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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 4 - Final Amendment)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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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)
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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
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CALCULATION OF FILING FEE
Transaction Valuation* $230,086,776
Amount of Filing Fee $46,018
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* 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.
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TENDER OFFER
This Amendment No. 4 (Final Amendment) 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 (the "Offer to Purchase"), 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 6. Interest in Securities of the Subject Company.
The Offer expired at 12:00 Midnight, New York City time, on Friday,
October 30, 1998. Based on information provided by the Depositary,
approximately 16,851,673 Shares or 93% of the outstanding Shares were
validly tendered and not withdrawn pursuant to the Offer (including 505,319
Shares tendered by means of guaranteed delivery). Purchaser has accepted
for payment and has notified the Depositary to promptly pay for the
tendered and accepted Shares, in accordance with the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal. On November 2, 1998, Parent issued a press release, the text
of which is set forth as Exhibit (a)(11) hereto and is incorporated by
reference herein.
Item 11. Materials to be Filed as Exhibits.
(a)(11) Press release of Parent dated November 2, 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: November 2, 1998
NEW HIAC II CORP.
BY: /s/ Phillip H. Waldoks
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NAME: PHILLIP H. WALDOKS
TITLE: Senior Vice
President-Corporate Legal
Affairs and Secretary
HASBRO, INC.
BY: /s/ Phillip H. Waldoks
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NAME: PHILLIP H. WALDOKS
TITLE: Senior Vice
President-Corporate Legal
Affairs and Secretary
EXHIBIT (a)(11)
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FOR IMMEDIATE RELEASE:
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Contact:
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Hasbro: Wayne S. Charnes (News Media) 401-727-5983
Renita E. O'Connell (Investor Relations) 401-727-5401
Galoob: Kathleen R. McElwee 650-952-1678 x 2210
HASBRO SUCCESSFULLY COMPLETES TENDER OFFER FOR GALOOB TOYS
PAWTUCKET, RI, November 2, 1998 - - Hasbro, Inc. [ASE:HAS] announced
today that it has successfully completed its cash tender offer to purchase
all of the outstanding shares of common stock of Galoob Toys, Inc.
[NYSE:GAL] at a price of $12.00 per share.
Hasbro reported that a total of 16,851,673 shares of Galoob Toys
common stock was tendered pursuant to the tender offer (including 505,319
shares subject to guarantees of delivery), which expired at 12:00 Midnight,
New York City time, on October 30, 1998, and that all such shares have been
accepted for payment. After giving effect to the purchase of the shares
tendered, Hasbro beneficially owned approximately 93% of the outstanding
Galoob shares.
Hasbro also announced that Hasbro and Galoob expect shortly to effect
a merger pursuant to which Galoob will become a wholly-owned subsidiary of
Hasbro and all remaining Galoob stockholders (other than Hasbro) will have
the right to receive the same $12.00 per share in cash payable pursuant to
the tender offer.
"Galoob is a tremendous addition to our rich brand portfolio," said
Alan G. Hassenfeld, Chairman and CEO of Hasbro, Inc. "This acquisition will
allow us to build critical mass world wide in the fast-growing vehicles
category by combining our popular Winner's Circle(TM) racing cars with
Galoob's highly successful Micro Machines(R). We are also excited about
adding Galoob's tremendously popular Spice Girls(TM) line to our
portfolio," Hassenfeld continued.
"In addition, the combination of Galoob's Star Wars(TM) small-scale
figures and vehicles license with Hasbro's extensive Star Wars(TM) license
will allow us to further develop this global brand franchise," Hassenfeld
added.
By fully integrating the worldwide operations of Galoob into Hasbro,
the Company expects to achieve economies of scale and cost savings in a
variety of areas including product sourcing, manufacturing, marketing,
advertising and administrative support functions. Hasbro expects the
transaction will be modestly dilutive to earnings in 1998 and accretive
beginning in 1999.
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(R),
Kenner(R), Tonka(R), OddzOn(R), Super Soaker(R), Milton Bradley(R), Parker
Broth ers(R), Tiger(TM) and Hasbro Interactive(TM) products, provide
children and families with the highest quality and most recognizable toys
and games in the world.
Galoob Toys, Inc. designs, develops, markets and sells high quality
toys worldwide. For more information about the Company and its products,
visit Galoob's World Wide Web site at HTTP://WWW.GALOOB.COM.
Certain statements contained in this release contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements are inherently subject to know
and unknown risks and uncertainties. The Company's actual actions or
results may differ materially from those expected or anticipated in the
forward-looking statements. Specific factors that might cause such a
difference include, but are not limited to, the timely manufacture and
shipping by the Company of new and continuing products and their acceptance
by customers and consumers in a competitive product environment; economic
conditions, currency fluctuations and government regulation and other
actions in the various markets in which the Company operates throughout the
world; the inventory policies of retailers, including the continuing trend
of increased concentration of the Company's revenues in the second half and
fourth quarter of the year, together with increased reliance by retailers
on quick response inventory management techniques, which increases the risk
of underproduction of popular items, overproduction of less popular items
and failure to achieve tight and compressed shipping schedules; the impact
of competition on revenues, margins and other aspects of the Company's
business; third party actions or approvals that could delay, modify or
increase the cost of implementation of, the Company's Global Integration
and Profit Enhancement program; the Company's incurring higher than
expected costs to achieve, or not achieving, "Year 2000" readiness with
respect to the Company's systems, or the Company's customers, vendors or
service providers failing to achieve such readiness; and the risk that
anticipated benefits of acquisitions may not occur or be delayed or reduced
in their realization. The Company undertakes no obligation to make any
revisions to the forward-looking statements contained in this release or to
update them to reflect events or circumstances occurring after the date of
this release.
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
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(a)(11) Press release of Parent dated November 2, 1998.
