SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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. 3)*
Block Drug Company, Inc.
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(Name of Subject Company (Issuer))
SB Acquisition Corp.
and
SmithKline Beecham Holdings Corporation
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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)
Donald F. Parman, Esq.
SmithKline Beecham Holdings Corporation
One Franklin Plaza
Philadelphia, Pennsylvania 19102
(215) 751-7633
Copies to:
James F. Munsell, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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(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* 770,703,846 Amount of Filing Fee** 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.
**This amount has previously been paid.
[ ] 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] 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. [ ]
<PAGE>
This Amendment No. 3 (this "Amendment"), amends and supplements the
joint Tender Offer Statement on Schedule TO (as amended and supplemented, the
"Schedule TO") filed with the Securities and Exchange Commission on October 19,
2000, as previously amended by Amendment No. 1 on November 3, 2000 and Amendment
No. 2 on December 14, 2000, by SB Acquisition Corp. ("Purchaser"), a New Jersey
corporation and a wholly-owned subsidiary of SmithKline Beecham Holdings
Corporation, a Delaware corporation ("SBHC"), to purchase all the outstanding
shares of Class A common stock, par value $.10 per share (the "Class A Shares"),
of Block Drug Company, Inc., a New Jersey corporation (the "Company"), which are
not owned by SBHC 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, which incorporates by reference the information contained
in the Offer to Purchase, is hereby amended and supplemented by adding the
following:
"On December 27, 2000, SmithKline Beecham plc ("SmithKline Beecham")
became a wholly-owned subsidiary of GlaxoSmithKline plc, a public
limited company organized under the laws of England and Wales ("GSK"),
upon the effectiveness of the merger of SmithKline Beecham and Glaxo
Wellcome plc pursuant to a scheme of arrangement approved by the
English High Court. Thereafter, on January 11, 2001, SmithKline Beecham
assigned all its rights and obligations as a party to the Agreement and
Plan of Merger among SmithKline Beecham, Purchaser and the Company,
dated October 7, 2000, to SBHC. SmithKline Beecham also transferred to
SBHC 100% of the issued and outstanding shares of common stock of the
Purchaser. SBHC is now the sole shareholder of the Purchaser.
On January 11, 2001, GSK and the Company received final regulatory
clearance from the European Commission to complete the Offer and the
Merger.
Reference is hereby made to the press release issued by GSK and the
Company on January 11, 2001, a copy of which is attached hereto as
Exhibit (a)(1)(J) and incorporated herein by reference."
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented
by adding thereto the following exhibits:
"(a)(1)(J) Press Release issued by GSK and the Company on January 11,
2001."
"(d)(3) Assignment and Assumption Agreement, dated as of January 11,
2001, between SmithKline Beecham and SBHC."
<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: January 12, 2001
SmithKline Beecham Holdings Corporation
By: /s/ Donald F. Parman
-----------------------------------
Name: Donald F. Parman
Title: Vice President and Secretary
SB Acquisition Corp.
By: /s/ Donald F. Parman
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Name: Donald F. Parman
Title: Assistant Secretary
EXHIBIT INDEX
(a)(1)(10) Press Release issued by GSK and the Company on January 11, 2001
(d)(3) Assignment and Assumption Agreement, dated as of January 11, 2001,
between SmithKline Beecham and SBHC.
