As Filed with the Securities and Exchange Commission on January 12, 1998
Registration No. 33-_____
Trust Indenture Act File No. 22-___
(Senior Debt Securities)
Trust Indenture Act File No. 22-___
(Subordinated Debt Securities)
- ---------------------------------------------------------------------------
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)
RHODE ISLAND 05-0155090
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
--------------------
Copies to:
Vincent J. Pisano, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
--------------------
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. |_|
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. |_|
--------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit(1) Offering Price(1) Fee
- ------------------- ---------- ---------------- ---------------- -------------
Debt Securities......$400,000,000(2) 100% $400,000,000 $ 118,000(4)
Common Stock, __ __ __
par value $.50 per
share (including
preference
stock purchase
rights).........(3)
- --------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee.
(2) If any Debt Securities are issued at an original issue discount, this
registration statement shall cover such greater amount of Debt
Securities as shall result in the initial offering prices aggregating
$400,000,000.
(3) Also registered are such indeterminate number of shares of Common
Stock (including preference stock purchase rights) as may be issued
from time to time upon conversion of Debt Securities registered
hereby.
(4) Pursuant to Rule 429, this Registration Statement also relates to an
aggregate of $150,000,000 principal amount of debt securities included
in Registration Statement No. 33-41548 as to which a filing fee of
$37,500 previously has been paid.
--------------------------
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.
STATEMENT PURSUANT TO RULE 429
Pursuant to Rule 429 under the Securities Act of 1933 the
prospectus included herein also relates to $150,000,000 principal amount
of debt securities previously registered under Registration Statement No.
33-41548 and not issued. In the event any such previously registered debt
securities are offered prior to the effective date of this Registration
Statement, they will not be included in the prospectus contained in this
Registration Statement.
- ---------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED JANUARY 12, 1998
[LOGO]
HASBRO, INC.
DEBT SECURITIES
Hasbro, Inc. (the "Company") from time to time may offer its notes,
debentures or other forms of debt securities (the "Debt Securities") in a
principal amount sufficient to result in proceeds to the Company of up to
$550,000,000 (or the equivalent in foreign denominated currencies or
composite currencies, based upon the applicable exchange rate at the time
of sale). The Debt Securities, which may be senior Debt Securities
("Senior Debt Securities") or subordinated Debt Securities ("Subordinated
Debt Securities"), may be offered as separate series in amounts, at
prices and on other terms to be determined at the time of sale.
The terms of any series of Debt Securities in respect of which this
Prospectus is being delivered, including, where applicable, the specific
designation, aggregate principal amount, denomination, maturity, premium,
if any, interest rate (which may be fixed or variable) and time of
payment of interest, if any, terms for any redemption at the option of
the Company or the Holder, terms, if any for conversion into Common
Stock, par value $.50 per share, of the Company ("Common Stock"), terms
for any mandatory redemption or sinking fund payments, the initial public
offering price, any listing on a securities exchange and the other terms
in connection with the offering and sale of such series of Debt
Securities will be set forth in an accompanying Prospectus Supplement
(the "Prospectus Supplement").
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
The Company may sell Debt Securities directly or through agents
designated from time to time or to or through one or more underwriters or
dealers. The names of any underwriters, dealers or agents involved in the
sale of any Debt Securities in respect of which this Prospectus is being
delivered, the principal amounts, if any, to be purchased by underwriters
and the applicable commissions or other compensation to be paid to any
underwriters, dealers or agents will be set forth in the Prospectus
Supplement. See "Plan of Distribution."
As used herein, Debt Securities shall include securities denominated
in United States dollars or, at the option of the Company, if so
specified in the applicable Prospectus Supplement, in any other currency
or in composite currencies or in amounts determined by reference to an
index.
-------------------------
The date of this Prospectus is , 1998.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY THE DEBT SECURITIES OFFERED BY THIS PROSPECTUS IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.
-------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 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; 7
World Trade Center, Suite 1300, New York, New York 10048; and copies of
such material can be obtained form the Public Reference Section of the
Commission at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. In addition, certain of the Company's securities are
listed on the American Stock Exchange and reports, proxy statements and
other information concerning the Company may be inspected at the offices
of that stock exchange, 86 Trinity Place, New York, New York 10006.
----------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 30, 1997, June 29, 1997 and September 28, 1997.
(c) The Company's Current Reports on Form 8-K dated February 6,
1997, April 21, 1997, July 17, 1997, October 20, 1997 and December 9,
1997.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein or contained in this Prospectus
shall be deemed to be modified or superceded for purposes of this
Prospectus to the extent any statement continued herein or in any
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supercedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a
part hereof except as so modified or superseded. This Prospectus does not
contain all information set forth in the Registration Statement of which
this Prospectus forms a part which the Company has filed with the
Commission and to which reference is hereby made.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS NOT SPECIFICALLY
INCORPORATED BY REFERENCE HEREIN. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO: HASBRO, INC., 1027 NEWPORT AVENUE, PAWTUCKET, RHODE ISLAND,
02861, ATTENTION: CYNTHIA S. REED, OR BY TELEPHONE TO CYNTHIA S. REED AT
401-431-8697.
THE COMPANY
Hasbro, Inc. is a worldwide leader in the design, manufacture and
marketing of toys, games, interactive software, puzzles and infant care
products. Both internationally and in the U.S., its Playskool(R),
Kenner(R), Tonka(R), Milton Bradley(R), Parker Brothers(R), Hasbro
Interactive(R), OddzOn(R) and Cap Toy(R) products provide children and
families with the highest quality and most recognizable toys and games in
the world. They include Mr. Potato Head(R), Tinkertoy(R), G.I. Joe(R),
Tonka(R) Trucks, Easy-Bake(R) Oven, Star Wars(TM), Batman(TM), Koosh(R),
Vortex(TM), The Game of Life(R), Scrabble(R) and Monopoly(R) to name a
few.
The Company was incorporated under the laws of the State of Rhode
Island on January 8, 1926. The Company's principal office is at 1027
Newport Avenue, Pawtucket, Rhode Island 02861, and the Company's
telephone number is (401) 431-8697. For purposes of the preceding
paragraph, the Company means Hasbro, Inc. and its subsidiaries. Elsewhere
herein the Company means Hasbro, Inc. unless the context otherwise
requires.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Debt Securities will be used for working capital, to repurchase
outstanding shares of the Company's Common Stock and for acquisitions.
Any specific allocation of the net proceeds of an offering of Debt
Securities to a specific purpose will be described in the applicable
Prospectus Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratio of earnings to fixed charges of
the Company and its consolidated subsidiaries for each of the periods
indicated.
NINE MONTHS ENDED FISCAL YEAR(1)
SEPTEMBER 28, 1997 1996 1995 1994 1993 1992
- ------------------------ -------- -------- ---------- --------- --------
6.70 7.51 5.82 7.58 8.59 7.08
For purposes of computing the ratios of earnings to fixed charges:
fixed charges include interest, amortization of debt expense and
one-third of rentals; and earnings available for fixed charges represent
earnings before fixed charges and income taxes.
- --------
1 Fiscal years 1996, 1995, 1994, 1993 and 1992 ended on December 29,
1996, December 31, 1995, December 25, 1994, December 26, 1993 and
December 31, 1992, respectively.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be general unsecured obligations of the
Company. The Debt Securities will be issued either as Senior Debt
Securities or as Subordinated Debt Securities. Both Senior Debt
Securities and Subordinated Debt Securities may be issued as convertible
Debt Securities ("Convertible Debt Securities") which, unless previously
redeemed or otherwise purchased, will be convertible into shares of the
Company's common stock, par value $.50 per share (the "Common Stock").
The Senior Debt Securities are to be issued under an Indenture dated
as of January , 1998 (the "Senior Indenture") between the Company and a
banking institution, as trustee. The Subordinated Debt Securities are to
be issued under an Indenture dated as of January , 1998 (the
"Subordinated Indenture") between the Company and a banking institution,
as trustee. In this Prospectus, the Senior Indenture and the Subordinated
Indenture are sometimes collectively referred to as the "Indentures" and
individually as an "Indenture," and the trustees thereunder are sometimes
collectively referred to as the "Trustees" and individually as a
"Trustee."
The following description of the terms of the Indentures and the
Debt Securities sets forth certain general terms and provisions of the
Indentures and the Debt Securities to which any Prospectus Supplement may
relate. The terms of any particular series of Debt Securities offered by
any Prospectus Supplement (the "Offered Debt Securities") and the extent,
if any, to which such general provisions may apply to the Offered Debt
Securities will be described in the Prospectus Supplement relating to
such Offered Debt Securities. The following summaries of certain
provisions of the Indentures do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all
provisions of the Indentures, including the definitions therein of
certain terms. Wherever particular sections or defined terms of the
Indentures are referred to, such sections or defined terms shall be
incorporated herein by reference. The Indentures are substantially
identical, except for certain covenants of the Company applicable to the
Senior Indenture and provisions relating to subordination. See
"Provisions Applicable Solely to Senior Debt Securities" and "Provisions
Applicable Solely to Subordinated Debt Securities." Certain terms defined
in the Indentures are capitalized herein, and particular section numbers
refer to sections in the Indentures.
The Debt Securities will be obligations exclusively of the Company.
Because significant operations of the Company are currently conducted
through subsidiaries, the cash flows of the Company are dependent in part
upon the cash flows of such subsidiaries and the availability of those
cash flows to the Company. In addition, the payment of dividends,
distributions and certain loans and advances to the Company by its
subsidiaries may be subject to certain statutory or contractual
restrictions, are contingent upon the earnings of such subsidiaries and
are subject to various business considerations.
Any right of the Company to receive assets of any of its
subsidiaries upon their liquidation, reorganization or recapitalization
(and the consequent right of the Holders of the Debt Securities to
participate in those assets) will be effectively subordinated to the
claims of the creditors and any preferred shareholders of the respective
subsidiaries (which creditors would include trade creditors and in the
future may include lenders of additional debt for borrowed money), except
to the extent that the Company is itself recognized as a creditor of any
such subsidiary, in which case the claims of the Company would still be
subordinated to any security interests in the assets of such subsidiary
and any indebtedness of such subsidiary senior to that held by the
Company.
Unless otherwise indicated in a Prospectus Supplement relating to
any Offered Debt Securities, the covenants contained in the Indentures or
the Offered Debt Securities would not afford Holders of the Offered Debt
Securities protection in the event of a highly leveraged or other
transaction involving the Company or its subsidiaries that may adversely
affect the Holders.
GENERAL
The Debt Securities may be issued from time to time in separate
series in amounts, at prices and on other terms to be determined at the
time of sale. The Indentures will not limit the amount of Debt Securities
which may be issued thereunder.
Reference is made to the Prospectus Supplement which will describe
the following terms of the offered Debt Securities: (a) the title of the
Offered Debt Securities; (b) classification of the Offered Debt
Securities as Senior Debt Securities or Subordinated Debt Securities and
any limit on the aggregate principal amount of the Offered Debt
Securities; (c) whether the Offered Debt Securities are Convertible Debt
Securities and, if so, the terms and conditions upon which conversion
will be effected, including the initial conversion price or conversion
rate, the conversion period and other conversion provisions in addition
to or in lieu of those described herein; (d) the date or dates on which
the Offered Debt Securities will mature and/or the method by which such
date or dates will be determined; (e) the rate or rates (which may be
fixed or variable) per annum at which the Offered Debt Securities will
bear interest, if any, and the date from which such interest will accrue
and/or the method by which such rate or rates will be determined; (f) the
dates on which such interest, if any, will be payable and the Regular
Record Dates for such Interest Payment Dates; (g) any mandatory or
optional sinking fund or purchase fund or analogous provisions; (h) if
applicable, the period or periods within which, or the date on which and
the price or prices at which, the Offered Debt Securities may, pursuant
to any optional or mandatory redemption provisions, be redeemed at the
option of the Company or the Holder thereof and the other detailed terms
and provisions of such optional or mandatory redemption; (i) the place or
places of payment of principal of (and premium, if any) and interest, if
any, on the Offered Debt Securities and the place or places where the
Offered Debt Securities may be presented for transfer and, if applicable,
conversion; (j) whether the Offered Debt Securities are issuable as
Registered Securities, Bearer Securities or both, and the terms upon
which Bearer Securities may be exchanged for Registered Securities; (k)
special provisions relating to the issuance of any Bearer Securities of
any series; (l) the currency in Dollars, Foreign Currency or any
composite currency of any series in which the Offered Debt Securities
will be denominated or in which principal (premium, if any) and interest,
if any, in respect thereof may be payable; (m) any deletions from,
changes in or additions to Events of Default or covenants of the Company
in the applicable Indenture; (n) the form of Debt Securities and Coupons,
if any; and (o) any other terms of the Offered Debt Securities. (Section
301 of the Indentures)
The Debt Securities will be issuable as Registered Securities, as
Bearer Securities or both. Debt Securities of a series may be issuable in
global form, as described below under "Global Securities." Unless the
Prospectus Supplement relating thereto specifies otherwise, Registered
Securities denominated in U.S. dollars will be issued only in
denominations of $1,000 or any integral multiple thereof, and Bearer
Securities denominated in U.S. dollars will be issued only in
denominations of $5,000 or any integral multiple thereof. (Section 302 of
the Indentures)
Debt Securities may be presented for exchange, and Registered
Securities (other than a Book-Entry Security) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of any transfer agent or at the office of the
Security Registrar, without service charge and upon payments of any taxes
and other governmental charges as described in the Indentures. Such
registration of transfer or exchange will be effected upon the transfer
agent or the Security Registrar, as the case may be, being satisfied with
the documents of title and identity of the person making the request.
(Section 305 of the Indentures) Bearer Securities will be transferable by
delivery.
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from
the principal amount thereof. If the Offered Debt Securities are Original
Issue Discount Securities, the special Federal income tax, accounting and
other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount
Security" means any security which provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the maturity thereof upon the occurrence of an Event of
Default and the continuation thereof. (Section 101 of the Indentures)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of (and premium, if any) and interest, if any, on
Registered Securities will be made in the designated currency at the
office of such Paying Agent or Paying Agents as the Company may designate
from time to time, except that at the option of the Company payment of
any interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of any installment of
interest on Registered Securities will be made to the Person in whose
name such Registered Security is registered at the close of business on
the Regular Record Date for such interest payment. (Sections 307 and 1002
of the Indentures)
Payment of principal of, premium, if any, and interest, if any, on
Bearer Securities will be payable in the currency or composite thereof
and in the manner designated in the Prospectus Supplement, subject to any
applicable laws and regulations, at such paying agencies outside the
United States as the Company may appoint from time to time. The Paying
Agents outside the United States initially appointed by the Company for a
series of Debt Securities will be named in the Prospectus Supplement. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agents, except that, if Debt Securities of a
series are issuable as Registered Securities, the Company will be
required to maintain at least one Paying Agent in each Place of Payment
for such series and, if Debt Securities of a series are issuable as
Bearer Securities, the Company will be required to maintain a Paying
Agent in a Place of Payment outside the United States where Debt
Securities of such series and any Coupons appertaining thereto may be
presented and surrendered for payment; provided that if the Debt
Securities of such series are listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in London or Luxembourg or any other required
city located outside the United States, as the case may be, for the Debt
Securities of such series. (Section 1002 of the Indentures)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in
global form. A Debt Security in global form will be deposited with, or on
behalf of, a Depositary, which will be identified in an applicable
Prospectus Supplement. A Debt Security may be issued in either registered
or bearer form and in either temporary or permanent form. A Debt Security
in global form may not be transferred except as a whole by the Depositary
for such Debt Security to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary
or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor. If any Debt Security of a
series is issuable in global form, the applicable Prospectus Supplement
will describe the circumstances, if any, under which beneficial owners of
interests in any such global Debt Security may exchange such interests
for definitive Debt Securities of such series of like tenor and principal
amount in any authorized form and denomination, the manner of payment of
principal and interest, if any, on any such global Debt Security and the
specific terms of the depositary arrangement with respect to any such
global Debt Security. (Section 305 of the Indentures)
WAIVER, MODIFICATIONS AND AMENDMENT
The Holders of a majority in principal amount of the Outstanding
Debt Securities of any particular series may waive past defaults with
respect to such series. (Section 612 of the Indentures) The Holders of a
majority in aggregate principal amount of the Outstanding Senior Debt
Securities (voting as a class and not by individual series) under the
Senior Indenture or, in case less than all of the several series of
Outstanding Senior Debt Securities are affected, the Holders of a
majority in aggregate principal amount of the Outstanding Senior Debt
Securities of each series affected (voting as a single class), may waive
the Company's compliance with certain restrictive provisions of the
Senior Indenture. (Section 1007 of the Senior Indenture) In order to
determine the aggregate principal amount of any Outstanding Debt
Securities not payable in U.S. dollars, the principal amount of the Debt
Securities shall be deemed to be that amount of Dollars that could be
obtained for such principal amount based on the spot rate of exchange for
such Foreign Currency or such currency unit as determined by the Company
or by an authorized exchange rate agent.
(Section 101 of the Indentures)
Modification and amendment of an Indenture may be made by the
Company and the applicable Trustee (i) with the consent of the Holders of
a majority in aggregate principal amount of the Outstanding Debt
Securities thereunder (voting as a class and not by individual series),
or (ii) in case less than all of the several series of Debt Securities
then Outstanding thereunder are affected by the modification or
amendment, with the consent of the Holders of a majority in principal
amount of the Outstanding Debt Securities of all series so affected
(voting as a single class and not by individual series), provided that no
such modification or amendment may, without the consent of the Holder of
each Debt Security affected thereby: (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest, if any,
on, any Debt Security; (b) reduce the principal amount of, or the rate of
interest, if any, on, or any premium payable upon the redemption of, any
Debt Security, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof; (c) change the currency of payment,
or delete any country from Places of Payment, of principal or premium, if
any, or interest, if any, on any Debt Security (other than any such
country in which, in the good faith determination of the Board of
Directors of the Company, the functions to be performed in the Places of
Payment in such country are no longer practicably performable); (d)
impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Security; (e) if applicable, make any change
that adversely affects the right to convert any Debt Security or (except
as provided in the applicable Indenture) decrease the conversion rate or
increase the conversion price of any Debt Security; (f) modify, in the
case of the Subordinated Indenture, the provisions relating to the
subordination of the Subordinated Debt Securities in a manner adverse to
the Holders of the Subordinated Debt Securities; (g) reduce the
percentages of Holders of Debt Securities of any particular series
necessary to amend or supplement such Indenture or waive defaults or
compliance as specified in this or the preceding paragraph; or (h) modify
the foregoing requirements. Any modification or amendment which changes
or eliminates any covenant or other provision of an Indenture which has
expressly been included solely for the benefit of one or more particular
series of Debt Securities, or which modifies the rights of the Holders of
Debt Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under the applicable
Indenture of the Holders of Debt Securities of any other series.
(Section 902 of the Indentures)
EVENTS OF DEFAULT
The following events are Events of Default under the Indentures with
respect to any particular series of Debt Securities issued thereunder:
(a) default in payment of any principal of (or premium, if any, on) any
Debt Security of that series, or default in the deposit of any sinking
fund payment on any Debt Security of that series, when due; (b) default
in the payment of any interest, if any, on any Debt Security of that
series when due, continued for 30 days; (c) default in the performance,
or breach, of any other covenant of the Company (other than a covenant
included in the applicable Indenture solely for the benefit of series of
Debt Securities other than the series in respect of which the Event of
Default is being determined), continued for 90 days after written notice
as provided in the Indentures; (d) certain events of bankruptcy,
insolvency or reorganization under federal or state laws of the United
States, involving the Company or a Significant Subsidiary; (e)
acceleration of Indebtedness of the Company or any Significant Subsidiary
aggregating more than $20 million so that such Indebtedness becomes due
prior to the date which the same would otherwise become due and payable,
unless such acceleration is rescinded, annulled or otherwise cured; (f)
final and nonappealable judgments or orders to pay, in the aggregate at
any one time, more than $20 million rendered by a court of competent
jurisdiction against the Company or a Significant Subsidiary, continued
for 90 days (during which execution shall not be effectively stayed or
bonded) without discharge or reduction to $20 million or less; and (g)
any other Events of Default provided with respect to Debt Securities of
that series. (Section 601 of the Indentures) As used in this paragraph,
the term "Significant Subsidiary" has the meaning ascribed to such term
in Regulation S-X of the Commission as in effect on January __, 1998
(i.e., a subsidiary, together with its subsidiaries, that satisfies any
of the following conditions, subject to certain exceptions: (i) the
Company and its other subsidiaries' investments in and advances to the
subsidiary exceed 20% of the total consolidated assets of the Company and
its subsidiaries (such total consolidated assets being computed as of the
end of the most recently completed fiscal year), (ii) the Company and its
other subsidiaries' proportionate share of the total assets of the
subsidiary exceeds 20% of the total consolidated assets of the Company
and its subsidiaries (such total consolidated assets being computed as of
the end of the most recently completed fiscal year) or (iii) the Company
and its other subsidiaries' equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect
of a change in accounting principle of the subsidiary exceeds 20% of such
consolidated income of the Company and its subsidiaries (such total
consolidated income being computed as of the end of the most recently
completed fiscal year).
If, with respect to Debt Securities of any series at the time
Outstanding, an Event of Default shall occur and be continuing, then and
in every such case (unless the principal of all the Debt Securities of
that series shall have already become due and payable) the applicable
Trustee or the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series may declare to be due and
payable immediately by a notice in writing to the Company (and to the
applicable Trustee if given by Holders) the entire principal amount, or,
in the case of Original Issue Discount Securities, such portion of the
principal amount as may be provided for in such Debt Securities, of all
the Debt Securities of that series; provided that no such notice or
declaration shall be required in the case of an Event of Default with
respect to the Company referred to in clause (d) of the preceding
paragraph. At any time after such declaration of acceleration has been
made, but before a judgment or decree for payment of the money due has
been obtained by the applicable Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of that series, by
written notice to the Company and the applicable Trustee, may, subject to
certain conditions, rescind and annual such declaration and its
consequences, if all payments due (other than those due as a result of
acceleration) have been made and all other Events of Default have been
cured or waived. (Section 602 of the Indentures)
No Holder of any Debt Securities of any particular series shall have
any right to institute any proceeding with respect to the Indentures or
for any remedy thereunder, unless such Holder previously shall have given
to the applicable Trustee written notice of a default with respect to
that series and unless the Holders of at least 25% of the principal
amount of Outstanding Debt Securities of that series also shall have made
written request upon the applicable Trustee, and have offered reasonable
indemnity, to institute such proceeding as trustee, and the applicable
Trustee shall not have received directions inconsistent with such request
in writing by the Holders of a majority in principal amount of
Outstanding Debt Securities of that series and shall have failed to
institute such proceeding within 60 days. However, the right of any
Holder of any Debt Security to enforce the payment of principal and
interest due on such Debt Security on or after the dates expressed in
such Debt Security, may not be impaired or affected. (Section 607 of the
Indentures)
The Company will be required to furnish to each Trustee annually a
statement as to the fulfillment by the Company of all of its obligations
under the related Indenture.
The Trustee will, with certain exceptions, give the Holders notice
of all Events of Default known to the Trustee, within 90 days after the
occurrence thereof.
DEFEASANCE AND COVENANT DEFEASANCE
The Indentures provide, if such provision is made applicable to the
Debt Securities of any series pursuant to Section 301 of the applicable
Indenture, that the Company may elect under certain conditions either (A)
to defease and be discharged from any and all obligations with respect to
such Debt Securities (except as otherwise provided in the applicable
Indenture) ("defeasance") or (B) with respect to any such series of
Senior Debt Securities, to be released from its obligations with respect
to such Senior Debt Securities described below under "Restrictions on
Liens," and "Restrictions on Sale and Leaseback Transactions," ("covenant
defeasance") upon the irrevocable deposit with the applicable Trustee, in
trust for such purpose, of money, and/or U.S. Government Obligations
and/or, if so specified with respect to such series, Foreign Government
Securities (each as defined) which through the payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest, if
any, on such Debt Securities, and any mandatory sinking fund or analogous
payments thereon, on the scheduled due dates therefor. Such a trust may
only be established if, among other things, the Company has delivered to
the applicable Trustee an Opinion of Counsel to the effect that (i) the
Holders of such Debt Securities will not recognize income, gain or loss,
for Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have ben the
case if such defeasance or covenant defeasance had not occurred (such
opinion, in the case of defeasance under clause (A) above, must refer to
and be based upon a ruling of the Internal Revenue Service) and (ii) if
the deposit referred to above shall include U.S. Government Obligations
or Foreign Government Securities, such deposit shall not result in the
Company, the Trustee or such trust being regulated as an "investment
company," under the Investment Company Act of 1940. (Article Five of the
Indentures) The Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance
with respect to Debt Securities of a particular series.
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Under each Indenture, a consolidation or merger of the Company with
or into another corporation, or the sale, conveyance or lease of all or
substantially all of the Company's property to another corporation is
permitted provided that (i) the Person (if other than the Company) is a
corporation organized under the laws of the United States or any state
thereof; (ii) the corporation (if other than the Company) assumes payment
of the principal of (and premium, if any) and interest, if any, on the
Outstanding Debt Securities and Coupons and the performance and
observance of all the covenants and conditions of such Indenture; (iii)
the corporation (if other than the Company) delivers to the applicable
Trustee a supplemental indenture providing for preservation of conversion
rights, if any; and (iv) the Company shall have delivered to the
applicable Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that the consolidation, merger, sale, conveyance or lease
and such supplemental indenture comply with Article Eight of the
applicable Indenture and that all conditions precedent therein provided
for relating to such transaction have been complied with. In addition, in
the case of Senior Debt Securities, if, upon or as a result of any such
consolidation, merger, sale, conveyance or lease, or upon any acquisition
by the Company by purchase or otherwise of all or any part of the
properties of any other Person, any Principal Property or any shares of
capital stock or indebtedness of any Restricted Subsidiary owned by the
Company or any Restricted Subsidiary immediately prior thereto would
thereupon become subject to any mortgage, security interest, pledge or
lien or encumbrance not permitted by the covenant described under
"Provisions Applicable Solely to Senior Debt Securities -- Restrictions
on Liens," the Company immediately prior to such consolidation, merger,
sale, conveyance, lease or acquisition shall, by supplemental indenture,
secure the due and punctual payment of the principal of, and premium, if
any, and interest, if any, on the Senior Debt Securities then outstanding
(equally and ratably with any other indebtedness entitled thereto
immediately following such transaction). (Section 801 of the Indentures
and Section 803 of the Senior Indenture)
CONVERSION
The Indentures may provide for a right of conversion (or mandatory
conversion at the option of the Company) of Debt Securities into Common
Stock (or cash in lieu thereof). The following provisions will apply to
Debt Securities that are Convertible Debt Securities unless otherwise
provided in the Prospectus Supplement for such Debt Securities.
The Holder of Convertible Debt Securities which are convertible at
the option of the holder will have the right exercisable at the time or
times described in the Prospectus Supplement, unless such Convertible
Debt Securities are previously redeemed or otherwise purchased by the
Company, to convert such Convertible Debt Securities into shares of
Common Stock at the conversion price set forth in the Prospectus
Supplement, subject to adjustment. The Holder of such Convertible Debt
Securities may convert any portion thereof which is $1,000 in principal
amount or any integral multiple thereof, except as otherwise specified in
the Prospectus Supplement. The Holder of any Convertible Debt Securities
which are mandatorily convertible into shares of Common Stock at the
option of the Company will receive, upon the exercise of such option by
the Company, in exchange for such Convertible Debt Securities, shares of
Common Stock upon the terms, and subject to the conditions, set forth in
the applicable Prospectus Supplement. (Section 402 of the Indentures)
In certain events, the conversion price will be subject to
adjustment as set forth in the Indentures. Such events include the
issuance of shares of Common Stock of the Company as a dividend or
distribution on the Common Stock; subdivisions, combinations and
reclassifications of the Common Stock; the issuance generally to holders
of Common Stock of rights, options or warrants entitling the holders
thereof (for a period not exceeding 45 days) to subscribe for or purchase
shares of Common Stock at a price per share less than the then current
market price per share of Common Stock (as defined in the Indentures);
and the distribution generally to holders of Common Stock of evidences of
indebtedness, equity securities (including equity interests in the
Company's subsidiaries) other than Common Stock, or other assets
(excluding cash dividends paid from earned surplus or current net
earnings but including Extraordinary Cash Dividends) or subscription
rights or options or warrants entitling holders to subscribe for
securities (other than those referred to above). In cases where the fair
market value of the portion of assets, debt securities or rights,
warrants or options to purchase securities of the Company applicable to
one share of Common Stock distributed to shareholders exceeds the current
market price per share of Common Stock, or such current market price
exceeds such fair market value of such portion of assets, debt securities
or right, warrants or options so distributed by less than $1.00, rather
than being entitled to an adjustment in the Conversion Rate, the Holder
of a Convertible Debt Security upon conversion thereof will be entitled
to receive, in addition to the shares of Common Stock into which such
Convertible Debt Security is convertible, the kind and amounts of assets,
debt securities or rights, options or warrants comprising the
distribution that such Holder would have received if such Holder had
converted such Convertible Debt Security immediately prior to the record
date for determining the shareholders entitled to receive the
distribution. No adjustment of the conversion price will be required
unless an adjustment would require a cumulative increase or decrease of
at least 1% in such price; provided, however, that any adjustments not
made because of such provision will be carried forward and taken into
account in any subsequent adjustment. (Section 404 of the Indentures)
With respect to the Rights distributed under the Company's Rights
Plan described below under "Certain AntiTakeover Provisions," and/or in
the event that the Company distributes any other rights or warrants
(other than those referred to in the preceding paragraph) ("Additional
Rights") pro rata to holders of Common Stock, so long as any such Rights
or Additional Rights have not expired or been redeemed, the Holder of any
Convertible Debt Security surrendered for conversion will be entitled to
receive upon such conversion, in addition to the shares of Common Stock
issuable upon such conversion (the "Conversion Shares"), a number of
Rights or Additional Rights to be determined as follows: (i) if such
conversion occurs on or prior to the date for the distribution to the
holders of Rights or Additional Rights of separate certificates
evidencing such Rights or Additional Rights (the "Distribution Date"),
the same number of Rights or Additional Rights to which a holder of a
number of shares of Common Stock equal to the number of Conversion Shares
is entitled at the time of such conversion in accordance with the terms
and provisions applicable to the Rights or Additional Rights and (ii) if
such conversion occurs after such Distribution Date, the same number of
Rights or Additional Rights to which a holder of the number of shares of
Common Stock into which such Convertible Security was convertible
immediately prior to such Distribution Date would have been entitled to
receive on such Distribution Date in accordance with the terms and
provisions of and applicable to the Rights or Additional Rights. The
conversion price of the Convertible Debt Securities will not be subject
to adjustment on account of any declaration, distribution or exercise of
such Rights or Additional Rights. (Section 404 of the Indentures)
Fractional shares of Common Stock will not be issued upon
conversion, but, in lieu thereof, the Company will pay a cash adjustment
based on the then current market price for the Common Stock. (Section 403
of the Indentures) Upon conversion, no payments or adjustments will be
made for accrued interest on Convertible Debt Securities or dividends. A
Convertible Debt Security surrendered for conversion between the record
date for an interest payment and the interest payment date (except a
Convertible Debt Security called for redemption on a redemption date
during such period) must be accompanied by payment of an amount equal to
the interest which the registered Holder is to receive thereon (or the
portion thereof to be converted) and interest payable on such interest
payment date shall, notwithstanding such conversion, be payable on such
interest payment date to the Holder on such record date. (Sections 307
and 402 of the Indenture)
In the case of any consolidation or merger of the Company with or
into any other person (with certain exceptions) or any sale or transfer
of all or substantially all the assets of the Company, the Holder of
Convertible Debt Securities, after the consolidation, merger, sale or
transfer, will have the right to convert such Convertible Debt Securities
only into the kind and amount of securities, cash and other property
which the Holder would have been entitled to receive upon such
consolidation, merger, sale or transfer, if the Holder had held the
Common Stock issuable upon conversion of such Convertible Debt Securities
immediately prior to such consolidation, merger, sale or transfer.
(Section 405 of the Indentures)
PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES
General. Senior Debt Securities will be issued under the Senior
Indenture and will rank pari passu with all other unsecured and
unsubordinated debt of the Company.
Certain Definitions. For purposes of the following discussion, the
following definitions are applicable. (Article One of the Senior
Indenture)
"Attributable Debt" in respect of a Sale and Leaseback Transaction
means, as of any particular time, the present value (discounted at the
rate of interest implicit in the terms of the lease involved in such Sale
and Leaseback Transaction, as determined in good faith by the Company) of
the obligation of the lessee thereunder for rental payments during the
remaining term of such lease.
"Consolidated Net Tangible Assets" means, as determined at any time,
the aggregate amount of assets included on a consolidated balance sheet
of the Company and its Subsidiaries (less applicable reserves), after
deducting therefrom (a) all current liabilities of the Company and its
Subsidiaries (which includes current maturities of long-term
indebtedness) and (b) the total of the net book values of all assets of
the Company and its Subsidiaries properly classified as intangible assets
under generally accepted accounting principles, in each case as of the
end of the last fiscal quarter for which financial information is
available at the time of such calculation.
"Funded Debt" means all indebtedness which by its terms matures more
than 12 months after the time of the computation of the amount thereof or
which is extendible or renewable at the option of the obligor on such
indebtedness to a time more than 12 months after the time of the
computation of the amount thereof or which is classified, in accordance
with generally accepted accounting principles in effect on January 1,
1998, on a corporation's balance sheet as long-term debt.
"Principal Property" means any real property, manufacturing plant,
warehouse, office building or other physical facility or other like
depreciable physical assets of the Company or of any Subsidiary, whether
owned at or acquired after the date of the Senior Indenture, having a net
book value at the time of the determination in excess of the greater of
5% of Consolidated Net Tangible Assets or $25 million other than, in each
case, any of the same which in the good faith opinion of the Board of
Directors of the Company is not of material importance to the total
business conducted by the Company and its Subsidiaries as a whole. As of
the date of this Prospectus none of the Company's assets constitute
Principal Property as defined above.
"Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing or use by the Company or any Subsidiary
of any Principal Property, whether owned at the date of the Indenture or
thereafter acquired (except for temporary leases of a term, including any
renewal period, of not more than three years), which Principal Property
has been or is to be sold or transferred by the Company or a Subsidiary
to a Person with an intention of taking back a lease of such property.
"Secured Debt" means indebtedness (other than indebtedness among the
Company and its Subsidiaries) for money borrowed by the Company or a
Subsidiary which is secured by (a) a mortgage or other lien on any
Principal Property or (b) a pledge, lien or other security interest on
any shares of stock or evidences of indebtedness of a Subsidiary. If any
amount of such indebtedness described in the parenthetical in the
preceding sentence and held by the Company or a Subsidiary is transferred
in any manner to any Person other than the Company or a Subsidiary, such
amount shall be deemed to be Secured Debt issued on the date of transfer.
"Subsidiary" means any corporation of which the Company, or the
Company and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly own a majority (by number of votes) of the
outstanding voting securities having voting power under ordinary
circumstances to elect the directors of such corporation.
Restrictions on Liens. The Company and its Subsidiaries are
prohibited from creating, incurring, assuming or guaranteeing any Secured
Debt without, so long as any such indebtedness shall be so secured,
securing the Senior Debt Securities of such series and any other
indebtedness of or guaranteed by the Company or any such Subsidiary then
entitled thereto equally and ratably with or, at the option of the
Company, prior to such Secured Debt. The foregoing restrictions are not
applicable to (i) any mortgage, security interest, pledge, lien or
encumbrance on any property hereafter acquired, improved or constructed
by the Company or a Subsidiary and created within 180 days after such
acquisition (or, in the case of property constructed or improved, within
180 days after the completion and commencement of commercial operation of
such property) to secure or provide for the payment of all or any part of
the purchase or construction price of such property, (ii) any mortgage,
security interest, pledge, lien or encumbrance existing on property at
the time of acquisition by the Company or a Subsidiary, (iii) any
mortgage, security interest, pledge, lien or encumbrance existing on the
property or on the outstanding shares of indebtedness of a corporation at
the time it becomes a Subsidiary (but not created in anticipation of the
transaction in which such corporation becomes a Subsidiary), (iv) any
mortgage, security interest, pledge, lien or encumbrance on the property,
shares or indebtedness of a corporation existing at the time such
corporation is merged or consolidated with the Company or a Subsidiary or
at the time of a sale, lease or other disposition of the properties of a
corporation or firm as an entirety or substantially as an entirety to the
Company or a Restricted Subsidiary (but not created in anticipation of
any such transaction), (v) any mortgage, security interest ,pledge, lien
or encumbrance in favor of governmental bodies to secure certain payments
of indebtedness or (vi) extensions, renewals or replacements of the
foregoing. (Section 1009 of the Senior Indenture).
Notwithstanding the foregoing restrictions, the Company and any one
or more Subsidiaries may create, incur, assume or guarantee Secured Debt
(including, for purposes of this paragraph, pursuant to a transaction to
which the covenant described in the second sentence under "Consolidation,
Merger, Sale or Conveyance" applies) not otherwise permitted or excepted
without equally and ratably securing the Senior Debt to the extent that
the sum of (a) the amount of all Secured Debt then outstanding (other
than Secured Debt referred to in the immediately preceding paragraph and
Secured Debt deemed outstanding under the second sentence of
"Consolidation, Merger, Sale or Conveyance" in connection with which the
Company secures obligations on the Senior Debt Securities then
outstanding in accordance with the provisions of such second sentence
after giving effect thereto) plus (b) the amount of Attributable Debt in
respect of Sale and Leaseback Transactions (other than Sale and Leaseback
Transactions in respect of which amounts equal to the Attributable Debt
relating to the transactions shall have been applied, within 180 days
after the effective date of such Sale and Leaseback Transaction, to the
prepayment or retirement of Senior Debt Securities or certain other
indebtedness for money borrowed which was recorded as Funded Debt of the
Company or a Subsidiary and Sale and Leaseback Transactions in which the
property involved would have been permitted to be subjected to a
mortgage, security interest, pledge, lien or encumbrance as described in
the last sentence of the preceding paragraph), does not at the time
exceed the greater of 10% of Consolidated Net Tangible Assets or $100
million. (Section 1009 of the Senior Indenture)
Restrictions on Sale and Leaseback Transactions. Sale and Leaseback
Transactions by the Company or any Subsidiary of any Principal Property
are prohibited unless at the effective time of such Sale and Leaseback
Transaction (a) the Company or such Subsidiary would be entitled, without
equally and ratably securing the Senior Debt Securities, to incur Secured
Debt secured by a mortgage or security interest on the Principal Property
to be leased pursuant to "Restrictions on Secured Debt" above, or (b) the
Company or such Restricted Subsidiary would be entitled, without equally
and ratably securing the Senior Debt Securities, to incur Secured Debt in
an amount at least equal to the Attributable Debt in respect of such Sale
and Leaseback Transaction, or (c) the Company shall apply an amount equal
to such Attributable Debt, within 180 days after the effective date of
such Sale and Leaseback Transaction, to the prepayment or retirement of
Senior Debt Securities or certain other indebtedness for borrowed money
which was recorded as Funded Debt of the Company and its Subsidiaries,
including the prepayment or retirement of any mortgage, lien or other
security interest in such Principal Property existing prior to such Sale
and Leaseback Transaction. The aggregate principal amount of such Senior
Debt Securities or such other indebtedness required to be so retired will
be reduced by the aggregate principal amount of (a) any Senior Debt
Securities delivered within 180 days after the effective date of any such
Sale and Leaseback Transaction to the Trustee for retirement and (b) such
other indebtedness retired by the Company or a Subsidiary within 180 days
after the effective date of such Sale and Leaseback Transactions.
(Section 1011 of the Senior Indenture)
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
Subordination. The indebtedness evidenced by the Subordinated Debt
Securities will be subordinate in right of payment to the extent set
forth in the Subordinated Indenture to all existing and future Senior
Indebtedness (as defined below) of the Company. Upon any distribution of
assets of the Company in any dissolution, winding down, liquidation or
reorganization of the Company (whether in an insolvency or bankruptcy
proceeding or otherwise), payment in full must be made on such Senior
Indebtedness before any payment is made on or in respect of the
Subordinated Debt Securities. Upon the happening and during the
continuance of a default in payment of principal of or sinking fund
installments, if any, due with respect to, or interest on, any Senior
Indebtedness, no payment of principal, interest or premium, if any, may
be made by the Company upon or in respect of the Subordinated Debt
Securities unless and until such default shall have been remedied, nor
shall any such payment be made if after giving effect, as if paid, to
such payment any such default would exist. No such subordination will
prevent the occurrence of any Event of Default. (Sections 1302 and 1303
of the Subordinated Indenture)
"Senior Indebtedness" means the principal of and premium, if any,
and interest (whether accruing before or after filing of any petition in
bankruptcy or any similar proceeding by or against the Company) on any
Indebtedness of the Company, whether outstanding on the date of issuance
of the applicable series of Subordinated Debt Securities or thereafter
incurred, assumed or guaranteed; excluding, however, (i) the Subordinated
Debt Securities, (ii) any Indebtedness of the Company which, by its terms
or the terms of the instrument creating or evidencing it, is subordinate
in right of payment to or pari passu with the Subordinated Debt
Securities. "Indebtedness" means (1) any liability of any Person (a) for
borrowed money, (b) evidenced by a note, debenture or similar instrument
(including an obligation with or without recourse) issued in connection
with the acquisition (whether by way of purchase, merger, consolidation
or otherwise) of any business, real property or other assets (other than
inventory or similar property acquired in the ordinary course of
business) or (c) for the payment of money relating to a Capital Lease
Obligation (as defined in the Subordinated Indenture); (2) any liability
of others described in the preceding clause (1) which the Person has
guaranteed or which is otherwise its legal liability or (3) any
amendment, renewal, extension or refunding of any such liability.
The Indentures do not limit the amount of additional Indebtedness,
including Senior Indebtedness or Indebtedness ranking pari passu with the
Subordinated Debt Securities, which the Company or any Subsidiary can
create, incur, assume or guarantee. As a result of these subordination
provisions and the requirement that certain payments be paid over to
Holders of Senior Indebtedness, in the event of insolvency, Holders of
the Subordinated Debt Securities may recover less ratably than general
creditors of the Company. (Section 1302 of the Subordinated Indenture)
DESCRIPTION OF CAPITAL STOCK
The following statements with respect to the capital stock of the
Company are subject to the detailed provisions of the Company's articles
of incorporation, as amended (the "Articles of Incorporation"), and
by-laws, as amended (the "By-Laws"). These statements do not purport to
be complete, or to give full effect to the provisions of statutory or
common law, and are subject to, and are qualified in their entirety by
reference to, the terms of the Articles of Incorporation and the By-Laws.
The Articles of Incorporation and the By-Laws are hereby incorporated
herein by reference.
GENERAL
The authorized capital stock of the Company consists of 300,000,000
shares of Common Stock, par value $.50 per share, and 5,000,000 shares of
Preference Stock, par value $2.50 per share (the "Preference Stock"). The
Company's Articles of Incorporation authorize the Company's Board of
Directors (the "Board of Directors") to provide for the issuance, from
time to time, of series of Preference Stock, to establish the number of
shares to be included in any such series and to fix the designations,
powers, preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. No shares of
Preference Stock are outstanding as of the date hereof. However, 100,000
shares of Series B Junior Participating Preference Stock, par value $2.50
per share, of the Company (the "Junior Preference Stock") have been
authorized and reserved for issuance in connection with the preference
stock purchase rights (the "Rights") described in "Description of Rights
and Junior Preference Stock."
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share
registered in his name on the books of the Company on all matters
submitted to a vote of shareholders. Except as otherwise provided by law,
the holders of Common Stock vote as one class. The shares of Common Stock
do not have cumulative voting rights. As a result, subject to the voting
rights, if any, of the holders of any shares of Preference Stock which
may at the time be outstanding, the holders of Common Stock entitled to
exercise more than 50% of the voting rights in an election of directors
can elect 100% of the directors to be elected in a particular year if
they choose to do so. In such event, the holders of the remaining Common
Stock voting for the election of directors will not be able to elect any
persons to the Board of Directors.
DIVIDEND RIGHTS
Subject to the rights of the holders of outstanding Preference
Stock, if any, the holders of Common Stock are entitled to such dividends
as the Board of Directors may declare out of funds legally available
therefor.
LIQUIDATION RIGHTS AND OTHER PROVISIONS
Subject to the prior rights of creditors and the holders of
outstanding Preference Stock, if any, the holders of the Common Stock are
entitled in the event of liquidation, dissolution or winding up to share
pro rata in the distribution of all remaining assets.
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.
BankBoston, N.A. acts as transfer agent and registrar for the Common
Stock.
DIRECTORS' LIABILITY
The Articles of Incorporation provide that, to the fullest extent
permitted by the Rhode Island Business Corporation Act, a director of the
Company shall not be personally liable to the Company or its shareholders
for monetary damages for any breach of the director's fiduciary duty as a
director, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments
or stock purchases or (iv) for any transaction from which the director
derived an improper personal benefit (other than such transactions
permitted under Section 7-1.1-37 of the Rhode Island Business Corporation
Act). In addition, the By-Laws include certain provisions whereby
directors and officers of the Company generally shall be indemnified
against certain 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 the Board of Directors and in the
policies formulated by the Board of Directors. They may, however, delay,
defer or prevent a tender offer or takeover attempt that a shareholder
might consider in such shareholder's best interest, including those
attempts that might result in a premium over the market price for the
shares held by shareholders.
The 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 the Company entitled to vote for such directors.
Vacancies on the Board of Directors may be filled only by the remaining
directors and not by the shareholders.
Pursuant to the Articles of Incorporation, the Board of Directors by
resolution may establish one or more series of Preference Stock having
such 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. Such rights, preferences, privileges and limitations as may be
established could have the effect of impeding or discouraging the
acquisition of control of the Company.
The Articles of Incorporation also provide that any action required
or permitted to be taken by the shareholders of the Company may be
effected only at an annual or special meeting of shareholders, or by the
unanimous written consent of shareholders.
The Articles of Incorporation require (i) an 80% vote of all
outstanding Company shares entitled to vote, including a majority vote of
all disinterested shareholders, (ii) 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 (iii) the satisfaction of certain procedural
requirements which are intended to assure that shareholders are treated
fairly under the circumstances, in order to approve certain extraordinary
corporate transactions (such as a merger, consolidation or sale of all or
substantially all assets) with an Interested Person. 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 such 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.
The Rights attach to all certificates representing outstanding
shares of Common Stock and will attach to any shares of Common Stock
which are issued by the Company upon conversion of any Convertible Debt
Securities. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (other than as described below) has acquired beneficial ownership
of 20% or more of the outstanding shares of Common Stock (an "Acquiring
Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any
Person (other than the Company, any subsidiary of the Company or any
employee benefit plan of the Company or any subsidiary) becomes an
Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer, the consummation of
which would result in a Person becoming an Acquiring Person. The term
"Acquiring Person" does not include the Company, any subsidiary of the
Company, any employee benefit plan of the Company or of any subsidiary or
the Hassenfeld Group (which includes the Chairman and Chief Executive
Officer of the Company, a director of the Company and certain other
members of the Hassenfeld Family and certain related entities).
The Rights are not exercisable until the Distribution Date, if any,
and will expire on June 30, 1999 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier
exchanged or redeemed by the Company, in each case, as described below.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of the consolidated
assets or earning power is sold, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person becomes an
Acquiring Person, each holder of a Right will thereafter have the right
to receive upon exercise that number of shares of Common Stock having a
market value of two times the exercise price of the Right. From and after
the occurrence of such event, any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or
Affiliate) shall be void and any holder of such Rights shall thereafter
have no right to exercise such Rights.
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 the outstanding
shares of Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock
per Right (subject to adjustment).
At any time prior to the time at which there is an Acquiring Person,
the Board of Directors may redeem the Rights in whole, but not in part,
at a price of $.00444 per Right. The redemption of the Rights may be made
effective at such time on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. 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 Board of Directors has the ability, after the Rights become
exercisable for Common Stock, to substitute a Common Stock equivalent
Preference Stock in the event the Company is not able to authorize
sufficient shares of Common Stock. In addition, there is an exception to
the provisions governing the triggering of the Rights that would exempt a
person or group that the Board of Directors determines in good faith
would otherwise have triggered the Rights inadvertently, so long as the
person or group, as promptly as practicable, divests sufficient stock to
bring its ownership below the triggering threshold.
The terms of the Rights may be amended by the Company without the
consent of the holders of the Rights, including an amendment to lower the
threshold for exercisability of the Rights from 20% to not less than 10%;
provided, however, that if any Person becomes an Acquiring Person, the
Rights may not be amended in any manner that would adversely affect the
interests of the holders of the Rights. In addition, if any Person then
beneficially owns in excess of 10% of the shares of Common Stock of the
Company, any such amendment shall provide that any such Person shall not
become an Acquiring Person and no Distribution Date shall occur as a
result of any such Person's beneficial ownership of Common Stock shares,
unless, in any such case, any such Person shall thereafter become the
beneficial owner of either (i) an additional 1% of the shares of the
Common Stock of the Company then outstanding or (ii) 20% or more of the
shares of Common Stock of the Company then outstanding (provided that if
a Person becomes the Beneficial Owner of 20% or more of the shares of
Common Stock of the Company then outstanding by reason of share purchases
by the Company, this condition shall be deemed not to be satisfied as
long as such Person does not thereafter become the Beneficial Owner of
any additional shares of Common Stock).
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
JUNIOR PREFERENCE STOCK
In connection with the Rights Agreement, 100,000 shares of Junior
Preference Stock have been reserved and authorized for issuance by the
Board of Directors. No shares of Junior Preference Stock are outstanding
as of the date of this Prospectus. The following statements with respect
to the Junior Preference Stock do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the
detailed provisions of the Articles of Incorporation and the Certificate
of Designation relating to the Junior Preference Stock (the "Certificate
of Designation"), which is incorporated herein by reference. Capitalized
terms used herein and not otherwise defined shall have the meanings given
to them in the Certificate of Designation.
Shares of Junior Preference Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Junior 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 1,000 times
the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Junior Preference Stock will be entitled
to a minimum preferential liquidation payment of $1,000 per share but
will be entitled to an aggregate payment of 1,000 times the payment made
per share of Common Stock. Each share of Junior Preference Stock will
have 1,000 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 Preference Stock will be
entitled to receive 1,000 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
General. The Company may sell Debt Securities directly or to or
through one or more underwriters, agents or dealers who will be named in
the Prospectus Supplement or an underwriting syndicate, represented by
one or more managing underwriters, that would be named in the Prospectus
Supplement relating to an issue of Offered Debt Securities.
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities to underwriters,
underwriters may receive compensation in the form of discounts,
concessions or commissions from the Company or from purchasers of Debt
Securities for whom they may act as agents. Underwriters and dealers that
participate in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts or commissions received by them and any
profit on the resale of Debt Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933,
as amended (the "Act"). Any such underwriter will be identified, and any
such compensation will be described, in the Prospectus Supplement.
Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in
the offer or sale of the Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its appointment.
Under agreements which may be entered into by the Company,
underwriters, agents and dealers who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Act, or to
contribution with respect to payments which such underwriters, dealers,
or agents may be required to make in respect thereof. Such underwriters,
dealers or agents may engage in transactions with, or perform services
for, the Company in the ordinary course of business.
The Debt Securities are a new issue of securities with no
established trading market. In the event that Debt Securities of a series
offered hereunder are not listed on a national securities exchange,
certain broker-dealers may make a market in the Debt Securities, but will
not be obligated to do so and may discontinue any market making at any
time without notice. No assurance can be given that any broker-dealer
will make a market in the Debt Securities of any series or as to the
liquidity of the trading market for the Debt Securities. Any such market
making may be discontinue at any time.
EXPERTS
The consolidated financial statements incorporated by reference and
schedule included in the Annual Report on Form 10-K of the Company for
the fiscal year ended December 29, 1996 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 Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Offered Debt Securities will be passed upon for
the Company by Phillip H. Waldoks, Senior Vice President - Corporate
Legal Affairs and Secretary of the Company. Mr. Waldoks has options to
purchase 98,512 shares of Common Stock granted under the Company's
employee stock option plans. Certain legal matters with respect to the
Offered Debt Securities will be passed upon for any underwriters, dealers
or agents by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York.
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:
Filing Fee for Registration Statement.................. $ 118,000
Rating Agency Fees......................................
Legal Fees and Expenses.................................
Accounting Fees and Expense.............................
Blue Sky Fees and Expenses..............................
Printing and Engraving Fees.............................
Trustees' Fees..........................................
Miscellaneous...........................................
Total............................................. $ ---------
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 such persons were made parties by reason of the fact
that such persons are or were directors, officers, employees or agents,
if (a) such persons shall have acted in good faith, (b) they reasonably
believed that their actions were in the best interests of the corporation
(if such proceeding involves conduct in an official capacity with the
corporation) or not opposed to the best interests of the corporation (if
such proceeding involves conduct other than in an official capacity with
the corporation), and (c) 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 limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 7-1.1-43
(relating to liability for unauthorized acquisitions or redemptions of,
or dividends or distribution on, capital stock) of the Rhode Island
Business Corporation Act, or (iv) for any transaction from which the
director derived an improper personal benefit (unless said transaction is
permitted by Section 7-1.1-37.1 (relating to director conflicts of
interest) of the Rhode Island Business Corporation Act). 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, excluding claims (a) covered by the Registrant's
directors and officers liability insurance policy, (b) for which the
director is otherwise indemnified or reimbursed, (c) 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, (d) relating to the director's liability for
accounting for profits under Section 16 of the Securities Exchange Act of
1934, as amended, (e) in respect of remuneration, if found unlawful, and
(f) as to which a final and non-appealable judgement has determined that
payment to the director thereunder is unlawful.
In addition, the Underwriting Agreement will provide for
indemnification of directors and officers of the Registrant under certain
circumstances.
ITEM 16. EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
1.1+ Form of Underwriting Agreement.
3.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit (c)(2) to the
Company's Current Report on Form 8-K, dated July 15,
1993, File No. 1-6682.)
3.2 Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit (3) to the
Company's Current Report on Form 8-K, dated February
16, 1996, File No. 1-6682.)
4.1+ Form of the Indenture dated as of January __, 1998,
between Registrant and a banking institution, as
trustee, relating to Senior Debt Securities.*
4.2+ Form of the Indenture dated as of January ___, 1998
between Registrant and a banking institution, as
trustee, relating to Subordinated Debt
Securities.*
4.3 Rights Agreement dated June 4, 1989
between the Company and BankBoston, N.A.
(formerly named The First National Bank
of Boston) (incorporated by reference to
Exhibit 1 to the Company's Form 8-A
dated June 12, 1989, as amended by the
Company's Form 8 dated September 7,
1990.)
5.+ Opinion of Phillip H. Waldoks, Senior Vice President
- Corporate Legal Affairs and Secretary of the
Company.
12.+ Calculation of Ratio of Earnings to
Fixed Charges.
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Phillip H. Waldoks, Senior Vice President
- Corporate Legal Affairs and Secretary of the
Company (included as part of Exhibit 5).
- -------------
+ To be filed by Amendment.
* The form or forms of Debt Securities with respect to each particular
offering of securities registered hereunder will be filed as an exhibit
to a report on Form 8-K and incorporated herein by reference.
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 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; 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;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
that are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under
the 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
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 such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act")
in accordance with the rules and regulations prescribed by the Securities
and Exchange Commission under Section 305(b)(2) of the Trust Indenture
Act.
Insofar as indemnification for liabilities arising under the
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 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 Act
and will be governed by the final adjudication of such issue.
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 Pawtucket, State
of Rhode Island, on the 12th day of January, 1998.
HASBRO, INC.
By /s/ ALAN G. HASSENFELD
---------------------------
Alan G. Hassenfeld
Chairman of the Board
and Chief Executive Officer
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.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints each of Harold P.
Gordon, John T. O'Neill, Brenda T. Simensky 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 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.
Signature Title Date
- --------- ----- ----
/s/ ALAN G. HASSENFELD Chairman of the Board, January 12, 1998
- ---------------------------- President, Chief
ALAN G. HASSENFELD Executive Officer and
Director (Principal
Executive Officer)
/s/ JOHN T. O'NEILL Executive Vice January 12, 1998
- ---------------------------- President and Chief
JOHN T. O'NEILL Financial Officer
(Principal Financial
and Accounting Officer)
/s/ ALAN R. BATKIN Director January 12, 1998
- ----------------------------
ALAN R. BATKIN
/s/ HAROLD P. GORDON Director January 12, 1998
- ----------------------------
HAROLD P. GORDON
/s/ ALEX GRASS Director January 12, 1998
- ----------------------------
ALEX GRASS
Director January __, 1998
- ----------------------------
SYLVIA K. HASSENFELD
/s/ MARIE-JOSEE KRAVIS Director January 12, 1998
- ----------------------------
MARIE-JOSEE KRAVIS
/s/ CLAUDINE B. MALONE Director January 12, 1998
- ----------------------------
CLAUDINE B. MALONE
/s/ MORRIS W. OFFIT Director January 12, 1998
- ----------------------------
MORRIS W. OFFIT
/s/ NORMA T. PACE Director January 12, 1998
- ----------------------------
NORMA T. PACE
/s/ E. JOHN ROSENWALD, JR. Director January 12, 1998
- ----------------------------
E. JOHN ROSENWALD, JR.
/s/ CARL SPIELVOGEL Director January 12, 1998
- ----------------------------
CARL SPIELVOGEL
/s/ HENRY TAUB Director January 12, 1998
- ----------------------------
HENRY TAUB
/s/ PRESTON R. TISCH Director January 12, 1998
- ----------------------------
PRESTON ROBERT TISCH
/s/ ALFRED J. VERRECCHIA Director January 12, 1998
- ----------------------------
ALFRED J. VERRECCHIA
Director January __, 1998
- ----------------------------
PAUL WOLFOWITZ
===============================================================
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)
Rhode Island 05-0155090
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
E X H I B I T S
===============================================================
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1.1+ Form of Underwriting Agreement.
3.1 Restated Articles of Incorporation
of the Company (incorporated by
reference to Exhibit (c)(2) to the
Company's Current Report on Form 8-K,
dated July 15, 1993, File No. 1-6682.)
3.2 Amended and Restated Bylaws of
the Company (incorporated by
reference to Exhibit (3) to the
Company's Current Report on
Form 8-K, dated February 16,
1996, File No. 1-6682.)
4.1+ Form of the Indenture dated as
of January __, 1998, between
Registrant and a banking
institution, as trustee,
relating to Senior Debt
Securities.*
4.2+ Form of the Indenture dated as
of January ___, 1998 between
Registrant and a banking
institution, as trustee,
relating to Subordinated Debt
Securities.*
4.3 Rights Agreement dated June 4,
1989 between the Company and
BankBoston, N.A. (formerly
named The First National Bank
of Boston) (incorporated by
reference to Exhibit 1 to the
Company's Form 8-A dated June
12, 1989, as amended by the
Company's Form 8 dated
September 7, 1990.)
5.+ Opinion of Phillip H. Waldoks,
Senior Vice President -
Corporate Legal Affairs and
Secretary of the Company.
12.+ Calculation of Ratio of
Earnings to Fixed Charges.
24.1 Consent of KPMG Peat Marwick
LLP.
24.2 Consent of Phillip H. Waldoks,
Senior Vice President -
Corporate Legal Affairs and
Secretary of the Company
(included as part of Exhibit
5).
- -------------
+ To be filed by Amendment
* The form or forms of Debt Securities with respect to each particular
offering of securities registered hereunder will be filed as an exhibit
to a report on Form 8-K and incorporated herein by reference.
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Hasbro, Inc.
We consent to the use of our reports included in or incorporated by
reference in the Hasbro, Inc. Annual Report on Form 10-K for the fiscal
year ended December 29, 1996, which is incorporated by reference herein,
and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Providence, Rhode Island
January 9, 1998
