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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
RULE 14d-100
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BLOCK DRUG COMPANY, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
SMITHKLINE BEECHAM PLC (OFFEROR)
AND
SB ACQUISITION CORP. (OFFEROR)
(NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER
PERSON))
CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
093644102
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES R. BEERY
SMITHKLINE BEECHAM PLC
ONE NEW HORIZON COURT
BRENTFORD, MIDDLESEX TW8 9EP
ENGLAND
(011 44) 208-975-2000
Copies to:
JAMES F. MUNSELL
CLEARY, GOTTLIEB, STEEN & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NY 10006
(212) 225-2000
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$770,703,846 $154,141
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* For purposes of calculating the filing fee pursuant to Rule 0-11(d), the
Transaction Value was calculated on the basis of (i) 14,541,582 shares of
Class A common stock, par value $.10 per share, and (ii) the tender offer
price of $53.00 per share. The Transaction Value does not include the value
of the transaction with respect to the offer to purchase all outstanding
shares of Class B common stock, par value $.10 per share, of Block Drug
Company, Inc., which shares are not registered under the Securities Exchange
Act of 1934, as amended.
** The filing fee, calculated in accordance with Rule 0-11, is 1/50th of one
percent of the aggregate Transaction Value.
[ ] 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: Filing Party:
Form or Registration No.: Date Filed:
[ ] 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.
[ ] 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. [ ]
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This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
SB Acquisition Corp., a New Jersey corporation ("Purchaser") and a wholly owned
subsidiary of SmithKline Beecham plc, a public limited company organized under
the laws of England and Wales ("Parent"). This Schedule TO relates to the offer
by Purchaser to purchase all outstanding shares of Class A common stock, par
value $.10 per share, of Block Drug Company, Inc. (the "Class A Stock") at a
purchase price of $53.00 per share, net to the seller in cash. This Schedule TO
does not relate to the separate but simultaneous offer by the Purchaser to
purchase all of the outstanding shares of Class B common stock, par value $.10
per share, of Block Drug Company, Inc. (the "Class B Stock" and, collectively
with the outstanding shares of Class A Stock, the "Shares"), at a purchase price
of $53.00 per share, net to the seller in cash. Such offers are being made
together upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 19, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A)
and (a)(1)(B), together with any amendments or supplements thereto. The
information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1-9 and 11
of this Schedule TO. The Agreement and Plan of Merger, dated as of October 7,
2000, among Parent, Purchaser and the Company, a copy of which is attached as
Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items
5 and 11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS
Not applicable
ITEM 12. EXHIBITS
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(a)(1)(A) Offer to Purchase, dated as of October 19, 2000
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Text of Press Release issued by Parent and the Company on
October 9, 2000 (incorporated by reference to the Schedule
TO-C filed by SmithKline Beecham plc and SB Acquisition
Corp. on October 11, 2000)
(a)(1)(H) Summary Advertisement as published in the Wall Street
Journal on October 19, 2000
(b) Not applicable
(d)(1) Agreement and Plan of Merger, dated as of October 7, 2000,
among the Company, Parent and Purchaser (incorporated by
reference to Exhibit 2.1 to the report on Form 8-K filed by
Block Drug Company, Inc. on October 9, 2000)
(d)(2) Block Drug Company, Inc. Voting and Tender Agreement, dated
as of October 7, 2000, among Parent, Purchaser and certain
shareholders of the Company (incorporated by reference to
Exhibit 2.2 to the report on Form 8-K filed by Block Drug
Company, Inc. on October 9, 2000)
(g) Not applicable
(h) Not applicable
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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.
Dated: October 19, 2000
SMITHKLINE BEECHAM PLC
By: /s/ JAMES R. FORD
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Name: James R. Ford
Title: Attorney-in-Fact
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.
Dated: October 19, 2000
SB ACQUISITION CORP.
By: /s/ DONALD F. PARMAN
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Name: Donald F. Parman
Title: Assistant Secretary
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EXHIBIT INDEX
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EXHIBIT NUMBER
-------------- DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated as of October 19, 2000
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Text of Press Release issued by Parent and the Company on
October 9, 2000 (incorporated by reference to the Schedule
TO-C filed by SmithKline Beecham plc and SB Acquisition
Corp. on October 11, 2000)
(a)(1)(H) Summary Advertisement as published in the Wall Street
Journal on October 19, 2000
(d)(1) Agreement and Plan of Merger, dated as of October 7, 2000,
among the Company, Parent and Purchaser (incorporated by
reference to Exhibit 2.1 to the report on Form 8-K filed by
Block Drug Company, Inc. on October 9, 2000)
(d)(2) Block Drug Company, Inc. Voting and Tender Agreement, dated
as of October 7, 2000, among Parent, Purchaser and certain
shareholders of the Company (incorporated by reference to
Exhibit 2.2 to the report on Form 8-K filed by Block Drug
Company, Inc. on October 9, 2000)
(i) Power of Attorney
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