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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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.
TENDER OFFER
This Amendment No. 1 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 10. Additional Information.
On October 16, 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 October 16, 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: October 16, 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
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
(a)(9) -- Press Release of Parent dated October 16, 1998.
EXHIBIT (A)9
FOR IMMEDIATE RELEASE
CONTACT:
HASBRO: Wayne S. Charness (News Media) 401-727-5983
Renita E. O'Connell (Investor Relations) 401-727-5401
GALOOB: Kathleen R. McElwee 650-952-1678 x2210
HASBRO ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
REGARDING PENDING ACQUISITION OF GALOOB TOYS
PAWTUCKET, RI, October 16, 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 Galoob Toys,
Inc. [NYSE:GAL] expired at 11:59 P.M. on October 15, 1998.
Hasbro, Inc., its wholly owned subsidiary New HIAC II Corp., and
Galoob Toys, Inc. executed a definitive merger agreement on September 27,
1998, pursuant to which New HIAC II Corp. commenced, on October 2, 1998, a
cash tender offer to purchase all of the outstanding shares of Galoob
Toys, Inc. at a price of $12 per share. The offer is conditioned upon,
among other things, the tender of at least a majority of the shares of
common stock outstanding on a diluted basis. The offer and withdrawal
rights are scheduled to expire at 12:00 midnight, New York City time, on
Friday, October 30, 1998, unless the offer is extended. D.F. King & Co.,
Inc. is acting as the Information Agent in connection with the offer.
"Galoob's highly successful Micro Machines(R), its Star Wars(TM)
small-scale figures and vehicles, and Spice Girls(TM) will be tremendous
additions to our rich brand portfolio," said Alan G. Hassenfeld, Chairman
and CEO of Hasbro, Inc.
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), Supper Soaker(R), Milton Bradley(R),
Parker Brothers(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.
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
distributed on or about October 2, 1998 to stockholders. Additional copies
of such documents can be obtained by contacting the Information Agent at
(800) 755-3107.
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