Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 26, 1993 Commission file number 1-6682
----------------- ------
Hasbro, Inc.
--------------------
(Name of registrant)
Rhode Island 05-0155090
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1027 Newport Avenue, Pawtucket, Rhode Island 02861
--------------------------------------------------
(Address of Principal Executive Offices)
(401) 431-8697
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock American Stock Exchange
Preference Share Purchase Rights American Stock Exchange
Common Stock Purchase Warrants
Expiring July 12, 1994 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes[X] or No[ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant computed by reference to the price at which the stock was sold on
March 18, 1994 was $2,865,624,732.
The number of shares of Common Stock outstanding as of March 18, 1994 was
87,977,666.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's definitive proxy statement for its 1994 Annual Meeting
of Shareholders are incorporated by reference into Part III of this Report.
Selected information contained in registrant's Annual Report to Shareholders
for the fiscal year ended December 26, 1993, is included as Exhibit 13, and
incorporated by reference into Parts I and II of this Report.
PART I
ITEM 1. BUSINESS
--------
(a) General Development of Business
-------------------------------
The Company designs, manufactures and markets a diverse line of toy products
and related items including games and puzzles, preschool, boys' action and
girls' toys, dolls, plush products and infant products, including infant
apparel, throughout the world. The Company also licenses various tradenames,
characters and other property rights for use in connection with the sale by
others of noncompeting toys and non-toy products.
Except as expressly indicated or unless the context otherwise requires, as
used herein, the "Company" means Hasbro, Inc., a Rhode Island corporation
organized on January 8, 1926, and its subsidiaries.
(b) Description of Business Products
--------------------------------
The Company designs, manufactures and markets a diverse line of toy products
and related items categorized for marketing purposes as follows:
(i) Infant and Preschool
--------------------
The Playskool line of products is specifically designed for preschool
children, toddlers and infants.
The Playskool toy line includes such well known products as Lincoln Logs(R),
Tinkertoys(R), Mr. Potato Head(R), In-Line Skates, Play-Doh(R), Raggedy Ann(R)
and Raggedy Andy(R) rag dolls, Magic Tea Party(TM), the "Busy" line of toys and
electronic items including Alphie(R) II, Talking Barney(R) and Teddy Ruxpin(R).
The line also includes toys utilizing the "Sesame Street(R)" character motifs
sold domestically and internationally by the Company under licenses from The
Children's Television Workshop. New items for 1994 include the Playskool
Dollhouse Stable, Magic Smoking Grill(TM), Cool Tools(TM) and 4 in 1 Busy(TM)
Center.
Playskool's line of infant and juvenile items consists of products for very
young children, including the Pur(R) line of silicone nipples and pacifiers,
bibs and other infant accessories such as the Hugger(R) toothbrush, a full line
of health care and safety products, Tommee Tippee(TM) training cups and feeding
items, water-filled teething rings, soft toys, rattles, inflatable and squeeze
toys and infant apparel including the Scootees(R) line of soft shoes for
babies. New products in 1994 include the 1-2-3 High Chair(TM).
(ii) Promotional Brands
------------------
The Hasbro Toy product line includes innovative new products, traditional
classics and contemporary favorites for both boys and girls. In the girls' toy
category it offers items including the Cabbage Patch Kids(R) family of dolls
and accessories, and the Puppy Surprise(R) line of products. In boys' toys it
offers such products as G.I. Joe(R), The TransFormers(R) and the Tonka(R) line
of trucks and vehicles, including the Electronic Talk'n Play(TM) Fire
Truck(TM). It also offers activity items for both girls and boys including
Fashion Plates(R), Fashion Faces(TM), the Fantastic Flowers(R) flower making
machine and the Real Power Toolshop(TM). Among its new introductions for 1994
in the girls' line are the Fantastic Sticker Maker(TM), Treasure Rocks(TM) and
the Make-up Beauty(TM) doll. In boys' toys, new introductions include the
Stargate(TM) and Street Fighter(TM) action figures.
Kenner Products offers a wide range of products. A leader in toys tied to
entertainment properties, Kenner's offerings for 1994 include The Shadow(TM),
Jurassic Park(TM), Batman(R), Aliens(TM) and Predator(TM) action figures and
accessories, as well as Shaq Attack(TM) and Starting Lineup(R) sports action
figures. Other boys' toys include the CLAW(TM) monster vehicles, Carzillas(TM)
motorized vehicles and the Nerf(R) line of soft action play equipment. For
girls, Kenner markets Baby Check-Up(R), Baby All Gone(R) and the Baby Sitters
Club(R) dolls, Beethoven's 2nd(TM) plush pups and the Littlest Pet Shop(TM)
figures and playsets. In addition, Kenner offers a selection for at home
activity play including the E Z 2 Do(TM) line of items, the Spirograph(R)
family of products, the Colorblaster(TM) series of design toys and the classic
Easy Bake(R) Oven.
(iii) Games
-----
Milton Bradley manufactures and sells quality games and puzzles, including
board, strategy and word games, skill and action games and travel games. It
maintains a diversified line of more than 200 games and puzzles for children
and adults. Its staple items include Battleship(R), The Game of Life(R),
Scrabble(R), Chutes and Ladders(R), Candy Land(R), Lite-Brite(R), Trouble(R),
Mousetrap(R), Operation(R), Hungry Hungry Hippos(R), Connect Four(R),
Twister(R) and Big Ben(R) Puzzles. The Company also manufactures and sells
games for the entire family, including such games as Yahtzee(R), Parcheesi(R),
Aggravation(R), Jenga(R) and Scattergories(R). Games added to the Milton
Bradley line for 1994 include 13 Dead End Drive(TM), Don't Get Rattled(TM) and
Slobberin' Sam(TM).
Parker Brothers markets a full line of games for families, children and
adults. Its classic line of family board games includes Monopoly(R), Clue(R),
Sorry!(R), Risk(R), Boggle(R), Ouija(R) and Trivial Pursuit(R). Some of these
classics have been in the Parker Brothers' line for more than 50 years. The
Company also markets traditional card games such as Mille Bornes(R), Rook(R),
Rack-O(R), Old Maid and Go Fish. Its line of travel games includes travel
editions of Monopoly(R) Junior, Clue(R), Sorry!(R) and Boggle(R) Jr. New to the
Parker Brothers' line in 1994 are Willy Go Boom(TM), Swinging Snakes(TM),
Bottle Topps(R) and, in the electronic talking game line, Sounds of Fun(TM), a
new item featuring licensed characters from Disney's The Lion King.
(iv) International
-------------
The Company conducts its international operations through subsidiaries which
sell a representative range of the products marketed in the United States
together with some items which are sold only internationally.
Products sold by subsidiaries in the United Kingdom, The Netherlands,
Germany, France, Italy, Spain, Portugal, Belgium, Austria, Switzerland, Hungary
and Greece are manufactured at plants located in Ireland, The Netherlands and
Spain and also supplied by a Hong Kong subsidiary. In early 1994, the Company
announced the planned closure of its manufacturing operation in The Netherlands
with the transfer of its production to plants in Ireland and Spain. Certain
products sold by the Canadian subsidiary are assembled in Canada, although the
U.S. and Mexican operations and a Hong Kong subsidiary supply some component
parts as well as finished goods. The Mexican marketing unit sells products
supplied primarily by the domestic operations and a Hong Kong subsidiary. The
Company also has a manufacturing operation in Mexico which supplies certain
products, primarily for distribution through the North American operations. The
New Zealand and Australian subsidiaries sell products manufactured by the New
Zealand unit and also supplied by a Hong Kong subsidiary. The Company also
markets certain products, primarily supplied by a Hong Kong subsidiary, in
Japan, Hong Kong, Taiwan, China and other areas in the Far East. A Hong Kong
subsidiary sources product for the Company's U.S. and foreign operations
working primarily through unrelated manufacturers in various Far East
countries. The Company also has small investments in joint ventures in India
and The Peoples Republic of China which manufacture and sell products to both
the Company and non-affiliated customers. In early 1993, the Company
established a new Hong Kong subsidiary which markets directly to retailers a
line of high quality, low priced toys, games and related products, primarily on
a direct import basis.
In addition, certain toy products are licensed to other toy companies to
manufacture and sell product in selected foreign markets where the Company does
not otherwise have a presence.
Working Capital Requirements
----------------------------
The Company's shipments of products are greater in each of the third and
fourth quarters than shipments in each of the first and second quarters. During
the past several years, the Company has experienced a gradual shift in its
revenue pattern wherein the second half of the year has grown in significance
to its overall business and within that half, the fourth quarter has become
more prominent and the Company expects this trend to continue. Production has
been financed historically by means of short-term borrowings which reach peak
levels during September through November of each year when receivables also
generally reach peak levels. The toy business is also characterized by customer
order patterns which vary from year to year largely because of differences each
year in the degree of consumer acceptance of a product line, product
availability, marketing strategies and inventory levels of retailers and
differences in overall
economic conditions. As a result, comparisons of unshipped orders on any date
with those at the same date in a prior year are not necessarily indicative of
sales for that entire given year. In addition, as more retailers move to just-
in-time inventory management practices, fewer orders are being placed in
advance of shipment and more orders, when placed, are for immediate delivery.
The Company's unshipped orders at March 11, 1994 and March 12, 1993 were
approximately $205,000,000 and $265,000,000, respectively. Also, it is a
general industry practice that orders are subject to amendment or cancellation
by customers prior to shipment. The backlog at any date in a given year can be
affected by programs the Company may employ to induce its customers to place
orders and accept shipments early in the year. This method is a general
industry practice. The programs the Company is employing to promote sales in
1994 are not substantially different from those employed in 1993.
As part of the traditional marketing strategies of the toy industry, many
sales made early in the year are not due for payment until the fourth quarter,
thus making it necessary for the Company to borrow significant amounts pending
collection of these receivables. The Company relies on internally generated
funds and short-term borrowing arrangements, including commercial paper, to
finance its working capital needs. Currently, the Company has available to it
unsecured lines of credit, which it believes are adequate, of approximately
$1,550,000,000 including a $500,000,000 revolving credit agreement with a group
of banks which is also used as a back-up to commercial paper issued by the
Company.
Research and Development
------------------------
The Company's business is based to a substantial extent on the continuing
development of new products and the redesigning of existing items for
continuing market acceptance. In 1993, 1992 and 1991, approximately
$125,566,000, $109,655,000 and $78,983,000, respectively, were incurred on
activities relating to the development, design and engineering of new products
and their packaging (including items brought to the Company by independent
designers) and to the improvement or modification of ongoing products. Much of
this work is performed by the Company's staff of designers, artists, model
makers and engineers.
In addition to its own staff, the Company deals with a number of independent
toy designers for whose designs and ideas the Company competes with many other
toy manufacturers. Rights to such designs and ideas, when acquired by the
Company, are usually exclusive under agreements requiring the Company to pay
the designer a royalty on the Company's net sales of the item. These designer
royalty agreements in some cases provide for advance royalties and minimum
guarantees.
The Company also produces a number of toys under trademarks and copyrights
utilizing the names or likenesses of Sesame Street, Walt Disney, Barney(R) and
other familiar movie, television and comic strip characters. Licensing fees are
paid as a royalty on the Company's net sales of the item. Licenses for the use
of characters are generally exclusive for specific products or product lines in
specified territories. In many instances, advance royalties and minimum
guarantees are required by character license agreements.
Marketing and Sales
-------------------
The Company's products are sold nationally and internationally to a broad
spectrum of customers including wholesalers, distributors, chain stores,
discount stores, mail order houses, catalog stores, department stores and other
retailers, large and small. The Company and its subsidiaries employ their own
sales forces which account for nearly all of the sales of their products.
Remaining sales are generated by independent distributors who sell the
Company's products principally in areas of the world where the Company does not
otherwise maintain a presence. The Company maintains showrooms in New York and
selected other major cities world-wide as well as at most of its subsidiary
locations. In the United States and Canada, the Company had more than 2,000
customers, most of which are wholesalers, distributors or large chain stores,
although there has been significant consolidation at the retail level over the
last several years. In other countries, the Company has in excess of 20,000
customers, many of which are individual retail stores. During 1993, sales to
the Company's two largest customers represented 20% and 11%, respectively, of
consolidated net revenues.
The Company advertises its toy and game products extensively on television.
The Company generally advertises selected items in its product groups in a
manner designed to promote the sale of other specific items in those product
groups. Each year, the Company introduces its new products at its New York City
showroom at the time of the American International Toy Fair in February. It
also introduces some of its products to major customers during the last half of
the prior year.
In 1993, the Company spent approximately $383,918,000 in advertising,
promotion and marketing programs compared to $377,219,000 in 1992 and
$325,282,000 in 1991.
Manufacturing and Importing
---------------------------
The Company manufactures its products in facilities within the United States
and various foreign countries (see "Properties"). Most of its toy products are
manufactured from basic raw materials such as plastic and cardboard which are
readily available. The Company's manufacturing process includes injection
molding, blow molding, metal stamping, printing, box making, assembly and wood
processing. The Company purchases certain components and accessories used in
its toys and some finished items from domestic manufacturers as well as from
manufacturers in the Far East, which is the largest manufacturing center of
toys in the world, and other foreign countries. The Company believes that the
manufacturing capacity of its facilities and the supply of components,
accessories and completed products which it purchases from unaffiliated
manufacturers is adequate to meet the foreseeable demand for the products which
it markets. The Company's reliance on external sources of manufacturing can be
shifted, over a period of time, to alternative sources of supply for products
it sells, should such changes be necessary. However, if the Company is
prevented from obtaining products from a substantial number of its current Far
East suppliers due to political, labor and other factors beyond its control,
the Company's operations would be disrupted while alternative sources of
product were secured. In addition, the loss by the People's Republic of China
of "most favored nation" trading status as granted by the United States, could
significantly increase the cost of the Company's products imported into the
United States from China
The Company makes its own tools and fixtures but purchases dies and molds
principally from independent domestic and foreign sources. Several of the
Company's domestic production departments operate on a two-shift basis and its
molding departments operate on a continuous basis through most of the year.
Competition
-----------
The Company's business is highly competitive. The Company competes with
several large and hundreds of small domestic and foreign manufacturers in such
areas as design, development and marketing of product. The Company is the
largest toy company in the world.
Employees
---------
The Company employs approximately 12,500 persons worldwide, approximately
8,000 of whom are located in the United States.
Trademarks, Copyrights and Patents
----------------------------------
The Company's products are protected, for the most part, by registered
trademarks, copyrights and patents to the extent that such protection is
available and meaningful. The loss of such rights concerning any particular
product would not have a material adverse effect on the Company's business,
although the loss of such protection for a number of significant items might
have such an effect.
Government Regulation
---------------------
The Company's toy products sold in the United States are subject to the
provisions of the Consumer Product Safety Act (the "CPSA"), The Federal
Hazardous Substances Act (the "FHSA") and the regulations promulgated
thereunder. The CPSA empowers the Consumer Product Safety Commission (the
"CPSC") to take action against hazards presented by consumer products,
including the formulation and implementation of regulations and uniform safety
standards. The CPCS has the authority to seek to declare a product "a banned
hazardous substance" under the CPSA and to ban it from commerce. The CPSC can
file an action to seize and condemn an "imminently hazardous consumer product"
under the CPSA and may also order equitable remedies such as recall,
replacement, repair or refund for the product. The FHSA provides for the
repurchase by the manufacturer of articles which are banned. Similar laws exist
in some states and cities and in Canada, Australia and Europe. The Company
maintains a laboratory which has testing and other procedures intended to
maintain compliance with the CPSA and FHSA. Notwithstanding the foregoing,
there can be no assurance that all of the Company's products are or will be
hazard free. While the Company neither has had any material product recalls nor
knows of any currently, should any such problem arise, it could have an effect
on the Company depending on the product and could affect sales of other
products.
The Children's Television Act of 1990 and the rules promulgated thereunder by
the Federal Communications Commission as well as the laws of certain foreign
countries place certain limitations on television commercials during children's
programming.
(c) Financial Information About Foreign and Domestic Operations
-----------------------------------------------------------
and Export Sales
----------------
The information required by this item is included in note 16 of Notes to
Consolidated Financial Statements in Exhibit 13 to this Report and is
incorporated herein by reference.
ITEM 2. PROPERTIES
----------
Lease
Square Type of Expiration
Location Use Feet Possession Dates
- -------- --- ------ ---------- ----------
Rhode Island
- ------------
Pawtucket Executive Offices &
Product Development 343,000 Owned(1) --
Pawtucket Marketing Office 23,000 Owned --
Pawtucket Manufacturing 306,500 Owned --
Central Falls Manufacturing 261,500 Owned --
West Warwick Warehouse 402,000 Leased 1994
East Providence Administrative & Sales
Offices 120,000 Leased 1994
Massachusetts
- -------------
East Longmeadow Office, Manufacturing
& Warehouse 1,147,500 Owned --
East Longmeadow Office, Manufacturing
& Warehouse 254,400 Owned --
East Longmeadow Warehouse 500,000 Leased 1998
Beverly Office 100,000 Owned --
Salem Manufacturing
& Warehouse 344,000 Owned --
Danvers Warehouse 125,000 Leased 1996
Holyoke Warehouse 15,000 Leased 1994
New Jersey
- ----------
Northvale Office & Manufacturing 75,000 Leased 2002
Wayne Manufacturing 65,000 Leased 1995
New York
- --------
New York Office & Showroom 70,300 Leased 2000
New York Office & Showroom 32,300 Leased 1999
Arcade Manufacturing 15,000 Leased 1998
Amsterdam Manufacturing 297,400 Owned --
Orangeburg Warehouse 51,000 Leased 2002
Ohio
- ----
Cincinnati Office 161,000 Leased 2007
Cincinnati Warehouse 33,000 Leased 1999
Lease
Square Type of Expiration
Location Use Feet Possession Dates
- -------- --- ------ ---------- ----------
Pennsylvania
- ------------
Lancaster Warehouse 150,000 Owned(2) --
South Carolina
- --------------
Easley Manufacturing 31,500 Leased 1997
Easley Manufacturing 75,000 Owned --
Easley Manufacturing 29,000 Owned --
Texas
- -----
El Paso Manufacturing
& Warehouse 373,000 Owned --
El Paso Manufacturing
& Warehouse 487,000 Leased 1998
El Paso Warehouse 48,800 Leased 1994
Vermont
- -------
Fairfax Manufacturing 43,000 Owned --
Washington
- ----------
Seattle Office & Warehouse 125,100 Leased(3) 1994
Australia
- ---------
Rydalmere Office & Warehouse 68,000 Leased 1994
Rydalmere Office & Warehouse 22,300 Leased 1994
Austria
- -------
Vienna Office 2,505 Leased 1997
Belgium
- -------
Brussels Office & Showroom 16,700 Leased 1995
Canada
- ------
Montreal Office, Manufacturing
& Showroom 133,900 Leased 1997
Montreal Warehouse 88,100 Leased 1997
Boucherville Warehouse 110,000 Leased 1994
Mississauga Sales Office & Showroom 16,300 Leased 1998
Peoples Republic of China
- -------------------------
Guangzhou Warehouse 32,900 Leased 1994
Guangzhou Manufacturing 22,900 Leased 1995
Lease
Square Type of Expiration
Location Use Feet Possession Dates
- -------- --- ------ ---------- ----------
England
- -------
Uxbridge Office & Showroom 94,500 Leased 2013
Coalville Office & Warehouse 141,200 Owned --
France
- ------
Le Bourget
du Lac Office, Manufacturing
& Warehouse 108,300 Owned --
Savoie
Technolac Office 33,500 Owned --
Pantin Office 20,900 Leased 2001
Creutzwald Warehouse 108,700 Owned --
Germany
- -------
Fuerth Office & Warehouse 28,400 Owned --
Soest Warehouse 78,800 Owned --
Dietzenbach Office 30,400 Leased 1998
Greece
- ------
Athens Office & Warehouse 134,400 Leased 1995
Zakynthos
Island Manufacturing 57,500 Owned --
Athens Office 26,900 Leased 1995
Hong Kong
- ---------
Kowloon Office 36,700 Leased 1994
Kowloon Office & Warehouse 14,900 Leased 1994
Harbour City Office 11,000 Leased 1996
Hungary
- -------
Budapest Office 3,700 Leased 1996
Ireland
- -------
Waterford Office, Manufacturing
& Warehouse 184,400 Owned --
Italy
- -----
Milan Office & Showroom 12,100 Leased 1998
Japan
- -----
Tokyo Office 10,800 Leased 1995
Lease
Square Type of Expiration
Location Use Feet Possession Dates
- -------- --- ------ ---------- ----------
Malaysia
- -------
Selangor
Darul Ehsan Office 6,800 Leased 1995
Mexico
- ------
Tijuana Office & Manufacturing 144,000 Leased 1995
Tijuana Warehouse 45,000 Leased 1994
Tijuana Warehouse 69,800 Leased 1994
Reyna Office 61,000 Leased 1996
Espana Warehouse 53,700 Leased 1996
Venados Warehouse 59,100 Leased 1995
The Netherlands
- ---------------
Ter Apel Office, Manufacturing
& Warehouse 139,300 Owned --
Utrecht Sales Office & Showroom 17,000 Leased 1996
Emmen Warehouse 40,800 Leased 1994
Emmen Warehouse 21,500 Leased 1994
New Zealand
- -----------
Auckland Office, Manufacturing
& Warehouse 110,900 Leased 2005
Singapore
- ---------
Singapore Office & Warehouse 12,900 Leased 1994
Spain
- -----
Valencia Office, Manufacturing
& Warehouse 115,100 Leased 1999
Valencia Office 46,300 Leased 1995
Valencia Manufacturing
& Warehouse 161,700 Leased 1997
Valencia Warehouse 94,400 Owned --
Valencia Warehouse 38,700 Leased 1994
Valencia Warehouse 43,000 Leased 1996
Switzerland
- -----------
Mutschellen Office & Warehouse 23,400 Leased 1994
Taiwan
- ------
TPE County Warehouse 9,800 Leased 1996
Wales
- -----
Newport Warehouse 76,000 Leased 2003
Newport Warehouse 52,000 Owned --
(1) Although this property is leased pursuant to industrial revenue
bond financing, the Company has an option to purchase the property
for $1 at any time upon making all rental and other payments
required under terms of the lease.
(2) In addition, the Company owns an additional 316,000 square feet at
this location which is not currently being utilized and is included
in the unused property noted below.
(3) In addition, at this location the Port of Seattle operates a
400,000 square foot distribution facility pursuant to an agreement
with the Company.
In addition to the above listed facilities, the Company either owns or leases
various other properties approximating 200,000 square feet which are utilized
in its operations. The Company also either owns or leases an aggregate of
approximately 650,000 square feet not currently being utilized in its
operations. Most of these properties are being leased, subleased or offered
for sublease or sale. A portion of this space not used in the Company's
operations represent facilities used by the Tonka Corporation units prior to
their acquisition by the Company and integration into its existing operations.
The foregoing properties consist, in general, of brick, cinder block or
concrete block buildings which the Company believes are in good condition and
well maintained. The Company is continuing the renovation of its principal
offices in Pawtucket, Rhode Island.
ITEM 3. LEGAL PROCEEDINGS
-----------------
The Company is currently proceeding with an environmental clean-up at its
former manufacturing facility in Lancaster, Pennsylvania. This facility, a
portion of which is being utilized for limited warehousing operations in 1994,
was acquired in 1986 from the CBS Toys Division of CBS Inc. (CBS) in
conjunction with the purchase of rights to selected products formerly marketed
by CBS. CBS has acknowledged its responsibility with respect to some areas of
contamination and some of the remedial actions needed to facilitate this clean-
up, but has not yet funded any of these obligations. The Company believes that
CBS has full responsibility and is engaged in legal action against CBS to
recover all of the costs associated with the environmental clean-up. While it
is impossible to assure the outcome of the court action, the Company believes
that it will prevail. The Consolidated Financial Statements reflect, pursuant
to Statement of Financial Accounting Standards No. 5, Accounting for
Contingencies, certain costs that the Company expects to ultimately recover
from CBS.
Preston Robert Tisch, a director of the Company, is also a director of CBS
and President and Co-Chief Executive Officer of Loews Corporation, a major
shareholder of CBS. By virtue of the foregoing, Mr. Tisch may be deemed to have
an interest adverse to the Company with respect to the above-described action.
The Company is party to certain other legal proceedings involving routine
litigation incidental to the Company's business, none of which, individually or
in the aggregate, is deemed to be material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The following persons are the executive officers of the Company and its
subsidiaries and divisions. Such executive officers are elected annually. The
position and office listed below are the principal position(s) and office(s)
held by such person with the Company, subsidiary or divisions employing such
person. The persons listed below generally also serve as officers and directors
of the Company's various subsidiaries at the request and convenience of the
Company.
Period
Serving in
Current
Name Age Position and Office Held Position
- ---- --- ------------------------ ----------
Alan G. Hassenfeld (1) 45 Chairman of the Board,
President and Chief Executive
Officer Since 1989
Barry J. Alperin (2) 53 Vice Chairman Since 1990
George R. Ditomassi, Jr.(3) 59 Chief Operating Officer,
Games and International Since 1990
Alfred J. Verrecchia (4) 51 Chief Operating Officer,
Domestic Toy Operations Since 1990
John T. O'Neill (5) 49 Executive Vice President and
Chief Financial Officer Since 1989
Norman C. Walker (6) 55 Executive Vice President and
President, International Since 1990
Lawrence H. Bernstein (7) 51 Executive Vice President and
President, Hasbro Toy Since 1989
Dan D. Owen (8) 45 President, Playskool Since 1990
Bruce L. Stein (9) 39 President, Kenner Products Since 1990
Robert F. S. Wann (10) 43 President, Parker Brothers Since 1992
E. David Wilson (11) 56 President, Milton Bradley Since 1990
Richard B. Holt (12) 52 Senior Vice President
and Controller Since 1992
Period
Serving in
Current
Name Age Position and Office Held Position
- ---- --- ------------------------ ----------
Donald M. Robbins (13) 58 Senior Vice President
General Counsel and
Corporate Secretary Since 1992
Phillip H. Waldoks (14) 41 Senior Vice President-
Corporate Legal Affairs Since 1992
Russell L. Denton (15) 49 Vice President and Treasurer Since 1989
(1) Prior thereto, President and Chief Operating Officer.
(2) Prior thereto, Co-Chief Operating Officer from 1989 to 1990; prior
thereto, Executive Vice President.
(3) Prior thereto, Group Vice President and President, Milton Bradley.
(4) Prior thereto, Co-Chief Operating Officer from 1989 to 1990; prior
thereto, Executive Vice President and President, Hasbro
Manufacturing Services Division.
(5) Prior thereto, Senior Vice President - Finance, Chief Financial
Officer and Treasurer during 1989; prior thereto, Senior Vice
President - Finance and Chief Financial Officer.
(6) Prior thereto, Senior Vice President and President - European
Operations.
(7) Prior thereto, Senior Vice President - Sales.
(8) Prior thereto, Senior Vice President - Sales, Playskool.
(9) Prior thereto, Executive Vice President - Marketing and Design,
Kenner Products.
(10) Prior thereto, Chief Operating Officer, Parker Brothers from 1991
to 1992; prior thereto, Executive Vice President - Marketing and
R & D, Playskool from 1990 to 1991; prior thereto, Senior Vice
President - Marketing, Playskool.
(11) Prior thereto, Senior Vice President - Sales, Milton Bradley.
(12) Prior thereto, Vice President and Controller.
(13) Prior thereto, Vice President/General Counsel and Secretary.
(14) Prior thereto, Vice President - Corporate Legal Affairs.
(15) Prior thereto, independent financial consultant.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
-----------------------------------------------------
STOCKHOLDER MATTERS
-------------------
The information required by this item is included in Market for the
Registrant's Common Equity and Related Stockholder Matters in Exhibit 13 to
this Report and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The information required by this item is included in Selected Financial Data
in Exhibit 13 to this Report and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
The information required by this item is included in Management's Review in
Exhibit 13 to this Report and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The information required by this item is included in Financial Statements and
Supplementary Data in Exhibit 13 to this Report and is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
-----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
None.
PART III
ITEMS 10, 11, 12 and 13.
The information required by these items is included in registrant's
definitive proxy statement for the 1994 Annual Meeting of Shareholders and is
incorporated herein by reference, except that the sections under the headings
(a) "Comparison of Five Year Cumulative Total Shareholder Return Among Hasbro,
S&P 500 and Russell 1000 Consumer Discretionary Economic Sector" and
accompanying material and (b) "Report of the Compensation and Stock Option
Committee of the Board of Directors" in the definitive proxy statement shall
not be deemed "filed" with the Securities and Exchange Commission or subject to
Section 18 of the Securities Exchange Act of 1934.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) Financial Statements, Financial Statement Schedules and Exhibits
----------------------------------------------------------------
(1) Financial Statements
--------------------
Included in PART II of this report:
Independent Auditors' Report
Consolidated Balance Sheets at December 26, 1993 and
December 27, 1992
Consolidated Statements of Earnings for the Three Fiscal
Years Ended in December 1993, 1992 and 1991
Consolidated Statements of Shareholders' Equity for the
Three Fiscal Years Ended in December 1993, 1992 and 1991
Consolidated Statements of Cash Flows for the Three
Fiscal Years Ended in December 1993, 1992 and 1991
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
-----------------------------
Included in PART IV of this Report:
Report on Financial Statement Schedules of Independent
Certified Public Accountants
For the Three Fiscal Years Ended in December 1993, 1992
and 1991:
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation and Amortization
of Property, Plant and Equipment
Schedule VIII - Valuation and Qualifying Accounts and
Reserves
Schedule IX - Short-Term Borrowings
Schedules other than those listed above are omitted for the reason that they
are not required or are not applicable, or the required information is shown in
the financial statements or notes thereto. Columns omitted from schedules filed
have been omitted because the information is not applicable.
(3) Exhibits
--------
The Company will furnish to any shareholder, upon written request, any
exhibit listed below upon payment by such shareholder to the Company of the
Company's reasonable expenses in furnishing such exhibit.
Exhibit
- -------
3. Articles of Incorporation and Bylaws
(a) 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.)
(b) Amended and Restated Bylaws of the Company. (Incorporated by
reference to Exhibit (c)(3) to the Company's Current
Report on Form 8-K, dated July 15, 1993, File No. 1-6682.)
4. Instruments defining the rights of security holders, including
indentures.
(a) Revolving Credit Agreement, dated as of June 22, 1992, among
the Company, certain banks (the "Banks"), and The First
National Bank of Boston, as agent for the Banks (the
"Agent"). (Incorporated by reference to Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 27, 1992, File No. 1-6682.)
(b) Subordination Agreement, dated as of June 22, 1992, among
the Company, certain subsidiaries of the Company, and the
Agent. (Incorporated by reference to Exhibit 4(b) to the
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 27, 1992, File No. 1-6682.)
10. Material Contracts
(a) Agreement and Plan of Merger, dated January 31, 1991, by and
among the Company, HIAC III Corp., a subsidiary of the
Company ("Sub") and Tonka Corporation ("Tonka"). (Incorpo-
rated by reference to Exhibit (c)(1) to the Company's Tender
Offer Statement on Schedule 14D-1, dated February 6, 1991,
relating to the Common Stock of Tonka.)
(b) Amendment, dated April 17, 1991 to Agreement and Plan of
Merger among the Company, Sub and Tonka. (Incorporated by
reference to Exhibit (c)(4) to Amendment No. 9 to the
Company's Tender Offer Statement on Schedule 14D-1, dated
April 18, 1991, relating to the Common Stock of Tonka.)
(c) Letter Agreement, dated April 29, 1991, among the Company,
Sub and Tonka. (Incorporated by reference to Exhibit (c)(8)
to Amendment No. 11 to the Company's Tender Offer Statement
on Schedule 14D-1, dated April 29, 1991, relating to the
Common Stock of Tonka.)
(d) Shareholder Rights Agreement, dated May 17, 1983, between
Warner Communications Inc. ("Warner") and the Company.
(Incorporated by reference to Exhibit 3 to the Statement on
Schedule 13D, dated May 17, 1983, relating to the Company's
Common Stock.)
(e) Amendment No. 1 to Shareholder Rights Agreement, dated as of
December 1, 1985, between Warner and the Company.
(Incorporated by reference to Exhibit 9(b) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 29, 1985, File No. 1-6682.)
(f) Exchange Agreement, dated as of December 1, 1985, between
the Company and Warner. (Incorporated by reference to
Exhibit 10(f) to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended December 29, 1985, File No.
1-6682.)
(g) Lease between Hasbro Canada Inc. (formerly named Hasbro
Industries (Canada) Ltd.) and Central Toy Manufacturing Co.
("Central Toy"), dated December 23, 1976. (Incorporated by
reference to Exhibit 10.15 to the Company's Registration
Statement on Form S-14, File No. 2-92550.)
(h) Lease between Hasbro Canada Inc. and Central Toy, together
with an Addendum thereto, each dated as of May 1, 1987.
(Incorporated by reference to Exhibit 10(f) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 27, 1987, File No. 1-6682.)
Executive Compensation Plans and Arrangements
(i) Employee Incentive Stock Option Plan. (Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8, File No. 2-78018.)
(j) Amendment No. 1 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(l) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 28, 1986, File No. 1-6682.)
(k) Amendment No. 2 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 27, 1987, File No. 1-6682.)
(l) Amendment No. 3 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(o) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 25, 1988, File No. 1-6682.)
(m) Amendment No. 4 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(s) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1989, File No. 1-6682.)
(n) Form of Incentive Stock Option Agreement for incentive stock
options. (Incorporated by reference to Exhibit 10(o) to the
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 27, 1987, File No. 1-6682.)
(o) Form of Non Qualified Stock Option Agreement under the
Employee Incentive Stock Option Plan. (Incorporated by
reference to Exhibit 10(q) to the Company's Annual Report
on Form 10-K for the Fiscal Year Ended December 25, 1988,
File No. 1-6682.)
(p) Non Qualified Stock Option Plan. (Incorporated by reference
to Exhibit 10.10 to the Company's Registration Statement on
Form 14, File No. 2-92550.)
(q) Amendment No. 1 to Non Qualified Stock Option Plan.
(Incorporated by reference to Exhibit 10(j) to the
Company's Annual Report on Form 10-K for the Fiscal
Year Ended December 28, 1986, File No. 1-6682.)
(r) Amendment No. 2 to Non Qualified Stock Option Plan.
(Incorporated by reference to Appendix A to the Company's
definitive proxy statement for its 1987 Annual Meeting of
Shareholders, File No. 1-6682.)
(s) Amendment No. 3 to Non Qualified Stock Option Plan.
(Incorporated by reference to Exhibit 10(l) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1989, File No. 1-6682.)
(t) Form of Stock Option Agreement (For Employees) under the Non
Qualified Stock Option Plan. (Incorporated by reference to
Exhibit 10(t) to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended December 27, 1992, File No.
1-6682.)
(u) 1992 Stock Incentive Plan (Incorporated by reference to
Appendix A to the Company's definitive proxy statement for
its 1992 Annual Meeting of Shareholders, File No. 1-6682.)
(v) Form of Stock Option Agreement (For Employees) under the
1992 Stock Incentive Plan. (Incorporated by reference to
Exhibit 10(v) to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended December 27, 1992, File No.
1-6682.)
(w) Form of Stock Option Agreement (For Participants in the Long
Term Incentive Program) under the 1992 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10(w) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 27, 1992, File No. 1-6682.)
(x) Form of Employment Agreement, dated July 5, 1989, between
the Company and seven executive officers of the Company.
(Incorporated by reference to Exhibit 10(v) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1989, File No. 1-6682.)
(y) Change in Control Agreement dated as of December 13, 1990
between Tonka and Bruce L. Stein. (Incorporated by
reference to Exhibit 10.2 to Tonka's Annual Report on Form
10-K for the Fiscal Year Ended December 29, 1990, File No.
1-4683.)
(z) Letter Agreement between Tonka and Bruce L. Stein, dated
March 21, 1994.
(aa) Hasbro, Inc. Retirement Plan for Directors. (Incorporated
by reference to Exhibit 10(x) to the Company's Annual
Report on Form 10-K for the Fiscal Year Ended December 30,
1990, File No. 1-6682.)
(bb) Form of Director's Indemnification Agreement. (Incorporated
by reference to Appendix B to the Company's definitive proxy
statement for its 1988 Annual Meeting of Shareholders, File
No. 1-6682.)
(cc) Hasbro, Inc. Deferred Compensation Plan for Non-Employee
Directors.
(dd) Hasbro, Inc. Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Appendix A to the Company's
definitive proxy statement for its 1994 Annual Meeting of
Shareholders, File No. 1-6682.)
(ee) Hasbro, Inc. Senior Management Annual Performance Plan.
(Incorporated by reference to Appendix B to the Company's
definitive proxy statement for its 1994 Annual Meeting of
Shareholders, File No.1-6682.)
11. Statement re computation of per share earnings
12. Statement re computation of ratios
13. Selected information contained in Annual Report to Shareholders
22. Subsidiaries of the registrant
24. Consents of experts and counsel
(a) Consent of KPMG Peat Marwick.
The Company agrees to furnish the Securities and Exchange Commission, upon
request, a copy of each agreement with respect to long-term debt of the
Company, the authorized principal amount of which does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated basis.
(b) Reports on Form 8-K
-------------------
A current report on Form 8-K dated February 10, 1994 was filed to
announce the Company's results of the quarter and year ended
December 26, 1993. Consolidated statements of earnings (without
notes) for the quarter and year ended December 26, 1993 and
December 27, 1992 and consolidated condensed balance sheets
(without notes) as of said dates were also filed.
(c) Exhibits
--------
See (a)(3) above
(d) Financial Statement Schedules
-----------------------------
See (a)(2) above
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Hasbro, Inc.:
Under date of February 8, 1994, we reported on the consolidated balance
sheets of Hasbro, Inc. and subsidiaries as of December 26, 1993 and December
27, 1992 and the related consolidated statements of earnings, shareholders'
equity, and cash flows for each of the fiscal years in the three-year period
ended December 26, 1993, as contained in the 1993 annual report to
shareholders. These consolidated financial statements and our report thereon
are incorporated by reference in the annual report on Form 10-K for the year
1993. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related supporting schedules listed
in Item 14 (a)(2). These financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statement schedules based on our audits.
In our opinion, such schedules when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
/s/ KPMG Peat Marwick
Providence, Rhode Island
February 8, 1994
SCHEDULE V
HASBRO, INC. AND SUBSIDIARIES
Property, Plant and Equipment
Fiscal Years Ended in December
(Thousands of Dollars)
Balance at Translation Balance
Beginning of Disposals/ Adjustments at End of
Description Year Additions Retirements and Other(a) Year
- ----------- ------------ --------- ----------- ------------ ---------
1993
Land and
improvements $ 13,585 1,022 (1,195) (1,402) $ 12,010
Buildings and
improvements 170,220 22,062 (4,339) 770 188,713
Machinery and
equipment 150,851 33,282 (7,527) (3,556) 173,050
------- ------- ------- ------- -------
$334,656 56,366 (13,061) (4,188) $373,773
======= ======= ======= ======= =======
Tools, dies
and molds $ 28,485 43,426 (32,627)(b) (72) $ 39,212
======= ======= ======= ======= =======
1992
Land and
improvements $ 13,548 1,556 (1,235) (284) $ 13,585
Buildings and
improvements 160,604 11,773 (7,255) 5,098 170,220
Machinery and
equipment 122,074 44,167 (13,748) (1,642) 150,851
-------- ------- ------- ------- -------
$296,226 57,496 (22,238) 3,172 $334,656
======= ======= ======= ======= =======
Tools, dies
and molds $ 28,819 32,935 (33,593)(b) 324 $ 28,485
======= ======= ======= ======= =======
1991
Land and
improvements $ 8,586 446 (3) 4,519 $ 13,548
Buildings and
improvements 129,607 11,061 (2,375) 22,311 160,604
Machinery and
equipment 101,307 16,650 (8,003) 12,120 122,074
------- ------- ------- ------- -------
$239,500 28,157 (10,381) 38,950 $296,226
======= ======= ======= ======= =======
Tools, dies
and molds $ 13,335 27,847 (26,742)(b) 14,379 $ 28,819
======= ======= ======= ======= =======
(a) 1992 includes $8,665 and $1,746 of buildings and improvements and
machinery and equipment, respectively, relating to the gross-up of
assets acquired in prior business combinations as required by SFAS
109. 1992 also includes $622 and $415 of machinery and equipment
and tools, dies and molds, respectively, of acquired companies.
1991 includes $4,434, $21,789, $12,449 and $14,549 of land and
improvements, buildings and improvements, machinery and equipment
and tools, dies and molds, respectively, of acquired company.
(b) Primarily represents amortization which is credited directly
against the cost of the assets.
SCHEDULE VI
HASBRO, INC. AND SUBSIDIARIES
Accumulated Depreciation and Amortization of
Property, Plant and Equipment
Fiscal Years Ended in December
(Thousands of Dollars)
Balance at Balance
Beginning of Disposals/ Translation at End of
Description Year Additions Retirements Adjustments Year
- ----------- ------------ --------- ----------- ----------- ----------
1993
Land
improvements $ 638 121 - (6) $ 753
Buildings and
improvements 42,734 11,601 (2,536) (877) 50,922
Machinery and
equipment 68,429 20,933 (5,787) (2,068) 81,507
------- ------- ------- ------- -------
$111,801 32,655 (8,323) (2,951) $133,182
======= ======= ======= ======= =======
1992
Land
improvements $ 533 118 (9) (4) $ 638
Buildings and
improvements 39,184 7,534 (3,327) (657) 42,734
Machinery
and equipment 60,136 20,842 (11,134) (1,415) 68,429
------- ------- ------- ------- -------
$ 99,853 28,494 (14,470) (2,076) $111,801
======= ======= ======= ======= =======
1991
Land
improvements $ 418 119 (3) (1) $ 533
Buildings and
improvements 32,012 9,453 (1,551) (730) 39,184
Machinery and
equipment 51,216 16,210 (7,038) (252) 60,136
------- ------- ------- ------- -------
$ 83,646 25,782 (8,592) (983) $ 99,853
======= ======= ======= ======= =======
SCHEDULE VIII
HASBRO, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts and Reserves
Fiscal Years Ended in December
(Thousands of Dollars)
Provision
Balance at Charged to Write-Offs Balance
Beginning of Costs and Other Allowances at End of
Year Expenses Additions(a) Taken(b) Year
------------ ---------- ------------ ----------- ---------
Valuation
accounts
deducted
from assets
to which
they apply -
for doubtful
accounts
receivable:
1993 $52,200 13,078 - (11,078) $54,200
====== ====== ====== ====== ======
1992 $60,500 10,674 - (18,974) $52,200
====== ====== ====== ====== ======
1991 $43,100 15,024 29,285 (26,909) $60,500
====== ====== ====== ====== ======
(a) Doubtful accounts reserve of acquired company.
(b) Includes write-offs, recoveries of previous write-offs and
translation adjustments.
SCHEDULE IX
HASBRO, INC. AND SUBSIDIARIES
Short-Term Borrowings
Fiscal Years Ended in December
(Thousands of Dollars)
Weighted Weighted
Average Average Average
Interest Maximum Amount Interest
Category of Balance Rate Amount Outstanding Rate
Short-Term at End at End Outstanding During During
Borrowings(b) of Year of Year During Year Year (a) Year (a)
- ------------- ------- -------- ----------- ----------- --------
1993
Bank $ 62,242 9.0% $182,588 $152,004 7.6%
======= ==== ======= ======= ====
Commercial
Paper - - $385,160 $134,944 3.4%
======= ==== ======= ======= ====
1992
Bank (b) $ 64,174 11.8% $401,956 $254,036 6.8%
======= ==== ======= ======= ====
Commercial
Paper - - $154,748 $ 65,704 3.7%
======= ==== ======= ======= ====
1991
Bank (b) $186,084 8.5% $568,391 $238,410 7.5%
======= ==== ======= ======= ====
Commercial
Paper - - $332,278 $135,384 6.1%
======= ==== ======= ======= ====
(a) Computed daily.
(b) Includes short-term borrowings (none at end of 1992 and $150,000
at end of 1991) classified as long-term debt reflecting the
Company's ability and intent to refinance such borrowings on a
long-term basis.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
HASBRO, INC. (Registrant)
By: /s/Alan G. Hassenfeld Date: March 25, 1994
------------------------- ---------------
Alan G. Hassenfeld
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/Alan G. Hassenfeld
- ---------------------------- Chairman of the Board, March 25, 1994
Alan G. Hassenfeld President,Chief Executive
Officer and Director
(Principal Executive Officer)
/s/John T. 0'Neill
- ---------------------------- Executive Vice President March 25, 1994
John T. 0'Neill and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/Barry J. Alperin
- ---------------------------- Director March 25, 1994
Barry J. Alperin
/s/Alan R. Batkin
- ---------------------------- Director March 25, 1994
Alan R. Batkin
/s/George R. Ditomassi, Jr.
- ---------------------------- Director March 25, 1994
George R. Ditomassi, Jr.
/s/Harold P. Gordon
- ---------------------------- Director March 25, 1994
Harold P. Gordon
/s/Alex Grass
- ---------------------------- Director March 25, 1994
Alex Grass
/s/Sylvia K. Hassenfeld
- ---------------------------- Director March 25, 1994
Sylvia K. Hassenfeld
/s/Claudine B. Malone
- ---------------------------- Director March 25, 1994
Claudine B. Malone
/s/James R. Martin
- ---------------------------- Director March 25, 1994
James R. Martin
/s/Norma T. Pace
- ---------------------------- Director March 25, 1994
Norma T. Pace
/s/E. John Rosenwald, Jr.
- ---------------------------- Director March 25, 1994
E. John Rosenwald, Jr.
/s/Carl Spielvogel
- ---------------------------- Director March 25, 1994
Carl Spielvogel
/s/Henry Taub
- ---------------------------- Director March 25, 1994
Henry Taub
/s/Preston Robert Tisch
- ---------------------------- Director March 25, 1994
Preston Robert Tisch
/s/Alfred J. Verrecchia
- ---------------------------- Director March 25, 1994
Alfred J. Verrecchia
HASBRO, INC.
Annual Report on Form 10-K
for the Year Ended December 26, 1993
Exhibit Index
Exhibit
- -------
3. Articles of Incorporation and Bylaws
(a) 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.)
(b) Amended and Restated Bylaws of the Company. (Incorporated by
reference to Exhibit (c)(3) to the Company's Current
Report on Form 8-K, dated July 15, 1993, File No. 1-6682.)
4. Instruments defining the rights of security holders, including
indentures.
(a) Revolving Credit Agreement, dated as of June 22, 1992, among
the Company, certain banks (the "Banks"), and The First
National Bank of Boston, as agent for the Banks (the
"Agent"). (Incorporated by reference to Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 27, 1992, File No. 1-6682.)
(b) Subordination Agreement, dated as of June 22, 1992, among
the Company, certain subsidiaries of the Company, and the
Agent. (Incorporated by reference to Exhibit 4(b) to the
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 27, 1992, File No. 1-6682.)
10. Material Contracts
(a) Agreement and Plan of Merger, dated January 31, 1991, by and
among the Company, HIAC III Corp., a subsidiary of the
Company ("Sub") and Tonka Corporation ("Tonka"). (Incorpo-
rated by reference to Exhibit (c)(1) to the Company's Tender
Offer Statement on Schedule 14D-1, dated February 6, 1991,
relating to the Common Stock of Tonka.)
(b) Amendment, dated April 17, 1991 to Agreement and Plan of
Merger among the Company, Sub and Tonka. (Incorporated by
reference to Exhibit (c)(4) to Amendment No. 9 to the
Company's Tender Offer Statement on Schedule 14D-1, dated
April 18, 1991, relating to the Common Stock of Tonka.)
(c) Letter Agreement, dated April 29, 1991, among the Company,
Sub and Tonka. (Incorporated by reference to Exhibit (c)(8)
to Amendment No. 11 to the Company's Tender Offer Statement
on Schedule 14D-1, dated April 29, 1991, relating to the
Common Stock of Tonka.)
(d) Shareholder Rights Agreement, dated May 17, 1983, between
Warner Communications Inc. ("Warner") and the Company.
(Incorporated by reference to Exhibit 3 to the Statement on
Schedule 13D, dated May 17, 1983, relating to the Company's
Common Stock.)
(e) Amendment No. 1 to Shareholder Rights Agreement, dated as of
December 1, 1985, between Warner and the Company.
(Incorporated by reference to Exhibit 9(b) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 29, 1985, File No. 1-6682.)
(f) Exchange Agreement, dated as of December 1, 1985, between
the Company and Warner. (Incorporated by reference to
Exhibit 10(f) to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended December 29, 1985, File No.
1-6682.)
(g) Lease between Hasbro Canada Inc. (formerly named Hasbro
Industries (Canada) Ltd.) and Central Toy Manufacturing Co.
("Central Toy"), dated December 23, 1976. (Incorporated by
reference to Exhibit 10.15 to the Company's Registration
Statement on Form S-14, File No. 2-92550.)
(h) Lease between Hasbro Canada Inc. and Central Toy, together
with an Addendum thereto, each dated as of May 1, 1987.
(Incorporated by reference to Exhibit 10(f) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 27, 1987, File No. 1-6682.)
Executive Compensation Plans and Arrangements
(i) Employee Incentive Stock Option Plan. (Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8, File No. 2-78018.)
(j) Amendment No. 1 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(l) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 28, 1986, File No. 1-6682.)
(k) Amendment No. 2 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 27, 1987, File No. 1-6682.)
(l) Amendment No. 3 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(o) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 25, 1988, File No. 1-6682.)
(m) Amendment No. 4 to Employee Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 10(s) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1989, File No. 1-6682.)
(n) Form of Incentive Stock Option Agreement for incentive stock
options. (Incorporated by reference to Exhibit 10(o) to the
Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 27, 1987, File No. 1-6682.)
(o) Form of Non Qualified Stock Option Agreement under the
Employee Incentive Stock Option Plan. (Incorporated by
reference to Exhibit 10(q) to the Company's Annual Report
on Form 10-K for the Fiscal Year Ended December 25, 1988,
File No. 1-6682.)
(p) Non Qualified Stock Option Plan. (Incorporated by reference
to Exhibit 10.10 to the Company's Registration Statement on
Form 14, File No. 2-92550.)
(q) Amendment No. 1 to Non Qualified Stock Option Plan.
(Incorporated by reference to Exhibit 10(j) to the
Company's Annual Report on Form 10-K for the Fiscal
Year Ended December 28, 1986, File No. 1-6682.)
(r) Amendment No. 2 to Non Qualified Stock Option Plan.
(Incorporated by reference to Appendix A to the Company's
definitive proxy statement for its 1987 Annual Meeting of
Shareholders, File No. 1-6682.)
(s) Amendment No. 3 to Non Qualified Stock Option Plan.
(Incorporated by reference to Exhibit 10(l) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1989, File No. 1-6682.)
(t) Form of Stock Option Agreement (For Employees) under the Non
Qualified Stock Option Plan. (Incorporated by reference to
Exhibit 10(t) to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended December 27, 1992, File No.
1-6682.)
(u) 1992 Stock Incentive Plan (Incorporated by reference to
Appendix A to the Company's definitive proxy statement for
its 1992 Annual Meeting of Shareholders, File No. 1-6682.)
(v) Form of Stock Option Agreement (For Employees) under the
1992 Stock Incentive Plan. (Incorporated by reference to
Exhibit 10(v) to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended December 27, 1992, File No.
1-6682.)
(w) Form of Stock Option Agreement (For Participants in the Long
Term Incentive Program) under the 1992 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10(w) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 27, 1992, File No. 1-6682.)
(x) Form of Employment Agreement, dated July 5, 1989, between
the Company and seven executive officers of the Company.
(Incorporated by reference to Exhibit 10(v) to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1989, File No. 1-6682.)
(y) Change in Control Agreement dated as of December 13, 1990
between Tonka and Bruce L. Stein. (Incorporated by
reference to Exhibit 10.2 to Tonka's Annual Report on Form
10-K for the Fiscal Year Ended December 29, 1990, File No.
1-4683.)
(z) Letter Agreement between Tonka and Bruce L. Stein, dated
March 21, 1994.
(aa) Hasbro, Inc. Retirement Plan for Directors. (Incorporated
by reference to Exhibit 10(x) to the Company's Annual
Report on Form 10-K for the Fiscal Year Ended December 30,
1990, File No. 1-6682.)
(bb) Form of Director's Indemnification Agreement. (Incorporated
by reference to Appendix B to the Company's definitive proxy
statement for its 1988 Annual Meeting of Shareholders, File
No. 1-6682.)
(cc) Hasbro, Inc. Deferred Compensation Plan for Non-Employee
Directors.
(dd) Hasbro, Inc. Stock Option Plan for Non-Employee Directors.
(Incorporated by reference to Appendix A to the Company's
definitive proxy statement for its 1994 Annual Meeting of
Shareholders, File No. 1-6682.)
(ee) Hasbro, Inc. Senior Management Annual Performance Plan.
(Incorporated by reference to Appendix B to the Company's
definitive proxy statement for its 1994 Annual Meeting of
Shareholders, File No.1-6682.)
11. Statement re computation of per share earnings
12. Statement re computation of ratios
13. Selected information contained in Annual Report to Shareholders
22. Subsidiaries of the registrant
24. Consents of experts and counsel
(a) Consent of KPMG Peat Marwick.