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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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)
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
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.
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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
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Name: Phillip H. Waldoks
Title: Secretary
Hasbro, Inc.
BY: /s/ Phillip H. Waldoks
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Name: Phillip H. Waldoks
Title: Senior Vice President - Corporate
Legal Affairs and Secretary
INDEX TO EXHIBITS
Sequential
Exhibit
Page No.
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(a)(10) -- Press Release of Parent dated September 14, 1998.
Exhibit (a)(10)
FOR IMMEDIATE RELEASE
Contact: HASBRO
Wayne S. Charness: (News Media)
401-727-5983
or
Renita O'Connell: (Investor Relations)
401-727-5401
HASBRO, INC. EXTENDS TENDER OFFER FOR MICROPROSE, INC.
Pawtucket, R.I. September 14, 1998 -- Hasbro, Inc. (ASE: HAS)
announced today that it is extending to 5:00 p.m., New York City time,
on Monday, September 14, 1998, its previously announced $6.00 per share
cash tender offer to purchase all the outstanding shares of common stock of
MicroProse, Inc. (NASDAQ: MPRS).
Hasbro reported that a total of 5,086,252 shares of
MicroProse common stock, representing approximately 88% of the shares
outstanding, have been tendered and not withdrawn as of 12:00 Midnight,
New York City time on September 11, 1998. In addition, guarantees of
delivery as to 175,335 shares were received. The purpose of the extension
is to provide additional time for MicroProse stockholders to tender a
sufficient number of shares so that Hasbro, following the expiration of the
tender offer, may acquire all remaining MicroProse shares not tendered in
the tender offer by means of a "short form" merger under Delaware law
without a stockholders' meeting. If 90% or more of the outstanding
MicroProse shares are tendered by 5:00 p.m., New York City time on
September 14, 1998, Hasbro intends to effect such a "short form" merger
promptly thereafter for $6.00 per share in cash, without prior notice to,
or any action by, any remaining MicroProse stockholders.
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 registered
trademark, Kenner registered trademark, Tonka registered trademark,
OddzOn registered trademark, Super Soaker registered trademark, Milton
Bradley registered trademark, Parker Brothers registered trademark,
Tiger trademark, and Hasbro Interactive trademark products, provide children
and families with the highest quality and most recognizable toys and games in
the world.
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 website
at www.microprose.com.