<PAGE> 1
As Filed with the Securities and Exchange Commission on September 29, 2000
Registration No. __________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
HASBRO, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
RHODE ISLAND 3944 05-0155090
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
1027 NEWPORT AVENUE
PAWTUCKET, RHODE ISLAND 02861
(401) 431-8697
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
PHILLIP H. WALDOKS, ESQ.
SENIOR VICE PRESIDENT -
CORPORATE LEGAL AFFAIRS AND SECRETARY
HASBRO, INC.
32 WEST 23RD STREET
NEW YORK, NEW YORK 10010
(212) 645-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
<PAGE> 2
If this Form is a post-effective amendment filed pursuant to Rule
462 (c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum Amount of
Title of Each Class of Amount to Maximum Aggregate Registration
Securities to be Registered be Registered Offering Price Offering Price(1) Fee
--------------------------- ------------- Per Unit(1) ---------------- ------------
-------------
<S> <C> <C> <C> <C>
Common Stock, par value $.50 per
share (including preference stock
purchase rights).................. 500,000(2) $ 10.7825(3) $5,391,250(3) $1,423.29(3)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration
fee.
(2) Represents shares issuable upon exercise of warrants.
(3) Pursuant to Rule 457(c), these figures are based upon the average
of the high and low prices per share of Hasbro's Common Stock on
September 25, 2000, as reported on the New York Stock Exchange.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 3
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2000
PROSPECTUS
HASBRO, INC.
Common Stock
This prospectus relates to the public offering of 500,000 shares of our common
stock acquired upon the exercise of warrants held by a selling shareholder,
which shares may be resold by the selling shareholder using this prospectus. The
prices at which the selling shareholder may sell its shares will be determined
by the prevailing market price for the shares at the time of sale or in
negotiated transactions. We will not receive any proceeds from the sale of the
common stock by the selling shareholder.
Hasbro's common stock is listed on the New York Stock Exchange under the
symbol HAS. On September 28, 2000, the 4:00 p.m. closing price of Hasbro's
common stock on the New York Stock Exchange was $11 3/8 per share.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
-------------------------
We urge you to carefully read this prospectus before you make your
investment decision.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus or any accompanying prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
-------------------------
The date of this prospectus is , 2000.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
Risk Factors.....................................................................................3
Where You Can Find More Information..............................................................5
Incorporation of Information We File with the SEC................................................6
About This Prospectus............................................................................6
Note Regarding Forward-looking Statements........................................................7
Hasbro...........................................................................................8
The Selling Shareholder..........................................................................8
Use of Proceeds..................................................................................9
Description of Common Stock......................................................................9
Certain Anti-takeover Provisions................................................................11
Plan of Distribution............................................................................16
Legal Matters...................................................................................18
Experts.........................................................................................18
</TABLE>
----------------------
This prospectus and any accompanying prospectus supplement contain
information you should consider when making your investment decision. You should
rely only on the information contained or incorporated by reference in this
prospectus and any accompanying prospectus supplement. We have not authorized
any other person to provide you with different information. If anyone provides
you with different or inconsistent information you should not rely on it. We are
not, and neither the selling shareholder nor any underwriter are, making an
offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this
prospectus and the information we filed with the Securities and Exchange
Commission and incorporated by reference, is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
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RISK FACTORS
As a holder of our common stock, you will be subject to risks affecting
our business and risks relating to the ownership of our common stock. You should
carefully consider the following factors as well as other information contained
in this prospectus before deciding to invest in our common stock.
Consumer preferences are difficult to predict and the introduction of new
products is critical to the family entertainment industry.
Our business and operating results depend largely upon the appeal of our
family entertainment products, principally games and toys. A decline in the
popularity of our existing products and product lines or the failure of new
products and product lines to achieve and sustain market acceptance could result
in reduced overall revenues and margins, which could have a material adverse
effect on our business, financial condition and results of operations. Our
continued success will depend on our ability to redesign, restyle and extend our
existing family entertainment product lines and to develop, introduce and gain
customer acceptance of new family entertainment product lines. However consumer
preferences with respect to family entertainment are continuously changing and
are difficult to predict. Individual family entertainment products typically
have short life cycles. There can be no assurances that:
> any of our current products or product lines will continue to be
popular for any significant period of time;
> any new products and product lines introduced by us will achieve
an adequate degree of market acceptance; or
> any new product's life cycle will be sufficient to permit us to
recover development, manufacturing, marketing and other costs of
the product.
Our business is seasonal and therefore our annual operating results will
depend, in large part, on our sales during the relatively brief holiday season.
Further, this seasonality is increasing as large retailers become more efficient
in their control of inventory levels through quick response management
techniques.
Sales of our family entertainment products at retail are seasonal, with a
majority of retail sales occurring during the period from September through
December in anticipation of the holiday season. This seasonality is increasing
as large retailers become more efficient in their control of inventory levels
through quick response management techniques. These customers are timing
reorders so that they are being filled by suppliers closer to the time of
purchase by consumers, which to a large extent occur during September through
December, rather than maintaining large on-hand inventories throughout the year
to meet consumer demand. While these techniques reduce a retailer's investment
in inventory, they increase pressure on suppliers like us to fill orders
promptly and shift a significant portion of inventory risk and carrying costs
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to the supplier. The limited inventory carried by retailers may also reduce or
delay retail sales. Additionally, the logistics of supplying more and more
product within shorter time periods will increase the risk that we fail to
achieve tight and compressed shipping schedules. This seasonal pattern requires
significant use of working capital mainly to manufacture inventory during the
year, prior to the holiday season, and requires accurate forecasting of demand
for products during the holiday season. Our failure to accurately predict and
respond to consumer demand could result in our underproducing popular items and
overproducing less popular items.
The continuing consolidation of our retail customer base means that
changes in the purchasing policies of our major customers could have a
significant impact on us.
If some of our major customers were to cease doing business with us, or
to significantly reduce the amount of their purchases from us, it could have a
material adverse effect on our business, financial condition and results of
operations. For the fiscal year ended December 26, 1999, Wal-Mart Stores, Inc.
and Toys R Us, Inc. each accounted for approximately 16% of our consolidated net
revenues, and our ten largest customers, including Wal-Mart and Toys R Us, in
the aggregate accounted for approximately 56% of our consolidated net revenues.
We may not realize anticipated benefits of acquisitions or these benefits
may be delayed or reduced in their realization.
Acquisitions have been a significant part of our growth over the years
and have enabled us to further broaden and diversify our product offerings.
While we target companies having what we believe to be attractive family
entertainment product offerings, there can be no assurance that the products of
companies we acquire will continue to be popular. In addition, in some cases, we
expect that the integration of the product lines of the companies that we
acquire into our operations will create production, marketing and other
operating synergies. We believe that creating these synergies can create greater
revenue growth and profitability and, where applicable, cost savings, operating
efficiencies and other synergies. However, we can provide no assurances that
these synergies, efficiencies and cost savings will be realized. Even if
achieved, these benefits may be delayed or reduced in their realization. In
other cases we acquire companies with what we believe to have strong and
creative management, in which case we plan to create synergies by operating them
autonomously rather than integrating them into our operations. There can be no
assurance, however, that the key talented individuals at these companies will
continue to work for us after the acquisition or that they will continue to
develop popular and profitable products or services.
Our sales and manufacturing operations outside the United States subject
us to risks normally associated with international operations.
Various international risks could negatively impact our international
sales and manufacturing operations, which could have a material adverse effect
on our business, financial condition and results of operations. For the year
ended December 26, 1999, our international net revenues comprised approximately
33% of our total consolidated net revenues. We expect our international sales to
continue to account for a significant and growing portion of our revenues.
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<PAGE> 7
Additionally, we have manufacturing facilities in Ireland and Spain and utilize
third-party manufacturers principally in the Far East. These sales and
manufacturing operations are subject to the risks normally associated with
international operations, including:
> currency conversion risks and currency fluctuations;
> limitations, including taxes, on the repatriation of earnings;
> political instability, civil unrest and economic instability;
> greater difficulty enforcing intellectual property rights and
weaker laws protecting such rights;
> complications in complying with laws in varying jurisdictions and
changes in governmental policies;
> natural disasters and the greater difficulty and expense in
recovering therefrom;
> transportation delays and interruptions; and
> the imposition of tariffs.
Our reliance on external sources of manufacturing can be shifted, over a
period of time, to alternative sources of supply, should such changes be
necessary. However, if we were prevented from obtaining products or components
for a material portion of our product line due to political, labor or other
factors beyond our control, Hasbro's operations would be disrupted while
alternative sources of products were secured.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
SEC. These reports, proxy statements and other information can be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the following regional offices: Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300,
New York, New York 10048. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding companies that file electronically with the SEC,
including Hasbro. In addition, our common stock is listed on the New York Stock
Exchange. These reports, proxy statements and other information can also be read
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement filed with the
SEC by Hasbro. The full registration statement can be obtained from the SEC as
indicated above, or from Hasbro.
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<PAGE> 8
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" the information we
file with the SEC. This permits us to disclose important information to you by
referencing these filed documents. Any information referenced this way is
considered part of this prospectus, and any information filed with the SEC
subsequent to this prospectus will automatically be deemed to update and
supersede this information. We incorporate by reference the following documents
which we have filed with the SEC:
- our Annual Report on Form 10-K for the fiscal year ended December
26, 1999;
- our Quarterly Reports on Form 10-Q for the quarters ended April 2,
2000 and July 2, 2000; and
- our Current Reports on Form 8-K dated February 8, 2000, March 14,
2000, April 25, 2000, and July 20, 2000.
We also incorporate by reference the documents listed above and
any future filings made with the SEC in accordance with Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") until we file a post-effective amendment which indicates the termination
of the offering of the securities made by this prospectus.
Hasbro will provide without charge upon written or oral request, a
copy of any or all of the documents which are incorporated by reference in this
prospectus, other than exhibits which are specifically incorporated by reference
into those documents. Requests for these copies should be directed to: Hasbro,
Inc., 1027 Newport Avenue, Pawtucket, Rhode Island, 02861, Attention: Investor
Relations, or by telephone to Investor Relations at (401) 431-8697.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the SEC using a "shelf" registration process. The selling shareholder may
provide a prospectus supplement to add, update or change information contained
in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described above under the
heading "Where You Can Find More Information."
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated in this prospectus by
reference may contain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Exchange Act. These statements may be identified by the use
of forward-looking words or phrases such as "anticipate," "believe," "could,"
"expect," "intend," "may," "planned," "potential," "should", "will" or "would."
These forward-looking statements reflect our current expectations and are based
upon currently available data. The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for these forward-looking statements. In order to
comply with the terms of the safe harbor, we note that a variety of factors
could cause actual results and experience to differ materially from the
anticipated results or other expectations expressed in the forward-looking
statements. The risks and uncertainties that may affect the operations,
performances, development and results of our business include the following and
are also delineated in the Risk Factors Section above:
> our ability to manufacture, source and ship new and continuing products
in a timely manner and customers' and consumers' acceptance of those new
and continuing products at prices that will be sufficient to profitably
recover development, manufacturing, marketing, royalty and other costs of
products;
> the impact of competition on revenue, margins and other aspects of our
business, including the ability to secure, maintain and review popular
licenses and the ability to attract and retain talented employees in a
competitive environment;
> economic conditions, including higher fuel prices and computer chip
shortages, currency fluctuations and government regulation and other
actions in the various markets in which we operate throughout the world;
> the inventory policies of retailers, including the continuing trend of
concentration of our revenues in the second half and fourth quarter of
the year, together with retailers' increased reliance on quick response
inventory management practices, which increases the risk of us
underproducing popular items, overproducing less popular items and
failing to achieve tight and compressed shipping schedules;
> the impact of market conditions, third party actions or approvals and the
impact of competition that could delay or increase the cost of
implementation of our Consolidation Program or alter our actions and
reduce actual results;
> the risk that anticipated benefits of acquisitions may not occur or be
delayed or reduced in their realization;
> with respect to our online game site initiative, technical difficulties
in adapting games to online format and establishing the online game site
that could delay or increase the cost of the site becoming operational;
the acceptance by customers of the games and other
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products and services to be offered at our online game site; competition
from other online game sites and other game playing formats; and the fact
that online game revenues may not be sufficient to cover the significant
advertising expenditures required or the support, service and product
enhancement demands of online users; and
> other risks and uncertainties as are or may be detailed from time to time
in our public announcements and filings with the Securities and Exchange
Commission including without limitation the Risk Factors described above.
These or other events or circumstances could cause our actual performance
or financial results in future periods to differ materially from those expressed
in the forward-looking statements. We undertake no obligation to make any
revisions to the forward-looking statements contained in this prospectus or the
documents incorporated by reference in this prospectus, or to update the
forward-looking statements to reflect events or circumstances occurring after
the date of this prospectus.
HASBRO
We are 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., our PLAYSKOOL, KENNER, TONKA, ODDZON, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER, HASBRO INTERACTIVE, MICROPROSE,
GALOOB and WIZARDS OF THE COAST brands and products provide what we believe to
be the highest quality and most recognizable play experiences in the world. Our
offerings include games, including traditional and board, card, hand-held
electronic, electronic interactive plush, electronic learning aid, children's
consumer electronic, trading card, role playing and interactive software games,
and puzzles. Toy offerings include boys' action, preschool, creative play, and
girls' toys, dolls, and plush products. We also license various trademarks,
characters and other property rights for use in connection with the sale by
others of noncompeting toys and non-toy products. References in this prospectus
to "Hasbro," "we," "us," or "our" mean Hasbro, Inc., a Rhode Island corporation
organized on January 8, 1926, and, unless the context otherwise requires, its
subsidiaries.
Hasbro's principal office is at 1027 Newport Avenue, Pawtucket, Rhode
Island 02861, and its telephone number is (401) 431-8697.
THE SELLING SHAREHOLDER
All of the shares of common stock are being sold by the selling
shareholder identified in the following table. The table and the following
paragraph also set forth information regarding the beneficial ownership of our
outstanding common stock as of September 28, 2000 by the selling shareholder.
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<TABLE>
<CAPTION>
Number of Shares
Selling Shareholder Covered by this Prospectus
------------------- --------------------------
<S> <C>
Warner Bros., a division of
Time Warner Entertainment Company, L.P.................................... 500,000
</TABLE>
As of the close of business on September 28, 2000, the selling
shareholder did not hold or beneficially own any shares but owned warrants to
purchase shares of our common stock. The warrants were issued in connection
with, and as partial consideration for, a license granted to us by the selling
shareholder to develop certain products using characters and other intellectual
property from the first two HARRY POTTER books by J.K. Rowling as well as two
theatrical motion pictures to be developed by the selling shareholder based on
these books. The warrants will become exercisable upon the U.S. release of the
first of these theatrical motion pictures. This release is currently scheduled
for the latter part of 2001.
The selling shareholder has not, nor, within the past three years has
had, any position, office or other material relationship with us or any of our
predecessors or affiliates, except as a licensor of intellectual property and
other business relationships entered into in the ordinary course of business and
at arms-length. Because the selling shareholder may offer all, some portion or
none of its shares pursuant to this prospectus, we can give no estimate as to
the number of shares that will be held upon termination of any such sales. The
selling shareholder is making no representation that any shares covered by this
prospectus will be offered for sale, and it reserves the right to accept or
reject, in whole or in part, any proposed sale of shares.
Information concerning the selling shareholder may change from time to
time and any such changed information will be set forth in supplements to this
prospectus if and when necessary. In addition, the number of shares issuable on
exercise of warrants is subject to adjustment in some circumstances.
Accordingly, the aggregate number of shares issuable upon exercise may increase
or decrease. This prospectus covers any additional shares that may become
issuable under any such circumstances, as well as any additional shares that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of our outstanding shares of common stock.
USE OF PROCEEDS
We will receive none of the proceeds of securities sold by the selling
shareholder.
DESCRIPTION OF COMMON STOCK
GENERAL
Hasbro's authorized capital stock consists of 600,000,000 shares of
common stock, and 5,000,000 shares of preference stock. No shares of preference
stock were issued or outstanding as of September 28, 2000. However, 60,000
shares of preference stock (the "Junior Participating
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Preference Stock") have been authorized and reserved for issuance in connection
with the preference stock purchase rights (the "Rights") described in "Certain
Anti-Takeover Provisions -- Shareholders Rights Plan" and "--Junior
Participating Preference Stock."
VOTING RIGHTS
Each holder of common stock is entitled to one vote for each share held
on all matters to be voted upon by shareholders.
DIVIDEND RIGHTS
The holders of common stock, subject to the rights of holders of any
outstanding preference stock, are entitled to receive dividends as determined by
the board of directors.
LIQUIDATION RIGHTS AND OTHER PROVISIONS
Subject to the prior rights of creditors and the holders of any
outstanding preference stock, the holders of the common stock are entitled to
share ratably in our remaining assets in the event of a liquidation, dissolution
or winding up of Hasbro.
The common stock is fully paid and is not liable to any calls or
assessments and is not convertible into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock, and, in
accordance with the Rhode Island Business Corporation Act and the Articles of
Incorporation, there are no preemptive rights.
Fleet National Bank, acting directly and through EquiServe L.P., acts as
transfer agent and registrar for the common stock.
DIRECTORS' LIABILITY
Our Articles of Incorporation provide that, to the fullest extent
permitted by the Rhode Island Business Corporation Act, a member of the board of
directors will not be personally liable to Hasbro or its shareholders for
monetary damages for breaches of his or her legal duties to Hasbro or our
shareholders as a director, except for liability:
> for any breach of the director's duty of loyalty to Hasbro or our
shareholders;
> for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
> for unlawfully declaring dividend payments or purchasing stock; or
> for any transaction from which the director derived an improper
personal benefit, other than as permitted under Section 7-1.1-37
of the Rhode Island Business Corporation Act.
In addition, we have entered into an indemnification agreement with
each of our directors, whereby we have agreed to indemnify each director for
amounts that the director is
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legally obligated to pay, including judgments, settlements of fines, including
certain related expenses to be advanced by us, due to any actual or alleged
breach of duty, neglect, error, misstatement, misleading statement or other act
or omission by a director in his or her capacity as a director. This
indemnification agreement excludes claims:
> covered by our directors and officers liability insurance policy;
> for which the director is otherwise indemnified or reimbursed;
> relating to certain judgments or adjudications under which the
director is liable for breaches of duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or
involving knowing violations of law, actions or certain
transactions from which the director derives an improper personal
benefit;
> relating to the director's liability for accounting for profits
under Section 16 of the Exchange Act;
> in respect of remuneration, if found unlawful; and
> as to which a final and non-appealable judgment has determined
that payment to the director thereunder is unlawful.
In addition, our By-Laws include certain provisions which provide that
our directors and officers generally shall be indemnified against specific
liabilities to the fullest extent permitted or required by the Rhode Island
Business Corporation Act.
CERTAIN ANTI-TAKEOVER PROVISIONS
The provisions of the Articles of Incorporation summarized in the
succeeding paragraphs could have an anti-takeover effect. These provisions are
intended to enhance the likelihood of continuity and stability in the
composition of our Board of Directors and in their policies. They may, however,
delay, defer or prevent a tender offer or takeover attempt that a shareholder
might consider to be in his or her best interest, including those attempts that
might result in a premium over the market price for the shares held by
shareholders.
Our Board of Directors is divided into three classes that are elected for
staggered three-year terms. Directors can be removed from office only for cause
and, with certain exceptions, only with the approval of a majority vote of the
entire Board of Directors or by the affirmative vote of holders of a majority of
the then outstanding shares of capital stock of Hasbro entitled to vote for
these directors. Vacancies on the Board of Directors may be filled only by the
remaining directors and not by the shareholders.
Under the Articles of Incorporation, the Board of Directors by resolution
may establish one or more series of preference stock having the number of
shares, designation, relative voting rights, dividend rates, liquidation and
other rights, preferences and limitations as may be fixed by the Board of
Directors without any further shareholder approval. These rights, preferences,
privileges and limitations as may be established could have the effect of
impeding or discouraging the acquisition of control of Hasbro.
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The Articles of Incorporation also provide that any action required or
permitted to be taken by our shareholders may be effected only at an annual or
special meeting of shareholders, or by the unanimous written consent of
shareholders.
In order to approve a number of extraordinary corporate transactions,
such as a merger, consolidation or sale of all or substantially all assets, with
an Interested Person, as defined below, our Articles of Incorporation require:
> an 80% vote of all outstanding Company shares entitled to vote,
including a majority vote of all disinterested shareholders;
> the approval of a majority of the entire Board of Directors,
including the affirmative vote of a majority of the "Continuing
Directors", as defined in the Articles of Incorporation; and
> the satisfaction of procedural requirements which are intended to
assure that shareholders are treated fairly under the
circumstances.
"Interested Person", as used in the preceding paragraph means:
> any person together with its "Affiliates" and "Associates", as
defined in the Exchange Act, and any person acting in concert
therewith who is the beneficial owner, directly or indirectly, of
ten percent or more of the votes held by the holders of the
securities generally entitled to vote for directors (the "Voting
Stock"),
> any Affiliate or Associate of an Interested Person, including
without limitation, a Person acting in concert therewith,
> any person that at any time within the two year period immediately
prior to the date in question was the beneficial owner, directly
or indirectly, of ten percent or more of the votes held by the
holders of shares of Voting Stock, or
> an assignee of, or successor to, any shares of Voting Stock which
were at any time within the two year period prior to the date in
question beneficially owned by any Interested Person, if such
assignment or succession occurred in a transaction or series of
transactions not involving a public offering as defined by the
Securities Act.
This definition of an Interested Person is subject to certain exceptions
as contained within our Articles of Incorporation.
The 80% vote will not be required and, in accordance with the Rhode
Island Business Corporation Act, only a majority vote of shareholders will
generally be required if this type of a transaction is approved by a majority of
the entire Board of Directors, including the affirmative vote of at least
two-thirds of the Continuing Directors.
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SHAREHOLDERS RIGHTS PLAN
On June 16, 1999, we entered into a rights agreement with Fleet National
Bank, as Rights Agent. This agreement replaced a previous rights agreement,
dated June 4, 1989, which expired on June 30, 1999. As with most shareholder
rights agreements, the terms of our rights agreement are complex and not easily
summarized, particularly as they relate to the acquisition of our common stock
and to exercisability of the Rights. This summary may not contain all of the
information that is important to you. Accordingly, you should carefully read our
rights agreement, which is incorporated by reference into this prospectus in its
entirety. Capitalized terms used in this summary and not otherwise defined shall
have the meanings given to them in the rights agreement.
The Rights attach to all certificates representing shares of common stock
outstanding at the close of business on June 30, 1999 and will attach to any
shares of common stock issued by Hasbro, including upon the exercise of any
warrants and options or upon conversion of any convertible debt securities,
after this date and prior to the Distribution Date, as defined below. The Rights
will become exercisable and will separate from the common stock and be
represented by separate certificates on the Distribution Date; the date which is
approximately 10 days after anyone acquires or commences a tender offer to
acquire 15% of more of our outstanding common stock (an "Acquiring Person"). The
Rights will not be exercisable until such date, if any, and will expire on June
30, 2009, unless this date is extended or unless the Rights are earlier
exchanged or redeemed by Hasbro. Upon the Distribution Date, the Rights will
initially be exercisable, at a price of $140, for one ten-thousandth of a share
of Hasbro's Junior Participating Preference Stock, although the terms of the
exercise are subject to adjustment under the rights agreement. Under the rights
agreement, the following are not Acquiring Persons:
> Hasbro;
> any of our subsidiaries;
> employee benefit plans of Hasbro or any of our subsidiaries;
> individuals and entities connected with the Hassenfeld family, as
described in the rights agreement;
> any person who becomes the owner of 15% or more of the common
stock by virtue of a repurchase of common stock by Hasbro, unless
after becoming aware of this fact, such person acquires an
additional 1%; and
> any person who reports the ownership of 15% or more of the common
stock in a filing under the Exchange Act, who does not state any
intention to control the management of Hasbro and who, upon
request, certifies to Hasbro that the 15% threshold was crossed
inadvertently and with no knowledge of the terms of the Rights.
Upon any person becoming an Acquiring Person, subject to the exception
noted below in this paragraph, each Right will entitle the holder to purchase a
number of shares of common stock of Hasbro having a then current market value of
twice the exercise price of the Right. For example, at the initial exercise
price of $140, upon exercise, each Right would entitle its holder
13
<PAGE> 16
to receive $280 worth of common stock or other consideration, as described
below. A holder of a Right will not be entitled to purchase shares if any person
becomes an Acquiring Person in a tender offer or exchange offer for all
outstanding shares that has been determined by the Board of Directors, after
receiving advice from one or more investment banking firms, to be at a price
which is fair to and otherwise in the best interests of the shareholders.
In addition, each Right will entitle the holder to purchase a number of
shares of common stock of the acquiring company having a current market value of
twice the exercise price of the Right, if, after the date upon which someone has
become an Acquiring Person:
> Hasbro is party to a merger or another business combination
transaction in which Hasbro is not the surviving corporation;
> Hasbro is the surviving corporation in a merger or other business
combination, but all or part of its common stock is changed into
or exchanged for stock or other securities of another person, cash
or any other property; or
> Hasbro sells 50% or more of its consolidated assets, cash flow or
earning power.
If any of the above events occurs, the acquiring company shall assume all of our
obligations under the rights agreement.
From and after the occurrence of the event which triggers the exercise of
the Rights, any Rights that are or were acquired or beneficially owned by any
Acquiring Person, any Associate or any Affiliate shall be void and any holder of
these Rights shall thereafter have no right to exercise these Rights.
At any time prior to the earlier of ten business days following the date
upon which someone has become an Acquiring Person and the expiration date of the
Rights, our Board of Directors may redeem all, but not less than all, of the
outstanding Rights at a price of $.01 per Right, subject to adjustment, payable
in cash, shares of common stock or other consideration. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate, and
the only right of the holders of Rights will be to receive the redemption price.
The exercisability of the Rights triggered by someone becoming an Acquiring
Person, as described above, will not occur until after the expiration of this
redemption right.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by a person or group of 50% or more of our outstanding common stock,
our Board of Directors may exchange the Rights, other than those Rights owned by
the person or group which have become void. This exchange may be in whole or in
part, at a ratio of one share of common stock per Right, subject to adjustment.
In the event that, after the Rights become exercisable for shares of our
common stock, there is an insufficient number of shares of our common stock
available to permit the full exercise of Rights, our Board of Directors has the
ability to substitute an equivalent value in:
> cash;
14
<PAGE> 17
> a reduction in the exercise price of the Right;
> shares of preference stock with an equivalent value to our common
stock;
> debt securities;
> other assets; or
> any combination of the foregoing.
Prior to the Distribution Date, the rights agreement may be amended by
our Board of Directors without the consent of the holders of the Rights. After
the Distribution Date, the rights agreement may only be amended by our Board of
Directors, without the consent of the holders of the Rights, as follows:
> to cure any ambiguity;
> to correct any provisions which are defective or inconsistent;
> to shorten or lengthen any time period, though any lengthening
must be for the purpose of protecting the interests of the holders
of the Rights; or
> to make changes which do not adversely affect the interests of the
holders of the Rights.
The rights agreement may not be amended, however, at any time when the Rights
are not redeemable.
Until a holder of a Right exercises the Right, the holder will have no
rights as a shareholder of Hasbro, including, without limitation, the right to
vote or to receive dividends.
While the distribution of the Rights will not be taxable to shareholders
or to Hasbro, shareholders may, depending on the circumstances, recognize
taxable income in the event that the Rights become exercisable for our common
stock, or other consideration, or in the event the Rights are redeemed by
Hasbro.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Hasbro in a
manner which causes the Rights to become exercisable. We do not believe,
however, that the Rights would affect any prospective offeror willing to make an
offer at a price that is fair and otherwise in the best interests of the
shareholders, since the Board of Directors would be required by its fiduciary
duties under applicable law to consider the offer. If the offer were fair and
otherwise in the best interests of the shareholders, the Board could, at its
option, exercise its right to redeem the Rights as described above. In
considering the merits of a proposed offer and pursuant to Rhode Island law and
our Articles of Incorporation, however, our directors are authorized to take
into account the interests of Hasbro in addition to the interests of the
shareholders. In considering the interests of Hasbro, our directors may evaluate
the effect of the proposed offer on Hasbro's employees, suppliers, creditors and
customers. Our directors may also consider the effect of the proposed offer on
the communities in which Hasbro operates as well as the long and short term
interests of Hasbro, including the possibility that these interests may be best
served by the continued independence of Hasbro. If in considering any of these
factors, the Board of Directors determines the proposed offer is not in the best
interests of Hasbro, the Board may reject the offer and
15
<PAGE> 18
has no obligation to facilitate or refrain from impeding the proposed offer.
Because of the redemption right, the Rights should also not interfere with any
merger or business combination approved by our Board of Directors.
JUNIOR PARTICIPATING PREFERENCE STOCK
In connection with the rights agreement, 60,000 shares of Junior
Participating Preference Stock have been reserved and authorized for issuance by
the Board of Directors. No shares of Junior Participating Preference Stock were
outstanding as of September 28, 2000. The following statements with respect to
the Junior Participating Preference Stock are subject to, and are qualified in
their entirety by reference to, the detailed provisions of the Articles of
Incorporation, including the Certificate of Designation relating to the Junior
Participating Preference Stock (the "Certificate of Designation"), which is
incorporated herein by reference.
Shares of Junior Participating Preference Stock purchasable upon exercise
of the Rights will not be redeemable. Each share of Junior Participating
Preference Stock will be entitled to a minimum preferential quarterly dividend
payment of $10 per share but will be entitled to an aggregate dividend of 10,000
times the dividend declared per share of common stock. In the event of
liquidation, the holders of the Junior Participating Preference Stock will be
entitled to a minimum preferential liquidation payment of $10,000 per share,
plus accrued and unpaid dividends, and will also be entitled to preferential
treatment on the distribution of any remaining assets. Each share of Junior
Participating Preference Stock will have 10,000 votes, voting together with the
common stock. In the event of any merger, consolidation or other transaction in
which shares of common stock are exchanged, each share of Junior Participating
Preference Stock will be entitled to receive 10,000 times the amount received
per share of common stock. These rights are subject to proportionate adjustment
in the event of certain stock splits, recombinations and other events.
PLAN OF DISTRIBUTION
The selling shareholder will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
shareholder or its successor, including permitted assignees, pledgees, donees,
transferees or other successors in interest, may sell all of its shares from
time to time in transactions on the securities markets and exchanges, including
the NYSE, in the over the counter market, in privately negotiated transactions,
or through writing options or warrants on its shares or otherwise. It may sell
shares at fixed prices that may change, at market prices prevailing at the time
of sale, at prices relating to prevailing market prices or at negotiated prices.
Under certain circumstances, the selling shareholder may sell its shares
pursuant to Rule 144 or another exemption from registration under the Securities
Act in lieu of selling its shares pursuant to this prospectus. The selling
shareholder may sell shares in any manner permitted by law, including through
underwriters, licensed brokers, dealers or agents, and directly to one or more
purchasers.
Sales of shares of common stock may involve:
16
<PAGE> 19
> sales to underwriters, who will acquire shares of common stock for
their own account and resell them in one or more transactions at
fixed prices or at varying prices determined at that time of sale;
> block transactions in which the broker or dealer so engaged may
sell shares as agent or principal;
> purchases by a broker or dealer as principal who resells the
shares for its account;
> an exchange distribution in accordance with the rules of any such
exchange;
> ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
> through the writing of options; and
> privately negotiated sales, which may include sales directly to
institutions.
The selling shareholder has advised us that, as of the date of this
prospectus, it has not entered into any agreements, understandings or
arrangements for the sale of the shares with any underwriters or broker-dealers
and that no underwriter or coordinating broker-dealer is now acting in
connection with the proposed sale of shares. At the time a particular offering
of shares is made and to the extent required, the aggregate number of shares
being offered, the name of the selling shareholder and the terms of the
offering, including the names of the underwriters, broker-dealers or agents, any
discounts, concessions or commissions and other terms constituting compensation
from the selling shareholder, and any discounts, concessions or commissions
allowed or re-allowed or paid to broker-dealers, will be set forth in an
accompanying prospectus supplement.
Broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling shareholder and/or the purchasers.
The selling shareholder and any broker-dealers, agents or underwriters that
participate with the selling shareholder in the distribution of shares offered
by this prospectus may be deemed to be "underwriters" within the meaning of the
Securities Act. Accordingly, the selling shareholder will be subject to the
prospectus delivery requirements of the Securities Act. Any commissions paid or
any discounts or concessions allowed to these persons, and any profits received
on the resale of the shares offered by this prospectus and purchased by these
persons, may be deemed to be underwriting commissions or discounts under the
Securities Act.
Under the rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares offered pursuant to this prospectus may
be limited in its ability to engage in market activities with respect to those
shares. The selling shareholder will be subject to the provisions of the
Exchange Act and the rules and regulations under the Exchange Act, including
Regulation M. Those rules and regulations may limit the timing of purchases and
sales of any shares offered by the selling shareholder pursuant to this
prospectus, which may affect the marketability of the shares offered by this
prospectus.
We will pay all expenses, other than selling commissions, selling fees
and stock transfer taxes, of the registration and sale of shares. We also have
agreed to indemnify the selling shareholder against certain liabilities,
including liabilities under the Securities Act.
17
<PAGE> 20
We may suspend the use of this prospectus by the selling shareholder
under certain circumstances.
We will not receive any proceeds from sales of shares by the selling
shareholder. We cannot guarantee that the selling shareholder will sell any or
all of its shares.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be
passed upon for Hasbro by Phillip H. Waldoks, Senior Vice President - Corporate
Legal Affairs and Secretary of Hasbro. Mr. Waldoks owns 7,100 shares of common
stock, 3,500 of which are shares of restricted stock, and has options to
purchase 167,405 shares of common stock granted under Hasbro's employee stock
option plans.
EXPERTS
The consolidated financial statements incorporated by reference and
schedule included in the Annual Report on Form 10-K of Hasbro for the fiscal
year ended December 26, 1999 incorporated by reference herein and elsewhere in
the Registration Statement, have been incorporated by reference herein and in
the registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
18
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, will be paid by the Registrant and are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement..............................................$1,423.29
Legal and Accounting Fees and Expenses..............................................5,000.00
Miscellaneous.......................................................................3,576.71
Total..................................................................$10,000.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is incorporated in Rhode Island. Under
Section 7-1.1-4.1 of the Rhode Island Business Corporation Act, a Rhode Island
corporation has the power, under specified circumstances, to indemnify its
officers, directors, employees and agents against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys' fees, actually
incurred by them in connection with any proceeding to which these persons were
made parties by reason of the fact that these persons are or were directors,
officers, employees or agents, if:
> these persons shall have acted in good faith,
> they reasonably believed that their actions were in the best
interests of the corporation, if the proceeding involves conduct
in an official capacity with the corporation, or not opposed to
the best interests of the corporation, if the proceeding involves
conduct other than in an official capacity with the corporation,
and
> in criminal proceedings, they had no reasonable cause to believe
that their conduct was unlawful.
The foregoing statement is subject to the detailed provisions of
7-1.1-4.1 of the Rhode Island Business Corporation Act.
Article X of the By-Laws of the Registrant provides that the
Registrant shall indemnify its directors and officers to the full extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Act.
Section 7-1.1-48 of the Rhode Island Business Corporation Act
provides that articles of incorporation may contain a provision eliminating or
II-1
<PAGE> 22
limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
provided that the provision shall not eliminate or limit the liability of a
director:
> for any breach of the director's duty of loyalty to the
corporation or its shareholders,
> for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
> under Section 7-1.1-43 of the Rhode Island Business Corporation
Act, which relates to liability for unauthorized acquisitions or
redemptions of, or dividends or distribution on, capital stock, or
> for any transaction from which the director derived an improper
personal benefit, unless said transaction is permitted by Section
7-1.1-37.1 of the Rhode Island Business Corporation Act, which
relates to director conflicts of interest.
Article Thirteenth of the Registrant's Articles of Incorporation
contains such a provision.
Section 7-1.1-4.1(j) of the Rhode Island Business Corporation Act
empowers a Rhode Island corporation to purchase and maintain insurance on behalf
of its current and prior directors, officers, employees and agents against any
liability incurred or asserted against them as a result of their official
capacities, whether or not the corporation would have the power to indemnify
such person against the insured liability under the provisions of such Section.
The Registrant has a directors and officers liability insurance policy.
The Registrant has entered into an indemnification agreement with
each of its directors, whereby the Registrant has agreed to indemnify each such
director for amounts which the director is legally obligated to pay, including
judgments, settlements of fines, including certain related expenses to be
advanced by the Registrant, due to any actual or alleged breach of duty,
neglect, error, misstatement, misleading statement or other act or omission by a
director in his capacity as a director. This indemnification excludes claims:
> covered by the Registrant's directors and officers liability
insurance policy,
> for which the director is otherwise indemnified or reimbursed,
> relating to certain judgments or adjudications under which the
director is liable for breaches of duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or
involving knowing violations of law, actions or certain
transactions from which the director derives an improper personal
benefit,
> relating to the director's liability for accounting for profits
under Section 16 of the Securities Exchange Act of 1934, as
amended,
II-2
<PAGE> 23
> in respect of remuneration, if found unlawful, and
> as to which a final and non-appealable judgement has determined
that payment to the director thereunder is unlawful.
In addition, the agreement entered into with selling shareholders
provide for indemnification of directors and officers of the Registrant under
certain circumstances.
ITEM 16. LIST OF EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
3.1 Restated Articles of Incorporation of Hasbro (incorporated
by reference to Exhibit 3.1 to Hasbro's Quarterly Report on
Form 10-Q for the Fiscal Quarter ended on July 2, 2000,
File No. 1-6682).
3.2 Amended and Restated Bylaws of Hasbro (incorporated by
reference to Exhibit (3) to Hasbro's Current Report on Form
8-K, dated February 16, 1996, File No. 1-6682).
4.1 Rights Agreement, dated June 16, 1999, between Hasbro and
Fleet National Bank (incorporated by reference to Exhibit 4
to Hasbro's Current Report on Form 8-K dated June 16,
1999).
5.1 Opinion of Phillip H. Waldoks, Senior Vice President -
Corporate Legal Affairs and Secretary of Hasbro.
23.1 Consent of KPMG LLP.
23.2 Consent of Phillip H. Waldoks, Senior Vice President -
Corporate Legal Affairs and Secretary of Hasbro (included
as part of Exhibit 5.1).
24.1 Powers of Attorney (contained on pages II-6 through II-8).
II-3
<PAGE> 24
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act:
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement, or the most
recent post-effective amendment thereof, which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered, if the total dollar value of securities offered
would not exceed that which was registered, and any deviation from the lower or
higher end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold at
the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of
II-4
<PAGE> 25
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding, is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-5
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 29th day of
September, 2000.
HASBRO, INC.
By: /s/ Alan G. Hassenfeld
------------------------------
Alan G. Hassenfeld
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the corporation whose
signature appears above and each person whose signature appears below
constitutes and appoints each of Harold P. Gordon, David D.R. Hargreaves, Brenda
T. Simensky, Alfred J. Verrecchia and Phillip H. Waldoks as such person's true
and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any registration statement for
the same offering that is to be effective under Rule 462(b) of the Securities
Act, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each of said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
II-6
<PAGE> 27
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Alan G. Hassenfeld Chairman of the Board, Chief September 29, 2000
---------------------------------------------------- Executive Officer and Director
Alan G. Hassenfeld (Principal Executive Officer)
/s/ Alfred J. Verrecchia President, Chief Operating Officer September 29, 2000
---------------------------------------------------- and Chief Financial Officer and
Alfred J. Verrecchia Director (Principal Financial and
Accounting Officer)
/s/ Alan R. Batkin Director September 29, 2000
----------------------------------------------------
Alan R. Batkin
/s/ E. Gordon Gee Director September 29, 2000
----------------------------------------------------
E. Gordon Gee
/s/ Harold P. Gordon Director September 29, 2000
----------------------------------------------------
Harold P. Gordon
</TABLE>
II-7
<PAGE> 28
<TABLE>
<S> <C> <C>
/s/ Sylvia K. Hassenfeld Director September 29, 2000
----------------------------------------------------
Sylvia K. Hassenfeld
/s/ Marie-Josee Kravis Director September 29, 2000
----------------------------------------------------
Marie-Josee Kravis
/s/ Norma T. Pace Director September 29, 2000
----------------------------------------------------
Norma T. Pace
----------------------------------------------------- Director
E. John Rosenwald, Jr.
/s/ Carl Spielvogel Director September 29, 2000
----------------------------------------------------
Carl Spielvogel
---------------------------------------------------- Director
Preston Robert Tisch
/s/ Paul Wolfowitz Director September 29, 2000
----------------------------------------------------
Paul Wolfowitz
</TABLE>
II-8
