UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 18, 2006
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HASBRO, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND 1-6682 05-0155090
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND 02862
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(Address of Principal Executive Offices) (Zip Code)
(401) 431-8697
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2006, Hasbro, Inc. (the "Company"), and its subsidiaries
Hasbro Receivables Funding, LLC (the "LLC") and Wizards of the Coast, Inc.
("WOTC"), entered into an amendment (the "Amendment") to the Receivables
Purchase Agreement, dated December 10, 2003 (as previously amended, the "RPA")
with CAFCO, LLC ("CAFCO"), Starbird Funding Corporation ("Starbird"), Citibank,
N.A., BNP Paribas acting through its New York Branch, and Citicorp North
America, Inc. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the RPA.
The RPA, and the related documents, provided a receivables securitization
facility pursuant to which the Company and WOTC could sell qualifying accounts
receivables to the LLC, and the LLC could in turn sell undivided interests in
such accounts receivable to CAFCO and Starbird. Prior to the Amendment the
securitization facility was scheduled to expire on December 18, 2006.
The Amendment extended the receivables facility under the RPA to December
1, 2011 (the "Extended Term"), provided that the facility remains subject to an
annual renewal process during the Extended Term, as was the case with the
facility prior to the Amendment.
Prior to the Amendment, the securitization facility allowed for the sale
of undivided interests in accounts receivables up to a maximum aggregate
outstanding amount of $250 million at any one time. Sales of interests in
receivables are subject not only to the maximum purchase limit, but are also
subject to compliance with certain reserve and other ratios which can decrease
the total purchase limit which can be utilized at any given time.
The Amendment provides for a maximum aggregate outstanding purchase limit
of $250 million from the first day of the February fiscal month to the last day
of the September fiscal month of each year. However, under the Amendment, the
maximum aggregate outstanding purchase limit for interests in receivables which
may be sold from the first day of the October fiscal month to the last day of
the January fiscal month is raised to $300 million, again subject to compliance
with reserve and other ratios.
The Amendment further provides that the Applicable Margin charged for
funding under the facility, which previously fluctuated up or down based solely
on the Company's debt rating, is now based on a level corresponding to the
Company's debt rating or a level corresponding to the Company's Debt to EBITDA
Ratio, whichever is more favorable to the Company.
Finally, the Amendment revised the computation of certain of the reserve
and other ratios, including the dilution reserve, required under the facility
in a manner which the Company believes will increase the Company's ability to
utilize the facility as a source of funding (subject, however, in all cases to
compliance with the maximum purchase limit on outstanding sales of receivables
described above).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HASBRO, INC.
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(Registrant)
Date: December 21, 2006 By: /s/ David D.R. Hargreaves
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David D. R. Hargreaves
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)