Hasbro Inc, et al. – ‘SC 14D1/A’ on 9/14/98 re: Microprose Inc/DE

As of:  Monday, 9/14/98   ·   Accession #:  950172-98-923   ·   File #:  5-41915

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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. 2                          3±    13K 
 2: EX-99       Exhibit (A)(10) - Press Release                        1      7K 

SC 14D1/A   —   Schedule 14D1 Amendment No. 2
Document Table of Contents

============================================================================    

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549

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

SCHEDULE 14D-1
(AMENDMENT NO. 2) 
TENDER OFFER STATEMENT
  PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

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

  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

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

 CALCULATION OF FILING FEE
TRANSACTION VALUATION* $34,694,418
 AMOUNT OF FILING FEE $6,939
__________                                                                    

*  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.                                       

===========================================================================   

TENDER OFFER    

  This Amendment No. 2 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 10.  ADDITIONAL INFORMATION.                                             

On September 14, 1998, Parent issued a press release announcing the 
extension of the Expiration Date of the Offer until 5:00 p.m. New York City   
time, on Monday, September 14, 1998.  The full text of the press release is   
attached hereto as Exhibit (a)(10).                                           

ITEM 11.  MATERIALS TO BE FILED AS EXHIBITS.                                  

(a)(10)  Press Release of Parent dated September 14, 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 14, 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

Exhibit                                                                       
                                              Page No.
-------                                                          ----------   

(a)(10) --   Press Release of Parent dated September 14, 1998.                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D1/A’ Filing		Date		Other Filings
Filed on:		9/14/98
		8/14/98		SC 14D1,  SC 14D9
		8/11/98
		2/6/96
				List all Filings