-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KHGVhqxwHw3CpFZ84SfqILfKJS2YjDqYplzPDFbaGNm7Rg9ECXlvPP8674rtVxb5 oluNa6K0vAzAfm8azMmhpg== 0000950172-98-000680.txt : 19980720 0000950172-98-000680.hdr.sgml : 19980720 ACCESSION NUMBER: 0000950172-98-000680 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980717 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980717 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASBRO INC CENTRAL INDEX KEY: 0000046080 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 050155090 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06682 FILM NUMBER: 98667675 BUSINESS ADDRESS: STREET 1: 1027 NEWPORT AVE STREET 2: P O BOX 1059 CITY: PAWTUCKET STATE: RI ZIP: 02861 BUSINESS PHONE: 4014318697 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO BRADLEY INC DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO INDUSTRIES INC DATE OF NAME CHANGE: 19840917 FORMER COMPANY: FORMER CONFORMED NAME: HASSENFELD BROTHERS INC DATE OF NAME CHANGE: 19720615 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 17, 1998 HASBRO, INC. (Exact name of registrant as specified in its charter) Rhode Island 1-6682 05-0155090 (State of Incorporation) (Commission file number) (I.R.S. Employer Identification No.) 1027 Newport Avenue, Pawtucket, Rhode Island 02861 (Address or principal executive office) (Zip Code) (401) 431-8697 (Registrant's telephone number including area code) Item 5. Other Events Exhibits are filed herewith in connection with the proposed issuance by the Registrant pursuant to the Registrant's Registration Statement on Form S-3 (File No. 333-44101) of $150,000,000 aggregate principal amount of the Registrant's 6.15% Notes Due 2008 and $150,000,000 aggregate principal amount of the Registrant's 6.60% Debentures Due 2028. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. (25.1) Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HASBRO, INC. Dated: July 17, 1998 By: /s/ Phillip H. Waldoks ______________________________ Name: Phillip H. Waldoks Title: Senior Vice President - Corporate Legal Affairs and Secretary EX-25 2 EXHIBIT 25.1 - STATEMENT OF ELIGIBILITY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) (X) ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 399 Park Avenue, New York, New York 13-5266470 (Address of principal executive office) (I.R.S. employer identification no.) 10043 (Zip Code) ----------------------- Hasbro, Inc. (Exact name of obligor as specified in its charter) Rhode Island 05-0155090 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1027 Newport Avenue Pawtucket, RI 02861 (Address of principal executive offices) (Zip Code) Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of March 31, 1998 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 17th day of July, 1998. CITIBANK, N.A. By /s/ Florence Mills _______________________ Florence Mills Senior Trust Officer Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N.A. of New York in the State of New York, at the close of business on March 31, 1998, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District. ASSETS Thousands of dollars ---------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ................................................ $ 6,890,000 Interest-bearing balances ................................... 14,848,000 Held-to-maturity securities ................................. 0 Available-for-sale securities ............................... 31,464,000 Federal funds sold and securities purchased under agreements to resell .............................. 19,345,000 Loans and lease financing receivables: Loans and Leases, net of unearned income ................................. $ 159,106,000 LESS: Allowance for loan and lease losses ................................. 4,259,000 Loans and leases, net of unearned income, allowance, and reserve .................................... 154,847,000 Trading assets .............................................. 36,633,000 Premises and fixed assets (including capitalized leases) ................................................... 3,376,000 Other real estate owned ..................................... 485,000 Investments in unconsolidated subsidiaries and associated companies ...................................... 1,386,000 Customers' liability to this bank on acceptances outstanding ............................................... 1,824,000 Intangible assets ........................................... 160,000 Other assets ................................................ 9,670,000 ------------- TOTAL ASSETS ................................................ $ 280,928,000 ============= LIABILITIES Deposits: In domestic offices ..................................... $ 37,884,000 Noninterest-bearing ..................... $ 12,822,000 Interest-bearing ........................ 25,062,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs .................................... 155,776,000 Noninterest-bearing ..................... 9,878,000 Interest-bearing ........................ 145,898,000 Federal funds purchased and securities sold under agreements to repurchase ............................. 7,429,000 Trading liabilities .......................................... 29,266,000 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ........... 9,518,000 With a remaining maturity of more than one year through three years .................................... 2,340,000 With a remaining maturity of more than three years ....... 898,000 Bank's liability on acceptances executed and outstanding ................................................ 1,992,000 Subordinated notes and debentures ............................ 5,600,000 Other liabilities ............................................ 12,507,000 ------------- TOTAL LIABILITIES ............................................ $ 263,210,000 ============= EQUITY CAPITAL Perpetual preferred stock and related surplus ................ 0 Common stock ................................................. $ 751,000 Surplus ...................................................... 7,604,000 Undivided profits and capital reserves ....................... 9,617,000 Net unrealized holding gains (losses) on available-for-sale securities .............................. 443,000 Cumulative foreign currency translation adjustments .......... (697,000) ------------- TOTAL EQUITY CAPITAL ......................................... $ 17,718,000 ------------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL ......................................... $ 280,928,000 ============= I, Roger W. Trupin, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. PAUL J. COLLINS JOHN S. REED WILLIAM R. RHODES DIRECTORS -----END PRIVACY-ENHANCED MESSAGE-----