Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Number 333-83250
PROSPECTUS SUPPLEMENT
(To the Prospectus dated June 27, 2003)
$250,000,000
HASBRO, INC.
2.75% Convertible Senior Debentures due 2021
and
11,574,075 Shares of Common Stock Issuable
Upon Conversion of the Debentures
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This document supplements the Prospectus dated June 27, 2003 relating
to the resale of 2.75% Convertible Senior Debentures due 2021 of Hasbro, Inc.
(the "Debentures") and 11,574,075 shares of Common Stock of Hasbro, Inc.
issuable upon conversion of the Debentures by the holders thereof.
This Prospectus Supplement is incorporated by reference into, and
should be read in conjunction with, the Prospectus dated June 27, 2003.
This Prospectus Supplement is filed to reflect a change in the
principal amount of Debentures owned by certain selling securityholders named in
the Prospectus dated June 27, 2003. For each of the selling securityholders
named below, the entry corresponding to such securityholder in the selling
securityholder table located at pages 45 through 48 in the Prospectus dated June
27, 2003 is revised as follows:
Principal
Amount of
Debentures
Owned Before Percentage
The Offering of Number of Shares of Percentage of
and That Debentures Common Stock That Common Stock
Name May Be Sold Outstanding May Be Sold (1) Outstanding (2)
----- ----------- ----------- --------------- ---------------
Argent Classic Convertible Arbitrage
Fund (Bermuda) Ltd............... $4,100,000 1.64% 189,814 *
Argent Classic Convertible Arbitrage
Fund L.P......................... $400,000 * 18,518 *
Argent LowLev Convertible Arbitrage
Fund LLC......................... $500,000 * 23,148 *
Argent LowLev Convertible Arbitrage
Fund Ltd......................... $2,600,000 1.04% 120,370 *
Principal
Amount of
Debentures
Owned Before Percentage
The Offering of Number of Shares of Percentage of
and That Debentures Common Stock That Common Stock
Name May Be Sold Outstanding May Be Sold (1) Outstanding (2)
----- ----------- ----------- --------------- ---------------
Lyxor Master Fund Ref:
Argent/LowLev CB ................... $700,000 * 32,407 *
Unknown (7)......................... $11,790,000 4.72% 545,833 *
---------------
* Less than 1%.
(1) Assumes conversion of all of the holder's debentures at a conversion rate
of 46.2963 shares of common stock per $1,000 principal amount of
debentures. However, this conversion rate will be subject to adjustment as
described under "Description of Debentures - Conversion Rights." As a
result, the number of shares of common stock issuable upon conversion of
the debentures may increase or decrease in the future.
(2) Calculated based on 173,654,447 shares of common stock outstanding as of
June 25, 2003. In calculating this amount, we treated as outstanding that
number of shares of common stock issuable upon conversion of all of a
particular holder's debentures. However, we did not assume the conversion
of any other holder's debentures.
(7) The name "Unknown" represents the remaining selling securityholders for
whom we have not received a completed questionnaire. We are unable to
provide the names of these securityholders because the debentures held by
these securityholders are currently evidenced by a global note which has
been deposited with DTC and registered in the name of Cede & Co. as DTC's
nominee.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is August 5, 2003.