UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
HASBRO, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.50 PER SHARE
(Title of Class of Securities)
418 056 107
(CUSIP Number)
Peter R. Haje, Esq.,
General Counsel, Time Warner Inc.
75 Rockefeller Plaza New York, New York 10019
(212) 484-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
August 15, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box //.
Check the following box if a fee is being paid with the statement
//. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for the
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
</PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 418 056 107 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Inc.
IRS. NO.: 13-1388520
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a// b//
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
//
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
12,057,561
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
12,057,561
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,057,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.<PAGE>
</PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 418 056 107 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warner Communications Inc.
IRS NO.: 13-2696809
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a// b//
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
//
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
12,057,561
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
12,057,561
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,057,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.<PAGE>
</PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 418 056 107 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TWI Ventures Ltd.
IRS NO.: 51-0342126
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a// b//
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
//
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
12,057,561
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
12,057,561
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,057,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.<PAGE>
</PAGE>
<PAGE>
Time Warner Inc., a Delaware corporation ("Time Warner"),
Warner Communications Inc., a Delaware corporation ("WCI") and
TWI Ventures Ltd., a Delaware corporation ("TWI Ltd."),
(collectively, the "Reporting Persons"), hereby amend and
supplement the Amended and Restated Statement on Schedule 13D,
relating to the Common Stock of Hasbro, Inc. dated June 22, 1994,
as filed with the Securities and Exchange Commission on June 24,
1994 by the Reporting Persons. As provided in the Amended and
Restated Schedule 13D and a Joint Filing Agreement filed as an
Exhibit thereto (which Exhibit is incorporated herein by
reference), the Reporting Persons have agreed pursuant to Rule
13D-1(f) under the Securities Exchange Act of 1934, to file one
statement with respect to their ownership of Common Stock of the
Issuer. The Amended and Restated Schedule 13D of the Reporting
Persons is hereinafter referred to as the "Statement."
Unless otherwise indicated, capitalized terms used but not
defined herein have the meanings assigned to them in the
Statement.
Item 4. PURPOSE OF TRANSACTION.
The response to Item 4 of the Statement is hereby amended
and supplemented by inserting the following paragraph as the
sixth paragraph:
"On August 15, 1995, Time Warner Financing Trust (the
"Trust") sold through Morgan Stanley & Co. Incorporated
12,057,561 $1.24 Preferred Exchangeable Redemption Cumulative
Securities ("PERCS"). On December 23, 1997 (the "Mandatory
Redemption Date"), each of the outstanding PERCS will be redeemed
by the Trust in cash at a price per PERCS equal to the lesser of
(i) $54.41 and (ii) the average of the closing prices of one
share of Hasbro Common Stock for the five trading day period
ending on the trading day immediately preceding December 17,
1997, plus in each case, accrued and unpaid distributions to the
Mandatory Redemption Date. Under the terms of the offering Time
Warner may elect to require the holders of the PERCS to exchange
their PERCS on the Mandatory Redemption Date (or any other
redemption date) for shares of Hasbro Common Stock in lieu of the
cash redemption price. As a result of the issuance of the PERCS
and the existence of the LYONs described in the second preceding
paragraph, Time Warner intends to retain possession of its Hasbro
Common Stock until it delivers such stock to satisfy its
obligations in respect of either the PERCS or the LYONs."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs eight through eleven of Item 5 of the Statement
are hereby amended with the following eight, ninth and tenth
paragraphs:
"According to Hasbro's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, there were outstanding as of
April 28, 1995, 87,717,715 shares of Hasbro Common Stock. The
12,057,561 shares of Hasbro Common Stock held by TWI Ltd. and
beneficially owned by Time Warner and WCI constitute
approximately 13.7% of the outstanding Hasbro Common Stock."
"Time Warner, WCI and TWI Ltd. have shared power to vote and
dispose of the 12,057,561 shares of Hasbro Common Stock
registered in the name of TWI Ltd. and owned beneficially by Time
Warner and WCI."
"Except as described herein, neither Time Warner, WCI nor
TWI Ltd. is aware of any beneficial ownership of, or any
transaction within 60 days before the filing of this Statement
in, any shares of Hasbro Common Stock by Time Warner, WCI, TWI
Ltd. or any person listed in Annexes A, B or C hereto."<PAGE>
</PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Date: August 15, 1995
TIME WARNER INC.
BY:/s/Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
WARNER COMMUNICATIONS INC.
BY:/s/Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TWI VENTURES LTD.
BY:/s/Spencer B. Hays
Name: Spencer B. Hays
Title: Vice President<PAGE>
</PAGE>
<PAGE>
ANNEX A
The following is a list of the directors and executive
officers of Time Warner Inc. ("Time Warner"), setting forth the
business address and present principal occupation or employment
(and the name, principal business and address of any corporation
or organization in which such employment is conducted) of each
such person. To the best knowledge of Time Warner, each person
is a citizen of the United States of America.
Principal Occupation or
NAME OFFICE EMPLOYMENT AND ADDRESS
Merv Adelson Director Chairman, East-West
Capital Associates
10100 Santa Monica Blvd.
Los Angeles, CA 90067
(private investment
company)
Timothy A. Senior Vice Senior Vice President,
Boggs President Time Warner,
800 Connecticut
Avenue, NW, Suite 800
Washington, DC 20006
Richard J. Senior Vice Senior Vice President
Bressler President and and Chief Financial
Chief Financial Officer, Time Warner*
Officer
Lawrence B. Director Partner,
Buttenwieser Rosenman & Colin
575 Madison Avenue
New York, NY 10022
(attorney)
Edward S. Director Chairman,
Finkelstein Finkelstein
Associates Inc.
712 Fifth Avenue
New York, NY 10019
(consulting)
Beverly Sills Director Chairman-Lincoln Center
Greenough for the Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
Peter R. Haje Executive Vice Executive Vice
President, President,
Secretary and Secretary and General
General Counsel Counsel, Time Warner*
Carla A. Hills Director Chairman and Chief
Executive Officer
Hills & Company
1200 19th Street, NW
Washington, DC 20036
(international trade
consultants)
Tod R. Hullin Senior Vice Senior Vice President
President Time Warner*
David T. Kearns Director Former Chairman of
Xerox, 100 First
Stamford Place
Stamford, CT 06904
Gerald M. Levin Director, Chairman and Chief
Chairman and Executive Officer
Chief Executive Time Warner*
Officer
Philip R. Senior Vice Senior Vice President,
Lochner, Jr. President Time Warner*
Henry Luce, III Director Chairman and Chief
Executive Officer,
The Henry Luce
Foundation, Inc.
720 Fifth Avenue
New York, NY 10019
(private foundation)
Reuben Mark Director Chairman and Chief
Executive Officer
Colgate-Palmolive
Company
300 Park Avenue
New York, NY 10022
(consumer products)
Michael A. Director Former Chairman and
Miles Chief Executive Officer
of Philip Morris
Companies Inc.,
(Director of Various
Companies)
3 Lakes Drive
Northfield, IL 60093
J. Richard Director Chairman of the
Munro Executive/Finance
Committee and Advisor to
the Company
Time Warner*
Richard D. Director Director and President,
Parsons and President Time Warner Inc.*<PAGE>
Donald S. Director Director of Various
Perkins Companies
Suite 2530
One First National Plaza
21 South Clark Street
Chicago, IL 60603
Raymond S. Director Financial Consultant and
Troubh Director of Various
Companies
10 Rockefeller Plaza
New York, NY 10020
(financial consultant)
Francis T. Director Vincent Enterprises
Vincent, Jr. (private investor),
300 First Stamford Place
Stamford, CT 06902
_____________________
* The business address of Time Warner is 75 Rockefeller Plaza,
New York, NY 10019<PAGE>
</PAGE>
<PAGE>
ANNEX B
The following is a list of the directors and executive
officers of Warner Communications Inc. ("WCI"), setting forth the
business address and present principal occupation or employment
(and the name, principal business and address of any corporation
or organization in which such employment is conducted) of each
such person. To the best knowledge of WCI, each person is a
citizen of the United States of America.
Principal Occupation or
NAME OFFICE EMPLOYMENT AND ADDRESS
Richard J. Senior Vice Senior Vice President
Bressler President and Chief Financial
Officer, Time Warner*
Peter R. Haje Director and Executive Vice
Executive Vice President,
President Secretary and General
Counsel, Time Warner*
Tod R. Hullin Director Senior Vice President,
Time Warner*
Deane F. Johnson Office of the Office of the President
President WCI, 1271 Avenue of the
Americas, New York,
NY 10020
John LaBarca Vice President Vice President and
Controller, Time Warner*
Gerald M. Director, Chairman and Chief
Levin Chairman and Executive Officer,
Chief Executive Time Warner*
Officer
Richard D. Director and President, Time Warner*
Parsons Office of the
President
_____________________
* The business address of Time Warner and WCI is 75 Rockefeller
Plaza, New York, NY 10019<PAGE>
</PAGE>
<PAGE>
ANNEX C
The following is a list of the directors and executive
officers of TWI Ventures Ltd., setting forth the business address
and present principal occupation or employment (and the name,
principal business and address of any corporation or organization
in which such employment is conducted) of each such person. To
the best knowledge of TWI Ventures Ltd., each person is a citizen
of the United States of America.
Principal Occupation or
NAME OFFICE EMPLOYMENT AND ADDRESS
Richard J. Director and Senior Vice President,
Bressler President Time Warner*
Spencer B. Hays Director and Vice President, Time
Vice President Warner*
Stephen Kapner Director, Vice Assistant Treasurer,
President and Time Warner*
Treasurer
Margaret Pulgini Director and Assistant Vice President
Secretary Wilmington Trust Company
Rodney Square North
Wilmington, DE 19801
James Tamucci Director, Vice Tax Executive Director,
President and Time Warner, 1271 Avenue
Assistant of the Americas,
Treasurer New York, NY 10020
___________________
The business address of Time Warner is 75 Rockefeller Plaza, New
York, NY 10019<PAGE>
