Hasbro Inc, et al. – ‘SC 14D1/A’ on 11/2/98 re: Galoob Toys Inc

As of:  Monday, 11/2/98   ·   Accession #:  950172-98-1132   ·   File #:  5-35563

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Schedule 14D1 Amendment No. 4                          3±    14K 
 2: EX-99       Exhibit (A)(11) - Press Release                        2±    11K 

SC 14D1/A   —   Schedule 14D1 Amendment No. 4
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

---------------     

SCHEDULE 14D-1    
(Amendment No. 4 - Final Amendment)     
TENDER OFFER STATEMENT    
Pursuant to Section 14(d)(1)    
of the Securities Exchange Act of 1934    

---------------     

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)     
---------------     

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    

__________                                                                      
*     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.                                       

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TENDER OFFER    

This Amendment No. 4 (Final Amendment) 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 (the "Offer to Purchase"), 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 6.  Interest in Securities of the Subject Company.                         

The Offer expired at 12:00 Midnight, New York City time, on Friday, 
October 30, 1998. Based on information provided by the Depositary,              
approximately 16,851,673 Shares or 93% of the outstanding Shares were           
validly tendered and not withdrawn pursuant to the Offer (including 505,319     
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 terms and subject to       
the conditions set forth in the Offer to Purchase and the related Letter of     
Transmittal. On November 2, 1998, Parent issued a press release, the text       
of which is set forth as Exhibit (a)(11) hereto and is incorporated by          
reference herein.                                                               

Item 11.  Materials to be Filed as Exhibits.                                    

(a)(11)  Press release of Parent dated November 2, 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:  November 2, 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

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D1/A’ Filing		Date		Other Filings
Filed on:		11/2/98		15-12B
		10/30/98		424B2
		10/2/98		SC 14D1,  SC 14D9
		9/27/98		10-Q
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