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Time Warner Companies Inc – ‘SC 13D’ on 6/24/94 re: Hasbro Inc

On: Friday, 6/24/94, at 4:37pm ET · Accession #: 736157-94-18 · File #: 5-10535

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

 6/24/94  Time Warner Companies Inc         SC 13D                 1:37K  Hasbro Inc

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D Hasbro W/ Cover Ltr                      20±    71K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) MATERIAL TO BE FILED AS EXHIBITS (A single asterisk denotes that document has been previously filed.) Note
1	1st Page - Filing Submission
"	Note
5	Item 7. MATERIAL TO BE FILED AS EXHIBITS (A single asterisk denotes that document has been previously filed.)

SC 13D 1st “Page” of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                 UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
               Washington D.C. 20549

                SCHEDULE 13D

               Under the Securities Exchange Act of 1934
                    (Amendment No. 8)*

                      HASBRO, INC.
                    (Name of Issuer)

                  Common Stock, par value $.50 per share
                        (Title of Class of Securities)

                     418 056 107
                    (CUSIP Number)

  Peter R. Haje, Esq., General Counsel
Time Warner Inc.                  
75 Rockefeller Plaza              
       New York, New York 10019   (212) 484-8000
(Name, Address and Telephone Number of Person Authorized to     
Receive Notice and Communications)                            

June 7, 1994      
(Date of Event which Requires Filing of this Statement)         

If the filing person has previously filed a statement on Schedule               
13G to report the acquisition which is the subject of this                      
Schedule 13D, and is filing this schedule because of Rule 13d-                  
1(b)(3) or (4), check the following box //.                                     

Check the following box if a fee is being paid with the statement               
//. (A fee is not required only if the reporting person: (1) has                
a previous statement on file reporting beneficial ownership of                  
more than five percent of the class of securities described in                  
Item 1; and (2) has filed no amendment subsequent thereto                       
reporting beneficial ownership of five percent or less of such                  
class.) (See Rule 13d-7.)                                                       

Note:  Six copies of this statement including all exhibits,                     
should be filed with the Commission.  See Rule 13d-1(a) for the                 
other parties to whom copies are to be sent.                                    

*The remainder of this cover page shall be filled out for a                     
reporting person's initial filing on this form with respect to                  
the subject class of securities, and for any subsequent amendment               
containing information which would alter disclosures provided in                
a prior cover page.                                                             

The information required on the remainder of this cover page                    
shall not be deemed to be "filed" for the purpose of Section 18                 
of the Securities Exchange Act of 1934 ("Act") or otherwise                     
subject to the liabilities of that section of the Act but shall                 
be subject to all other provisions of the Act (however, see the                 
Notes).                                                                         

SC 13D 2nd “Page” of 13 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D    

CUSIP No. 418 056 107    Page  2 of 23 Pages                                    

1  NAME OF REPORTING PERSON                                                     
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         
TIME WARNER INC.            IRS. No.: 13-1388520                          

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  a//                       
                               b//

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS*                                                             
NOT APPLICABLE                                                            

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEMS 2(d) or 2(e)  //                                        

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
DELAWARE                                                                  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH                                     
REPORTING PERSON WITH                                                           

7  SOLE VOTING POWER                                                            

8  SHARED VOTING POWER                                                          
12,057,651                                                                

9  SOLE DISPOSITIVE POWER                                                       

10 SHARED DISPOSITIVE POWER                                                     
12,057,651                                                                

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                      
12,057,651                                                                

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                       
CERTAIN SHARES*         //                                                

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
13.6%                                                                     

14 TYPE OF REPORTING PERSON*                                                    
CO                                                                        
             *SEE INSTRUCTIONS BEFORE FILLING OUT!
      INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
             (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
                SIGNATURE ATTESTATION.

SC 13D 3rd “Page” of 13 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D  

CUSIP No.  418 056 107   Page 3 of 23 Pages                                     

1  NAME OF REPORTING PERSON                                                     
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         
WARNER COMMUNICATIONS INC.       IRS No.: 13-2696809                      

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   a//                      
                                 b//

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS*                                                             
NOT APPLICABLE                                                            

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEMS 2(d) or 2(e)   //                                       

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
DELAWARE                                                                  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH                                     
REPORTING PERSON WITH                                                           

7  SOLE VOTING POWER                                                            

8  SHARED VOTING POWER                                                          
12,057,651                                                                

9  SOLE DISPOSITIVE POWER                                                       

10 SHARED DISPOSITIVE POWER                                                     
12,057,651                                                                

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                      
12,057,651                                                                

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                       
CERTAIN SHARES*         //                                                

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
13.6%                                                                     

14 TYPE OF REPORTING PERSON*                                                    
CO                                                                        
         *SEE INSTRUCTIONS BEFORE FILLING OUT!
        INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
             (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
              SIGNATURE ATTESTATION.

SC 13D 4th “Page” of 13 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D  

CUSIP No.  418 056 107   Page 4 of 23 Pages                                     

1  NAME OF REPORTING PERSON                                                     
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         
TWI VENTURES LTD.          IRS No.: 51-0342126                            

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   a//                      
                                 b//

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS*                                                             
NOT APPLICABLE                                                            

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEMS 2(d) or 2(e)   //                                       

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
DELAWARE                                                                  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH                                     
REPORTING PERSON WITH                                                           

7  SOLE VOTING POWER                                                            

8  SHARED VOTING POWER                                                          
12,057,651                                                                

9  SOLE DISPOSITIVE POWER                                                       

10 SHARED DISPOSITIVE POWER                                                     
12,057,651                                                                

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                      
12,057,651                                                                

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                       
CERTAIN SHARES*   //                                                      

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
13.6%                                                                     

14 TYPE OF REPORTING PERSON*                                                    
CO                                                                        

     *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.

SC 13D 5th “Page” of 13 TOC 1st Previous Next ↓Bottom Just 5th
The Schedule 13D of Time Warner Inc.                          
corporation ("Time Warner"), Warner Communications Inc., a                      
Delaware corporation ("WCI") and TWI Ventures Ltd., a Delaware                  
corporation ("TWI Ltd."), (collectively, the "Reporting                         
Persons"), relating to the Common Stock of Hasbro, Inc. is hereby               
amended and restated in its entirety as set forth below.                        
Pursuant to Rule 13D-1(f) under the Securities Exchange Act of                  
1934, the Reporting Persons have agreed to file one statement                   
with respect to their ownership of Common Stock of the Issuer.                  
The joint Schedule 13D of the Reporting Persons, as amended and                 
restated, is hereinafter referred to as the "Statement."                        

The Statement is being filed solely to record the           
intercompany transfer of the shares of the Common Stock of                      
Hasbro, Inc. previously owned of record by WCI to its wholly-                   
owned subsidiary TWI Ltd., and to facilitate future filings under               
the Electronic Data Gathering, Analysis and Retrieval System of                 
the Securities and Exchange Commission.                                         

Item 1.   SECURITY AND ISSUER.                                                  
The Statement relates to the Common Stock, $.50 par         
value ("Hasbro Common Stock"), of Hasbro, Inc. (the "Issuer" or                 
"Hasbro"), a Rhode Island corporation, whose principal executive                
offices are located at 1027 Newport Avenue, Pawtucket, Rhode                    
Island 02861.                                                                   

Item 2.   IDENTITY AND BACKGROUND.                                              
This Statement is being filed by Time Warner Inc.           
("Time Warner"), a Delaware corporation, having its principal                   
executive offices at 75 Rockefeller Plaza, New York, New York                   
10019, Warner Communications Inc. ("WCI"), a Delaware                           
corporation, having its principal office at 75 Rockefeller Plaza,               
New York, New York 10019 and TWI Ventures Ltd. ("TWI Ltd."), a                  
Delaware corporation, having its principal office at 3514                       
Silverside Road, Suite 11, Wilmington, DE 19810.   WCI is a                     
direct wholly-owned subsidiary of Time Warner and TWI Ltd.                      
is a direct wholly-owned subsidiary of WCI.                                     

Time Warner is the largest media and entertainment          
company in the world.  Its businesses are carried on in three                   
principal groups:  Publishing, Music and Entertainment.  The                    
Publishing group consists principally of the publication and                    
distribution of magazines and books; the Music group consists                   
principally of the production and distribution of recorded music                
and the ownership and administration of music copyrights; and the               
Entertainment group consists principally of the production and                  
distribution of motion pictures and television programming, the                 
distribution of video cassettes, the ownership and operation of                 
retail stores and theme parks, the production and distribution of               
pay television and cable programming, and the operation of cable                
television systems.  These businesses are conducted throughout                  
the world through numerous wholly-owned, and in certain cases                   
less than wholly-owned, subsidiaries and affiliates.  Time Warner               
Entertainment Company, L.P. ("TWE"), a Delaware limited                         
partnership, conducts substantially all of the Entertainment                    
group businesses of Time Warner.  Subsidiaries of Time Warner are               
the general partners of TWE and collectively own 63.27% pro rata                
priority capital and residual equity interests in TWE, a                        
subsidiary of US WEST Inc. owns 25.51%, and subsidiaries of                     
ITOCHU Corporation and Toshiba Corporation each own 5.61%.                      

The business of WCI (other than its indirect interest       
in TWE) primarily consists of substantially all of the                          
vertically-integrated worldwide recorded music and music                        
publishing businesses of Time Warner conducted under the umbrella               
name Warner Music Group.  TWI Ltd. is a subsidiary of WCI and                   
holds a portfolio of investments.                                               

The name, business address, present principal               
occupation or employment (and the name, principal business and                  
address of any corporation or other organization in which such                  
employment is conducted) of each director and executive officer                 
of the Reporting Persons is set forth in Annexes A, B and C                     
hereto and is incorporated herein by reference.                                 

None of the Reporting Persons nor, to the best              
knowledge of the Reporting Persons, any of the persons listed in                
Annexes A, B or C hereto has been convicted during the last five                
years in a criminal proceeding (excluding traffic violations or                 
similar misdemeanors) or was a party to a civil proceeding of a                 
judicial or administrative body of competent jurisdiction as a                  
result of which any such corporation or person was or is subject                
to a judgment, decree or final order enjoining future violations                
of, or prohibiting or mandating activities subject to, Federal or               
state securities laws or finding any violation with respect to                  
such laws.                                                                      

Each of the persons listed in Annexes A, B and C hereto     
is a United States citizen.                                                     

Item 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    
On May 17, 1983, pursuant to a Purchase Agreement dated     
March 8, 1983 (the "Purchase Agreement") among Hasbro, WCI and                  
Knickerbocker Toy Co., Inc., a Delaware corporation and wholly-                 
owned subsidiary of WCI (currently named NJT Inc. and referred to               
herein as "Knickerbocker"), WCI acquired 853,450 shares of Hasbro               
Common Stock, 40,000 shares of Hasbro's 5% Non-Voting Cumulative                
Preference Stock, Series A (the "Preference Stock"), and a                      
Warrant exercisable until May 17, 1989 to purchase (subject to                  
adjustment) 375,000 shares of Hasbro Common Stock (the                          
"Warrants").  Such securities were purchased for an aggregate                   
purchase price of $21,991,416.67, payable $15,697,223.17 in cash                
and $6,294,193.50 in inventory transferred to Hasbro from                       
Knickerbocker.  The inventory was valued at such amount by                      
agreement of WCI and Hasbro and the cash portion of the purchase                
price was funded from working capital of WCI.                                   

Also on May 17, 1983, pursuant to a Stock Purchase          
Agreement dated March 8, 1983 between WCI and certain                           
shareholders of Hasbro (the "Stock Purchase Agreement"), WCI                    
purchased from certain of Hasbro's shareholders 750,000 shares of               
Hasbro Common Stock for an aggregate cash purchase price of                     
$14,500,000 funded from working capital of WCI.  Such shares were               
purchased from the persons listed in Schedule 1 to the Stock                    
Purchase Agreement, as previously filed.                                        

By reason of a three-for-two stock split on the Hasbro      
Common Stock in August 1983 and a five-for-two stock split on the               
Hasbro Common Stock in January 1985, WCI received an aggregate                  
additional 4,409,487 shares, and at such time held 6,012,937                    
shares of Hasbro Common Stock and the Warrant, which represented                
the right to purchase 1,406,250 shares of Hasbro Common Stock at                
an exercise price of $7.1111 a share.  (All subsequent references               
herein to shares of Hasbro Common Stock and to the Warrant                      
reflect the prior stock splits on the Hasbro Common Stock).                     

On December 1, 1985, pursuant to an Exchange Agreement,     
Hasbro issued to WCI its subordinated promissory note due March                 
31, 1998 in the principal amount of $3,500,000 (the "Note") in                  
exchange for the 40,000 shares of Preference Stock held by WCI.                 
On the same date, the parties entered into Amendment No. 1 to the               
Shareholder Rights Agreement (discussed in Item 6 below) to                     
provide, among other things, that the restrictions on transfers                 
and the right of first refusal thereunder with respect to shares                
of Preference Stock be made applicable to the Note.                             

On May 5, 1989, pursuant to the Warrant Agreement dated     
May 17, 1983 between WCI and Hasbro (the "Warrant Agreement"),                  
WCI, Time Warner Investors Inc., a wholly-owned subsidiary of WCI               
("Investors") and Hasbro entered into Amendment No. 1 to the                    
Warrant Agreement to extend the expiration date of the Warrants                 
from May 17, 1989 to July 17, 1989 and to reflect the adjustments               
theretofore made pursuant to the Warrant Agreement to the number,               
purchase price and conversion ratio of the Warrants from 375,000                
shares of Common Stock at $26.66-2/3 per share to 2,812,500                     
shares of Common Stock at $3.56 per share as a result of three                  
stock splits (namely the 1983 three-for-two stock split, the 1985               
five-for-two stock split, and the 1986 two-for-one stock split)                 
declared and paid by Hasbro in the form of stock dividends since                
the original issue date of the Warrants.                                        

Subsequently, on July 11, 1989, Investors elected to        
exercise 2,812,500 Warrants to purchase 2,812,500 shares of                     
Hasbro Common Stock pursuant to the terms of the Warrant                        
Agreement.  The shares of Hasbro Common Stock that were held in                 
the voting trust established under the terms of the Stock                       
Purchase Agreement were purchased for an aggregate purchase price               
of $10,012,500, which was funded from working capital of                        
Investors.                                                                      

Item 4.   PURPOSE OF TRANSACTION.                                               
WCI originally acquired the Hasbro securities as part       
of a plan to cease Knickerbocker's operations, dispose of its                   
inventory, to liquidate Knickerbocker and to acquire an                         
investment in Hasbro.                                                           

On May 5, 1986, WCI transferred the Hasbro securities       
held by it to its wholly-owned subsidiary Investors in connection               
with WCI's decision to transfer the ownership of certain                        
portfolio investments to a Delaware subsidiary.                                 

On February 28, 1992, Investors transferred the Hasbro      
securities held by it to its wholly-owned subsidiary TW                         
Investment Corp. ("TW Corp".) and, on June 29, 1992, TW Corp. was               
merged with and into WCI, with WCI becoming the surviving                       
corporation.                                                                    

On December 7, 1992, Time Warner offered through            
Merrill Lynch & Co. ("Merrill Lynch") $1,651,494,000 Time Warner                
Liquid Yield Option (trademark symbol) Notes (LYONS (trademark                  
symbol)) due 2012 that are exchangeable at the option of the                    
holders of such LYONS for substantially all of the Hasbro Common                
Stock held by TWI Ltd. and beneficially owned by Time Warner and                
WCI.  Under the terms of the offering, Time Warner may elect to                 
deliver cash in lieu of Hasbro Common Stock to any holder of                    
LYONS who elects to exchange LYONS for Hasbro Common Stock and                  
Time Warner retains the ability to dispose of its Hasbro Common                 
Stock.  Nevertheless, Time Warner, WCI and TWI Ltd. currently                   
intend to retain that number of shares of Hasbro Common Stock                   
into which the LYONS are exchangeable.                                          

On June 7, 1994, the Hasbro securities previously held      
of record by WCI were transferred to its wholly-owned subsidiary                
TWI Ltd. in connection with WCI's decision to transfer the                      
ownership of certain portfolio investments to a Delaware                        
subsidiary.                                                                     

Other than as described above, neither Time Warner, WCI     
nor TWI Ltd. has any current plans or proposals that relate to or               
would result in (i) the acquisition or disposition of securities                
of Hasbro; (ii) an extraordinary corporate transaction, such as a               
merger, reorganization or liquidation, involving Hasbro or any of               
its subsidiaries; (iii) a sale or transfer of a material amount                 
of assets of Hasbro or any of its subsidiaries; (iv) any change                 
in the present board of directors or management of Hasbro,                      
including any current plans or proposals to change the number or                
term of directors or to fill any existing vacancies on the board                
of directors of Hasbro; (v) any material change in the present                  
capitalization or dividend policy of Hasbro; (vi) any other                     
material change in Hasbro's business or corporate structure;                    
(vii) changes in Hasbro's charter, by-laws or instruments                       
corresponding thereto or other actions which may impede the                     
acquisition of control of Hasbro by any person; (viii) causing a                
class of securities of Hasbro to be delisted from a national                    
securities exchange or to cease to be authorized to be quoted in                
an inter-dealer quotation system of a registered national                       
securities association; (ix) causing a class of equity securities               
of Hasbro to become eligible for termination of registration                    
pursuant to Section 12(g) (4) of the Securities Exchange Act of                 
1934, as amended; or (x) any action similar to any of those                     
enumerated in clauses (i) through (ix) of this sentence.                        

Item 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 
On April 10, 1985, WCI received an aggregate of             
approximately $32,310,000 (or $26.925 per share of Hasbro Common                
Stock) in respect of an offering underwritten by Drexel Burnham                 
Lambert Incorporated ("Drexel"), Bear, Stearns & Co. and Paine                  
Webber Incorporated of $60,000,000 principal amount of 7-3/4%                   
Senior Convertible Debentures and 2,250,000 shares of Hasbro                    
Common Stock, 1,200,000 of which were offered and sold by WCI.                  

On May 27, 1986, Investors sold to Drexel and Bear,         
Stearns & Co., as principals, 1,200,000 shares of Hasbro Common                 
Stock for approximately $57,000,000 (or $47.50 per share of                     
Hasbro Common Stock).                                                           

On May 5, 1989, WCI, Investors and Hasbro entered into      
Amendment No. 1 to the Warrant Agreement to extend the expiration               
date of the Warrants to July 17, 1989 and to reflect the                        
adjustments theretofore made to the number, purchase price and                  
conversion ratio of the Warrants from 375,000 shares of Common                  
Stock at $26.66-2/3 per share of 2,812,500 shares of Common Stock               
at $3.56 per share as a result of three stock splits (namely the                
1983 three-for-two stock split, the 1985 five-for-two stock                     
split, and the 1986 two-for-one stock split) declared and paid by               
Hasbro in the form of stock dividends since the original issue                  
date of the Warrants.                                                           

On July 11, 1989, Investors elected to exercise             
2,212,500 Warrants to purchase 2,812,500 shares of Hasbro Common                
Stock for an aggregate purchase price of $10,012,500 pursuant to                
the terms of the Warrant Agreement.                                             

On July 24, 1989, pursuant to a tender offer, Time          
Warner acquired a majority of the outstanding common stock of                   
WCI.  On January 10, 1990, a wholly-owned subsidiary of Time                    
Warner merged with and into WCI, which thereby became a wholly-                 
owned subsidiary of Time Warner.  As a result, Time Warner and                  
WCI were deemed to have shared power to direct the disposition of               
the Hasbro Common Stock then owned by Investors.                                

On May 17, 1990, the Voting Trust established pursuant      
to the terms of the Shareholders Rights Agreement expired and the               
voting trustees transferred to Investors the shares of Hasbro                   
Common Stock then held by them; the restrictions on such shares                 
expired on May 17, 1993, as described in Item 6 below.                          

On June 3, 1991, Investors sold 2,000,000 shares of         
Hasbro Common Stock in the open market for an aggregate net price               
of $59,250,000 (or $29.625 net per share of Hasbro Common Stock).               

On March 16, 1992, TW Corp. (which subsequently merged      
into WCI) received 4,019,187 shares of Hasbro Common Stock as a                 
result of a three-for-two stock split.                                          

According to Hasbro's Quarterly Report on Form 10-Q for     
the quarter ended March 31, 1994, there were outstanding as of                  
April 29, 1994,  88,051,294 shares of Hasbro Common Stock.  The                 
12,057,561 shares of Hasbro Common Stock held by TWI Ltd. and                   
beneficially owned by Time Warner and WCI constitute                            
approximately 13.6% of the outstanding Hasbro Common Stock.                     

Time Warner, WCI and TWI Ltd. have shared power to vote     
and dispose of the 12,057,651 shares of Hasbro Common Stock                     
registered in the name of TWI Ltd. and owned beneficially by Time               
Warner and WCI.                                                                 

Geoffrey W. Holmes, a Senior Vice President of Time         
Warner, holds 1,242 shares of Hasbro Common Stock as custodian                  
for the benefit of his two minor children.  Time Warner, WCI and                
TWI Ltd. have been informed by Mr. Holmes that such shares are                  
held for investment purposes.                                                   

Except as described herein, neither Time Warner, WCI        
nor TWI Ltd. is aware of any beneficial ownership of, or any                    
transaction within 60 days before the filing of this Statement                  
in, any shares of Hasbro Common Stock by Time Warner, WCI, TWI                  
Ltd. or any person listed in Annexes A, B or C hereto.                          

Item 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR                            
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.     
Pursuant to a Shareholder Rights Agreement dated            
May 17, 1983 between WCI and Hasbro, as amended as of                           
December 1, 1985 (the "Shareholder Rights Agreement"), WCI and                  
Hasbro were granted certain rights and subjected to certain                     
obligations with respect to securities of Hasbro (including the                 
Note).  The Shareholder Rights Agreement expired on May 17, 1990,               
with the exception of certain restrictions on actions by Time                   
Warner, WCI and TWI Ltd. in connection with rights of first                     
refusal on the sale of Hasbro securities and the Note, which                    
restrictions terminated on May 17, 1993.                                        

Except as described in this Item 6, there are no            
contracts, arrangements, understandings or relationships (legal                 
or otherwise) on the part of Time Warner, WCI or TWI Ltd., or to                
the best of each of their knowledge, on the part of their                       
respective executive officers or directors or between such                      
persons and any persons with respect to the securities of Hasbro.               

Item 7.   MATERIAL TO BE FILED AS EXHIBITS                                      
(A single asterisk denotes that document has been             
previously filed.)                                          

Exhibit A*             Shareholder Rights Agreement dated                       
  May 17, 1983 between WCI and Hasbro.

Exhibit B*             Stock Purchase Agreement dated March 9,                  
       1983 between WCI and Certain Shareholders
     of Hasbro listed on Schedule 1 thereto.

Exhibit C*             Warrant Agreement dated May 17, 1983                     
between WCI and Hasbro.           

Exhibit D*             Joint Filing Agreement between WCI and                   
Emanuel Gerard.                   

Exhibit D*             Exchange Agreement dated as of December 1,               
1985 between WCI and Hasbro.      

Exhibit E*             Amendment No. 1 to Shareholder Rights                    
      Agreement dated December 1, 1985 between
WCI and Hasbro.                   

Exhibit F*             Joint Filing Agreement among WCI,                        
   Investors, Emanuel Gerard and Bert W.
Wasserman.                        

Exhibit G*             Amendment No. 1 to Warrant Agreement dated               
      December 1, 1985 between WCI and Hasbro.

Exhibit H*             Joint Filing Agreement among WCI,                        
Investors and Bert W. Wasserman.  

Exhibit I*             Joint Filing Agreement among Time Warner,                
   WCI, Investors and Bert W. Wasserman.

Exhibit J**            $3,500,000,000 Margin Loan Agreement dated               
as of July 14, 1989, among Time   
        Incorporated and Bankers Trust Company and
    Manufacturers Hanover Trust Company as
      Managing Agents - Administration and the
        Co-Agents and Various Lending Institutions
    (filed as Exhibit (b)(6) to the Tender
        Offer Statement on Schedule 14D-1 filed by
     Time Incorporated on June 16, 1989, and
        included in Amendment No. 12 thereto filed
on July 24, 1989).                

Exhibit K**            $2,850,000,000 Credit Agreement dated as                 
       of July 14, 1989, among Time Incorporated
and Bankers Trust Company and     
    Manufacturers Hanover Trust Company as
      Managing Agents - Administration and the
        Co-Agents and Various Lending Institutions
   (filed as Exhibit(b)(7) to the Tender
        Offer Statement on Schedule 14D-1 filed by
     Time Incorporated on June 16, 1989, and
        included in Amendment No. 12 thereto filed
on July 24, 1989).                

Exhibit L**            Senior Subordinated Loan Agreement dated                 
  July 24, 1989, among Shearson Lehman
        Hutton Holdings Inc., Merrill Lynch & Co.,
   Inc., and Time Incorporated (filed as
Exhibit(b)(10) to the Tender Offer
       Statement on Schedule 14D-1 filed by Time
Incorporated on June 16, 1989, and
        included in Amendment No. 13 thereto filed
on July 25, 1989).                

Exhibit M*             Joint Filing Agreement among Time Warner                 
Inc., WCI and Investors.          

Exhibit N*             Joint Filing Agreement among Time Warner,                
    WCI, Investors and TW Investment Corp.

Exhibit O*             Joint Filing Agreement among Time Warner                 
and WCI.                          

Exhibit P              Joint Filing Agreement among Time Warner                 
      Inc., Warner Communications Inc. and TWI
        Ventures Ltd. with respect to the Restated
Statement.                        

** Incorporated by reference                                                    

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SIGNATURE             

After reasonable inquiry and to the best of the             
knowledge and belief of the undersigned, the undersigned certify                
that the information set forth in this statement is true,                       
complete and correct.                                                           

Date:  June 22, 1994                 TIME WARNER INC.                           

               BY:_/s/ SPENCER B. HAYS
                      Name:  Spencer B. Hays
                     Title: Vice President

                  WARNER COMMUNICATIONS INC.

               BY:_/s/ SPENCER B. HAYS
                      Name:  Spencer B. Hays
                     Title: Vice President

         TWI VENTURES LTD.

               BY:_/s/ SPENCER B. HAYS
                      Name:  Spencer B. Hays
                     Title: Vice President

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JOINT FILING AGREEMENT            

Time Warner Inc., Warner Communications Inc. and TWI        
Ventures Ltd., each hereby agrees, in accordance with Rule 13d-                 
1(f) under the Securities Exchange Act of 1934 (the "Act"), as                  
amended, that the Restated Statement on Schedule 13D filed                      
herewith, and any amendments thereto, relating to the shares of                 
Common Stock, par value $.50 per share, of Hasbro, Inc., is, and                
will be, filed jointly on behalf of each such person.                           

Dated:  June 22, 1994               TIME WARNER INC.                            

               BY:_/s/ SPENCER B. HAYS
                     Name: Spencer B. Hays
                     Title: Vice President

                  WARNER COMMUNICATIONS INC.

               BY:_/s/ SPENCER B. HAYS
                     Name: Spencer B. Hays
                     Title: Vice President

         TWI VENTURES LTD.

               BY:_/s/ SPENCER B. HAYS
                     Name: Spencer B. Hays
                     Title: Vice President

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EXHIBIT INDEX             
(A single asterisk notes that the document          
has been previously filed.)             

EXHIBIT               DESCRIPTION                                               

A*                  Shareholder Rights Agreement                            
dated May 17, 1983 between WCI      
and Hasbro.                         

B*                  Stock Purchase Agreement dated March 9,                 
     1983 between WCI and Certain Shareholders
   of Hasbro listed on Schedule 1 thereto.

C*                  Warrant Agreement dated May 17, 1983                    
between WCI and Hasbro.             

D*                  Joint Filing Agreement between WCI and                  
Emanuel Gerard.                     

D*                  Exchange Agreement dated as of December 1,              
1985 between Hasbro and WCI.        

E*                  Amendment No. 1 to Shareholder Rights                   
    Agreement dated December 1, 1985 between
WCI and Hasbro.                     

F*                  Joint Filing Agreement among WCI,                       
 Investors, Emanuel Gerard and Bert W.
Wasserman.                          

G*                  Amendment No. 1 to Warrant Agreement dated              
    December 1, 1985 between WCI and Hasbro.

H*                  Joint Filing Agreement among WCI, Investors             
and Bert W. Wasserman.              

I*                  Joint Filing Agreement among Time Warner,               
 WCI, Investors and Bert W. Wasserman.

J**                 $3,500,000,000 Margin Loan Agreement dated              
as of July 14, 1989, among Time     
      Incorporated and Bankers Trust Company and
  Manufacturers Hanover Trust Company as
    Managing Agents - Administration and the
      Co-Agents and Various Lending Institutions
  (filed as Exhibit (b)(6) to the Tender
      Offer Statement on Schedule 14D-1 filed by
   Time Incorporated on June 16, 1989, and
      included in Amendment No. 12 thereto filed
on July 24, 1989).                  

K**                 $2,850,000,000 Credit Agreement dated as of             
      July 14, 1989, among Time Incorporated and
   Bankers Trust Company and Manufacturers
      Hanover Trust Company as Managing Agents -
Administration and the Co-Agents and
  Various Lending Institutions (filed as
       Exhibit(b)(7) to the Tender Offer Statement
on Schedule 14D-1 filed by Time     
       Incorporated on June 16, 1989, and included
     in Amendment No. 12 thereto filed on July
24, 1989).                          

L**                 Senior Subordinated Loan Agreement dated                
       July 24, 1989, among Shearson Lehman Hutton
     Holdings Inc., Merrill Lynch & Co., Inc.,
and Time Incorporated (filed as     
Exhibit(b)(10) to the Tender Offer  
     Statement on Schedule 14D-1 filed by Time
       Incorporated on June 16, 1989, and included
     in Amendment No. 13 thereto filed on July
25, 1989).                          

M*                  Joint Filing Agreement among Time Warner                
Inc., WCI and Investors.            

N*                  Joint Filing Agreement among Time Warner,               
  WCI, Investors and TW Investment Corp.

O*                  Joint Filing Agreement among Time Warner                
and WCI.                            

P                   Joint Filing Agreement among Time Warner                
    Inc., Warner Communications Inc. and TWI
   Ventures Ltd. with respect to the joint
filing of the Restated Statement on 
Schedule 13D and amendments thereto.

_____________________________                                                   
**Incorporated by reference                                                     

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                             EXHIBIT P

JOINT FILING AGREEMENT        

Time Warner Inc., Warner Communications Inc. and TWI        
Ventures Ltd., each hereby agrees, in accordance with Rule 13d-                 
1(f) under the Securities Exchange Act of 1934 (the "Act"), as                  
amended, that the Restated Statement on Schedule 13D filed                      
herewith, and any amendments thereto, relating to the shares of                 
Common Stock, par value $.50 per share, of Hasbro, Inc., is, and                
will be, filed jointly on behalf of each such person.                           

Dated:  June 22, 1994               TIME WARNER INC.                            

               BY:_/s/ SPENCER B. HAYS
                     Name: Spencer B. Hays
                     Title: Vice President

                  WARNER COMMUNICATIONS INC.

               BY:_/s/ SPENCER B. HAYS
                     Name: Spencer B. Hays
                     Title: Vice President

         TWI VENTURES LTD.

               BY:_/s/ SPENCER B. HAYS
                     Name: Spencer B. Hays
                     Title: Vice President

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ANNEX A     

The following is a list of the directors and executive                
officers of Time Warner Inc. ("Time Warner"), setting forth the                 
business address and present principal occupation or employment                 
(and the name, principal business and address of any corporation                
or organization in which such employment is conducted) of each                  
such person.  To the best knowledge of Time Warner, each person                 
is a citizen of the United States of America.                                   

                       Principal Occupation or
NAME                OFFICE              EMPLOYMENT AND ADDRESS                  

Merv Adelson        Director            Chairman,                               
                 East-West Capital
          Associates
                        11111 Santa Monica Blvd.
                      Los Angeles, CA  90025
                   (private investment
        company)

Timothy A.          Senior Vice         Senior Vice                             
Boggs               President           President                               
            Time Warner*
                          800 Connecticut Avenue, NW
         Suite 800
                    Washington, DC 20006

Lawrence B.         Director            Partner,                                
Buttenwieser                            Rosenman & Colin                        
                  575 Madison Avenue
                  New York, NY 10022
          (attorney)

Hugh F.             Director            Partner,                                
Culverhouse                             Culverhouse, Botts & Story              
                           1408 North West Shore Blvd.
                Tampa, FL  33607
          (attorney)

Edward S.           Director            Chairman,                               
Finkelstein                             Finkelstein Associates                  
Inc.                                    712 Fifth Avenue                        
                   New York, NY  10019
            (consulting)

Beverly Sills       Director            Chairman-Elect,                         
Greenough                               Lincoln Center for the                  
               Performing Arts
                     211 Central Park West
                  New York, NY 10024
               (entertainment)

David R. Haas       Senior Vice         Senior Vice President                   
President and       and Controller, Time
Controller          Warner*             

Peter R. Haje       Executive Vice      Executive Vice President,               
 President,          Secretary and General
 Secretary and       Counsel, Time Warner*
General Counsel                         

Carla A. Hills      Director            Chairman and Chief                      
                  Executive Officer,
               Hills & Company
               1200 Nineteenth
          Street, NW
                    Washington, DC 20036
                    (international trade
            consultants)

Geoffrey W.         Senior Vice         Senior Vice President,                  
Holmes              President           Time Warner*                            

Tod R. Hullin       Senior Vice         Senior Vice President                   
President           Time Warner*        

David T. Kearns     Director            Senior University Fellow,               
                  Harvard University
                        100 First Stamford Place
         Suite 402
                       Stamford, CT 06904-2340

Gerald M. Levin     Director,           Chairman, Chief                         
 Chairman,           Executive Officer and
   Chief Executive     President, Time Warner*
Officer and                             
President                               

Philip R.           Senior Vice         Senior Vice President,                  
Lochner, Jr.        President           Time Warner*                            

Henry Luce, III     Director            Chairman and Chief                      
                  Executive Officer,
                                The Henry Luce Foundation, Inc.,
                720 Fifth Avenue
                   New York, NY  10019
                    (private foundation)

Reuben Mark         Director            Chairman and Chief                      
                 Executive Officer
                         Colgate-Palmolive Company
               300 Park Avenue
                  New York, NY 10022

J. Richard          Director            Chairman of the                         
Munro                                   Executive Committee,                    
            Time Warner*

Richard D.          Director            Chairman and Chief                      
Parsons                                 Executive Officer,                      
                 Dime Savings Bank
                589 Fifth Avenue
                   New York, NY  10017
         (banking)

Donald S.           Director            Former Chairman,                        
Perkins                                 Jewel Companies Inc.                    
          Suite 2700
                        One First National Plaza
                  Chicago, IL  60603
           (retailing)

Raymond S.          Director            Financial Consultant and                
Troubh                                  Director of Various                     
         Companies
                    10 Rockefeller Plaza
                   New York, NY  10020
                      (financial consultant)

Bert W.             Executive Vice      Executive Vice President                
Wasserman           President and       and Chief Financial                     
 Chief Financial     Officer, Time Warner*
Officer                                 

Francis T.          Director            Former Commissioner of                  
Vincent, Jr.                            Major League Baseball                   
                  Culbro Corporation
                     387 Park Avenue South
                  New York, NY 10016

*The business address of Time Warner is 75 Rockefeller Plaza, New               
York, NY 10019                                                                  

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ANNEX B       

The following is a list of the directors and executive                
officers of Warner Communications Inc. ("WCI"), setting forth the               
business address and present principal occupation or employment                 
(and the name, principal business and address of any corporation                
or organization in which such employment is conducted) of each                  
such person.  To the best knowledge of WCI, each person is a                    
citizen of the United States of America.                                        

                       Principal Occupation or
NAME                OFFICE              EMPLOYMENT AND ADDRESS                  

David R. Haas       Senior Vice         Senior Vice President and               
    President           Controller, Time Warner*

Peter R. Haje       Director and        Executive Vice President,               
 Executive Vice      Secretary and General
 President           Counsel, Time Warner*

Geoffrey W.         Director            Senior Vice President,                  
Holmes                                  Time Warner*                            

Tod R. Hullin       Director            Senior Vice President,                  
            Time Warner*

Deane F.            Office of the       Office of the President,                
Johnson             President           Warner Communications                   
                        Inc., 1271 Avenue of the
                     Americas New York, NY
     10020

Gerald M.           Director,           Chairman, President and                 
Levin               President and       Chief Executive Officer,                
Chief Executive     Time Warner*        
Officer                                 

Bert W.             Director and        Executive Vice                          
Wasserman           Executive Vice      President                               
President           and Chief Financial 
                     Officer, Time Warner*

*The business address of Time Warner and WCI is 75 Rockefeller                  
Plaza, New York, NY 10019                                                       

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ANNEX C           

The following is a list of the directors and executive                
officers of TWI Ventures Ltd., setting forth the business address               
and present principal occupation or employment (and the name,                   
principal business and address of any corporation or organization               
in which such employment is conducted) of each such person.  To                 
the best knowledge of TWI Ventures Ltd., each person is a citizen               
of the United States of America.                                                

                       Principal Occupation or
NAME                OFFICE              EMPLOYMENT AND ADDRESS                  

Fred Anton          Director            Vice President, Warner                  
                  Music Group, Inc.*

David R. Haas       Senior Vice         Senior Vice President,                  
President and       and Controller, Time
Treasurer           Warner*             

Spencer B. Hays     Director and        Vice President, Time                    
Vice President      Warner              

Geoffrey W.         Director and        Senior Vice President,                  
Holmes              President           Time Warner,*                           

Stephen Kapner      Director and        Assistant Treasurer, Time               
Vice President      Warner*             

Margaret Pulgini    Director and        Assistant Vice President                
    Secretary           Wilmington Trust Company
                   Rodney Square North
                    Wilmington, DE 19801

Bert W. Wasserman   Executive Vice      Executive Vice President                
President           and Chief Financial 
                     Officer, Time Warner*

*The business address of Time Warner is 75 Rockefeller Plaza, New               
York, NY 10019.                                                                 

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FEDERAL EXPRESS                                                                 

             June 23, 1994

Securities and Exchange Commission                                              
Operations Center                                                               
6432 General Greenway                                                           
Alexandria, VA 22312                                                            

Re:  Time Warner Inc.                                                 
AMENDMENT NO. 8 TO SCHEDULE 13D RE: HASBRO, INC.            

Gentlemen:                                                                      

Pursuant to Item 901(d) of Regulation S-T, a paper printout           
of the electronic filing by Time Warner Inc., a Delaware                        
corporation ("Time Warner"), Warner Communications Inc., a                      
Delaware corporation ("WCI") and wholly-owned subsidiary of Time                
Warner and TWI Ventures Ltd., a Delaware corporation and a                      
wholly-owned subsidiary of WCI, of Amendment No. 8 to the amended               
and restated Schedule 13D (the "Statement") relating to shares of               
Common Stock, par value $.50 per share, of Hasbro, Inc., a Rhode                
Island corporation ("Hasbro") is hereby enclosed.                               

By copy of this letter, manually signed copies of the                 
Statement have been sent to Hasbro at its principal executive                   
office by express mail and to the American Stock Exchange.                      

                 Very truly yours,

cc: Hasbro, Inc.                                                                
American Stock Exchange

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	3/31/98	5		S-8, S-8 POS
Filed on:	6/24/94
	6/23/94	13
	6/22/94	6	9
	6/7/94	1	5
	4/29/94	5
	3/31/94	5		10-Q
	5/17/93	5
	12/7/92	5
	6/29/92	5
	3/16/92	5
	2/28/92	5
				List all Filings

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Filing Submission 0000736157-94-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Time Warner Companies Inc – ‘SC 13D’ on 6/24/94 re: Hasbro Inc

On: Friday, 6/24/94, at 4:37pm ET · Accession #: 736157-94-18 · File #: 5-10535

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents