Securities
which are mandatorily convertible into shares of Common Stock at the
optionholders of the Company will receive, upon the exerciseseries of such option by
the Company, in exchange for such Convertible Debt Securities, shares of
Common Stock upon the terms, and subject to the conditions, set forth in
the applicable Prospectus Supplement. (Section 402 of the Indentures)
In certain events, the conversion price willdebt
securities would be subject to adjustment as set forth inupon the Indentures. Suchoccurrence of certain
events, includeincluding:
o the issuance of shares of Common Stock of the Companyour common stock as a dividend or
distribution on the Common Stock;our common stock;
o subdivisions, combinations and reclassifications of the Common Stock;our common
stock;
o the issuance generally to holders of Common Stockour common stock of rights,
options or warrants entitling the holders
thereofthem (for a period not exceeding 45
days) to subscribe for or purchase shares of Common Stock at a price per shareour common stock for less than the
then current market price per share of Common Stock (as defined inprice; and
o apart from the Indentures);
andabove, the distribution generally to holders of
Common Stockour common stock of evidences of indebtedness, equity securities, (including equity interests in the
Company's subsidiaries) other than Common Stock,
or other assets (excluding cash dividends paid from earned
surplus or current net earnings but including Extraordinary Cash
Dividends)Dividends, as defined in the indentures) or subscription rights
or options or warrants entitling holders to subscribe for
securities (other than those referred to above). In cases where the fair
market valuesecurities. (Section 4.04 of the portion of assets, debt securities or rights,
warrants or options to purchase securities of the Company applicable to
one share of Common Stock distributed to shareholders exceeds the current
market price per share of Common Stock, or such current market price
exceeds such fair market value of such portion of assets, debt securities
or right, warrants or options so distributed by less than $1.00, rather
than being entitled to an adjustment in the Conversion Rate, the Holder
of a Convertible Debt Security upon conversion thereof will be entitled
to receive, in addition to the shares of Common Stock into which such
Convertible Debt Security is convertible, the kind and amounts of assets,
debt securities or rights, options or warrants comprising the
distribution that such Holder would have received if such Holder had
converted such Convertible Debt Security immediately prior to the record
date for determining the shareholders entitled to receive the
distribution. No adjustment of the conversion price will be required
unless an adjustment would require a cumulative increase or decrease of
at least 1% in such price; provided, however, that any adjustments not
made because of such provision will be carried forward and taken into
account in any subsequent adjustment. (Section 404 of the Indentures)indentures)
With respect to the Rights distributed under the Company'sHasbro's Rights Plan
described below under "Certain AntiTakeoverAnti-Takeover Provisions," and/or in the
event that the CompanyHasbro distributes any other rights or warrants (other than
those referred to in the preceding paragraph) ("Additional Rights") pro
rata to holders of Common Stock,our common stock, so long as any such Rights or
Additional Rights have not expired or been redeemed, the Holderholder of any
Convertible Debt Securityconvertible debt security surrendered for conversion will be entitled to
receive upon such conversion, in addition to the shares of Common Stock
issuable upon such conversion (the "Conversion Shares"), a number of Rights or Additional Rights to beas determined as follows: (i) if such
conversion occurs on or prior tounder the
date for the distribution to the
holders of Rights or Additional Rights of separate certificates
evidencing such Rights or Additional Rights (the "Distribution Date"),
the same number of Rights or Additional Rights to which a holder of a
number of shares of Common Stock equal to the number of Conversion Shares
is entitled at the time of such conversion in accordance with the terms
and provisions applicable to the Rights or Additional Rights and (ii) if
such conversion occurs after such Distribution Date, the same number of
Rights or Additional Rights to which a holder of the number of shares of
Common Stock into which such Convertible Security was convertible
immediately prior to such Distribution Date would have been entitled to
receive on such Distribution Date in accordance with the terms and
provisions of and applicable to the Rights or Additional Rights.indentures. The conversion price of the Convertible Debt Securitiesconvertible debt securities will
not be subject to adjustment on account of any declaration, distribution or
exercise of such Rights or Additional Rights. (Section 4044.04 of the Indentures)
Fractionalindentures)
We will not issue fractional shares of Common Stock will not be issuedour common stock upon
conversion, but, in lieu thereof, the Companyplace of fractional shares, we will pay a cash
adjustment based on the then current market price for the Common Stock.common stock.
(Section 4034.03 of the Indentures)indentures) Upon conversion, no payments or
adjustments will be made for accrued interest on Convertible Debt Securitiesconvertible debt
securities or dividends. A Convertible Debt Securityconvertible debt security surrendered for
conversion between the record date for an interest payment and the interest
payment date (except a Convertible Debt Security called for redemptionconvertible debt security to be redeemed on a
redemption date during such period) must be accompanied by payment of an
amount equal to the interest which the registered Holderholder is to receive thereonwith
respect to such security (or the portion thereofof the security to be converted)
and the interest payable on such interest payment date shall,
notwithstanding such conversion, be payable on such interest payment date
to the Holderregistered holder on such record date. (Sections 3073.07 and 4024.02 of
the Indenture)indentures)
In the case of any consolidationHasbro merges or merger of the Companyconsolidates with or into any other
person (with certain exceptions) or any salesells or transfer
oftransfers all or substantially
all of its assets, the assetsholder of the Company, the Holder of
Convertible Debt Securities,convertible debt securities, after the
consolidation, merger, sale or transfer, will have the right to convert
such Convertible Debt Securitiesconvertible debt securities only into the kind and amount of securities,
cash and other property which the Holderholder would have been entitled to
receive upon such
consolidation, merger, sale or transfer, if the Holderholder had held the Common Stockcommon stock issuable upon conversion of
such Convertible Debt Securitiesconvertible debt securities immediately prior to such consolidation,
merger, sale or transfer. (Section 4054.05 of the Indentures)indentures)
PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES
General. Senior Debt Securitiesdebt securities will be issued under the Senior
Indenturesenior
indenture and will rank pari passuequally with all other unsecured and unsubordinated
debt of the Company.Hasbro.
Certain Definitions. For purposes of the following discussion, the
following definitions are applicable. (Article One of the Senior
Indenture)senior indenture)
"Attributable Debt" in respect of a Sale and Leaseback Transaction
means, as of any particular time, the present value (discounted at the rate
of interest implicit in the terms of the lease involved in such Sale and
Leaseback Transaction, as determined in good faith by the Company)Hasbro) of the
obligation of the lessee thereunder for rental payments during the
remaining term of such lease.
"Consolidated Net Tangible Assets" means, as determined at any time,
the aggregate amount of assets included on a consolidated balance sheet of
the CompanyHasbro and its Subsidiaries (less applicable reserves), after deducting
therefrom (a) all current liabilities of the CompanyHasbro and its Subsidiaries (which
includes current maturities of long-term indebtedness) and (b) the total of
the net book values of all assets of the CompanyHasbro and its Subsidiaries properly
classified as intangible assets under generally accepted accounting
principles, in each case as of the end of the last fiscal quarter for which
financial information is available at the time of such calculation.
"Funded Debt" means all indebtedness which by its terms matures more
than 12 months after the time of the computation of the amount thereof or
which is extendible or renewable at the option of the obligor on such
indebtedness to a time more than 12 months after the time of the
computation of the amount thereof or which is classified, in accordance
with generally accepted accounting principles, in effect on January 1,
1998, on a corporation's balance
sheet as long-term debt.
"Principal Property" means any real property, manufacturing plant,
warehouse, office building or other physical facility or other like
depreciable physical assets of the CompanyHasbro or of any Subsidiary, whether owned
at or acquired after the date of the Senior Indenture, having a net book
value at the time of the determination in excess of the greater of 5% of
Consolidated Net Tangible Assets or $25$50 million other than, in each case,
any of the same which in the good faith opinion of the Board of Directors
of the CompanyHasbro is not of material importance to the total business conducted by
the CompanyHasbro and its Subsidiaries as a whole. As of the date of this Prospectus
none of the Company'sHasbro's assets constitute Principal Property as defined above.
"Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing or use by the CompanyHasbro or any Subsidiary of any
Principal Property, whether owned at the date of the Indenture or
thereafter acquired (except for temporary leases of a term, including any
renewal period, of not more than three years), which Principal Property has
been or is to be sold or transferred by the CompanyHasbro or a Subsidiary to a Person
with an intention of taking back a lease of such property.
"Secured Debt" means indebtedness (other than indebtedness among
the
CompanyHasbro and its Subsidiaries) for money borrowed by the CompanyHasbro or a Subsidiary
which is secured by (a) a mortgage or other lien on any Principal Property
or (b) a pledge, lien or other security interest on any shares of stock or
evidences of indebtedness of a Subsidiary. If any amount of such
indebtedness described in the parenthetical in the preceding sentence and
held by the CompanyHasbro or a Subsidiary is transferred in any manner to any Person
other than the CompanyHasbro or a Subsidiary, such amount shall be deemed to be
Secured Debt issued on the date of transfer.
"Subsidiary" means any corporation of which the Company,Hasbro, or the
CompanyHasbro and one
or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own a majority (by number of votes) of the outstanding voting
securities having voting power under ordinary circumstances to elect the
directors of such corporation.
Restrictions on Liens. The CompanySecured Debt. If Hasbro and its Subsidiaries are
prohibited from creating, incurring, assumingincur,
assume or guaranteeingguarantee any Secured Debt, without, so long as any such indebtedness shall be so secured,
securingHasbro must secure the Senior Debt Securitiessenior debt
securities of such series and any other indebtedness of or guaranteed by
the CompanyHasbro or any such Subsidiary then entitled thereto equally and ratably with or, at the
option of the
Company,Hasbro, prior to such Secured Debt. The foregoing restrictions
are not applicable to (i)to:
o any mortgage, security interest, pledge, lien or encumbranceother security interest on any property hereafter
acquired, improved or constructed by the CompanyHasbro or a Subsidiary and
created within 180 days after such acquisition (or, in the case
of property constructed or improved, within 180 days after the
completion and commencement of commercial operation of such
property) to secure or provide for the payment of all or any part
of the purchase or construction price of such property, (ii)property;
o any mortgage,
security interest, pledge, lien or encumbranceother security interest existing on property at the
time of acquisition by the CompanyHasbro or a Subsidiary, (iii)Subsidiary;
o any
mortgage, security interest, pledge, lien or encumbranceother security interest existing on the property or
on the outstanding shares ofor indebtedness of a corporation at the
time it becomes a Subsidiary (but not created in anticipation of
the transaction in which such corporation becomes a Subsidiary), (iv);
o any
mortgage, security interest, pledge, lien or encumbranceother security interest on the property, shares or
indebtedness of a corporation existing at the time such
corporation is merged or consolidated with the CompanyHasbro or a Subsidiary
or at the time of a sale, lease or other disposition of the
properties of a corporation or firm as an entirety or
substantially as an entirety to the
CompanyHasbro or a Restricted Subsidiary (but not
created in anticipation of any such transaction), (v);
o any mortgage, security interest ,pledge, lien or encumbranceother security interest in favor of governmental
bodies to secure certain payments of indebtedness, or (vi) extensions,
renewals or replacements of the foregoing. (Section 100910.09 of the
Senior Indenture).senior indenture)
Notwithstanding the foregoing restrictions, the CompanyHasbro and any one or
more Subsidiaries may create, incur, assume or guarantee Secured Debt
(including, for purposes of this paragraph, pursuant to a transaction to
which the covenant described in the second sentencelast item under "Consolidation, Merger,
Sale or Conveyance" applies) not otherwise permitted or excepted without
equally and ratably securing the Senior Debtsenior debt securities to the extent that
the sum of (a) the amount of all Secured Debt then outstanding (other than
Secured Debt referred to in the immediately preceding paragraph and Secured
Debt deemed outstanding under the second sentencelast item of "Consolidation, Merger, Sale
or Conveyance" in connection with which the
CompanyHasbro secures obligations on the
Senior Debt Securitiessenior debt securities then outstanding in accordance with the provisions
of such second sentence
after giving effect thereto)that item) plus (b) the amount of Attributable Debt in respect of Sale
and Leaseback Transactions (other than Sale and Leaseback Transactions
described in respect of which amounts equal to the Attributable Debt
relating to the transactions shall have been applied, within 180 days
after the effective date of such Saleclauses (a), (b) and Leaseback Transaction, to the
prepayment or retirement of Senior Debt Securities or certain other
indebtedness for money borrowed which was recorded as Funded Debt(c) of the Company or a Subsidiary and Sale and Leaseback Transactions in which the
property involved would have been permitted to be subjected to a
mortgage, security interest, pledge, lien or encumbrance as described in
the last sentence of the precedingimmediately succeeding
paragraph), does not at the time exceed the greater of 10% of Consolidated
Net Tangible Assets or $100 million. (Section 100910.09 of the Senior Indenture)senior
indenture)
Restrictions on Sale and Leaseback Transactions. Sale and Leaseback
Transactions by the CompanyHasbro or any Subsidiary of any Principal Property are
prohibited unless at the effective time of such Sale and Leaseback
Transaction (a) the CompanyHasbro or such Subsidiary would be entitled, without
equally and ratably securing the Senior Debt Securities,senior debt securities, to incur Secured
Debt secured by a mortgage or security interest on the Principal Property
to be leased pursuant to "Restrictions on Secured Debt" above, or (b)
the
CompanyHasbro or such Restricted Subsidiary would be entitled, without equally and ratably
securing the Senior Debt Securities,senior debt securities, to incur Secured Debt in an amount at
least equal to the Attributable Debt in respect of such Sale and Leaseback
Transaction, or (c) the CompanyHasbro shall apply an amount equal to such Attributable
Debt, within 180 days after the effective date of such Sale and Leaseback
Transaction, to the prepayment or retirement of Senior Debt Securitiessenior debt securities or
certain other indebtedness for borrowed money which was recorded as Funded
Debt of the CompanyHasbro and its Subsidiaries, including the prepayment or retirement
of any mortgage, lien or other security interest in such Principal Property
existing prior to such Sale and Leaseback Transaction. The aggregate
principal amount of such Senior
Debt Securitiessenior debt securities or such other indebtedness
required to be so retired will be reduced by the aggregate principal amount
of (a) any Senior Debt
Securitiessenior debt securities delivered within 180 days after the
effective date of any such Sale and Leaseback Transaction to the Trustee
for retirement and (b) such other indebtedness retired by the CompanyHasbro or a
Subsidiary within 180 days after the effective date of such Sale and
Leaseback Transactions. (Section 101110.10 of the Senior Indenture)senior indenture)
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
Subordination. The indebtedness evidenced by the Subordinated Debt
Securitiessubordinated debt securities will be subordinate
in right of payment to the extent set forth in the Subordinated Indenturesubordinated indenture
to all existing and future Senior Indebtedness (as defined below) of
Hasbro. In the Company. Uponevent of any distribution of our assets of the Company in any dissolution,
winding down, liquidation or reorganization of the Company (whether in an insolvency or bankruptcy
proceeding or otherwise),Hasbro, payment in full must
be made on suchthe Senior Indebtedness before any payment is made on or in respect of the
Subordinated Debt Securities.subordinated debt securities. Upon the happening and during the continuance
of a default in payment of principal of or any sinking fund installments if any,
due with respect to, or interest on, any Senior Indebtedness, no paymentHasbro may
not make any payments of principal or any interest or premium, if any, may
be made byon the
Company upon or in respect of the Subordinated Debt
Securitiessubordinated debt securities unless and until such default shall have been
remedied, nor
shallremedied. Hasbro will also not be able to make any such payment be madepayments on the
subordinated debt securities if after giving effect, as if paid, to
such payment any sucha default described in the preceding
sentence would exist.result. No such subordination will prevent the occurrence of
any Eventevent of Default.default. (Sections 130213.02 and 130313.03 of the Subordinated Indenture)subordinated
indenture)
"Senior Indebtedness" means the principal of and premium, if any, and
interest (whether accruing before or after filing of any petition in
bankruptcy or any similar proceeding by or against the Company)Hasbro) on any
Indebtedness of the Company,Hasbro, whether outstanding on the date of issuance of the
applicable series of Subordinated Debt Securitiessubordinated debt securities or thereafter incurred,
assumed or guaranteed; excluding, however, (i) the Subordinated
Debt Securities,subordinated debt
securities, (ii) any Indebtedness of the CompanyHasbro which, by its terms or the
terms of the instrument creating or evidencing it, is subordinate in right
of payment to or pari passu with the Subordinated Debt
Securities.subordinated debt securities.
"Indebtedness" means (1) any liability of any Person (a) for borrowed
money, (b) evidenced by a note, debenture or similar instrument (including
an obligation with or without recourse) issued in connection with the
acquisition (whether by way of purchase, merger, consolidation or
otherwise) of any business, real property or other assets (other than
inventory or similar property acquired in the ordinary course of business)
or (c) for the payment of money relating to a Capital Lease Obligation (as
defined in the Subordinated Indenture); (2) any liability of others
described in the preceding clause (1) which the Person has guaranteed or
which is otherwise its legal liability or (3) any amendment, renewal,
extension or refunding of any such liability.
The Indentures do not limit the amount of additional Indebtedness,
including Senior Indebtedness or Indebtedness ranking pari passuequally with the
Subordinated Debt Securities,subordinated debt securities, which the CompanyHasbro or any Subsidiary can create,
incur, assume or guarantee. As a result of these subordination provisions
and the requirement that certain payments be paid over to Holdersholders of Senior
Indebtedness, in the event of insolvency, Holdersholders of the Subordinated Debt Securitiessubordinated debt
securities may recover less ratably than general creditors of the Company.Hasbro.
(Section 130213.02 of the Subordinated Indenture)subordinated indenture)
DESCRIPTION OF CAPITALCOMMON STOCK
The following statements with respect to the capital stock of the
Company are subject to the detailed provisions of the Company's articles
of incorporation, as amended (the "Articles of Incorporation"), and
by-laws, as amended (the "By-Laws"). These statements do not purport to
be complete, or to give full effect to the provisions of statutory or
common law, and are subject to, and are qualified in their entirety by
reference to, the terms of the Articles of Incorporation and the By-Laws.
The Articles of Incorporation and the By-Laws are hereby incorporated
herein by reference.
GENERAL
TheHasbro's authorized capital stock of the Company consists of 300,000,000 shares of
Common Stock, par value $.50 per share,common stock, and 5,000,000 shares of Preference Stock, par value $2.50 per share (the "Preference Stock"). The
Company's Articles of Incorporation authorize the Company's Board of
Directors (the "Board of Directors") to provide for the issuance, from
time to time, of series of Preference Stock, to establish the number of
shares to be included in any such series and to fix the designations,
powers, preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.preference stock. No shares of
Preference Stock arepreference stock were issued or outstanding as of the date hereof.June 30, 1999. However,
100,00060,000 shares of Series B Junior Participating Preference Stock, par value $2.50
per share, of the Companypreference stock (the "Junior Participating Preference
Stock") have been authorized and reserved for issuance in connection with
the preference stock purchase rights (the "Rights") described in "Description of"Certain
Anti-Takeover Provisions -- Shareholders Rights Plan" and Junior"--Junior
Participating Preference Stock."
VOTING RIGHTS
Each holder of Common Stockcommon stock is entitled to one vote for each share
registered in his name on the books of the Companyheld on all matters submitted to a vote ofbe voted upon by shareholders.
Except as otherwise provided by law,
theDIVIDEND RIGHTS
The holders of Common Stock vote as one class. The shares of Common Stock
do not have cumulative voting rights. As a result,common stock, subject to the voting
rights, if any, of the holders of any shares of Preference Stock which
may at the time be outstanding, the holders of Common Stock entitled to
exercise more than 50% of the voting rights in an election of directors
can elect 100% of the directors to be elected in a particular year if
they choose to do so. In such event, the holders of the remaining Common
Stock voting for the election of directors will not be able to elect any
persons to the Board of Directors.
DIVIDEND RIGHTS
Subject to the rights of the holders of any
outstanding Preference
Stock, if any, the holders of Common Stockpreference stock, are entitled to suchreceive dividends as
determined by the
Boardboard of Directors may declare out of funds legally available
therefor.directors.
LIQUIDATION RIGHTS AND OTHER PROVISIONS
Subject to the prior rights of creditors and the holders of any
outstanding Preference Stock, if any,preference stock, the holders of the Common Stockcommon stock are entitled
to share ratably in our remaining assets in the event of a liquidation,
dissolution or winding up to share
pro rata in the distribution of all remaining assets.Hasbro.
The Common Stockcommon stock is fully paid and is not liable to any calls or
assessments and is not convertible into any other securities. There are no
redemption or sinking fund provisions applicable to the Common Stock,common stock, and,
in accordance with the Rhode Island Business Corporation Act and the
Articles of Incorporation, there are no preemptive rights.
BankBoston, N.A., acting directly and through EquiServe L.P., acts as
transfer agent and registrar for the Common
Stock.common stock.
DIRECTORS' LIABILITY
TheOur Articles of Incorporation provide that, to the fullest extent
permitted by the Rhode Island Business Corporation Act, a directormember of the
Company shallboard of directors will not be personally liable to the CompanyHasbro or its
shareholders for monetary damages for any breachbreaches of the director's fiduciary dutyhis or her legal duties
to Hasbro or our shareholders as a director, except for liability (i)liability:
o for any breach of the director's duty of loyalty to the CompanyHasbro or its shareholders, (ii)our
shareholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawfullaw;
o for unlawfully declaring dividend payments or stock purchasespurchasing stock;
or
(iv)o for any transaction from which the director derived an improper
personal benefit, (otherother than such transactionsas permitted under Section 7-1.1-37
of the Rhode Island Business Corporation Act).Act.
In addition, we have entered into an indemnification agreement
with each of our directors, whereby we have agreed to indemnify each
director for amounts that the director is legally obligated to pay,
including judgments, settlements of fines (including certain related
expenses to be advanced by us), due to any actual or alleged breach of
duty, neglect, error, misstatement, misleading statement or other act or
omission by a director in his or her capacity as a director, excluding
claims:
o covered by our directors and officers liability insurance policy;
o for which the director is otherwise indemnified or reimbursed;
o relating to certain judgments or adjudications under which the
director is liable for breaches of duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct
or involving knowing violations of law, actions or certain
transactions from which the director derives an improper personal
benefit
o relating to the director's liability for accounting for profits
under Section 16 of the Exchange Act;
o in respect of remuneration, if found unlawful; and
o as to which a final and non-appealable judgment has determined
that payment to the director thereunder is unlawful.
In addition, our By-Laws include certain provisions wherebywhich provide
that our directors and officers of the Company generally shall be indemnified against
certainspecific liabilities to the fullest extent permitted or required by the
Rhode Island Business Corporation Act.
CERTAIN ANTI-TAKEOVER PROVISIONS
The provisions of the Articles of Incorporation summarized in the
succeeding paragraphs could have an anti-takeover effect. These provisions
are intended to enhance the likelihood of continuity and stability in the
composition of theour Board of Directors and in the
policies formulated by the Board of Directors.their policies. They may,
however, delay, defer or prevent a tender offer or takeover attempt that a
shareholder might consider to be in such shareholder'shis or her best interest, including
those attempts that might result in a premium over the market price for the
shares held by shareholders.
TheOur Board of Directors is divided into three classes that are elected
for staggered three-year terms. Directors can be removed from office only
for cause and, with certain exceptions, only with the approval of a
majority vote of the entire Board of Directors or by the affirmative vote
of holders of a majority of the then outstanding shares of capital stock of
the CompanyHasbro entitled to vote for such directors. Vacancies on the Board of
Directors may be filled only by the remaining directors and not by the
shareholders.
Pursuant toUnder the Articles of Incorporation, the Board of Directors by
resolution may establish one or more series of Preference Stockpreference stock having such
number of shares, designation, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations as may be fixed
by the Board of Directors without any further shareholder approval. Such
rights, preferences, privileges and limitations as may be established could
have the effect of impeding or discouraging the acquisition of control of
the Company.Hasbro.
The Articles of Incorporation also provide that any action required
or permitted to be taken by theour shareholders of the Company may be effected only at an
annual or special meeting of shareholders, or by the unanimous written
consent of shareholders.
TheIn order to approve a number of extraordinary corporate transactions
(such as a merger, consolidation or sale of all or substantially all
assets) with an Interested Person, our Articles of Incorporation require (i)require:
o an 80% vote of all outstanding Company shares entitled to vote,
including a majority vote of all disinterested shareholders, (ii)shareholders;
o the approval of a majority of the entire Board of Directors,
including the affirmative vote of a majority of the "Continuing
Directors" (as defined in the Articles of Incorporation),; and
(iii)o the satisfaction of certain procedural requirements which are intended to
assure that shareholders are treated fairly under the
circumstances, in order to approve certain extraordinary
corporate transactions (such as a merger, consolidation or sale of all or
substantially all assets) with an Interested Person.circumstances.
The 80% vote will not be required and, in accordance with the Rhode
Island Business Corporation Act, only a majority vote of shareholders will
generally be required if such a transaction is approved by a majority of
the entire Board of Directors, including the affirmative vote of at least
two-thirds of the Continuing Directors.
SHAREHOLDERS RIGHTS PLAN
On June 16, 1999, we entered into a rights agreement with BankBoston,
N.A., as Rights Agent. This agreement replaced a previous rights agreement,
dated June 4, 1989, which expired on June 30, 1999. As with most
shareholder rights agreements, the terms of our rights agreement are
complex and not easily summarized, particularly as they relate to the
acquisition of our common stock and to exercisability of the Rights. This
summary may not contain all of the information that is important to you.
Accordingly, you should carefully read our rights agreement, which is
incorporated by reference into this prospectus in its entirety. Capitalized
terms used in this summary and not otherwise defined shall have the
meanings given to them in the rights agreement.
The Rights attach to all certificates representing outstanding
shares of Common Stockcommon
stock outstanding at the close of business on June 30, 1999 and will attach
to any shares of Common Stock
which arecommon stock issued by Hasbro, including upon the Companyexercise
of any warrants and options or upon conversion of any Convertible Debt
Securities.convertible debt
securities, after this date and prior to the Distribution Date (as defined
below). The Rights will become exercisable and will separate from the
Common Stockcommon stock and abe represented by separate certificates on the
Distribution Date will occur uponDate; the earlier of (i)date which is approximately 10 days followingafter anyone
acquires or commences a public announcement that a person or grouptender offer to acquire 15% of affiliated or associated
persons (other than as described below) has acquired beneficial ownership
of 20% or more of theour
outstanding shares of Common Stockcommon stock (an "Acquiring Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any
Person (other than the Company, any subsidiary of the Company or any
employee benefit plan of the Company or any subsidiary) becomes an
Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer, the consummation of
which would result in a Person becoming an Acquiring Person. The term
"Acquiring Person" does not include the Company, any subsidiary of the
Company, any employee benefit plan of the Company or of any subsidiary or
the Hassenfeld Group (which includes the Chairman and Chief Executive
Officer of the Company, a director of the Company and certain other
members of the Hassenfeld Family and certain related entities). The Rights arewill not be
exercisable until the Distribution Date,such date, if any, and will expire on June 30, 1999 (the "Final Expiration Date"),2009,
unless the Final Expiration Datethis date is extended or unless the Rights are earlier exchanged or
redeemed by Hasbro. Upon the Company, in each case,Distribution Date, the Rights will initially
be exercisable, at a price of $140, for one - ten thousandth of a share of
Hasbro's Series C Preference Stock, although the terms of the exercise are
subject to adjustment under the rights agreement. Under the rights
agreement, the following are not Acquiring Persons:
o Hasbro;
o any of our subsidiaries;
o employee benefit plans of Hasbro or any of our subsidiaries;
o individuals and entities connected with the Hassenfeld family, as
described below.
Inin the event thatrights agreement;
o any person who becomes the Company is acquired in a merger or other
business combination transaction or 50%owner of 15% or more of the consolidated
assets or earning power is sold, proper provision will be made so that
each holdercommon
stock by virtue of a repurchase of common stock by Hasbro, unless
after becoming aware of this fact, such person acquires an
additional 1%; and
o any person who reports the ownership of 15% or more of the common
stock in a filing under the Exchange Act, who does not state any
intention to control the management of Hasbro and who, upon
request, certifies to Hasbro that the 15% threshold was crossed
inadvertently and with no knowledge of the terms of the Rights.
Upon any person becoming an Acquiring Person (other than in a tender
offer or exchange offer for all outstanding shares that has been determined
by the Board of Directors, after receiving advice from one or more
investment banking firms, to be at a price which is fair to and otherwise
in the best interests of the shareholders), each Right will thereafter haveentitle the
rightholder to receive, upon
the exercise thereof at thepurchase a number of shares of common stock of Hasbro having a
then current market value of twice the exercise price of the Right. For
example, at the initial exercise price of $140, upon exercise, each Right
thatwould entitle its holder to receive $280 worth of common stock (or other
consideration, as described below).
In addition, each Right will entitle the holder to purchase a number
of shares of common stock of the acquiring company which at
the time of such transaction will havehaving a current market
value of two timestwice the exercise price of the Right. InRight, if, after the event that any person becomesdate upon
which someone has become an Acquiring Person, each holderPerson:
o Hasbro is party to a merger or another business combination
transaction in which Hasbro is not the surviving corporation;
o Hasbro is the surviving corporation in a merger or other business
combination, but all or part of a Right will thereafter have the right
to receive upon exercise that numberits common stock is changed into
or exchanged for stock or other securities of sharesanother person,
cash or any other property; or
o Hasbro sells 50% or more of Common Stock having a
market value of two times the exercise priceits consolidated assets, cash flow or
earning power.
If any of the Right.above events occurs, the acquiring company shall assume all
of our obligations under the rights agreement.
From and after the occurrence of suchthe event which triggers the
exercise of the Rights, any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or Affiliate)
shall be void and any holder of such Rights shall thereafter have no right
to exercise such Rights.
At any time prior to the earlier of ten business days following the
date upon which someone has become an Acquiring Person and the expiration
date of the Rights, our Board of Directors may redeem all (but not less
than all) of the outstanding Rights at a price of $.01 per Right, subject
to adjustment, payable in cash, shares of common stock or other
consideration. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate, and the only right of the holders of
Rights will be to receive the redemption price. The exercisability of the
Rights triggered by someone becoming an Acquiring Person, as described
above, will not occur until after the expiration of this redemption right.
If, however, a majority of our Board of Directors was elected by
shareholder action by written consent or is not comprised of members who
were nominated by the predecessor Board of Directors, the Rights shall not
be redeemed if such redemption is likely to have the effect of allowing
anyone to become an Acquiring Person or to otherwise trigger the
exercisability of the Rights, as described above, for a period of 180 days
following such election.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by a person or group of 50% or more of theour outstanding
shares of Common Stock, thecommon stock, our Board of Directors may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of Common Stockcommon stock per Right,
(subjectsubject to adjustment).
At any time prior toadjustment.
In the time at whichevent that, after the Rights become exercisable for shares of
our common stock, there is an Acquiring Person,insufficient number of shares of our common
stock available to permit the Board of Directors may redeem the Rights in whole, but not in part,
at a price of $.00444 per Right. The redemption of the Rights may be made
effective at such time on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right tofull exercise the Rights will
terminate, and the only right of the holders of Rights, will be to receive
the Redemption Price.
Theour Board of
Directors has the ability after the Rights become
exercisable for Common Stock, to substitute an equivalent value in:
o cash;
o a Common Stock equivalent
Preference Stockreduction in the eventexercise price of the Company is not able to authorize
sufficientRight;
o shares of Common Stock. In addition, there ispreference stock with an exceptionequivalent value to our common
stock;
o debt securities;
o other assets; or
o any combination of the foregoing.
Prior to the provisions governingDistribution Date, the triggering of the Rights that would exempt a
person or group that the Board of Directors determines in good faith
would otherwise have triggered the Rights inadvertently, so long as the
person or group, as promptly as practicable, divests sufficient stock to
bring its ownership below the triggering threshold.
The terms of the Rightsrights agreement may be amended
by our Board of Directors without the Companyconsent of the holders of the Rights.
After the Distribution Date, the rights agreement may only be amended by
our Board of Directors, without the consent of the holders of the Rights,
including an amendmentas follows:
o to lowercure any ambiguity;
o to correct any provisions which are defective or inconsistent;
o to shorten or lengthen any time period, though any lengthening
must be for the threshold for exercisabilitypurpose of protecting the interests of the
Rights from 20%holders of the Rights; or
o to make changes which do not less than 10%;
provided, however, that if any Person becomes an Acquiring Person, the
Rights may not be amended in any manner that would adversely affect the interests of
the holders of the Rights.
In addition, ifThe rights agreement may not be amended, however, at any Person then
beneficially owns in excess of 10% oftime when the
shares of Common Stock of the
Company, any such amendment shall provide that any such Person shallRights are not become an Acquiring Person and no Distribution Date shall occur as a
result of any such Person's beneficial ownership of Common Stock shares,
unless, in any such case, any such Person shall thereafter become the
beneficial owner of either (i) an additional 1% of the shares of the
Common Stock of the Company then outstanding or (ii) 20% or more of the
shares of Common Stock of the Company then outstanding (provided that if
a Person becomes the Beneficial Owner of 20% or more of the shares of
Common Stock of the Company then outstanding by reason of share purchases
by the Company, this condition shall be deemed not to be satisfied as
long as such Person does not thereafter become the Beneficial Owner of
any additional shares of Common Stock).redeemable.
Until a holder of a Right is exercised, theexercises such Right, such holder thereof, as such, will have
no rights as a shareholder of the Company,Hasbro, including, without limitation, the
right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
shareholders or to Hasbro, shareholders may, depending on the
circumstances, recognize taxable income in the event that the Rights become
exercisable for our common stock (or other consideration) or in the event
the Rights are redeemed by Hasbro.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
Hasbro in a manner which causes the Rights to become exercisable. The
Rights, however, should not affect any prospective offeror willing to make
an offer at a price that is fair and otherwise in the best interests of the
shareholders. The Rights should not interfere with any merger or business
combination approved by our Board of Directors since the Board may, at its
option, exercise its right to redeem the Rights as described above.
JUNIOR PARTICIPATING PREFERENCE STOCK
In connection with the Rights Agreement, 100,000rights agreement, 60,000 shares of Series C
Junior Participating Preference Stock have been reserved and authorized for
issuance by the Board of Directors. No shares of Junior Participating
Preference Stock arewere outstanding as of the date of this Prospectus.June 30, 1999. The following
statements with respect to the Junior Participating Preference Stock do not
purport to be complete and are subject to, and are qualified in their
entirety by reference to, the detailed provisions of the Articles of
Incorporation, andincluding the Certificate of Designation relating to the
Junior Participating Preference Stock (the "Certificate of Designation"),
which is incorporated herein by reference.
Capitalized
terms used herein and not otherwise defined shall have the meanings given
to them in the Certificate of Designation.
Shares of Junior Participating Preference Stock purchasable upon
exercise of the Rights will not be redeemable. Each share of Junior
Participating Preference Stock will be entitled to a minimum preferential
quarterly dividend payment of $10 per share but will be entitled to an
aggregate dividend of 1,00010,000 times the dividend declared per share of
Common Stock.common stock. In the event of liquidation, the holders of the Junior
Participating Preference Stock will be entitled to a minimum preferential
liquidation payment of $1,000$10,000 per share, butplus accrued and unpaid
dividends, and will also be entitled to an aggregate paymentpreferential treatment on the
distribution of 1,000 times the payment made
per share of Common Stock.any remaining assets. Each share of Junior Participating
Preference Stock will have 1,00010,000 votes, voting together with the Common Stock.common
stock. In the event of any merger, consolidation or other transaction in
which shares of Common
Stockcommon stock are exchanged, each share of Junior
Participating Preference Stock will be entitled to receive 1,00010,000 times the
amount received per share of Common
Stock.common stock. These rights are subject to
proportionate adjustment in the event of certain stock splits,
recombinations and other events.
PLAN OF DISTRIBUTION
General. The CompanyDEBT SECURITIES
We may sell Debt Securitiesdebt securities directly or to or through one or more
underwriters, agents or dealers who will be named in the Prospectus Supplementprospectus
supplement or an underwriting syndicate, represented by one or more
managing underwriters, that would be named in the Prospectus
Supplementprospectus supplement
relating to an issue of Offered Debt Securities.offered debt securities.
The distribution of the Debt Securitiesdebt securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with underwritten offerings of the debt securities and
in accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions which stabilize, maintain or otherwise
affect the market price of the debt securities at levels above those which
might otherwise prevail in the open market, including by entering
stabilizing bids, effecting syndicate covering transactions or imposing
penalty bids. A stabilizing bid means the placing of any bid, or the
effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of a security. A syndicate covering transaction means
the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position created in connection
with the offering. A penalty bid means an arrangement that permits the
managing underwriter to reclaim a selling concession from a syndicate
member in connection with the offering when debt securities originally sold
by such syndicate member are purchased in syndicate covering transactions.
Such transactions may be effected in the over-the-counter market or
otherwise. Underwriters are not required to engage in any of these
activities. Any such activities, if commenced, may be discontinued at any
time.
In connection with the sale of Debt Securitiesdebt securities to underwriters,
underwriters may receive compensation in the form of discounts, concessions
or commissions from the CompanyHasbro or from purchasers of Debt
Securitiesdebt securities for whom
they may act as agents. Underwriters and dealers that participate in the
distribution of Debt Securitiesdebt securities may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of
Debt Securitiesdebt securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933,
as amended (the "Act").Act. Any such underwriter will be
identified, and any such compensation will be described, in the Prospectus Supplement.prospectus
supplement.
Debt Securitiessecurities may be sold directly by the CompanyHasbro or through agents
designated by the CompanyHasbro from time to time. Any agent involved in the offer or
sale of the Debt Securitiesdebt securities in respect of which this Prospectusprospectus is
delivered will be named, and any commissions payable by the
CompanyHasbro to such
agent will be set forth, in the Prospectus Supplement.prospectus supplement. Unless otherwise
indicated in the Prospectus Supplement,prospectus supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
Under agreements which may be entered into by the Company,Hasbro, underwriters,
agents and dealers who participate in the distribution of Debt Securitiesdebt securities
may be entitled to indemnification by the CompanyHasbro against certain liabilities,
including liabilities under the Securities Act, or to contribution with
respect to payments which such underwriters, dealers, or agents may be
required to make in respect thereof. Such underwriters, dealers or agents
may engage in transactions with, or perform services for, the CompanyHasbro in the
ordinary course of business.
The Debt Securitiesdebt securities are a new issue of securities with no established
trading market. In the event that Debt Securitiesdebt securities of a series offered
hereunder are not listed on a national securities exchange, certain
broker-dealers may make a market in the Debt Securities,debt securities, but will not be
obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make
a market in the Debt Securitiesdebt securities of any series or as to the liquidity of the
trading market for the Debt Securities.debt securities. Any such market making may be
discontinuediscontinued at any time.
STOCK SALES BY SELLING SHAREHOLDERS
The selling shareholders or their respective successors (including
permitted assignees, pledgees, donees, transferees or other successors in
interest) may sell all of their shares from time to time in transactions on
the securities markets and exchanges, including the NYSE, in the over the
counter market, in privately negotiated transactions, or through writing
options or warrants on their shares or otherwise. They may sell shares at
fixed prices that may change, at market prices prevailing at the time of
sale, at prices relating to prevailing market prices or at negotiated
prices. Under certain circumstances, the selling shareholders may sell
their shares pursuant to Rule 144 or another exemption from registration
under the Securities Act in lieu of selling their shares pursuant to this
prospectus. The selling shareholders may sell shares in any manner
permitted by law, including through underwriters, licensed brokers, dealers
or agents, and directly to one or more purchasers.
Sales of shares of common stock may involve:
o sales to underwriters, who will acquire shares of common stock
for their own account and resell them in one or more transactions at fixed
prices or at varying prices determined at that time of sale;
o block transactions in which the broker or dealer so engaged may
sell shares as agent or principal;
o purchases by a broker or dealer as principal who resells the
shares for its account;
o an exchange distribution in accordance with the rules of any such
exchange;
o ordinary brokerage transactions and transactions in which a
broker solicits purchasers; and
o privately negotiated sales, which may include sales directly to
institutions.
The selling shareholders have advised us that, as of the date of this
prospectus, they have not entered into any agreements, understandings or
arrangements for the sale of the shares with any underwriters or
broker-dealers and that no underwriter or coordinating broker-dealer is now
acting in connection with the proposed sale of shares. At the time a
particular offering of shares is made and to the extent required, the
aggregate number of shares being offered, the name or names of the selling
shareholders and the terms of the offering, including the names of the
underwriters, broker-dealers or agents, any discounts, concessions or
commissions and other terms constituting compensation from the selling
shareholders, and any discounts, concessions or commissions allowed or
re-allowed or paid to broker-dealers, will be set forth in an accompanying
prospectus supplement.
Broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling shareholders and/or the
purchasers. The selling shareholders and any broker-dealers, agents or
underwriters that participate with the selling shareholders in the
distribution of shares offered by this prospectus may be deemed to be
"underwriters" within the meaning of the Securities Act. Accordingly, the
selling shareholders will be subject to the prospectus delivery
requirements of the Securities Act. Any commissions paid or any discounts
or concessions allowed to these persons, and any profits received on the
resale of the shares offered by this prospectus and purchased by these
persons, may be deemed to be underwriting commissions or discounts under
the Securities Act.
Under the rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares offered pursuant to this prospectus
may be limited in its ability to engage in market activities with respect
to those shares. Each selling shareholder will be subject to the provisions
of the Exchange Act and the rules and regulations under the Exchange Act,
including Regulation M. Those rules and regulations may limit the timing of
purchases and sales of any shares offered by the selling shareholders
pursuant to this prospectus, which may affect the marketability of the
shares offered by this prospectus.
We will pay all expenses (other than selling commissions and fees and
stock transfer taxes) of the registration and sale of shares. We also have
agreed to indemnify the selling shareholders against certain liabilities,
including liabilities under the Securities Act.
We may suspend the use of this prospectus by the selling shareholders
under certain circumstances.
We will not receive any proceeds from sales of shares by selling
shareholders. We cannot guarantee that the selling shareholders will sell
any or all of their shares.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be
passed upon for Hasbro by Phillip H. Waldoks, Senior Vice President --
Corporate Legal Affairs and Secretary of Hasbro. Mr. Waldoks will rely as
to matters of Rhode Island law on the opinion of Cynthia S. Reed, Senior
Vice President and General Counsel of Hasbro. Mr. Waldoks owns 3,600 shares
of Common Stock and has options to purchase 139,905 shares of Common Stock
granted under Hasbro's employee stock option plans. Ms. Reed owns 9,420
shares of Common Stock and has options to purchase 84,750 shares of Common
Stock granted under Hasbro's employee stock option plans. Certain legal
matters with respect to the debt securities offered by this prospectus will
be passed upon for any underwriters, dealers or agents by Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York.
EXPERTS
The consolidated financial statements incorporated by reference and
schedule included in the Annual Report on Form 10-K of the CompanyHasbro for the
fiscal year ended December 29, 199627, 1998 incorporated by reference herein and
elsewhere in the Registration Statement, have been incorporated by
reference herein and in the Registration Statementregistration statement in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Offered Debt Securities will be passed upon for
the Company by Phillip H. Waldoks, Senior Vice President - Corporate
Legal Affairs and Secretary of the Company. Mr. Waldoks has options to
purchase 98,512 shares of Common Stock granted under the Company's
employee stock option plans. Certain legal matters with respect to the
Offered Debt Securities will be passed upon for any underwriters, dealers
or agents by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, will be paid by the Registrant and are:
Filing Fee for Registration Statement.................. $ 118,000Statement................... $217,298.27
Rating Agency Fees......................................Fees.................................... 200,000
Legal Fees and Expenses................................. 50,000
Accounting Fees and Expense.............................
Blue Sky Fees and Expenses..............................Expenses............................ 50,000
Printing and Engraving Fees............................. 35,000
Trustees' Fees.......................................... 12,000
Miscellaneous........................................... Total............................................. $ ---------5,701.73
-----------
Total............................................ $570,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is incorporated in Rhode Island. Under Section
7-1.1-4.1 of the Rhode Island Business Corporation Act, a Rhode Island
corporation has the power, under specified circumstances, to indemnify its
officers, directors, employees and agents against judgments, penalties,
fines, settlements and reasonable expenses, including attorneys' fees,
actually incurred by them in connection with any proceeding to which such
persons were made parties by reason of the fact that such persons are or
were directors, officers, employees or agents, if (a) such persons shall
have acted in good faith, (b) they reasonably believed that their actions
were in the best interests of the corporation (if such proceeding involves
conduct in an official capacity with the corporation) or not opposed to the
best interests of the corporation (if such proceeding involves conduct
other than in an official capacity with the corporation), and (c) in
criminal proceedings, they had no reasonable cause to believe that their
conduct was unlawful. The foregoing statement is subject to the detailed
provisions of 7-1.1-4.1 of the Rhode Island Business Corporation Act.
Article X of the By-Laws of the Registrant provides that the
Registrant shall indemnify its directors and officers to the full extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation
Act.
Section 7-1.1-48 of the Rhode Island Business Corporation Act
provides that articles of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholdersshareholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 7-1.1-43 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends or distribution
on, capital stock) of the Rhode Island Business Corporation Act, or (iv)
for any transaction from which the director derived an improper personal
benefit (unless said transaction is permitted by Section 7-1.1-37.1
(relating to director conflicts of interest) of the Rhode Island Business
Corporation Act). Article Thirteenth of the Registrant's Articles of
Incorporation contains such a provision.
Section 7-1.1-4.1(j) of the Rhode Island Business Corporation
Act empowers a Rhode Island corporation to purchase and maintain insurance
on behalf of its current and prior directors, officers, employees and
agents against any liability incurred or asserted against them as a result
of their official capacities, whether or not the corporation would have the
power to indemnify such person against the insured liability under the
provisions of such Section. The Registrant has a directors and officers
liability insurance policy.
The Registrant has entered into an indemnification agreement
with each of its directors, whereby the Registrant has agreed to indemnify
each such director for amounts which the director is legally obligated to
pay, including judgments, settlements of fines (including certain related
expenses to be advanced by the Registrant), due to any actual or alleged
breach of duty, neglect, error, misstatement, misleading statement or other
act or omission by a director in his capacity as a director, excluding
claims (a) covered by the Registrant's directors and officers liability
insurance policy, (b) for which the director is otherwise indemnified or
reimbursed, (c) relating to certain judgments or adjudications under which
the director is liable for breaches of duty of loyalty, acts or omissions
not in good faith or involving intentional misconduct or involving knowing
violations of law, actions or certain transactions from which the director
derives an improper personal benefit, (d) relating to the director's
liability for accounting for profits under Section 16 of the Securities
Exchange Act of 1934, as amended, (e) in respect of remuneration, if found
unlawful, and (f) as to which a final and non-appealable judgement has
determined that payment to the director thereunder is unlawful.
In addition, the Underwriting Agreementany underwriting agreement entered into in
connection with our sale of debt securities will provide for
indemnification of directors and officers of the Registrant under certain
circumstances.
ITEM 16. LIST OF EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
1.1+1.1 Form of Underwriting Agreement.Agreement (incorporated by
reference to Exhibit 1.1 to Hasbro's Registration
Statement on Form S-3, dated June 24, 1998,
Registration No. 333-44101).
3.1 Restated Articles of Incorporation of the CompanyHasbro
(incorporated by reference to Exhibit (c)(2) to
the
Company'sHasbro's Current Report on Form 8-K, dated July 15,
1993, File No. 1-6682.)1-6682).
3.2 Amended and Restated Bylaws of the CompanyHasbro (incorporated by
reference to Exhibit (3) to the
Company'sHasbro's Current Report on
Form 8-K, dated February 16, 1996, File No. 1-6682.)
4.1+1-6682).
4.1 Form of the Indenture dated as of January __, 1998, between Registrant and a banking
institution, as trustee, relating to Senior Debt
Securities.*
4.2+
4.2 Form of the Indenture dated as of January ___, 1998 between Registrant and a banking
institution, as trustee, relating to Subordinated Debt
Securities.*subordinated debt
securities (incorporated by reference to Exhibit 4.2 to
Hasbro's Registration Statement on Form S-3, dated June
24, 1998, Registration No. 333-44101).
4.3 Rights Agreement dated June 4, 198916, 1999 between the CompanyHasbro and
BankBoston, N.A.
(formerly named The First National Bank
of Boston) (incorporated by reference to Exhibit
14 to the Company'sHasbro's Current Report on Form 8-A8-K dated June 12, 1989, as amended16,
1999).
4.4 Warrant, dated October 14, 1997, between Hasbro and
Lucas Licensing Ltd. (incorporated by reference to
Exhibit 10(h) to Hasbro's Annual Report on Form 10-K
for the Company'sFiscal Year ended on December 27, 1998, File
No. 1-6682).
4.5 Warrant, dated October 14, 1997, between Hasbro and
Lucasfilm Ltd. (incorporated by reference to Exhibit
10(i) to Hasbro's Annual Report on Form 810-K for the
Fiscal Year ended on December 27, 1998, File No.
1-6682).
4.6 Warrant, dated September 7,
1990.)
5.+October 30, 1998, between Hasbro and
Lucas Licensing Ltd. (incorporated by reference to
Exhibit 10(j) to Hasbro's Annual Report on Form 10-K
for the Fiscal Year ended on December 27, 1998, File
No. 1-6682).
4.7 Warrant, dated October 30, 1998, between Hasbro and
Lucasfilm Ltd. (incorporated by reference to Exhibit
10(k) to Hasbro's Annual Report on Form 10-K for the
Fiscal Year ended on December 27, 1998, File No.
1-6682).
5.1 Opinion of Phillip H. Waldoks, Senior Vice President -
Corporate Legal Affairs and Secretary of the
Company.
12.+Hasbro.*
12.1 Calculation of Ratio of Earnings to Fixed Charges.
24.1Charges
(incorporated by reference to Exhibit 12 to Hasbro's
Quarterly Report on Form 10-Q for the Fiscal Quarter
ended on March 28, 1999, File No. 1-6682).
23.1 Consent of KPMG Peat Marwick LLP.
24.223.2 Consent of Phillip H. Waldoks, Senior Vice President
- Corporate Legal Affairs and Secretary of the
CompanyHasbro
(included as part of Exhibit 5)5.1).
24.1 Powers of Attorney (contained on pages II-7 through
II-9)
25.1 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of the trustee*
- -------------
+-----------------------
* To be filed and incorporated by Amendment.
* The form or forms of Debt Securitiesreference herein in connection with
respect to each particularthe offering of securities registered hereunder will be filed as an exhibit
to a report on Form 8-K and incorporated herein by reference.securities.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act:
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement;Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the lower or higher end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
that are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold
at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") in
accordance with the rules and regulations prescribed by the Securities and
Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pawtucket,New York, State of Rhode Island,New York, on
the 12th1st day of January, 1998.July, 1999.
HASBRO, INC.
By /s/ ALANAlan G. HASSENFELD
---------------------------Hassenfeld
------------------------------
Alan G. Hassenfeld
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints each of Harold P. Gordon,
John T. O'Neill, Brenda T. Simensky and Phillip H. Waldoks as such person's
true and lawful attorney-in-fact and agent, with full power of substitution
and revocation, for such person and in such person's name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration
Statementregistration statement, and any
registration statement for the same offering that is to be effective under
Rule 462(b) of the Securities Act, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
-
--------- ----- ----
/s/ ALANAlan G. HASSENFELDHassenfeld Chairman of the Board January 12, 1998and July 1, 1999
- ---------------------------- President,----------------------------- Chief Executive Officer
ALAN G. HASSENFELD Executive Officer and Director (Principal
Executive Officer)
/s/ John T. O'Neill Executive Vice President July 1, 1999
- ----------------------------- and Chief Financial Officer
JOHN T. O'NEILL Executive Vice January 12, 1998
- ---------------------------- President and Chief
JOHN T. O'NEILL Financial Officer (Principal Financial and
Accounting Officer)
/s/ ALANAlan R. BATKINBatkin Director January 12, 1998July 1, 1999
- ---------------------------------------------------------
ALAN R. BATKIN
/s/ HAROLDHerbert M. Baum Director July 1, 1999
- -----------------------------
HERBERT M. BAUM
/s/ E. Gordon Gee Director July 1, 1999
- -----------------------------
E. GORDON GEE
/s/ Harold P. GORDONGordon Director January 12, 1998July 1, 1999
- ---------------------------------------------------------
HAROLD P. GORDON
/s/ Alex Grass Director July 1, 1999
- -----------------------------
ALEX GRASS
/s/ Sylvia K. Hassenfeld Director January 12, 1998July 1, 1999
- ----------------------------
ALEX GRASS
Director January __, 1998
- ---------------------------------------------------------
SYLVIA K. HASSENFELD
/s/ Marie-Josee Kravis Director July 1, 1999
- -----------------------------
MARIE-JOSEE KRAVIS
Director
January 12, 1998
- ----------------------------
MARIE-JOSEE KRAVIS
/s/ CLAUDINE B. MALONE Director January 12, 1998
- ----------------------------
CLAUDINE B. MALONE
/s/ MORRIS W. OFFIT Director January 12, 1998
- ---------------------------------------------------------
MORRIS W. OFFIT
/s/ NORMANorma T. PACEPace Director January 12, 1998July 1, 1999
- ---------------------------------------------------------
NORMA T. PACE
/s/ E. John Rosenwald, Jr. Director July 1, 1999
- -----------------------------
E. JOHN ROSENWALD, JR.
Director
January 12, 1998
- ----------------------------
E. JOHN ROSENWALD, JR.
/s/ CARL SPIELVOGEL Director January 12, 1998
- ---------------------------------------------------------
CARL SPIELVOGEL
/s/ HENRY TAUBPreston Robert Tisch Director January 12, 1998July 1, 1999
- ----------------------------
HENRY TAUB
/s/ PRESTON R. TISCH Director January 12, 1998
- ---------------------------------------------------------
PRESTON ROBERT TISCH
/s/ Alfred J. Verrecchia Director July 1, 1999
- -----------------------------
ALFRED J. VERRECCHIA
/s/ Paul Wolfowitz Director January 12, 1998July 1, 1999
- ----------------------------
ALFRED J. VERRECCHIA
Director January __, 1998
- ---------------------------------------------------------
PAUL WOLFOWITZ
===============================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
HASBRO, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0155090
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
E X H I B I T S
===============================================================
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1.1+ Form of Underwriting Agreement.
3.1 Restated Articles of Incorporation
of the Company (incorporated by
reference to Exhibit (c)(2) to the
Company's Current Report on Form 8-K,
dated July 15, 1993, File No. 1-6682.)
3.2 Amended and Restated Bylaws of
the Company (incorporated by
reference to Exhibit (3) to the
Company's Current Report on
Form 8-K, dated February 16,
1996, File No. 1-6682.)
4.1+ Form of the Indenture dated as
of January __, 1998, between
Registrant and a banking
institution, as trustee,
relating to Senior Debt
Securities.*
4.2+ Form of the Indenture dated as
of January ___, 1998 between
Registrant and a banking
institution, as trustee,
relating to Subordinated Debt
Securities.*
4.3 Rights Agreement dated June 4,
1989 between the Company and
BankBoston, N.A. (formerly
named The First National Bank
of Boston) (incorporated by
reference to Exhibit 1 to the
Company's Form 8-A dated June
12, 1989, as amended by the
Company's Form 8 dated
September 7, 1990.)
5.+ Opinion of Phillip H. Waldoks,
Senior Vice President -
Corporate Legal Affairs and
Secretary of the Company.
12.+ Calculation of Ratio of
Earnings to Fixed Charges.
24.1 Consent of KPMG Peat Marwick
LLP.
24.2 Consent of Phillip H. Waldoks,
Senior Vice President -
Corporate Legal Affairs and
Secretary of the Company
(included as part of Exhibit
5).
- -------------
+ To be filed by Amendment
* The form or forms of Debt Securities with respect to each particular
offering of securities registered hereunder will be filed as an exhibit
to a report on Form 8-K and incorporated herein by reference.