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
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MICROPROSE, INC.
AT
$6.00 NET PER SHARE IN CASH
BY
NEW HIAC CORP.,
A WHOLLY OWNED SUBSIDIARY OF
HASBRO, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER
11, 1998, UNLESS THE OFFER IS EXTENDED.
To Our Clients: August 14, 1998
Enclosed for your consideration are the Offer to Purchase dated August 14,
1998 and the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer") in connection with
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 for cash all outstanding shares of common stock, par value $.001 per
share (the "Common Stock"), including the associated preferred stock purchase
rights (the "Rights" and together with the Common Stock, the "Shares"), of
MicroProse, Inc., a Delaware corporation (the "Company"). We are the holder of
record of Shares held for your account. A tender of such Shares can be made only
by us as the holder of record and pursuant to your instructions. The enclosed
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $6.00 per Share, net to you in cash without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously approved the
Merger Agreement (as defined in the Offer to Purchase) and the transactions
contemplated thereby, including the Offer and the Merger (as defined in the
Offer to Purchase), and has unanimously determined that the Offer and the
Merger are fair to, and in the best interests of, the Company's stockholders
and unanimously recommends that stockholders accept the Offer and tender
their Shares pursuant to the Offer.
4. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on September 11, 1998 unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) that number of Shares which, when added to the
Shares beneficially owned by Parent and Purchaser (if any), represents at
least 50.1% of the Shares outstanding (on a fully diluted basis) on the date
Shares are accepted for payment. The Offer is also subject to other
conditions set forth in the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the reverse side of this letter. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MICROPROSE, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated August 14, 1998 and the related Letter of Transmittal in
connection with the Offer by New HIAC Corp., a Delaware corporation and a wholly
owned subsidiary of Hasbro, Inc., a Rhode Island corporation, to purchase all
outstanding shares of common stock, par value $.001 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and together with the Common Stock, the "Shares"), of MicroProse, Inc., a
Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
[Download Table]
Number of Shares to be Tendered:*
Shares
Dated: ____________________, 1998 ---------------------------------------------
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SIGNATURE(S)
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PRINT NAME(S)
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ADDRESS(ES)
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AREA CODE AND TELEPHONE NUMBER
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TAX ID OR SOCIAL SECURITY NUMBER
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
2
Dates Referenced Herein and Documents Incorporated by Reference
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