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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No.1 (Final Amendment) to
SCHEDULE TO
Tender Offer Statement Under Section
14(d)(1) or Section 13(E)(1) of the Securities Exchange Act of 1934
and
Amendment No. 1 to
SCHEDULE 13D
under the Securities Exchange Act of 1934
BALANCE BAR COMPANY
(Name of Subject Company)
BB ACQUISITION, INC. (offeror)
a wholly-owned subsidiary of
KRAFT FOODS, INC.
a wholly owned subsidiary of
PHILIP MORRIS COMPANIES INC.
(Names of Filing Persons
(identifying status as offeror, issuer or other person))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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057623100
(Cusip Number of Class of Securities)
William J. Eichar
Kraft Foods, Inc.
Three Lakes Drive
Northfield, IL 60093
Telephone: (847) 646-2000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Michael Timmers
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
Telephone: 312-861-2000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$268,364,817 $53,673
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* For purposes of calculating amount of filing fee only. This amount assumes
(i) the purchase of all outstanding shares of common stock of Balance Bar
Company and (ii) shares of common stock of Balance Bar Company subject to
options that will be vested and be exercisable as of the closing of this offer.
The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[x] Check the 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: $53,673 Form or Registration No.: Schedule TO-T
Filing party: BB Acquisition, Inc., Date Filed: January 28, 2000
Kraft Foods, Inc.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[x] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [x]
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Exhibit Index Appears on Page 3
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CUSIP No. 057623100
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule
TO filed with the Securities and Exchange Commission on January 28, 2000, by BB
Acquisition, Inc. ("Purchaser"), a Delaware corporation and a wholly owned
subsidiary of Kraft Foods, Inc., a Delaware corporation ("Parent") and wholly
owned subsidiary of Philip Morris Companies Inc. ("Philip Morris"). The
Schedule TO relates to the offer to purchase all outstanding shares of common
stock, par value $.01 per share (the "Common Stock") of Balance Bar Company, a
Delaware corporation (the "Company"), at a purchase price of $19.40 per share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated as of January 28, 2000 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Offer to Purchase and the Schedule TO.
This Amendment also amends the Schedule 13D of Purchaser, Parent and Philip
Morris filed with the Securities and Exchange Commission on January 31, 2000,
which is incorporated herein by reference. Reference is hereby made to the press
release dated February 28, 2000, which is attached hereto as Exhibit (a)(9) and
is incorporated herein by reference.
ITEM 8. Interest in Securities of the Subject Company.
At 12:00 midnight, New York City time on Friday, February 25, 2000 the
Offer expired. Based on preliminary information provided by the Depositary,
approximately 12.4 million shares of Common Stock were validly tendered and not
withdrawn pursuant to the Offer (including 194,327 shares of Common Stock
subject to guarantees of delivery), which together represent approximately 98%
of the outstanding shares of Common Stock. The Purchaser has accepted for
payment all such shares of Common Stock at the purchase price of $19.40 per
share of Common Stock, net to the seller in cash.
Item 12. Exhibits.
Item 12 is hereby amended to add the following exhibit.
(a)(9) Press release issued by Parent and the Company on February 28, 2000.
1
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
BB ACQUISITION, INC.
By: /s/ William J. Eichar
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Name: William J. Eichar
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Title: President
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KRAFT FOODS, INC.
By: /s/ William J. Eichar
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Name: William J. Eichar
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Title: Vice President, Mergers and Acquisitions
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PHILIP MORRIS COMPANIES INC.
By: /s/ G. Penn Holsenbeck
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Name: G. Penn Holsenbeck
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Title: Vice President, Associate General Counsel
and Corporate Secretary
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Dated: February 28, 2000
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EXHIBIT INDEX
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Exhibit No. Exhibit Name Page Number
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<S> <C> <C>
(a)(1) Offer to Purchase dated January 28, 2000*..................
(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) Text of Joint Press Release issued by Parent and the
Company on January 21, 2000*...............................
(a)(8) Summary Advertisement as published in The Wall Street
Journal on January 28, 2000*...............................
(a)(9) Press Release issued by Parent and the Company on February
28, 2000...................................................
(d)(1) Agreement and Plan of Merger, dated as of January 21, 2000,
among Parent, Purchaser and the Company*...................
(d)(2) Form of Support Agreement*.................................
(g) Not applicable.
(h) Not applicable.
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* Previously filed
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Exhibit (a)(9)
KRAFT FOODS SUBSIDIARY SUCCESSFULLY COMPLETES CASH TENDER OFFER
FOR SHARES OF BALANCE BAR COMPANY
NORTHFIELD, IL, February 28, 2000--Kraft Foods, Inc., the nation's largest
packaged foods company, and Balance Bar Company (NASDAQ-BBAR), a leading maker
of nutrition/energy bars, announced today successful completion of the cash
tender offer by BB Acquisition, Inc., a wholly-owned subsidiary of Kraft Foods,
for all outstanding shares of common stock of Balance Bar. The tender offer
expired, as scheduled, at midnight, New York City time, on Friday, February 25,
2000. BB Acquisition has accepted for purchase all shares validly tendered and
not withdrawn prior to the expiration of the offer. Based on information
provided by American Stock Transfer & Trust Company, as Depositary,
approximately12.3 million shares of Balance Bar have been acquired by BB
Acquisition (including 194,327 shares subject to guarantees of delivery),
representing approximately 97% of all outstanding shares.
Payment for shares properly tendered and accepted will be made as promptly
as practicable and, in the case of shares tendered by guaranteed delivery
procedures, promptly after timely delivery of shares and required documentation.
As previously announced, Kraft Foods will acquire the remaining Balance Bar
shares in a merger in which each share of Balance Bar common stock will be
converted into the right to receive $19.40 in cash, subject to appraisal rights,
and following which Balance Bar will become a wholly owned subsidiary of Kraft
Foods. Kraft Foods and Balance Bar expect to consummate the merger as soon as
practicable.
Kraft Foods, headquartered in Northfield, IL, is the North American food
business of Philip Morris Companies Inc.
# # #
For more information, please visit our website at www.kraftfoods.com/corporate.
Contact: Kraft Foods
Kathy Knuth, 847/646-2666
