SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

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

Previous ‘SC 13D’:  ‘SC 13D/A’ on 4/20/94   ·   Next:  ‘SC 13D/A’ on 9/2/94   ·   Latest:  ‘SC 13D/A’ on 10/21/96

Magnifying glass tilted right emoji
 
  in    Show  and   Hints

  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
 
11st Page   -   Filing Submission
"Note
5Item 7. MATERIAL TO BE FILED AS EXHIBITS (A single asterisk denotes that document has been previously filed.)
SC 13D1st “Page” of 13TOCTopPreviousNextBottomJust 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 13D2nd “Page” of 13TOC1stPreviousNextBottomJust 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 13D3rd “Page” of 13TOC1stPreviousNextBottomJust 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 13D4th “Page” of 13TOC1stPreviousNextBottomJust 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 13D5th “Page” of 13TOC1stPreviousNextBottomJust 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
SC 13D6th “Page” of 13TOC1stPreviousNextBottomJust 6th
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
SC 13D7th “Page” of 13TOC1stPreviousNextBottomJust 7th
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
SC 13D8th “Page” of 13TOC1stPreviousNextBottomJust 8th
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
SC 13D9th “Page” of 13TOC1stPreviousNextBottomJust 9th
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
SC 13D10th “Page” of 13TOC1stPreviousNextBottomJust 10th
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
SC 13D11th “Page” of 13TOC1stPreviousNextBottomJust 11th
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
SC 13D12th “Page” of 13TOC1stPreviousNextBottomJust 12th
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.
SC 13DLast “Page” of 13TOC1stPreviousNextBottomJust 13th
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

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D’ Filing    Date First  Last      Other Filings
3/31/985S-8,  S-8 POS
Filed on:6/24/94
6/23/9413
6/22/9469
6/7/9415
4/29/945
3/31/94510-Q
5/17/935
12/7/925
6/29/925
3/16/925
2/28/925
 List all Filings 
Top
Filing Submission 0000736157-94-000018   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2020 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Sep. 24, 6:18:00.0pm ET