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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
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HASBRO, INC.
(NAME OF ISSUER)
HASBRO, INC. (ISSUER)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
418056107
(CUSIP NUMBER OF CLASS OF SECURITIES)
PHILLIP H. WALDOKS, ESQ.
SENIOR VICE PRESIDENT -- CORPORATE
LEGAL AFFAIRS AND SECRETARY
HASBRO, INC.
32 WEST 23RD STREET
NEW YORK, NY 10010
(212) 645-2400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE FILING PERSON)
COPY TO:
THOMAS H. KENNEDY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
(212) 735-2526
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE*
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* Pursuant to General Instruction D to Schedule TO, no filing fee is required.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A
Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
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[ ] third-party tender offer subject to Rule
14d-1. [X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule
13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO relates to the tender offer by
Hasbro, Inc., a Rhode Island corporation, to purchase 17,250,000 shares, or such
lesser number of shares as are properly tendered, of its common stock, par value
$0.50 per share, including the associated preference stock purchase rights
issued under the Rights Agreement, dated as of June 16, 1999, between Hasbro and
BankBoston, N.A., as the Rights Agent, at prices not in excess of $17.50 nor
less than $15.25 per share, net to the seller in cash, without interest, as
specified by shareholders tendering their shares. This Schedule TO is intended
to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities
Exchange Act of 1934, as amended.
ITEM 12. EXHIBIT.
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(a)(5) Press Release, dated February 25, 2000
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
HASBRO, INC.
By: *
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Name:
Title:
Dated:
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* Pursuant to General Instruction D to Schedule TO, no signature is required.
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(a)(5) Press Release, dated February 25, 2000
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EXHIBIT (a)(5)
Contact: Alfred J. Verrecchia
401-727-5100
Renita E. O'Connell
401-727-5401
HASBRO OFFERS TO BUY UP TO 17.25 MILLION SHARES OF ITS COMMON STOCK
Pawtucket, RI (February 25, 2000) -- Hasbro, Inc. (NYSE:HAS) today
announced plans to repurchase up to 17.25 million shares of its common stock,
representing approximately 9.1% of its approximately 190.4 million outstanding
shares. This repurchase is part of the additional $500 million share repurchase
authorization of December 1999.
The repurchase will be made through a "Modified Dutch Auction" tender
offer which will commence Tuesday, February 29 and consist of an offer to
purchase 17.25 million shares of its common stock at a purchase price between
$15.25 and $17.50 per share net to the seller in cash, without interest. This
price range represents a 5.2% premium to a 20.7% premium to the February 24,
2000 closing sales price of $14.50 per share. Based on the minimum and maximum
offering prices specified in the offer, the aggregate purchase price if 17.25
million shares are purchased would range from approximately $260 million to $300
million. The company will finance the offer from available cash and credit
facilities.
"Hasbro's future is brighter than ever," said Alan G. Hassenfeld,
Chairman and Chief Executive Officer. "We believe our own stock represents one
of the most attractive investment opportunities available to us, so we are
investing aggressively in our future to enhance shareholder value while
preserving financial flexibility."
The Modified Dutch Auction tender procedure allows shareholders to
select the price within the specified range at which each shareholder is willing
to sell all or a portion of his or her shares to the company. Based on the
number of shares tendered and the prices specified by the tendering
shareholders, the company will determine the single per share price within the
range that will allow it to buy 17.25 million shares (or such lesser number of
shares that are properly tendered) at a price between $15.25 and $17.50 per
share net to the seller in cash, without interest. The offer will not be
contingent upon any minimum number of shares being tendered. All of the shares
that are properly tendered at prices at or below the purchase price determined
by the company (and not properly withdrawn) will, subject to possible proration
and provisions relating to the tender of "odd lots," be purchased for cash,
without interest, at such purchase price promptly after the expiration of the
tender offer. All shares purchased in the offer will receive the same price. All
other shares that have been tendered and not purchased will be promptly returned
to the shareholder. The offer is scheduled to expire at 12:00 Midnight, New York
City time, on March 27, 2000, unless extended by the company.
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The company expects to resume its open market share repurchase program
no earlier than 10 business days following completion of the Modified Dutch
Auction tender offer, at which time the company anticipates having over $200
million remaining under its $500 million share repurchase authorization of
December 1999.
SHAREHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED
MATERIALS THAT THE COMPANY WILL BE SENDING OUT SHORTLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS TO THE OFFER.
SHAREHOLDERS CAN OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE
SEC'S WEBSITE AT WWW.SEC.GOV OR FROM OUR INFORMATION AGENT, D.F. KING & CO.,
INC., AT 77 WATER STREET, 20TH FLOOR, NEW YORK, NEW YORK 10005, TELEPHONE:
1-888-460-7637. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR
TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.
The board of directors of Hasbro has approved the tender offer.
However, neither the company nor its board of directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering their shares
or as to the purchase price or prices at which shareholders may choose to tender
their shares. Shareholders must make their own decision as to whether to tender
their shares and, if so, how many shares to tender and the price or prices at
which such shares should be tendered. Hasbro's directors and executive officers
have advised the company that they will not tender any shares in the tender
offer.
Salomon Smith Barney will serve as the dealer manager for the offer.
D.F. King & Co., Inc. will serve as the information agent for the offer.
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.
Certain statements contained in this release contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be identified by the use of forward-looking words
or phrases such as "anticipate", "believe", "expect", "intend", "may",
"planned", "potential", "should", "will" and "would". Such forward-looking
statements are inherently subject to known and unknown
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Page Three
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, the Company's ability to manufacture, source and ship new and continuing
products on a timely basis and the acceptance of those products by customers and
consumers 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, including the ability to secure, maintain and
renew popular licenses and the ability to attract and retain talented employees
in a competitive environment; market conditions, third party actions or
approvals and the impact of competition that could delay or increase the cost of
implementation of the Company's Consolidation Program or alter the Company's
actions and reduce actual results; the risk that anticipated benefits of
acquisitions may not occur or be delayed or reduced in their realization; and
with respect to the Company's on-line game site initiative, technical
difficulties in adapting games to on-line format and establishing the on-line
game site that could delay or increase the cost of the site becoming
operational; the acceptance by consumers of the games and other products and
services to be offered at the site; competition from other on-line game sites
and other game playing formats; the fact that the current business model for
on-line games is experimental, and on-line revenues may not be sufficient to
cover the significant advertising expenditures required or the support, service
and product enhancement demands of on-line users. 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.
