SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 17, 1998
HASBRO, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 1-6682 05-0155090
(State of Incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
1027 Newport Avenue, Pawtucket, Rhode Island 02861
(Address or principal executive office) (Zip Code)
(401) 431-8697
(Registrant's telephone number including area code)
Item 5. Other Events
Exhibits are filed herewith in connection with the proposed
issuance by the Registrant pursuant to the Registrant's Registration
Statement on Form S-3 (File No. 333-44101) of $150,000,000 aggregate
principal amount of the Registrant's 6.15% Notes Due 2008 and $150,000,000
aggregate principal amount of the Registrant's 6.60% Debentures Due 2028.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
(25.1) Statement of Eligibility under the Trust Indenture Act
of 1939 of a Corporation Designated to Act as Trustee
on Form T-1.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
HASBRO, INC.
Dated: July 17, 1998 By: /s/ Phillip H. Waldoks
______________________________
Name: Phillip H. Waldoks
Title: Senior Vice President - Corporate
Legal Affairs and Secretary
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) (X)
------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
399 Park Avenue, New York, New York 13-5266470
(Address of principal executive office) (I.R.S. employer
identification no.)
10043
(Zip Code)
-----------------------
Hasbro, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0155090
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1027 Newport Avenue
Pawtucket, RI 02861
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits
hereto.
Exhibit 1 - Copy of Articles of Association of the
Trustee, as now in effect. (Exhibit 1 to T-1 to
Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the
Trustee to commence business. (Exhibit 2 to T-1 to
Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to
exercise corporate trust powers. (Exhibit 3 to T-1 to
Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4
to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to
Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of
Citibank, N.A. (as of March 31, 1998 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and
existing under the laws of the United States of America, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York and
State of New York, on the 17th day of July, 1998.
CITIBANK, N.A.
By /s/ Florence Mills
_______________________
Florence Mills
Senior Trust Officer
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on March 31,
1998, published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter Number 1461
Comptroller of the Currency Northeastern District.
ASSETS
Thousands
of dollars
----------
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency
and coin ................................................ $ 6,890,000
Interest-bearing balances ................................... 14,848,000
Held-to-maturity securities ................................. 0
Available-for-sale securities ............................... 31,464,000
Federal funds sold and securities purchased
under agreements to resell .............................. 19,345,000
Loans and lease financing receivables:
Loans and Leases, net of unearned
income ................................. $ 159,106,000
LESS: Allowance for loan and lease
losses ................................. 4,259,000
Loans and leases, net of unearned income,
allowance, and reserve .................................... 154,847,000
Trading assets .............................................. 36,633,000
Premises and fixed assets (including capitalized
leases) ................................................... 3,376,000
Other real estate owned ..................................... 485,000
Investments in unconsolidated subsidiaries and
associated companies ...................................... 1,386,000
Customers' liability to this bank on acceptances
outstanding ............................................... 1,824,000
Intangible assets ........................................... 160,000
Other assets ................................................ 9,670,000
-------------
TOTAL ASSETS ................................................ $ 280,928,000
=============
LIABILITIES
Deposits:
In domestic offices ..................................... $ 37,884,000
Noninterest-bearing ..................... $ 12,822,000
Interest-bearing ........................ 25,062,000
In foreign offices, Edge and Agreement
subsidiaries, and IBFs .................................... 155,776,000
Noninterest-bearing ..................... 9,878,000
Interest-bearing ........................ 145,898,000
Federal funds purchased and securities sold
under agreements to repurchase ............................. 7,429,000
Trading liabilities .......................................... 29,266,000
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 9,518,000
With a remaining maturity of more than one year
through three years .................................... 2,340,000
With a remaining maturity of more than three years ....... 898,000
Bank's liability on acceptances executed and
outstanding ................................................ 1,992,000
Subordinated notes and debentures ............................ 5,600,000
Other liabilities ............................................ 12,507,000
-------------
TOTAL LIABILITIES ............................................ $ 263,210,000
=============
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. $ 751,000
Surplus ...................................................... 7,604,000
Undivided profits and capital reserves ....................... 9,617,000
Net unrealized holding gains (losses) on
available-for-sale securities .............................. 443,000
Cumulative foreign currency translation adjustments .......... (697,000)
-------------
TOTAL EQUITY CAPITAL ......................................... $ 17,718,000
-------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL ......................................... $ 280,928,000
=============
I, Roger W. Trupin, Controller of the above-named bank do hereby declare
that this Report of Condition is true and correct to the best of my
knowledge and belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of
our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
