Exhibit 1.2
HASBRO, INC.
(the "Company")
Senior Debt Securities
TERMS AGREEMENT
July 14, 1998
Hasbro, Inc.
000 Xxxxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx,
Senior Vice President & Treasurer
Ladies and Gentlemen:
On behalf of the several Underwriters named in Schedule A hereto
and for their respective accounts, we offer to purchase, on and subject to
the terms and conditions of the Underwriting Agreement dated as of July 14,
1998 (the "Underwriting Agreement"), the following securities (the
"Securities") on the following terms:
A. TITLE: 6.15% Notes Due 2008 (the "Notes").
PRINCIPAL AMOUNT: $150,000,000.
RANK: Senior.
CONVERTIBILITY: None.
INTEREST: 6.15% per annum, from July 17, 1998, payable semi-
annually on January 15 and July 15, commencing January 15, 1999, to
holders of record on the preceding January 1 or July 1, as the case
may be.
MATURITY: July 15, 2008.
OPTIONAL REDEMPTION: None.
SINKING FUND: None.
DELAYED DELIVERY CONTRACTS: None.
PRICE TO UNDERWRITERS: 99.106% of principal amount, plus accrued
interest, if any, from July 17, 1998.
PRICE TO PUBLIC: 99.756% of principal amount, plus accrued
interest, if any, from July 17, 1998, subject to change by the
undersigned after the public offering of the Securities.
B. TITLE: 6.60% Debentures Due 2028 (the "Debentures").
PRINCIPAL AMOUNT: $150,000,000.
RANK: Senior.
CONVERTIBILITY: None.
INTEREST: 6.60% per annum, from July 17, 1998, payable semi-
annually on January 15 and July 15, commencing January 15, 1999, to
holders of record on the preceding January 1 or July 1, as the case
may be.
MATURITY: July 15, 2028.
OPTIONAL REDEMPTION: None.
SINKING FUND: None.
DELAYED DELIVERY CONTRACTS: None.
PRICE TO UNDERWRITERS: 98.916% of principal amount, plus accrued
interest, if any, from July 17, 1998.
PRICE TO PUBLIC: 99.791% of principal amount, plus accrued
interest, if any, from July 17, 1998, subject to change by the
undersigned after the initial public offering of the Securities.
C. CLOSING: The Closing Date shall be at 10:00 a.m. on July 17,
1998, subject to change as permitted by the Underwriting Agreement.
The closing of the purchase and sale of the Securities shall take
place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and payment by the
Underwriters for the Securities at the closing shall be in New York
Clearing House (next day) funds.
D. NAME AND ADDRESS OF REPRESENTATIVES:
Bear, Xxxxxxx & Co. Inc.
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated
as Representatives of the Underwriters
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated
herein by reference.
The Securities will be made available in book-entry form through
the book-entry facilities of The Depositary Trust Company in New York, New
York on or prior to the Closing Date.
This Terms Agreement may be executed in multiple counterparts.
All signatures need not be on the same counterpart.
Please signify your acceptance of our offer by signing the
enclosed response to us in the space provided and returning it to us.
Very truly yours,
BEAR, XXXXXXX & CO. INC.
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED,
as Representatives of the several
Underwriters
By: BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxxxx X'Xxxxx
-------------------------------
Name: Xxxxxxx X'Xxxxx
Title: Senior Managing Director
Accepted as of the above date:
HASBRO, INC.
By: /s/ Xxxx X. X'Xxxxx
------------------------------------
Name: Xxxx X. X'Xxxxx
Title: Executive Vice President
and Chief Financial Officer
SCHEDULE A
Principal Amount Principal Amount
Underwriter of Notes of Debentures
----------- ---------------- ----------------
(in thousands)
Bear, Xxxxxxx & Co. Inc. . . . . . $ 112,500 $ 112,500
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated . . . . . . 37,500 37,500
----------- -----------
TOTAL . . . . . . . . . . . . $ 150,000,000 $ 150,000,000
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