HASBRO INC
8-K, 1999-12-07
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                    SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549


                                FORM 8-K

                             CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES AND EXCHANGE ACT OF 1934



Date of Report (Date of Earliest Event Reported):    December 7, 1999
                                                 -------------------------



                              HASBRO, INC.
                          --------------------
                          (Name of Registrant)



 RHODE ISLAND                    1-6682                    05-0155090
- - --------------                ------------             -------------------
  (State of                   (Commission                 (IRS Employer
Incorporation)                File Number)             Identification No.)



1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND                   02861
- - ------------------------------------------             -------------------
 (Address of Principal Executive Offices)                  (Zip Code)



                             (401) 431-8697
                     -------------------------------
                     (Registrant's Telephone Number)




<PAGE>
Item 5.    Other Events

           The December 7, 1999 Press Release of the Registrant attached
           hereto as EXHIBIT 99 is incorporated herein by reference.

Item 7(c). Exhibits

           99  Press Release, dated December 7, 1999, of Hasbro, Inc.



                                SIGNATURES


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.
                                             ------------
                                             (Registrant)


Date: December 7, 1999                   By:  /s/ Alfred J. Verrecchia
                                              ------------------------
                                              Alfred J. Verrecchia

                                              Executive Vice President,
                                              Global Operations and Chief
                                              Financial Officer
                                              (Duly Authorized Officer and
                                              Principal Financial Officer)




<PAGE>
                                  HASBRO, INC.
                           Current Report on Form 8-K
                             Dated October 14, 1999


                                 Exhibit Index

Exhibit
  No.                              Exhibits
- - -------                            --------

99           Press Release dated December 7, 1999





                                                                  EXHIBIT  99

For Immediate Release

        Contact:        Wayne S. Charness   (News Media)         401-727-5983
                        Renita E. O'Connell (Investor Relations) 401-727-5401



                  HASBRO ANNOUNCES CONSOLIDATION PROGRAM AND
            ADDITIONAL $500 MILLION SHARE REPURCHASE AUTHORIZATION


     Pawtucket, RI (December 7, 1999) -- Hasbro, Inc.(NYSE:HAS) today
announced a Consolidation Program to continue to enhance shareholder value.
The Program includes further consolidation of the Company's manufacturing and
sourcing activities and product lines, plus streamlining and continued
regionalization of marketing, sales, research and development activities
worldwide. As a result, in the fourth quarter of 1999 the Company will
recognize pre-tax charges of approximately $141 million. Implementation of
the consolidation initiatives will begin immediately and will continue into
the year 2000.

     "As we transition Hasbro from a toy and game manufacturer to being a
leader in children's and family leisure time and entertainment, we must
realign our business to support our commitment to technology and game play.
They are the keys to our continued growth," said Alan G. Hassenfeld, Chairman
and Chief Executive Officer. "We are confident today's program will help us
better leverage the revenue growth opportunities of our unmatched portfolio
of popular global brands and products," Hassenfeld continued.

     "Our Board of Directors has also authorized an additional $500 million
stock repurchase program. This is a clear signal that we believe in our
future and our ability to add value for our shareholders, and we will
continue to invest in ourselves," Hassenfeld added. This program authorizes
repurchases from time to time of Hasbro common stock on the open market or in
private transactions, as well as the use of equity derivatives, depending on
market conditions and other factors. The new authorization is expected to be
utilized over the next few years, after completion of the December 1997 $500
million authorization under which the Company has invested approximately $415
million to repurchase over 16 million shares.

     When the Company releases fourth quarter 1999 results, it expects to
report approximately $63 million as a restructuring charge. In addition,
approximately $39 million of asset writedowns and $39 million of other
charges, all related to discontinued product lines and product lines with
reduced expectations, will be reflected in various operating expense lines.
Approximately $69 million of the charges will be for non-cash items.
<PAGE>
     The $63 million restructuring charge is expected to generate pre-tax
savings of approximately $16 million in the year 2000, and $23 million per
year thereafter. The Company expects that 1999 fourth quarter and full-year
operating results, prior to the $141 million of charges, will be in line with
consensus expectations. Today's announcement should have no impact on
consensus expectations for the year 2000.

     "When I joined Hasbro at the beginning of this year, I knew it was a
great company with great brands," said Herbert M. Baum, President and Chief
Operating Officer. "Today's announcement is all about leveraging those
successful brands and further sharpening our bottom-line focus by
concentrating on what we do best."

     The Company will continue to consolidate its manufacturing and sourcing
activities, resulting primarily in the closure of two manufacturing
facilities - in Tijuana, Mexico and Ashford, England. Production from the
closed facilities will be shifted to other Hasbro factories and to the
Orient. "As we focus on higher-growth businesses like interactive games and
smart toys, we must ensure optimal utilization of our facilities to be the
low cost provider," Baum explained.

     In sales, marketing, and research and development activities,
consolidation will continue worldwide. For example, the Company will continue
streamlining aspects of its U.S. Toy business, primarily in the areas of
preschool, creative play and girls' toys, to focus on other higher-potential
areas. Also, based on the success of the regional management structure
implemented during 1998 in Europe, the Company will further consolidate its
European sales and marketing activities.

     "Positioning for continued growth and profitability improvement means we
must continue to do more with less. These changes unfortunately will
eliminate approximately 2,200 positions worldwide, or about 19% of our
current workforce, including approximately 1,850 manufacturing positions,"
Baum explained.

     "Looking ahead to next year, we look forward to introducing the amazing
interactive electronic YODA, the continued excitement surrounding FURBY and
POKEMON, plus other wonderful trading card games from Wizards of the Coast,
and continued growth in interactive games. With these and so many other
brands in our unmatched portfolio, Hasbro truly has the power to entertain
well into the next century," Hassenfeld concluded.


     Hasbro is a worldwide leader in children's and family leisure time and
entertainment products and services, including the design, manufacture and
marketing of games and toys ranging from traditional to high-tech. Both
internationally and in the U.S., its PLAYSKOOL, KENNER, TONKA, ODDZON, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER, HASBRO INTERACTIVE,
MICROPROSE, GALOOB and WIZARDS OF THE COAST brands and products provide the
highest quality and most recognizable play experiences in the world.

<PAGE>

     Certain statements contained in this release contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements are inherently subject to known
and unknown risks and uncertainties. The Company's actual actions or results
may differ materially from those expected or anticipated in the forward-
looking statements. Specific factors that might cause such a difference
include, but are not limited to, market conditions, third party actions or
approvals and the impact of competition that could delay or increase the cost
of implementation of the Consolidation Program or alter the Company's actions
and reduce actual results; the company's ability to manufacture, source and
ship new and continuing products on a timely basis and the acceptance by
customers and consumers of those products in a competitive product
environment; economic conditions, currency fluctuations and government
regulation and other actions in the various markets in which the Company
operates throughout the world; the inventory policies of retailers, including
the continuing trend of concentration of the Company's revenues in the second
half and fourth quarter of the year, together with increased reliance by
retailers on quick response inventory management techniques, which increases
the risk of underproduction of popular items, overproduction of less popular
items and failure to achieve tight and compressed shipping schedules; the
impact of competition on revenues, margins and other aspects of the Company's
business; the Company's incurring higher than expected costs to achieve, or
not achieving, "Year 2000" readiness with respect to the Company's systems,
or the Company's customers, vendors or service providers failing to achieve
such readiness; and the risk that anticipated benefits of acquisitions or the
Company's Consolidation Program may not occur or be delayed or reduced in
their realization. The Company undertakes no obligation to make any revisions
to the forward-looking statements contained in this release or to update them
to reflect events or circumstances occurring after the date of this release.


                                     ###





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