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
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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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
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CALCULATION OF FILING FEE
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[Download Table]
TRANSACTION VALUATION* $34,694,418 AMOUNT OF FILING FEE $6,939
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* 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]
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1. Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons NEW HIAC CORP.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use only
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4. Source of Funds AF
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization DELAWARE
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
NONE
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row (7)
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10. Type of Reporting Person CO
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14D-1
CUSIP NO. 59513V 20 6
[Download Table]
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1. Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons HASBRO, INC.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use only
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4. Source of Funds WC
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization RHODE ISLAND
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
NONE
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row (7)
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10. Type of Reporting Person CO
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3
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
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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.
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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.
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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
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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
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INDEX TO EXHIBITS
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SEQUENTIAL
EXHIBIT PAGE NO.
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(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.
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Dates Referenced Herein and Documents Incorporated by Reference
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