-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Suqlre6t4kqo8NtXNen4PN8p2UXxR1n125CysVSUpCAa/BYptpMM4LZCuB0ckzJe GdD2OCZF66NzSLEMmfmu1Q== 0000950172-98-000862.txt : 19980901 0000950172-98-000862.hdr.sgml : 19980901 ACCESSION NUMBER: 0000950172-98-000862 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980831 SROS: AMEX SROS: NASD GROUP MEMBERS: HASBRO INC GROUP MEMBERS: NEW HIAC CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROPROSE INC/DE CENTRAL INDEX KEY: 0000878197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521728656 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-41915 FILM NUMBER: 98701866 BUSINESS ADDRESS: STREET 1: 2490 MARINER SQ LOOP STE 100 CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5105223584 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRUM HOLOBYTE INC DATE OF NAME CHANGE: 19940228 FORMER COMPANY: FORMER CONFORMED NAME: MICROPROSE INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HASBRO INC CENTRAL INDEX KEY: 0000046080 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 050155090 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1027 NEWPORT AVE STREET 2: P O BOX 1059 CITY: PAWTUCKET STATE: RI ZIP: 02861 BUSINESS PHONE: 4014318697 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO BRADLEY INC DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: HASBRO INDUSTRIES INC DATE OF NAME CHANGE: 19840917 FORMER COMPANY: FORMER CONFORMED NAME: HASSENFELD BROTHERS INC DATE OF NAME CHANGE: 19720615 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 14D-1 (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- MICROPROSE, INC. (NAME OF SUBJECT COMPANY) NEW HIAC CORP. HASBRO, INC. (BIDDERS) COMMON STOCK, PAR VALUE $.001 PER SHARE (TITLE OF CLASS OF SECURITIES) 59513V 20 6 (CUSIP NUMBER OF CLASS OF SECURITIES) PHILLIP H. WALDOKS, ESQ. SENIOR VICE PRESIDENT-CORPORATE LEGAL AFFAIRS AND SECRETARY HASBRO, INC. 32 W. 23RD STREET NEW YORK, NY 10010 TELEPHONE: (212) 645-2400 FACSIMILE: (212) 741-0663 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPY TO: HOWARD L. ELLIN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NY 10022 TELEPHONE: (212) 735-3000 FACSIMILE: (212) 735-2000 --------------- CALCULATION OF FILING FEE TRANSACTION VALUATION* $34,694,418 AMOUNT OF FILING FEE $6,939 - ---------- * Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of 5,782,403 shares of common stock, $.001 par value (the "Shares"), of MicroProse, Inc. at a price of $6.00 per Share in cash. Such number of Shares represents the 5,753,598 Shares outstanding as of August 11, 1998 and assumes the issuance prior to the consummation of the Offer of 28,805 Shares upon the exercise of outstanding options and warrants and the conversion of securities convertible into Shares that have an exercise price of less than $6.00. The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $6,939. Form or Registration No.: Schedule 14D-1 Filing Party: Hasbro, Inc. and New HIAC Corp. Date Filed: August 14, 1998. TENDER OFFER This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on August 14, 1998 (as amended and supplemented the "Statement") relating to the offer by New HIAC Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Hasbro, Inc., a Rhode Island corporation ("Parent"), to purchase all of the outstanding shares of common stock, par value $.001 per share (the "Common Stock") including the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of February 6, 1996, by and between the Company and Chemical Mellon Shareholder Services L.L.C. (the "Rights" and, together with Common Stock, the "Shares"), of MicroProse, Inc., a Delaware corporation (the "Company"), at $6.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 14, 1998 (the "Offer to Purchase"). Unless otherwise indicated, the capitalized terms used herein shall have the meanings specified in the Statement including the Offer to Purchase filed as Exhibit (a)(1) thereto. ITEM 10. ADDITIONAL INFORMATION. On August 31, 1998, Parent issued a press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the Offer had expired. The full text of the press release is attached hereto as Exhibit (a)(9). ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(9) Press Release of Parent dated August 31, 1998. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 31, 1998 NEW HIAC CORP. BY: /s/ Phillip H. Waldoks ---------------------------------- NAME: PHILLIP H. WALDOKS TITLE: Secretary HASBRO, INC. BY: /s/ Phillip H. Waldoks ----------------------------------- NAME: PHILLIP H. WALDOKS TITLE: Senior Vice President - Corporate Legal Affairs and Secretary INDEX TO EXHIBITS SEQUENTIAL EXHIBIT PAGE NO. - ------- ---------- (a)(9) Press Release of Parent dated August 31, 1998. EX-99 2 EXHIBIT (A)(9) - PRESS RELEASE Exhibit (a)(9) FOR IMMEDIATE RELEASE Contact: Hasbro MicroProse Wayne Charness: News Media Angela Edwards 401-727-5983 510-864-4336 Renita O'Connell: Investor Relations Virginia Turner 401-727-5401 510-864-4431 HASBRO, INC. ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD REGARDING PENDING ACQUISITION OF MICROPROSE, INC. Pawtucket, RI. August 31, 1998 -- Hasbro, Inc. (ASE: HAS) announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the pending acquisition of MicroProse, Inc. (NASDAQ: MPRS) expired at 11:59 p.m. on August 29, 1998. Hasbro, Inc., its wholly owned subsidiary New HIAC Corp. and MicroProse, Inc. executed a definitive merger agreement on August 11, 1998, pursuant to which New HIAC Corp. commenced, on August 14, 1998, a cash tender offer for all of the outstanding shares of MicroProse, Inc. at a price of $6.00 per share. The offer is conditioned upon, among other things, the tender of at least 50.1% of the shares of MicroProse common stock outstanding on a fully diluted basis. The offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on Friday, September 11, 1998, unless the offer is extended. Bear, Stearns & Co. Inc. is acting as the Dealer Manager and D.F. King & Co. is acting as the Information Agent in connection with the offer. Hasbro, Inc. is a worldwide leader in the design, manufacture and marketing of toys, games, interactive software, puzzles and infant products. Both internationally and in the U.S., its Playskool registered trademark, Kenner registered trademark, Tonka registered trademark, OddzOn registered trademark, Super Soaker registered trademark, Milton Bradley registered trademark, Parker Brothers registered trademark, Tiger trademark, and Hasbro Interactive products, provide children and families with the highest quality and most recognizable toys and games in the world. MicroProse, Inc. is a leading developer and publisher of entertainment software for use on CD-ROM-based personal computers (PC's). The Company has four development studios located in Alameda, California; Hunt Valley, Maryland; Chapel Hill, North Carolina; and Chipping Sodbury, England. Products are available nationally and internationally and are sold through major distributors, retailers and mass merchants. Product and company information is available for download from the MicroProse Web site at www.microprose.com. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is made only through the Offer to Purchase and the related Letter of Transmittal which were mailed to stockholders on or about August 14, 1998. Additional copies of such documents can be obtained by contacting the Information Agent at (800) 755-3107. -----END PRIVACY-ENHANCED MESSAGE-----