<PAGE> 1
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): March 13, 2000
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> 2
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. 333-82077) of
$550,000,000 aggregate principal amount of the Registrant's
7.95% Notes Due 2003 and $200,000,000 aggregate principal
amount of the Registrant's 8.50% Notes Due 2006.
Item 7(c) Exhibits
4. Terms Agreement among the Registrant,
Salomon Smith Barney Inc. and Bear, Stearns & Co.
Inc., dated March 10, 2000.
5. Opinion of Phillip H. Waldoks, Senior Vice President
-- Corporate Legal Affairs and Secretary of the
Company, re legality of the Notes.
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 and 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: March 13, 2000 By: /s/ Phillip H. Waldoks
Phillip H. Waldoks
Senior Vice President --
Corporate Legal Affairs and
Secretary (Duly Authorized
Officer)
2
<PAGE> 3
HASBRO, INC.
Current Report on Form 8-K
Dated March 13, 2000
Exhibit Index
Exhibits
4. Terms Agreement among the Registrant, Salomon Smith Barney Inc. and
Bear, Stearns & Co. Inc., dated March 10, 2000.
5. Opinion of Phillip H. Waldoks, Senior Vice President -- Corporate
Legal Affairs and Secretary of the Company, re legality of the Notes
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee on Form T-1.
3
<PAGE> 1
HASBRO, INC.
SENIOR DEBT SECURITIES
TERMS AGREEMENT
March 10, 2000
Hasbro, Inc.
200 Narragansett Park Drive
Pawtucket, Rhode Island 02862
Ladies and Gentlemen:
On behalf of the several Underwriters named in Schedule A hereto and
for their respective accounts, we offer to purchase, on and subject to the terms
and conditions of the Underwriting Agreement, annexed hereto as Annex A (the
"Under writing Agreement"), the following securities (the "Securities"), to be
issued under an indenture (the "Indenture"), dated as of the Closing Date (as
defined herein), by and between Hasbro, Inc. (the "Company") and The Bank of
Nova Scotia Trust Company of New York, as trustee (the "Trustee"), on the
following terms:
A. TITLE: 7.95% Notes Due 2003 (the "7.95% Notes").
PRINCIPAL AMOUNT: $550,000,000.
RANK: Senior.
CONVERTIBILITY: None.
INTEREST: 7.95% per annum, from March 15, 2000, payable
semi-annually on March 15 and September 15, commencing September 15,
2000, to holders of record on the preceding March 1 or September 1, as
the case may be.
MATURITY: March 15, 2003
<PAGE> 2
OPTIONAL REDEMPTION: None.
SINKING FUND: None.
DELAYED DELIVERY CONTRACTS: None.
PRICE TO UNDERWRITERS: 99.322% of principal amount.
PRICE TO PUBLIC: 99.772% of principal amount, subject to
change by the undersigned after the public offering of the Securities.
B. TITLE: 8.50% Notes Due 2006 (the "8.50% Notes").
PRINCIPAL AMOUNT: $200,000,000.
RANK: Senior.
CONVERTIBILITY: None.
INTEREST: 8.50% per annum, from March 15, 2000, payable
semi-annually on March 15 and September 15, commencing September 15,
2000, to holders of record on the preceding March 1 or September 1, as
the case may be.
MATURITY: March 15, 2006.
OPTIONAL REDEMPTION: None.
SINKING FUND: None.
DELAYED DELIVERY CONTRACTS: None.
PRICE TO UNDERWRITERS: 99.236% of principal amount.
PRICE TO PUBLIC: 99.861% of principal amount, subject to
change by the undersigned after the public offering of the Securities.
C. CLOSING: The Closing Date shall be at 10:00 a.m. on March 15, 2000, subject
to change as permitted by the Underwriting Agreement. The closing of the
purchase
2
<PAGE> 3
and sale of the Securities shall take place at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036, and payment
by the Underwriters for the Securities at the closing shall be in New York
Clearing House (next day) funds.
D. NAME AND ADDRESS OF REPRESENTATIVES:
SALOMON SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Attn: Legal Department
E. UNDERWRITING AGREEMENT: The provisions of the Underwriting Agreement
are incorporated herein by reference.
F. AVAILABILITY OF THE SECURITIES: The Securities will be made available
in book-entry form through the book-entry facilities of the Depositary Trust
Company in New York, New York on or prior to the Closing Date.
G. MISCELLANEOUS
The "Registration Statement" referred to in the Underwriting
Agree ment is the Company's Registration Statement on Form S-3, as amended (File
No. 333-82077).
This Terms Agreement may be executed in multiple counterparts.
All signatures need not be on the same counterpart.
3
<PAGE> 4
Please signify your acceptance of our offer by signing the
enclosed response to us in the space provided and returning it to us.
Very truly yours,
SALOMON SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.
BY: SALOMON SMITH BARNEY INC.
By:/s/ Christina A. Mohr
----------------------------
Name: Christina A. Mohr
Title: Managing Director
Accepted as of the above date:
HASBRO, INC.
By:/s/ Alfred J. Verrecchia
-----------------------------
Name: Alfred J. Verrecchia
Title: Executive Vice President,
Global Operations and Chief
Financial Officer
<PAGE> 5
SCHEDULE A
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF 7.95% NOTES OF 8.50% NOTES
- ----------------------------------------------------- ---------------- ----------------
(in thousands)
<S> <C> <C>
Salomon Smith Barney Inc................................. $ 247,500,000 $ 90,000,000
Bear, Stearns & Co. Inc.................................. $ 220,000,000 $ 80,000,000
FleetBoston Robertson Stephens Inc....................... $ 16,500,000 $ 6,000,000
Banc of America Securities LLC........................... $ 11,000,000 $ 4,000,000
Banca d'Intermediazione Mobiliare IMI.................... $ 11,000,000 $ 4,000,000
Commerzbank Captial Markets Corp......................... $ 11,000,000 $ 4,000,000
Mellon Financial Markets, LLC............................ $ 11,000,000 $ 4,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated....... $ 11,000,000 $ 4,000,000
Scotia Capital (USA) Inc................................. $ 11,000,000 $ 4,000,000
---------------- ----------------
TOTAL........................................... $ 550,000,000 $ 200,000,000
=============== ===============
</TABLE>
<PAGE> 6
ANNEX A
6
<PAGE> 1
Exhibit 5
Hasbro, Inc.
32 West 23rd Street
New York, New York 10010
March 13, 2000
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861
Ladies and Gentlemen:
I am Senior Vice President -- Corporate Legal Affairs and
Secretary of Hasbro, Inc., a Rhode Island corporation (the "Company"), and, as
such, I have acted as counsel to the Company in connection with the Underwriting
Agreement, dated as of March 10, 2000 and the Terms Agreement dated as of March
10, 2000 (collectively, the "Underwriting Agreement"), by and among the Company,
on the one hand, and Salomon Smith Barney, Inc. and Bear, Stearns & Co. Inc., on
the other hand (each, a "Representative" and collectively, the
"Representatives"), relating to the sale by the Company through the
Representatives of $550,000,000 aggregate principal amount of the Company's
7.95% Notes Due 2003 (the "7.95% Notes") and $200,000,000 aggregate principal
amount of the Company's 8.50% Notes Due 2006 to be issued under the Form of
Indenture, to be entered into as of March 15, 2000 (hereinafter, the "Closing
Date", and such indenture, the "Indenture"), between the Company and The Bank
of Nova Scotia Trust Company of New York, as Trustee (in such capacity, the
"Trustee"). Capitalized terms used and not otherwise defined herein shall have
the respective meanings set forth in the Underwriting Agreement.
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement on Form S-3 (File No. 33-82077) relating to the debt
securities of the Company, filed with the Securities and Exchange Commission
(the "Commission") on July 1, 1999 under the Securities Act of 1933, as amended
(the "Act"), in accordance with the procedures of the Commission permitting a
delayed or continuous offering of securities pursuant to such registration
statement, Amendment No. 1 thereto filed on August 31, 1999 and Amendment No. 2
thereto filed on December 7, 1999 (such
<PAGE> 2
March 13, 2000
Page 2
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) the Prospectus, dated January 14, 2000 (the
"Prospectus"), as supplemented by the Prospectus Supplement, dated March 10,
2000 (the Prospectus, as so supplemented, being hereinafter referred to as the
"Prospectus") relating to the Notes, in the forms filed with the Commission
pursuant to Rule 424(b) of its General Rules and Regulations under the Act (the
"Rules and Regulations"); (iii) the Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
on Form T-1 of the Trustee (the "Form T-1"); (iv) the Form of the Indenture;
(v) the form of the Notes and specimen certificates thereof; (vi) an
executed copy of the Underwriting Agreement; (vii) the Restated Articles of
Incorporation of the Company, as presently in effect; and (viii) the Amended and
Restated By-Laws of the Company, as presently in effect. I have also examined
originals or copies, certified or otherwise identified to my satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others, and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making my
examination of documents executed or to be executed by parties other than the
Company, I have assumed that the parties thereto had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. I have assumed that the
Indenture will be duly authorized, executed and delivered by the Trustee and
that any Notes that may be issued will be manually signed or counter signed, as
the case may be, by duly authorized officers of the Trustee.
I am a member of the Bar in the State of New York and I do not
express any opinion as to the laws of any other jurisdiction.
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
<PAGE> 3
March 13, 2000
Page 3
Based upon and subject to the foregoing, I am of the opinion
that the Notes constitute binding obligations of the Company.
I hereby consent to the filing of my opinion with the
Commission as Exhibit 5 to the Registrant's Current Report on Form 8-K dated
March 13, 2000. I also consent to the reference to me under the heading "Legal
Matters" in the Registration Statement, Prospectus and Prospectus Supplement.
In giving this consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations. My opinion is expressed as of its date unless otherwise expressly
stated therein and I disclaim any undertaking to advise you of any subsequent
changes of the facts stated or assumed therein or any subsequent changes in
applicable law.
Very truly yours,
/s/ Phillip H. Waldoks
<PAGE> 1
EXHIBIT 25
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)
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
New York 13-5691211
(State of Incorporation (I.R.S. employer
If not a U.S. national bank) Identification number)
One Liberty Plaza
New York, N.Y. 10006
(Address of principal (Zip code)
Executive office)
</TABLE>
HASBRO, INC.
(Exact name of obligor as specified in its charter)
Rhode Island
(State or other jurisdiction of incorporation or organization)
05-0155090
(I.R.S. employer identification no.)
1027 Newport Avenue
Pawtucket, RI 02861
(Address of principal executive offices) (Postal Code)
SENIOR DEBT
(Title of the indenture securities)
<PAGE> 2
-2-
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.
Federal Reserve Bank of New York
33 Liberty Street
New York, N. Y. 10045
State of New York Banking Department
State House, Albany, N.Y.
(b) Whether it is authorized to exercise corporate trust
powers. The Trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliation with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation. The obligor is not an affiliate of the
Trustee.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
Exhibit 1 - Copy of the Organization Certificate of the
Trustee as now in effect. (Exhibit 1 to T-1
to Registration Statement No. 333-6688).
Exhibit 2 - Copy of the Certificate of Authority of the
Trustee to commerce business. (Exhibit 2 to
T-1 to Registration Statement No. 333-6688).
Exhibit 3 - None; authorization to exercise corporate
trust powers is contained in the documents
identified above as Exhibit 1 and 2.
Exhibit 4 - Copy of the existing By-Laws of the
Trustee.(Exhibit 4 to T-1 to Registration
Statement No. 333-6688).
Exhibit 5 - No Indenture referred to in Item 4.
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. 333-27685).
Exhibit 7 - Copy of the latest Report of Condition of
the Trustee as of December 31, 1999
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, 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 9th day of March, 2000.
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK
By: /S/ George E. Timmes
George E. Timmes
<PAGE> 4
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: The Bank of Nova Scotia Trust Company of New York FFIEC 034
Address: Page RC-1
City, State Zip: New York, NY 10006
FDIC Certificate No.:
-----------
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1999
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
__________
<TABLE>
<CAPTION>
----------
C100 (-
------------ --------
Dollar Amounts
in Thousands
- ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
RCFD
ASSETS //////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): //////////////////
a. Noninterest-bearing balances and currency and coin(1)(2)................................. 0081 5,219,000 1.a.
b. Interest-bearing balances(3) ............................................................ 0071 2,336,000 1.b.
2. Securities: //////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. 1754 1,640,000 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ 1773 0 2.b.
3. Federal funds sold(4) and securities purchased under agreements to resell .................. 1360 4,253,000
4. Loans and lease financing receivables: //////////////////
----------------------
a. Loans and leases, net of unearned income (from Schedule RC-C) ........................... 2122 0 4.a.
b. LESS: Allowance for loan and lease losses ............................................... 3123 0 4.b.
c. LESS: Allocated transfer risk reserve ................................................... 3128 0 4.c.
----------------------
d. Loans and leases, net of unearned income, //////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... 2125 0 4.d.
5. Trading assets ............................................................................. 3545 0 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 1,012,000 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 0 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 6,511,000 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 1,068,000 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 21,563,000 12.
----------------------
</TABLE>
____________
(1) Includes cash items in process of collection and unposted debits.
(2) The amount reported in this item must be greater than or equal to the sum of
Schedule RC-M, items 3.1 and 3.b.
(3) Includes time certificates of deposit not held for trading.
(4) Reports "term federal funds sold" in Schedule RC, Item 4.a "Loans and
leases, net of unearned income," and in Schedule RC-C, part 1.
<PAGE> 5
Schedule RC--Continued
<TABLE>
<CAPTION>
---------------------------
Dollar Amounts in Thousands Mil Thou
- ----------------------------------------------------------------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES //////////////////
13. Deposits: //////////////////
RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)........ ..... 2200 8,467 13.a.
----------------------------
(1) Noninterest-bearing(1) ................................ 6631 8,402 13.a.(1)
(2) Interest-bearing ...................................... 6636 65 13.a.(2)
---------------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs.......................... //////////////////
(1) Noninterest-bearing ................................... //////////////////
(2) Interest-bearing ...................................... //////////////////
----------------------------
RCON
14. Federal funds purchased(2) and securities sold under agreements to repurchase ............ 2800 0 14.
RCON
15. a. Demand notes issued to the U.S. Treasury .............................................. 2840 0 15.a.
RCON
b. Trading liabilities.................................................................... 3548 0 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases: //////////////////
a. With a remaining maturity of one year or less ......................................... 2332 0 16.a.
b. With a remaining maturity of more than one year through three years.................... A547 0 16.b.
c. With a remaining maturity of more than three years..................................... A549 0 16.c.
17. Not applicable //////////////////
18. Bank's liability on acceptances executed and outstanding ................................. 2920 0 18.
19. Subordinated notes and debentures(3)...................................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G) ................................................... 2930 672 20.
21. Total liabilities (sum of items 13 through 20) ........................................... 2948 9,139 21.
22. Not applicable //////////////////
EQUITY CAPITAL //////////////////
23. Perpetual preferred stock and related surplus ............................................ 3838 0 23.
24. Common stock ............................................................................. 3230 1,000 24.
25. Surplus (exclude all surplus related to preferred stock).................................. 3839 10,030 25.
26. a. Undivided profits and capital reserves ................................................ 3632 1,394 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ 8434 0 26.b.
c. Accumulated net gains (losses) on cash flow hedges..................................... 8338 0 26.c.
27. Cumulative foreign currency translation adjustments....................................... //////////////////
28. Total equity capital (sum of items 23 through 27) ........................................ 3210 12,424 28.
29. Total liabilities and equity capital (sum of items 21 and 28) ............................ 3300 21,563 29.
---------------------------
</TABLE>
<TABLE>
<S> <C> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that RCON Number
best describes the most comprehensive level of auditing work performed -----------------
for the bank by independent external auditors as of any date during 1998 ........................... 6724 M.1.
-----------------
</TABLE>
<TABLE>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state
chartering authority)
- ------------
</TABLE>
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report "term federal funds purchased" in Schedule RC, item 16, "Other
borrowed money."
(3) Includes limited-life preferred stock and related surplus.
12
