Message #33 From:
NewsBot Date: January 4, 2007 01:10:00 PM
HAS News Hasbro, Inc. Announces Conversion Right of Holders of Its Senior Convertible Debentures
PAWTUCKET, R.I.--(BUSINESS WIRE)--Hasbro, Inc. (the "Company") (NYSE: HAS) announced today that, as a
result of the Company’s common stock (the “Common
Stock”) closing above $23.76 per share for at
least twenty trading days in the last thirty trading days of the fourth
quarter of 2006, holders of the Company's 2.75% Convertible Senior
Debentures due 2021 (the “Debentures”),
may elect to convert their Debentures into shares of Common Stock during
the calendar quarter beginning January 1, 2007 and ending March 31, 2007.
Holders currently have the right to convert their Debentures into Hasbro
Common Stock at the rate of 46.2963 shares per each $1,000.00 of
principal amount of Debentures. The Debentures can only be converted in
increments of $1,000.00. Holders will receive a cash payment in lieu of
any fractional shares. This right will be in effect until March 31,
2007. Should Hasbro’s Common Stock close at or
above 110% of the then accreted conversion price (110% of the accreted
conversion price is currently $23.76 per share), on at least 20 of the
last 30 trading days in the first calendar quarter of 2007, or in any
subsequent calendar quarters, the right of Holders to convert their
Debentures into shares of the Company’s Common
Stock would be in effect for the immediately following calendar quarter.
Holders will receive notice from The Bank of Nova Scotia Trust Company
of New York (the “Conversion Agent”)
informing them of the procedure to follow if they wish to convert any of
their Debentures. Information can also be obtained by contacting The
Bank of Nova Scotia Trust Company of New York at One Liberty Plaza, New
York, NY 10006, Attention: Corporate Trust Administration, Phone: (212)
225-5427.
Although the Company does not currently have the right to call the
Debentures for redemption, the Company will have this right if the
closing price of the Common Stock exceeds 125% of the then accreted
conversion price (125% of the accreted conversion price is currently
$27.00) for at least twenty trading days in any thirty trading day
period. If the Company calls the Debentures it must mail notice to the
holders at least thirty, but not more than sixty, days in advance of the
proposed redemption date. During the period from the giving of this
notice to the proposed redemption date the Holders will have the right
to convert their Debentures into shares of Common Stock (at a current
ratio of 46.2963 shares of stock per $1,000.00 of principal amount).
The Company will evaluate the potential cost and benefit of calling the
Debentures if this right arises, but has yet to make a determination as
to whether this would be to the benefit of the Company and its
shareholders. The contents of this press release are qualified in their
entirety by the terms of the Debentures as they are sent forth in an
Indenture and in the form of Debenture.
Hasbro is a worldwide leader in children's and family leisure time
entertainment products and services, including the design, manufacture
and marketing of games and toys ranging from traditional to high-tech.
Both internationally and in the U.S., its PLAYSKOOL, TONKA, MILTON
BRADLEY, PARKER BROTHERS, TIGER, and WIZARDS OF THE COAST brands and
products provide the highest quality and most recognizable play
experiences in the world.
Certain statements contained in this release contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include thoughts as to whether
calling the Debentures for redemption might be in the best interests of
the Company and its shareholders, and may be identified by the use of
forward-looking words or phrases such as "anticipate," "believe,"
"could," "expect," "intend," "look forward," "may," "planned,"
"potential," "should," "will" and "would." Such forward-looking
statements are inherently subject to known and unknown risks and
uncertainties. The Company's actual actions or results may differ
materially from those expected or anticipated in the forward-looking
statements. Specific factors that might cause such a difference include,
but are not limited to: the Company's available funds and alternate uses
of such funds, ability to manufacture, source and ship new and
continuing products on a timely basis and the acceptance of those
products by customers and consumers at prices that will be sufficient to
profitably recover development, manufacturing, marketing, royalty and
other costs of products; economic and public health conditions in the
various markets in which the Company and its customers and suppliers
operate throughout the world, including factors which impact the retail
market or consumer demand, the Company's ability to manufacture and
deliver products, higher fuel and other commodity prices, higher
transportation costs and potential transportation delays, currency
fluctuations and government regulation; the concentration of the
Company's customers; the inventory policies of retailers, including the
concentration of the Company's revenues in the second half and fourth
quarter of the year, together with increased reliance by retailers on
quick response inventory management techniques, which increases the risk
of underproduction of popular items, overproduction of less popular
items and failure to achieve tight and compressed shipping schedules;
work stoppages, slowdowns or strikes, which may impact the Company's
ability to manufacture or deliver product; the bankruptcy or other lack
of success of one of the Company's significant retailers which could
negatively impact the Company's revenues or bad debt exposure; the
impact of competition on revenues, margins and other aspects of the
Company's business, including the ability to secure, maintain and renew
popular licenses and the ability to attract and retain talented
employees in a competitive environment; market conditions, third party
actions or approvals and the impact of competition that could delay or
increase the cost of implementation of the Company's consolidation
programs or alter the Company's actions and reduce actual results; the
risk that anticipated benefits of acquisitions may not occur or be
delayed or reduced in their realization; and other risks and
uncertainties as may be detailed from time to time in the Company's
public announcements and SEC filings. The Company undertakes no
obligation to make any revisions to the forward-looking statements
contained in this release or to update them to reflect events or
circumstances occurring after the date of this release.
