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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 24, 2003
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
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(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure.
As announced in a press release dated November 24, 2003, which
is attached hereto as Exhibit 99, and pursuant to an Offer to
Purchase dated November 24, 2003, Hasbro, Inc., a Rhode Island
corporation (the "Company"), has commenced a tender offer for
all outstanding 8 1/2% Notes due March 15, 2006 (the "Notes")
issued by the Company.
..
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99 Press Release, dated November 24, 2003, of Hasbro, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HASBRO, INC.
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(Registrant)
Date: November 24, 2003 By: /s/ David D.R. Hargreaves
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David D. R. Hargreaves
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
HASBRO, INC.
Current Report on Form 8-K
Dated November 24, 2003
Exhibit Index
Exhibit
No. Exhibits
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99 Press Release, dated November 24, 2003, of Hasbro, Inc.
Exhibit 99
For Immediate Release CONTACT: Karen A. Warren (Investor Relations)
November 24, 2003 401-727-5401
Wayne S. Charness (News Media)
401-727-5983
Hasbro, Inc. Commences Tender Offer For 8 1/2% Notes Due 2006
PAWTUCKET, R.I.--(BUSINESS WIRE)--Nov. 24, 2003--Hasbro, Inc.
(NYSE: HAS) commenced a tender offer for all $200,000,000 in aggregate
principal amount of its 8 1/2% Notes due 2006 (CUSIP No. 418056AL1,
the "Notes") on November 24, 2003. Upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 24, 2003
and the related Letter of Transmittal (together, the "Tender Offer
Documents"), Hasbro, Inc. is offering to purchase all of the
outstanding Notes at a price equal to $1,130.00 per $1,000 principal
amount of Notes (the "Total Consideration"), which Total Consideration
includes an early tender premium of $20 per $1,000 principal amount of
Notes (the "Early Tender Premium"). The Total Consideration, plus
accrued but unpaid interest to, but not including, the date of payment
for the Notes, will be paid in respect of all Notes validly tendered
and accepted for payment pursuant to the tender offer if the
noteholder validly tenders such Notes prior to 5:00 p.m., New York
City time, on December 8, 2003 (the "Early Tender Date"). Any holder
validly tendering Notes after the Early Tender Date will, if such
Notes are accepted for payment pursuant to the tender offer, receive
$1,110.00 per $1,000 principal amount of Notes, which amount is equal
to the Total Consideration, less the Early Tender Premium for the
Notes. In addition, accrued but unpaid interest to, but not including,
the date of payment for the Notes will be paid for Notes validly
tendered and accepted for payment.
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on December 22, 2003. The tender offer is conditioned
on, among other things, the absence of a material adverse change or
similar event affecting Hasbro, its ability to consummate the tender
offer or the value or trading market for the Notes.
Requests for Tender Offer Documents may be directed to D.F. King &
Co., Inc., the information agent for the tender offer, at 48 Wall
Street, 22nd Floor, New York, New York 10005. The information agent
may be telephoned toll-free at (800) 207-3158. The Dealer Managers for
the tender offer are Bear, Stearns & Co. Inc. and Barclays Capital
Inc. Questions regarding the tender offer may be directed to Bear,
Stearns & Co. Inc., Global Liability Management Group, at 383 Madison
Avenue, 8th Floor, New York, New York 10179, telephone number (877)
696-2327 or to Barclays Capital Inc., Liability Management Group, at
200 Park Avenue, 4th Floor, New York, New York 10166, telephone number
(888) 227-2275.
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,
TONKA, SUPER SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER 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." These statements may be identified by the use of
forward-looking words or phrases such as "anticipate," "believe,"
"could," "expect," "intend," "look forward," "may," "planned,"
"potential," "should," "will" and "would." Such forward-looking
statements are inherently subject to known and unknown risks and
uncertainties. Hasbro'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: Hasbro'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 at prices that
will be sufficient to profitably recover development, manufacturing,
marketing, royalty and other costs of products; economic and public
health conditions, including factors which impact the retail market or
Hasbro's ability to manufacture and deliver products, higher fuel and
commodity prices, higher transportation costs, currency fluctuations
and government regulation and other conditions in the various markets
in which Hasbro operates throughout the world; the inventory policies
of retailers, including the concentration of Hasbro'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; work stoppages, slowdowns or
strikes, which may impact Hasbro's ability to manufacture or deliver
product; the bankruptcy or other lack of success of one of Hasbro's
significant retailers which could negatively impact Hasbro's revenues
or bad debt exposure; the impact of competition on revenues, margins
and other aspects of Hasbro'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
Hasbro's consolidation programs or alter Hasbro'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 other
risks and uncertainties as may be detailed from time to time in
Hasbro's public announcements and SEC filings. Hasbro 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.