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.
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.
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.
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.
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.
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.
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.
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.
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.
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 - ----------- ------------ --------- ----------- ------------ ---------
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 ======= ======= ======= ======= =======
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 ======= ======= ======= ======= =======
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 - ----------- ------------ --------- ----------- ----------- ----------
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 ======= ======= ======= ======= =======
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 ======= ======= ======= ======= =======
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) - ------------- ------- -------- ----------- ----------- --------
Bank $ 62,242 9.0% $182,588 $152,004 7.6% ======= ==== ======= ======= ==== Commercial Paper - - $385,160 $134,944 3.4% ======= ==== ======= ======= ====
Bank (b) $ 64,174 11.8% $401,956 $254,036 6.8% ======= ==== ======= ======= ==== Commercial Paper - - $154,748 $ 65,704 3.7% ======= ==== ======= ======= ====
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.