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

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

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/98  Hasbro Inc                        SC 14D1               14:695K Microprose Inc/DE                 RR Donnelley/FA
          Hasbro Inc
          New Hiac Corp

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 


SC 14D1   —   Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4Item 1. Security and Subject Company
"Item 2. Identity and Background
"Item 3. Past Contacts, Transactions or Negotiations With the Subject Company
5Item 4. Source and Amount of Funds or Other Consideration
"Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidders
"Item 6. Interest in Securities of the Subject Company
"Item 7. Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities
"Item 8. Persons Retained, Employed or to Be Compensated
"Item 9. Financial Statements of Certain Bidders
"Item 10. Additional Information
6Item 11. Materials to Be Filed as Exhibits
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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 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 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [Download Table] 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 or conversion of outstanding options and warrants and the conversion of securities convertible into Shares that have an exercise or conversion 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. [ ] 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: Not applicable. Form or Registration No.: Not applicable. Filing Party: Not applicable. Date Filed: Not applicable. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
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14D-1 CUSIP NO. 59513V 20 6 [Download Table] --------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons NEW HIAC CORP. --------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] --------------------------------------------------------------------------- 3. SEC Use only --------------------------------------------------------------------------- 4. Source of Funds AF --------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) [ ] --------------------------------------------------------------------------- 6. Citizenship or Place of Organization DELAWARE --------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person NONE --------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] --------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) --------------------------------------------------------------------------- 10. Type of Reporting Person CO --------------------------------------------------------------------------- 2
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14D-1 CUSIP NO. 59513V 20 6 [Download Table] --------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons HASBRO, INC. --------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] --------------------------------------------------------------------------- 3. SEC Use only --------------------------------------------------------------------------- 4. Source of Funds WC --------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) [ ] --------------------------------------------------------------------------- 6. Citizenship or Place of Organization RHODE ISLAND --------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned By Each Reporting Person NONE --------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] --------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) --------------------------------------------------------------------------- 10. Type of Reporting Person CO --------------------------------------------------------------------------- 3
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TENDER OFFER This Tender Offer Statement on Schedule 14D-1 (this "Statement") relates 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 the 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"), a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which, as amended or supplemented from time to time, together constitute the "Offer"). ITEM 1. SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is MicroProse, Inc. and the address of its principal executive offices is 2490 Mariner Loop, Suite 100, Alameda, CA 94501. The telephone number of the Company at such location is (510) 864-4440. (b) The information set forth in the "INTRODUCTION" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Price Range of the Shares; Dividends on the Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d), (g) This Statement is being filed by Purchaser and Parent. The information set forth in the "INTRODUCTION" and "Certain Information Concerning Parent and Purchaser" of the Offer to Purchase is incorporated herein by reference. The name, business address, present principal occupation or employment, the material occupations, positions, offices or employments for the past five years and citizenship of each director and executive officer of Parent and Purchaser and the name, principal business and address of any corporation or other organization in which such occupations, positions, offices and employments are or were carried on are set forth in Schedule I to the Offer to Purchase and incorporated herein by reference. (e)-(f) During the last five years, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to the Offer to Purchase (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a)(1) Other than the transactions described in Item 3(b) below, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to the Offer to Purchase have entered into any transaction with the Company, or any of the Company's affiliates which are corporations, since the commencement of the Company's third full fiscal year preceding the date of this Statement, the aggregate amount of which was equal to or greater than one percent of the consolidated revenues of the Company for (i) the fiscal year in which such transaction occurred or (ii) the portion of the current fiscal year which has occurred if the transaction occurred in such year. (a)(2) Other than the transactions described in Item 3(b) below, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to the Offer to Purchase have entered into any transaction since the commencement of the Company's third full fiscal year preceding 4
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the date of this Statement with the executive officers, directors or affiliates of the Company which are not corporations, in which the aggregate amount involved in such transaction or in a series of similar transactions, including all periodic installments in the case of any lease or other agreement providing for periodic payments or installments, exceeded $40,000. (b) The information set forth in the "INTRODUCTION," "Certain Information Concerning Parent and Purchaser," "Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements" and "Plans for the Company; Other Matters" of the Offer to Purchase is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in the "INTRODUCTION" and "Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. (c) Not applicable. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS. (a)-(e) The information set forth in the "INTRODUCTION," "Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements" and "Plans for the Company; Other Matters" of the Offer to Purchase is incorporated herein by reference. (f)-(g) The information set forth in the "INTRODUCTION," "Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act Registration; Margin Regulations" of the Offer to Purchase is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) The information set forth in the "INTRODUCTION," "Certain Information Concerning Parent and Purchaser" and "Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements" of the Offer to Purchase is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in the "INTRODUCTION," "Source and Amount of Funds," "Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements," "Plans for the Company; Other Matters" and "Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in "Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Not applicable. ITEM 10. ADDITIONAL INFORMATION. (a) Except as disclosed in Items 3 and 7 above, there are no present or proposed material contracts, arrangements, understandings or relationships between Purchaser or Parent, or to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to the Offer to Purchase, and the Company, or any of its executive officers, directors, controlling persons or subsidiaries. 5
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(b)-(c) The information set forth in the "INTRODUCTION," "Conditions to the Offer" and "Certain Legal Matters" of the Offer to Purchase is incorporated herein by reference. (d) The information set forth in "Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act Registration; Margin Regulations" and "Certain Legal Matters" of the Offer to Purchase is incorporated herein by reference. (e) None. (f) The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, to the extent not otherwise incorporated herein by reference, is incorporated herein by reference. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase dated August 14, 1998. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Press Release of Parent dated August 12, 1998. (a)(8) Press Release of Parent dated August 14, 1998. (a)(9) Summary Advertisement. (b) None. (c)(1) Agreement and Plan of Merger, dated as of August 11, 1998, by and among Parent, Purchaser and the Company. (c)(2) Stock Option Agreement, dated as of August 11, 1998, by and between Parent and the Company. (c)(3) Software Distribution and Loan Agreement, dated as of August 11, 1998, by and between Hasbro Interactive, Inc. ("Hasbro Interactive"), a Delaware corporation and a wholly owned subsidiary of Parent, and the Company. (c)(4) Confidentiality Agreement, dated as of June 16, 1998, by and between Hasbro Interactive and the Company (as amended). (d) None. (e) Not applicable. (f) None. 6
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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. Dated: August 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 7
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INDEX TO EXHIBITS [Download Table] SEQUENTIAL EXHIBIT PAGE NO. ------- ---------- (a)(1) Offer to Purchase, dated August 14, 1998. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Press Release of Parent dated August 12, 1998. (a)(8) Press Release of Parent dated August 14, 1998. (a)(9) Summary Advertisement. (c)(1) Agreement and Plan of Merger, dated as of August 11, 1998, by and among Parent, Purchaser and the Company. (c)(2) Stock Option Agreement, dated as of August 11, 1998, by and between Parent and the Company. (c)(3) Software Distribution Agreement, dated as of August 11, 1998, by and between Hasbro Interactive, Inc. ("Hasbro Interactive"), a Delaware corporation and a wholly owned subsidiary of Parent, and the Company. (c)(4) Confidentiality Agreement, dated as of June 16, 1998, by and between Hasbro Interactive and the Company (as amended). (d) None. (e) Not Applicable. (f) None. 8

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:8/14/9848SC 14D9
8/12/986810-Q
8/11/9818
6/16/9868
2/6/964
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