SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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 Notices and Communications)
December 23, 1997
(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 / /.
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>
SCHEDULE 13D
CUSIP No. 418 056 107 Page 2 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIME WARNER INC.
IRS. No.: 13-3527249
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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>
SCHEDULE 13D
CUSIP No. 418 056 107 Page 3 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIME WARNER COMPANIES, 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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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>
SCHEDULE 13D
CUSIP No. 418 056 107 Page 4 of 18 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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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>
SCHEDULE 13D
CUSIP No. 418 056 107 Page 5 of 18 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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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>
6 of 18
Time Warner Inc., a Delaware corporation ("Time
Warner"), Time Warner Companies, Inc., a Delaware corporation
("TWC"), 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 Hasbro Common Stock dated June 22, 1994, as
filed with the Securities and Exchange Commission on June 24,
1994 by the Reporting Persons, as last amended by Amendment No.
10 dated October 10, 1996 (the "Statement"). Unless otherwise
indicated, capitalized terms used but not defined herein have the
meanings assigned to them in the Statement. As provided in the
Joint Filing Agreement filed as an Exhibit hereto, 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 Hasbro Common Stock.
This amendment to the Statement is being filed to
reflect that as of December 23, 1997, Time Warner, TWC, WCI and
TWI Ltd. are no longer the beneficial owners of any shares of
common stock, par value $.50 per share (the "Hasbro Common
Stock") of Hasbro, Inc. ("Hasbro").
Item 3. Source and Amount of Funds or Other Consideration.
The response to Item 3 of the Statement is hereby
amended by adding paragraphs nine and ten to read in their
entirety as follows:
<PAGE>
<PAGE>
7 of 18
"On February 20, 1997, the Board of Directors of Hasbro
declared a three-for-two split on the Hasbro Common Stock (the
"Hasbro Split"), payable in the form of a 50% stock dividend on
March 21, 1997 to all holders of record of Hasbro Common Stock on
March 7, 1997.
As a result of the Hasbro Split, TWI Ltd. became the
holder of record of an additional 6,028,780 shares of Hasbro
Common Stock for a total of 18,086,341 shares of Hasbro Common
Stock or approximately 13.6% of the outstanding Hasbro Common Stock."
Item 4. Purpose of Transaction.
The response to Item 4 of the Statement is hereby
amended by deleting paragraph seven and adding new paragraphs
seven and eight to read in its entirety as follows:
"On December 17, 1997, TWC redeemed for cash all of its
outstanding Liquid Yield Option TM Notes ("LYONS") due 2012 for
approximately $656 million (the "LYONs Redemption").
On December 23, 1997, TWC redeemed all of its
outstanding $1.24 Preferred Exchangeable Redemption Cumulative
Securities ("PERCS") by delivering to the holders of the PERCS
all of the 18,086,341 shares of Hasbro Common Stock (the "PERCS
Exchange") held of record by TWI Ltd. The PERCS were
exchangeable at the option of the holder of such PERCS into
Hasbro Common Stock and redeemable, at the option of TWC, in
shares of Hasbro Common Stock
<PAGE>
<PAGE>
8 of 18
or cash. As a result of the LYONs Redemption and PERCS Exchange,
Time Warner, TWC, WCI and TWI Ltd. are no longer the beneficial
owners of any shares of Hasbro Common Stock."
Item 5. Interest in Securities of the Issuer.
The response to Item 5 of the Statement is hereby
amended and supplemented by inserting the following as the eighth
and ninth paragraphs:
"On March 16, 1992, TW Corp. (which subsequently merged
into WCI) received 4,019,187 shares of Hasbro Common Stock as a
result of a three-for-two-Stock Split.
On March 21, 1997, TWI Ltd. received 6,028,780 shares
of Hasbro Common Stock as a result of the Hasbro Split."
Paragraphs ten through twelve (formerly paragraphs
eight through ten) of Item 5 of the Statement are hereby amended
to read in their entirety as follows:
"According to Hasbro's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, there were outstanding
as of October 31, 1997, 133,920,853 shares of Hasbro Common
Stock. Prior to the LYONs Redemption and PERCS Exchange, the
18,086,341 shares of Hasbro Common Stock held by TWI Ltd. and
beneficially owned by Time Warner, TWC
<PAGE>
<PAGE>
9 of 18
and WCI, constituted approximately 13.6% of the outstanding Hasbro
Common Stock. As a result of the LYONs Redemption and PERCS
Exchange, zero (0) shares of Hasbro Common Stock are held of record
by TWI Ltd. and beneficially owned by Time Warner, TWC and WCI.
Except as described herein, none of Time Warner, TWC,
WCI or 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, TWC, WCI,
TWI Ltd. or any person listed in Annexes A, B, C, or D hereto."
Item 7. Material to be filed as Exhibits.
Item 7 of the Statement is hereby amended to include
Exhibit Q to read in its entirety as follows:
Exhibit Q Joint Filing Agreement among Time Warner
Inc., Time Warner Companies, Inc., Warner
Communications Inc. and TWI Ventures Ltd.
<PAGE>
<PAGE>
10 of 18
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: December 24, 1997
TIME WARNER INC.
BY: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TIME WARNER COMPANIES 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>
11 of 18
EXHIBIT Q
JOINT FILING AGREEMENT
Time Warner Inc., Time Warner Companies, Inc., Warner
Communications Inc. and TWI Ventures Ltd., each hereby agrees, in
accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, that Amendment No. 11 to the Statement on
Schedule 13D filed herewith, and any amendments thereto, relating
to the shares of Common Stock, par value $.50 per share, of
Hasbro, Inc., is, and will be, filed jointly on behalf of each
such person.
Dated: December 24, 1997 TIME WARNER INC.
BY: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TIME WARNER COMPANIES, 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>
12 of 18
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 Ave.,
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
J. Carter Bacot Director Chairman and
Chief Executive Officer
The Bank of New York
Company, Inc.
48 Wall Street, 3rd Floor
New York, NY 10286
Stephen F. Director President and Chief
Bollenbach Executive Officer
Hilton Hotels Corporation
9396 Civic Center Drive
Beverly Hills, CA 90210
* The business address of Time Warner, TWC and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE>
<PAGE>
13 of 18
Principal Occupation or
Name Office Employment and Address
Beverly Sills Director Chairman-Lincoln Center
Greenough for the Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
Gerald Greenwald Director Chairman and
Chief Executive Officer of UAL
Corporation
P.O. Box 66100
Chicago, IL 66100
Peter R. Haje Executive Vice Executive Vice
President, President, Secretary
Secretary and and General Counsel,
General Counsel Time Warner*
Carla A. Hills Director Chairman and Chief
Executive Officer
Hills & Company
1200 19th Street, NW
Washington, DC 20036
(international trade
consultants)
John A. LaBarca Senior Vice Senior Vice President
President and Controller,
and Controller Time Warner*
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*
* The business address of Time Warner, TWC and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE>
<PAGE>
14 of 18
Principal Occupation or
Name Office Employment and Address
Reuben Mark Director Chairman and Chief
Executive Officer
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
(consumer products)
Michael A. Miles Director Former Chairman and
Chief Executive Officer
of Philip Morris
Companies Inc., Director
of Allstate Corp.,
Sears Roebuck & Co.,
Dean Witter, Discover & Co., and
Dell Computer Corporation
1350 Lake Road
Lake Forest, IL 60045
Richard D. Director Director and President,
Parsons and President Time Warner*
Donald S. Director Director of Various
Perkins Companies
21 South Clark St.
Suite 2530
One First National Plaza
Chicago, IL 60603
* The business address of Time Warner, TWC and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE>
<PAGE>
15 of 18
Principal Occupation or
Name Office Employment and Address
Robert E. Director and Vice Chairman of Time
Turner Vice Chairman Warner*, Chairman and
President of TBS
One CNN Center
Atlanta, GA 30303
Raymond S. Director Financial Consultant and
Troubh Director of Various
Companies
10 Rockefeller Plaza
New York, NY 10020
(financial consultant)
Francis T. Director Chairman of
Vincent, Jr. Vincent Enterprises
(private investor),
and Director of Various
Companies
300 First Stamford Place
Stamford, CT 06902
* The business address of Time Warner, TWC and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE>
<PAGE>
16 of 18
ANNEX B
The following is a list of the directors and executive
officers of Time Warner Companies, Inc. ("TWC"), 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 Old
Time Warner, 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 Senior Vice and Chief Financial
President and Officer, Time Warner*
Chief Financial
Officer
Peter R. Haje Director and Executive Vice
Executive Vice President, Secretary
President, and General Counsel,
Secretary Time Warner*
and General Counsel
Gerald M. Chairman and Chief Chairman and Chief
Levin Executive Officer Executive Officer,
Time Warner*
Timothy A. Boggs Senior Vice Senior Vice President,
President Time Warner
800 Connecticut Avenue, N.W.
Suite 800
Washington, D.C. 20006
Philip R. Senior Vice Senior Vice President,
Lochner Jr. President Time Warner*
Richard D. President President,
Parsons Time Warner*
* The business address of Time Warner, TWC and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE>
<PAGE>
17 of 18
ANNEX C
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. Director and Senior Vice President
Bressler Senior Vice and Chief Financial
President and Officer, Time Warner*
Chief Financial
Officer
Peter R. Haje Director and Executive Vice
Executive Vice President, Secretary
President and General Counsel,
Time Warner*
Gerald M. Chairman and Chief Chairman and Chief
Levin Executive Officer Executive Officer,
Time Warner*
Philip R. Senior Vice Senior Vice President,
Lochner Jr. President Time Warner*
Richard D. Director President,
Parsons and Office of Time Warner*
the President
* The business address of Time Warner, TWC and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE>
<PAGE>
18 of 18
ANNEX D
The following is a list of the directors and executive
officers of TWI Ventures Ltd ("TWI 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 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 and Chief Financial
Officer, Time Warner*
Spencer B. Hays Director and Vice President
Vice President and Deputy
General Counsel, Time Warner*
Stephen Kapner Director, Vice Assistant Treasurer,
President and Time Warner*
Treasurer
Margaret Pulgini Director, Assistant Vice President
Vice President Wilmington Trust Co.
And Secretary Rodney Square North
Wilmington, DE 19801
James Tamucci Director, Tax Executive Director
Vice President Time Warner
and Treasurer 1271 Avenue of the Americas
New York, NY 10020
* The business address of Time Warner, TWC and WCI is 75
Rockefeller Plaza, New York, NY 10019
