-----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, GuWbtnLfSpfTBMbPEwZ+CNEGYFfoyx8P4U/NkhhsRIQV/d2vIfCZOorx9dlDn845 Ts9jqozfNhj9JdEAPseKOA== 0000950172-98-001113.txt : 19981027 0000950172-98-001113.hdr.sgml : 19981027 ACCESSION NUMBER: 0000950172-98-001113 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981026 SROS: AMEX SROS: NYSE GROUP MEMBERS: HASBRO INC GROUP MEMBERS: NEW HIAC II CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GALOOB TOYS INC CENTRAL INDEX KEY: 0000751968 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 941716574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-35563 FILM NUMBER: 98730842 BUSINESS ADDRESS: STREET 1: 500 FORBES BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6509521678 MAIL ADDRESS: STREET 1: 500 FORBES BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: GALOOB LEWIS TOYS INC /DE/ DATE OF NAME CHANGE: 19920703 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. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 14D-1 (Amendment No. 3) TENDER OFFER STATEMENT Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 --------------- GALOOB TOYS, INC. (Name of Subject Company) NEW HIAC II CORP. HASBRO, INC. (Bidders) Common Stock, par value $0.01 per share (Title of Class of Securities) 364091 10 8 (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: Thomas H. Kennedy, 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* $230,086,776 Amount of Filing Fee $46,018 - ---------- * Estimated for purposes of calculating the amount of the filing fee only. The filing fee calculation assumes the purchase of 18,127,864 shares of common stock, $0.01 par value per share (the "Shares"), of Galoob Toys, Inc. at a price of $12.00 per Share in cash, without interest. The filing fee calculation is based on the 18,127,864 Shares outstanding as of September 27, 1998 and assumes the issuance prior to the consummation of the Offer (as defined in the Schedule 14D-1), of 1,046,034 Shares upon the exercise of outstanding options and other rights and securities exercisable into Shares that have an exercise price of less than $12.00. 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: $46,018. Form or Registration No.: Schedule 14D-1. Filing Party: Hasbro, Inc. and New HIAC II Corp. Date Filed: October 2, 1998. TENDER OFFER This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on October 2, 1998 (as amended and supplemented the "Statement") relating to the offer by New HIAC II 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 $0.01 per share (the "Common Stock") including the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of January 17, 1990, by and between the Company and Mellon Securities Trust Company as Rights Agent (the "Rights" and, together with the Common Stock, the "Shares"), of Galoob Toys, Inc., a Delaware corporation (the "Company"), at $12.00 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 October 2, 1998 and the related Letter of Transmittal. 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 7. Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities. On October 26, 1998, the Company separately notified persons who hold only Options that have an exercise price that equals or is greater than $12.00 per share, that there would be no payment made to them in exchange for the cancellation of their Options. The text of this letter is set forth as Exhibit (c)(4) hereto and is incorporated by reference herein. Item 11. Materials to be Filed as Exhibits. (c)(4) Text of letter, dated October 26, 1998, from Galoob Toys, Inc. to holders of Options. 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: October 26, 1998 NEW HIAC II CORP. BY: /s/ Phillip H. Waldoks ________________________________ NAME: PHILLIP H. WALDOKS TITLE: Senior Vice President-Corporate Legal Affairs and Secretary HASBRO, INC. BY: /s/ Phillip H. Waldoks ________________________________ NAME: PHILLIP H. WALDOKS TITLE: Senior Vice President-Corporate Legal Affairs and Secretary EX-99 2 EXHIBIT (C)4 - LETTER EXHIBIT (c)4 galoob William G. Catron Galoob Toys, Inc. Executive Vice President, 500 Forbes Boulevard General Counsel, South San Francisco, CA 94080 Chief Administrative Officer (650) 952-1678 Ext 2200 and Corporate Secretary Fax (650) 583-5572 www.galoob.com October 26, 1998 [First Name] [Last Name] [Address] [City>], [State] [Postal Code] Dear Galoob Option Holder: We are sending you this letter so that you are aware of the treatment to your outstanding options (each, an "Option") to purchase shares of common stock (the "Common Stock"), par value $0.01 per share, of Galoob Toys, Inc. ("Galoob"), which Options were granted to you pursuant to the terms and conditions of the 1996 Share Incentive Plan or the Amended and Restated 1984 Employee Stock Option Plan (collectively, the "Option Plans"), in light of the proposed acquisition by Hasbro, Inc. ("Hasbro") of Galoob. Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 27, 1998, by and among Galoob, Hasbro and New HIAC II Corp. (the "Merger Agreement"), Galoob has agreed to terminate the Option Plans effective as of consummation of the merger contemplated by the Merger Agreement (the "Merger"). In connection with the termination of the Option Plans, each outstanding Option held by you shall, immediately prior to the Merger, automatically be cancelled. Please note, however, that the cancellation of the Options is contingent on the consummation of the Merger. If the Merger is not consummated, this notice shall be deemed null and void. If you have any questions regarding the foregoing, please contact Ms. Kathleen R. McElwee at (650) 952- 1678, extension 2210. Sincerely, William G. Catron WGC:vy INDEX TO EXHIBITS Sequential Exhibit Page No. (c)(4) Text of letter, dated October 26, 1998, from Galoob Toys, Inc. to holders of Options. -----END PRIVACY-ENHANCED MESSAGE-----