Hasbro Inc, et al. – ‘SC 14D1/A’ on 9/15/98 re: Microprose Inc/DE – EX-99

As of:  Tuesday, 9/15/98   ·   Accession #:  950172-98-931   ·   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 Final Amendment                          5±    19K 
 2: EX-99       Exhibit (A)(11) - Press Release                        2±    11K 

EX-99   —   Exhibit (A)(11) – Press Release

                                                       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.                         

###     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D1/A’ Filing		Date		Other Filings
Filed on:		9/15/98		15-12G
		9/14/98		SC 14D1/A
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