Hasbro Inc – ‘10-K405’ for 12/26/99 – EX-4

On:  Friday, 3/24/00   ·   For:  12/26/99   ·   Accession #:  46080-0-3   ·   File #:  1-06682   ·   Correction:  This Filing was Corrected by the SEC on 3/29/00. ®

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     10-K Document                                         38    189K 
 3: EX-4        Exhibit 4 (B)(Ii)                                      7±    33K 
 2: EX-4        Exhibit 4(B)(I)                                       79±   360K 
 4: EX-10       Exhibit 10 (Ff)                                        7±    35K 
 5: EX-10       Exhibit 10 (Ss)                                        9±    46K 
 6: EX-11       Statement re: Computation of Earnings Per Share        1      7K 
 7: EX-12       Statement re: Computation of Ratios                    1      6K 
 8: EX-13       Annual or Quarterly Report to Security Holders        41±   174K 
 9: EX-21       Subsidiaries of the Registrant                         2±     9K 
10: EX-23       Consent of Experts or Counsel                          1      8K 
11: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-4   —   Exhibit 4 (B)(Ii)

                                                        Exhibit 4(b)(ii)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED   
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR     
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY 
     CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
       IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
       ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
       ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
  BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.       

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
 SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE
       TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE 
 DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
     DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.                   

HASBRO, INC.    

7.95% NOTES DUE 2003    
(the "Securities")    

REGISTERED                                                   PRINCIPAL AMOUNT   

No.  III-1                                                                      

INTEREST PAYABLE EACH MARCH 15 AND SEPTEMBER 15 AND AT MATURITY.    

CUSIP:  418056AK3                                                               

ORIGINAL ISSUE DATE:    March 15, 2000                                          
-------------------                                                             

INTEREST RATE:          7.95%                                                   
-------------                                                                   

MATURITY DATE:          March 15, 2003                                          
-------------                                                                   

OTHER PROVISIONS:                                                               
----------------                                                                

Hasbro, Inc., a Rhode Island corporation (the "Company", which term 
includes any successor Person under the Indenture hereinafter referred to),     
for value received, hereby promises to pay to CEDE & CO. or registered          
assigns, the principal sum of [                                          ]      
on the Maturity Date set forth above, and to pay interest on the                
outstanding principal amount hereof from March 15, 2000, or from the most       
recent interest payment date (each such date, an "Interest Payment Date")       
to which interest has been paid or duly provided for, semi-annually in          
arrears on March 15 and September 15 of each year, commencing September 15,     
2000 at the rate set forth above per annum until the principal hereof shall     
have become due and payable, and at the same rate per annum on any overdue      
principal and (without duplication and to the extent that payment of such       
interest is enforceable under applicable law) on any overdue installment of     
interest at the same rate per annum compounded semi-annually. The amount of     
interest payable on any Interest Payment Date shall be computed on the          
basis of a 360-day year of twelve 30-day months. In the event that any date     
on which the principal of or interest on this Security is payable is not a      
Business Day, then the payment payable on such date will be made on the         
next succeeding day that is a Business Day (and without any interest or         
other payment in respect of any such delay), with the same force and effect     
as if made on such date.                                                        

The interest installment so payable, and punctually paid or duly    
provided for, on any Interest Payment Date will, as provided in the             
Indenture, be paid to the person in whose name this Security (or one or         
more Predecessor Securities, as defined in said Indenture) is registered at     
the close of business on the regular record date for such interest              
installment, which shall be the March 1 or September 1 immediately              
preceding the relevant Interest Payment Date.                                   

The principal of and interest on this Security shall be payable at  
the office or agency of the Company maintained for that purpose in any coin     
or currency of the United States of America that at the time of payment is      
legal tender for payment of public and private debts; provided, however,        
that, payment of interest may be made at the option of the Company (i) by       
check mailed to the holder at such address as shall appear in the Security      
Register or (ii) by transfer to an account maintained by the Person             
entitled thereto, provided that proper written transfer instructions have       
been received by the relevant record date.                                      

     Unless the certificate of authentication hereon has been executed
by the Trustee by the manual signature of one of its authorized officers,       
this Security shall not be entitled to any benefit under the Indenture or       
be valid or obligatory for any purpose.                                         

All capitalized terms used herein and not otherwise defined shall   
have the meanings ascribed to them in the Indenture, date as of March 15,       
2000 (herein, the "Indenture"), by and between the Company and The Bank of      
Nova Scotia Trust Company of New York, as Trustee (herein, the "Trustee").      

The provisions of this Security are continued on the reverse
hereof and such continued provisions shall for all purposes have the same       
effect as though fully set forth at this place.                                 

IN WITNESS WHEREOF, HASBRO, INC. has caused this Instrument to be   
signed manually or by facsimile signature by its Chairman of the Board of       
Directors, Vice Chairman of the Board of Directors, President, Chief            
Financial Officer or one of its Executive Vice Presidents, under its            
corporate seal reproduced hereon and attested by its Secretary or one of        
its Assistant Secretaries or its Treasurer or one of its Assistant              
Treasurers.                                                                     

    HASBRO, INC.

                         By: _____________________________
     Name:
      Title:

Attested:                                                                       

By: _____________________________                                               
Name:                                                                   
Title:                                                                  

      This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.                                  

                             The Bank of Nova Scotia Trust Company
    of New York,
  as Trustee

                           By: _______________________________
                         as Authorized Officer

REVERSE OF SECURITY     

HASBRO, INC.    
7.95% Notes Due 2003    

 (a) Interest. The Company promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The        
Company will pay interest semiannually on March 15 and September 15 of each     
year, beginning September 15, 2000. Interest on the Security will accrue        
from the most recent date to which interest has been paid or, if no             
interest has been paid from March 15, 2000; provided, that, if there is no      
existing Event of Default in the payment of interest, and if this Security      
is authenticated between a record date referred to on the face hereof and       
the next succeeding Interest Payment Date, interest shall accrue from such      
Interest Payment Date. Interest will be computed on the basis of a 360-day      
year of twelve 30-day months.                                                   

   (b) Method of Payment. The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are the               
registered Holders of the Security at the close of business on the March 1      
or September 1 next preceding the Interest Payment Date. The Company will       
pay principal and interest in money of the United States that at the time       
of payment is legal tender for payment of public and private debts. The         
Company, however, may pay principal and interest by its check payable in        
such money.                                                                     

       The principal of and interest on this Security shall be payable
at the office or agency of the Company maintained for that purpose;             
provided, however, that, payment of interest may be made at the option of       
the Company (i) by check mailed to the holder at such address as shall          
appear in the Security Register or (ii) by transfer to an account               
maintained by the Person entitled thereto, provided that proper written         
transfer instructions have been received by the relevant record date.           

   The foregoing notwithstanding, principal of and interest on
Securities which are represented by Global Securities held of record by the     
Depositary will be payable in same-day funds.                                   

    (c) Registrar and Agents. Initially, The Bank of Nova Scotia
Trust Company of New York will act as Registrar, Paying Agent and agent for     
service of notices and demands. The Company or any of its subsidiaries may      
act as Paying Agent. The address of The Bank of Nova Scotia Trust Company       
of New York is 1 Liberty Plaza, 23rd Floor, New York, NY 10006.                 

     (d) Indenture; Limitations. The Company issued the Securities
under an Indenture dated as of March 15, 2000 (the "Indenture"), between        
the Company and The Bank of Nova Scotia Trust Company of New York, as           
trustee (in such capacity, the "Trustee"). Capitalized terms herein are         
used as defined in the Indenture unless otherwise defined herein. The terms     
of the Securities include those stated in the Indenture and those made part     
of the Indenture by reference to the Trust Indenture Act of 1939, as            
amended, 15 U.S.C. ss.ss. 77aaa-77bbbb (the "TIA"), as in effect on the         
date of the Indenture. The Securities are subject to all such terms, and        
the Holders of the Securities are referred to the Indenture and the TIA for     
a statement of them.                                                            

      The Securities are senior unsecured obligations of the Company
ranking pari passu with all other unsecured and unsubordinated indebtedness     
of the Company from time to time outstanding, and are limited to                
$550,000,000 aggregate principal amount. The Indenture imposes certain          
limitations on the ability of the Company to, among other things, merge or      
consolidate with any other Person and sell, lease, transfer or otherwise        
dispose of all or substantially all of its properties or assets or to           
engage in Sale and Leaseback Transactions.                                      

      (e) Optional Redemption by the Company. The Securities are not
redeemable prior to Maturity.                                                   

  (f) Convertibilty. The Securities are not Convertible Debt
Securities.                                                                     

       (g) Sinking Fund. The Securities are not subject to any sinking
fund.                                                                           

    (h) Governing Law. The Securities and the Indenture shall be
deemed to be contracts made under the laws of the State of New York, and        
for all purposes shall be construed in accordance with the laws of said         
state.                                                                          

    (i) Discharge Prior to Maturity. The Company may elect under
certain conditions either (A) to defease and be discharged from any and all     
obligations with respect to the Securities (except as otherwise provided in     
the Indenture) ("defeasance") or (B) with respect to such Securities, to be     
released from its obligations with respect to such Securities relating to       
restrictions on secured debt and restrictions on Sale and Leaseback             
Transactions, pursuant to Sections 10.09 and 10.10 of the Indenture,            
respectively, ("covenant defeasance"), upon the irrevocable deposit with        
the Trustee, in trust for such purpose, of money, and/or U.S. Government        
Obligations which through the payment of principal and interest in              
accordance with their terms will provide money in an amount sufficient to       
pay the principal of and interest, if any, on such Securities on the            
scheduled due dates therefor. Such a trust may only be established if,          
among other things, the Company has delivered to the Trustee an Opinion of      
Counsel to the effect that (i) the Holders of such Securities will not          
recognize income, gain or loss, for federal income tax purposes as a result     
of such defeasance or covenant defeasance and will be subject to federal        
income tax on the same amounts, in the same manner and at the same times as     
would have been the case if such defeasance or covenant defeasance had not      
occurred (such opinion, in the case of defeasance under clause (A) above,       
must refer to and be based upon a ruling of the Internal Revenue Service)       
and (ii) if the deposit referred to above shall include U.S. Government         
Obligations, such deposit shall not result in the Company, the Trustee or       
such trust being regulated as an "investment company," under the Investment     
Company Act of 1940, as amended.                                                

      (j) Denominations, Transfer, Exchange. This Security is one of
a duly authorized issue of Securities of the Company designated as its          
7.95% Notes Due 2003, limited in aggregate principal amount to                  
$550,000,000. The Securities are issuable in registered form without            
coupons in denominations of $1,000 principal amount and integral multiples      
thereof. A Holder may register the transfer of or exchange Securities in        
accordance with the Indenture and subject to the transfer restrictions as       
may be contained herein and therein from time to time. The Registrar may        
require a Holder, among other things, to furnish appropriate endorsements       
and transfer documents and to pay any taxes and fees required by law or         
permitted by the Indenture.                                                     

      (k) Persons Deemed Owners. The registered Holder of a Security
may be treated as its owner for all purposes.                                   

(l) Amendment and Waiver. Subject to certain exceptions,
without notice to the Holders of the Securities, the Indenture or the           
Securities may be amended with the consent of (i) the Holders of not less       
than a majority in principal amount of the Outstanding Securities, or (ii)      
in case less than all of the several series of Securities are affected by       
such amendment, the Holders of not less than a majority in principal amount     
of each series so affected voting as a single class; and any existing           
default or compliance with any provision may be waived with the consent of      
the Holders of a majority in principal amount of the Securities then            
outstanding. Without the consent of or notice to any Holder of Securities,      
the Company may amend the Indenture or the Securities to, among other           
things, cure any ambiguity, to correct or supplement any provision of the       
Indenture which may be defective or inconsistent with any other provision       
of the Indenture, or make any other provisions with respect to matters or       
questions arising under the Indenture, provided that such other provision       
does not adversely affect the interests of the Holders in any material          
respect.                                                                        

     (m) Defaults and Remedies. If an Event of Default, as defined
in the Indenture, occurs and is continuing, the Trustee or the Holders of       
at least 25% in principal amount of Securities may declare all the              
Securities to be due and payable immediately in the manner and with the         
effect provided in the Indenture. Holders of Securities may not enforce the     
Indenture or the Securities except as provided in the Indenture. The            
Trustee may require indemnity satisfactory to it, subject to the provisions     
of the TIA, before it enforces the Indenture or the Securities. Subject to      
certain limitations, Holders of a majority in principal amount of the           
Securities then outstanding may direct the Trustee in writing in its            
exercise of any trust or power with respect to the Securities.                  

      (n) Trustee Dealings with the Company. The Bank of Nova Scotia
Trust Company of New York, the Trustee under the Indenture, in its              
individual or any other capacity, may make loans to, accept deposits from,      
and perform services for the Company or its Affiliates, and may otherwise       
deal with the Company or its Affiliates, as if it were not Trustee.             

 (o) No Recourse Against Others. No stockholder, director,
officer or incorporator, as such, past, present or future, of the Company       
or any successor corporation or trust shall have any liability for any          
obligation of the Company under the Securities or the Indenture or for any      
claim based on, in respect of or by reason of, such obligations or their        
creation. Each Holder of a Security by accepting a Security waives and          
releases all such liability. This waiver and release are part of the            
consideration for the issuance of the Securities.                               

      (p) Authentication. This Security shall not be valid until the
Trustee or any authenticating agent appointed by the Trustee signs the          
certificate of authentication on the other side of this Security.               

     (q) Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common),        
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights      
of survivorship and not as tenants in common), CUST (= Custodian), AND          
U/G/M/A (= Uniform Gifts to Minors Act).                                        

       The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to: Hasbro,        
Inc. 1027 Newport Avenue, Pawtucket, Rhode Island 02861, Attention: General     
Counsel.                                                                        

ASSIGNMENT FORM 

If you the holder want to assign this Security, fill in the form below and      
have your signature guaranteed:                                                 

I or we assign and transfer this Security to                                    

______________________________________________                                  

(Insert assignee's social security or tax ID number) _____________              

______________________________________________                                  

______________________________________________                                  

______________________________________________                                  

(Print or type assignee's name, address and zip code) and irrevocably appoint   

agent to transfer this Security on the books of the Company.  The agent may     
substitute another to act for such agent.                                       

Date:____________  Your signature:___________                                   

                                       (Sign exactly as your name appears on
                                    the other side of this Security)

                                        By:_________________________________
                                       NOTICE:  To be executed by an
                           executive officer

NOTICE: Signature(s) must be guaranteed by an institution which                 
is a participant in the Securities Transfer Agent Medallion Program             
("STAMP") or similar program.                                                   

Dates Referenced Herein

This ‘10-K405’ Filing		Date		Other Filings
		3/15/03		None on these Dates
		9/15/00
Corrected on:		3/29/00
Filed on:		3/24/00
		3/15/00
For Period End:		12/26/99
				List all Filings

14 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Hasbro, Inc.                      10-K       12/31/23  138:20M
11/01/23  Hasbro, Inc.                      10-Q       10/01/23   91:9.7M
 8/04/23  Hasbro, Inc.                      10-Q        7/02/23   91:9.2M
 5/03/23  Hasbro, Inc.                      10-Q        4/02/23   89:8.6M
 2/22/23  Hasbro, Inc.                      10-K       12/25/22  132:20M
10/26/22  Hasbro, Inc.                      10-Q        9/25/22   85:9.9M
 7/26/22  Hasbro, Inc.                      10-Q        6/26/22   85:9.9M
 4/27/22  Hasbro, Inc.                      10-Q        3/27/22   93:9M
 2/23/22  Hasbro, Inc.                      10-K       12/26/21  139:29M
10/27/21  Hasbro, Inc.                      10-Q        9/26/21   97:10M
 7/28/21  Hasbro, Inc.                      10-Q        6/27/21  102:10M
 4/29/21  Hasbro, Inc.                      10-Q        3/28/21   94:15M
 2/24/21  Hasbro, Inc.                      10-K       12/27/20  136:35M
11/04/20  Hasbro, Inc.                      10-Q        9/27/20   92:10M