SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3 - FINAL AMENDMENT)
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.
CUSIP NO. 59513V 20 6 14D-1
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
New HIAC Corp.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use only
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4. Source of Funds
AF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
5,265,263 (including 32,290 shares subject to guarantee of delivery)
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares [ ]
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9. Percent of Class Represented by Amount in Row (7)
91%
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10. Type of Reporting Person
CO
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CUSIP NO. 59513V 20 6 14D-1
- ----------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Hasbro, Inc.
- ----------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use only
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4. Source of Funds
WC
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Rhode Island
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
5,265,263 (including 32,290 shares subject to guarantee of delivery)
- ----------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares [ ]
- ----------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
91%
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10. Type of Reporting Person
CO
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TENDER OFFER
This Amendment No. 3 (Final Amendment) 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 5:00pm, New York City time, on Monday, September
14, 1998. Based on information provided by the Depositary, approximately
5,265,263 Shares or 91% of the outstanding Shares were validly tendered and
not withdrawn pursuant to the Offer (including 32,290 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 Offer. On September 15, 1998, Parent issued
a press release, a copy of which is attached hereto as exhibit (a)(11).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(11) Press Release of Parent dated September 15, 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: September 15, 1998
NEW HIAC CORP.
BY: /s/ Phillip H. Waldoks
--------------------------------
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
PAGE
EXHIBIT NO.
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(a)(11) -- Press Release of Parent dated September 15, 1998.
Exhibit (a)(11)
FOR IMMEDIATE RELEASE:
CONTACT:
HASBRO: Wayne S. Charness (News Media) 401-727-5983
Renita O'Connell (Investor Relations) 401-727-5041
Dana Henry (Hasbro Interactive) 978-921-3759
MICROPROSE: Angela Edwards (News Media) 510-864-4336
Virginia Turner (Investor Relations) 510-864-4431
HASBRO SUCCESSFULLY COMPLETES TENDER OFFER FOR MICROPROSE
Pawtucket, R.I. September 15, 1998 -- Hasbro, Inc. (ASE: HAS)
announced today that it has successfully completed its cash tender offer to
purchase all the outstanding shares of common stock of MicroProse, Inc.
(NASDAQ: MPRS) at a price of $6.00 per share.
Hasbro reported that a total of 5,265,263 shares of MicroProse
common stock was tendered pursuant to the tender offer (including 32, 290
shares subject to guarantees of delivery), which expired at 5:00pm, New
York City time, on September 14, 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 91% of the outstanding
MicroProse shares.
Hasbro also announced that Hasbro and MicroProse yesterday
effected a merger pursuant to which MicroProse became a wholly owned
subsidiary of Hasbro and all remaining MicroProse stockholders (other than
Hasbro) will have the right to receive the same $6.00 per share in cash
payable pursuant to the tender offer.
"This acquisition is an incredible opportunity to combine the
complementary talents of MicroProse and Hasbro Interactive, our leading
software publisher, " said Alan G. Hassenfeld, Chairman and CEO of Hasbro,
Inc. "MicroProse will significantly enhance Hasbro Interactive in three key
strategic growth areas: brands and content, R&D assets, and European
distribution, " Hassenfeld added. Prior to a one-time charge in 1998
relating to the expensing of purchased in-process research and development,
Hasbro expects the transaction will not be dilutive to earnings this year,
and will be accretive beginning in 1999.
"MicroProse will provide Hasbro Interactive with product
strength in the strategy, simulation, and 3D action game categories,
enabling us to compete in virtually all major PC game categories, " said
Tom Dusenberry, Hasbro Interactive President. "We also look forward to
taking these great games to new platforms including the Sony PlayStation,
Nintendo 64, Sega Dreamcast and more."
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
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.
Hasbro Interactive, Inc. is a leading all-family interactive
games publisher, formed in 1995 to bring life on the computer deep library
of toy and board games of parent company Hasbro, Inc. Hasbro Interactive
has since expanded its charter to include original and licensed games for
the PC, the PlayStation(TM) and Nintendo(R)64 game consoles and for
multi-player gaming over the Internet. Headquartered in Beverly,
Massachusetts, Hasbro Interactive has offices in the U.K., France, Germany,
Japan and Canada. For additional information, visit Hasbro Interactive's
Web site at www.hasbro-interactive.com.
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 .
Certain statements contained in this release contain "forward looking
statements" within meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are inherently subject to known
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 and currency fluctuations in the various markets in which the
Company operates throughout the world; the continuing trend of increased
concentration of the Company's revenues in the second half and forth
quarter of this year, together with increased reliance by retailers on
quick response inventory management techniques, which increases the risk of
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; 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.
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