-----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, V4aBQmiil4wWDlg40PEohDHwuw6LOuc2vRHFDhW1/1ibY1z19uIFbcpCWyvpNZKk j0uxkEg112L0jJ/vZfYKLg== 0000909518-98-000658.txt : 19981027 0000909518-98-000658.hdr.sgml : 19981027 ACCESSION NUMBER: 0000909518-98-000658 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981026 SROS: NYSE 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-35563 FILM NUMBER: 98730825 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: 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 14D9/A 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 SC 14D9/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14D-9 (AMENDMENT NO. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- GALOOB TOYS, INC. (Name of Subject Company) ---------------- GALOOB TOYS, INC. (Name of Person Filing Statement) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) ---------------- 364091108 (CUSIP Number of Class of Securities) William G. Catron, Esq. Executive Vice President and General Counsel Galoob Toys, Inc. 500 Forbes Boulevard South San Francisco, CA 94080 (650) 952-1678 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing Statement) ---------------- With a copy to: Jeffrey J. Weinberg, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153-0119 (212) 310-8000 ================================================================================ NYFS03...:\15\47315\0003\1981\SCH0228V.220 Item 2. Tender Offer of the Bidder This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed on October 2, 1998 (the "Schedule 14D-9") relating to the tender offer by New HIAC II Corp., a Delaware corporation and a wholly-owned subsidiary of Hasbro, Inc., a Rhode Island corporation, disclosed in the Tender Offer Statement on Schedule 14D-1, dated October 2, 1998 (as amended and supplemented), to purchase all of the outstanding common stock, par value $0.01 per share (the "Shares"), of Galoob Toys, Inc., a Delaware corporation (the "Company"), at a purchase price of $12.00 per Share, net to the seller in cash without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 2, 1998, and in the related Letter of Transmittal. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meaning ascribed to such term in the Schedule 14D-9. Item 3. Identity and Background (b) Material Contacts, etc. -- (b)(1) Certain Contracts, Agreements, Arrangements or Understandings and any Actual or Potential Conflicts of Interests Between (A) the Company or its Affiliates and (B) the Executive Officers, Directors or Affiliates of the Company -- Stock Options On October 20, 1998, the Company sent a letter notifying certain holders of Options that, in connection with the termination of the Stock Option Plans, that each outstanding Option, whether or not then vested or exercisable would, immediately prior to the Merger, become automatically vested and exercisable and thereafter would be cancelled. The consideration to be received for each cancelled Option is equal to the product of (A) the excess, if any, of (i) $12.00, over (ii) the exercise price per share of Common Stock of each cancelled Option and (B) the number of shares of Common Stock subject to each such cancelled Option. Any consideration paid to holders of Options pursuant to this formula will be paid without interest and net of any withholding taxes. The text of this letter is set forth as Exhibit P hereto and is incorporated by reference herein. On October 26, 1998, the Company sent a letter notifying certain holders of Options having an exercise price greater than $12.00 per Share that, in connection with the termination of the Stock Option Plans, such Options would, immediately prior to the Merger, be cancelled. The text of this letter is set forth as Exhibit Q hereto and is incorporated by reference herein. Item 4. The Solicitation or Recommendation (b) Background of and Reasons for the Board Recommendation In connection with Mr. Goldman's discussions with representatives of Lucas in late August 1998, Lucas informed Mr. Goldman that Lucas had held discussions with both Parent and the Other Bidder and that Parent was the only acceptable assignee of the Company's Star Wars License. Item 9. Material to be Filed as Exhibits Exhibit P Letter, dated October 20, 1998, from the Company to certain Option Holders.* Exhibit Q Letter, dated October 26, 1998, from the Company to certain Option Holders.* - ------------------------------- * Annexed hereto. 2 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GALOOB TOYS, INC. By: /s/ William G. Catron --------------------------------------- Name: William G. Catron Title: Executive Vice President, General Counsel, Chief Administrative Officer and Secretary Dated: October 26, 1998 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit P Letter, dated October 20, 1998, from the Company to certain Option Holders.* Exhibit Q Letter, dated October 26, 1998, from the Company to certain Option Holders.* - ------------------------------- * Annexed hereto. EX-99 2 EXHIBIT P [LETTERHEAD OF GALOOB TOYS, INC.] October 20, 1998 Dear Galoob Option Holder: In connection with the Agreement and Plan of Merger, dated as of September 17, 1998, by and among Galoob Toys, Inc. ("Galoob"), Hasbro, Inc. ("Hasbro") and New HIAC II Corp. (the "Merger Agreement"), and Hasbro's related offer to purchase all outstanding shares of common stock, par value $0.01 per share, of Galoob (the "Common Stock"), Galoob has agreed to terminate its existing 1996 Share Incentive Plan, 1995 Non-Employee Director Stock Option Plan, 1994 Senior Management Stock Option Plan and Amended and Restated 1984 Employee Stock Option Plan (collectively, the "Option Plans"). The Option Plans shall be terminated effective as of the effective date of the merger contemplated by the Merger Agreement (the "Merger"). In connection with the termination of the Option Plans, each outstanding option to purchase Common Stock (each, an "Option") held by you, whether or not then vested or exercisable, shall, immediately prior to the Merger, automatically become vested and exercisable and shall thereafter be cancelled. In exchange for the cancellation of Options held by you pursuant to which you hold the option to purchase shares of Common Stock for an amount which is less than $12.00 per share, the Company shall pay to you, in cash, an amount which shall be determined pursuant to the formula set forth below (such amount, the "Cancellation Consideration"). In the event you hold an Option to purchase shares of Common Stock for an amount equal to or greater than $12.00 per share of Common Stock, there shall be no payment made to you in exchange for the cancellation of such Option. The Cancellation Consideration shall be for an amount equal to the product of (A) the excess, if any, of (i) $12.00, over (ii) the exercise price per share of Common Stock subject to each cancelled Option and (B) the number of shares of Common Stock subject to each such cancelled Option. Any consideration you may be entitled to pursuant to this formula will be paid without interest and net of any withholding taxes. Please return a signed copy of this letter to Kathleen R. McElwee to the address set forth above. No payment will be made unless a signed copy of this letter is received by Ms. McElwee by November 2, 1998. By signing this letter, you hereby acknowledge and agree to accept cash payment in accordance with the formula set forth above in consideration for the cancellation of your Options. The cancellation of the Options and the payments, if any, pursuant to the description contained herein are contingent on the consummation of the transactions contemplated by the Merger Agreement. If the transactions contemplated by the Merger Agreement are not consummated, this notice shall be deemed null and void. NYFS03...:\15\47315\0003\1981\RID0228V.190 If you have any questions regarding the foregoing, please contact Kathleen R. McElwee at (650) 952-1678 (ext. 2210). Very truly yours, GALOOB TOYS, INC. William G. Catron Executive Vice President General Counsel and Chief Administrative Officer Acknowledged as of this ______ day of _________, 1998. (sign here) - ---------------------- (print name here) - ---------------------- 2 EX-99 3 EXHIBIT Q [Letterhead of Galoob Toys, Inc.] October 20, 1998 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 the 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 Kathleen R. McElwee at (650) 952-1678 (ext. 2210). Sincerely, William G. Catron -----END PRIVACY-ENHANCED MESSAGE-----