SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* $34,694,418
AMOUNT OF FILING FEE $6,939
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* 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
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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.
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(a)(9) Press Release of Parent dated August 31, 1998.
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.
