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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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.
[ ] 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. 2 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 20, 1998, the Company notified holders of options to
purchase its Common Stock (the "Options") that in connection with the
termination of its Option Plans (as defined in Exhibit (c)(3) filed
herewith), that each outstanding Option, whether or not then vested or
exercisable would immediately prior to the Merger (as defined in Exhibit
(c)(3) filed herewith), become automatically vested and exercisable and
thereafter would be cancelled. The consideration to be received for each
canceled 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 (c)(3)
hereto and is incorporated by reference herein.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(b) The last sentence of the paragraph under Section 10 of the Offer
to Purchase is hereby deleted in its entirety and replaced with the
following sentence: "Parent will provide such funds through short term
borrowings under its commercial paper program. It is anticipated that such
commercial paper will be repaid in the fourth quarter of 1998 with the
proceeds of receivables."
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(c)(3) Text of letter, dated October 20, 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 22, 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
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
(c)(3) Text of letter, dated October 20, 1998, from Galoob
Toys, Inc. to holders of Options.
EXHIBIT (c)3
GALOOB
WILLIAM G. CATRON
Executive Vice President, GALOOB TOYS, INC.
General Counsel, 500 Forbes Boulevard
Chief Administrative Officer South San Francisco, CA 94080
and Corporate Secretary (650) 952-1678 Ext 2200
Fax (650) 583-5572
www.galoob.com
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.
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)
