SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO-T/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Block Drug Company, Inc.
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(Name of Subject Company (Issuer))
SB Acquisition Corp.
and
SmithKline Beecham plc
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(Name of Filing Persons (Offerors))
Class A Common Stock, Par Value $.10 Per Share
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(Title of Class of Securities)
093644102
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(CUSIP Number of Class of Securities)
James R. Beery
SmithKline Beecham plc
One New Horizon Court
Brentford, Middlesex TW8 9BP
England
(011 44) 208-979-2000
Copies to:
James F. Munsell, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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.
<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements the
joint Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the
Securities and Exchange Commission on October 19, 2000 by SB Acquisition Corp.
("Purchaser"), a New Jersey corporation and a wholly-owned subsidiary of
SmithKline Beecham plc, a public limited company organized under the laws of
England and Wales ("Parent"), to purchase all the outstanding shares of Class A
common stock, par value $.10 per share (the "Shares"), of Block Drug Company,
Inc., a New Jersey corporation (the "Company"), which are not owned by Parent or
its affiliates, at a purchase price of $53.00 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 October 19, 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.
The Schedule TO is hereby amended and supplemented by adding the
following:
Subject to the applicable regulations of the Commission and to
the terms of the Merger Agreement, Purchaser expressly reserves the
right, in its sole discretion, at any time and from time to time, (i)
to delay acceptance for payment of, or, regardless of whether such
Shares were theretofore accepted for payment, payment for, any Shares
pending receipt of any necessary regulatory approval or in order to
comply in whole or in part with any applicable law and (ii) to
terminate the Offer and not accept for payment any Shares if any of the
conditions to the Offer have not been satisfied or upon the occurrence
of any of the events set forth in Section 13, in either case by giving
oral or written notice of such delay or termination to the Depositary.
Purchaser's right to delay the payment for Shares which Purchaser has
accepted for payment is limited by Rule 14e-1(c) under the Exchange
Act, which requires that a bidder pay the consideration offered or
return tendered securities promptly after the termination or withdrawal
of the Offer.
<PAGE>
SIGNATURES
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: November 3, 2000
SmithKline Beecham plc
By: /s/ James R. Ford
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Name: James R. Ford
Title: Attorney-in-Fact
SB Acquisition Corp.
By: /s/ Donald F. Parman
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Name: Donald F. Parman
Title: Assistant Secretary
