Hasbro Inc, et al. – ‘SC 14D1’ on 8/14/98 re: Microprose Inc/DE – EX-99.A.8

As of:  Friday, 8/14/98   ·   Accession #:  950123-98-7607   ·   File #:  5-41915

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Tender-Offer Statement -- Third-Party Tender Offer     8     37K 
 2: EX-99.A.1   Offer to Purchase, Dated August 14, 1998              41    232K 
 3: EX-99.A.2   Letter of Transmittal                                 11     63K 
 4: EX-99.A.3   Notice of Guaranteed Delivery                          2     16K 
 5: EX-99.A.4   Letter to Brokers, Dealers, Etc.                       2     15K 
 6: EX-99.A.5   Letter to Clients                                      2     15K 
 7: EX-99.A.6   Guidelines for Certification                           4±    17K 
 8: EX-99.A.7   Press Release of Parent Dated August 12, 1998          4     16K 
 9: EX-99.A.8   Press Release of Parent Dated August 14, 1998          1     10K 
10: EX-99.A.9   Summary Advertisement                                  4     21K 
11: EX-99.C.1   Agreement and Plan of Merger                          74    231K 
12: EX-99.C.2   Stock Option Agreement                                13     43K 
13: EX-99.C.3   Software Distribution Agreement                       97    242K 
14: EX-99.C.4   Confidentiality Agreement                              5     23K 

EX-99.A.8   —   Press Release of Parent Dated August 14, 1998

EX-99.A.8
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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
COMMENCEMENT OF TENDER OFFER FOR
MICROPROSE, INC.

   PAWTUCKET, RI, August 14, 1998 -- Hasbro, Inc. (ASE: HAS) announced today
that New HIAC Corp., its wholly owned subsidiary, has commenced a cash tender   
offer to purchase all of the outstanding shares of MicroProse, Inc. (NASDAQ:    
MPRS) at a price of $6.00 per share.                                            

The offer is being made pursuant to the previously announced merger   
agreement among New HIAC Corp., Hasbro, Inc. and MicroProse, Inc. The offer is  
conditioned upon, among other things, the tender of at least 50.1% of the shares
of common stock outstanding on a fully diluted basis and the expiration or      
earlier termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. 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[R], Kenner[R], Tonka[R],    
OddzOn[R], Super Soaker[R], Milton Bradley[R], Parker Brothers[R], Tiger[TM]    
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 is being mailed to         
stockholders today. Additional copies of such documents can be obtained by      
contacting the Information Agent at (800) 755-3107.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D1’ Filing		Date		Other Filings
		9/11/98
Filed on:		8/14/98		SC 14D9
				List all Filings