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. 4 - Final Amendment)*
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. [X]
This Amendment No. 4, the final amendment (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, Amendment No. 2 on December 14, 2000 and Amendment No. 3 on
January 12, 2001, by SB Acquisition Corp. ("Purchaser"), a New Jersey
corporation and a wholly-owned subsidiary of SmithKline Beecham Holdings
Corporation ("SBHC"), a Delaware corporation and an indirect wholly-owned
subsidiary of GlaxoSmithKline plc, a public limited company organized under the
laws of England and Wales ("GSK"), 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:
"The Offer expired at 5:00 pm, New York City time, on January 12, 2001.
Pursuant to the Offer and based upon the report of the Depositary, the
Purchaser has accepted for payment 14,319,496 Class A Shares (including
174,556 Class A Shares tendered by guaranteed delivery) and 8,671,372
Class B Shares. Together with the Shares already held by Parent or its
affiliates, Purchaser now owns 14,319,496 Class A Shares and 8,671,372
Class B Shares, representing approximately 98.5% and 100% of the
outstanding Class A Shares and Class B Shares, respectively.
Reference is hereby made to the press release issued by GSK on January
16, 2001, a copy of which is attached hereto as Exhibit (a)(1)(K) and
incorporated herein by reference."
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented
by adding thereto the following exhibit:
"(a)(1)(K) Press Release issued by GSK on January 16, 2001."
<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 16, 2001
SMITHKLINE BEECHAM HOLDINGS CORPORATION
By: /s/ Donald F. Parman
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Name: Donald F. Parman
Title: Vice President & Secretary
SB ACQUISITION CORP.
By: /s/ Donald F. Parman
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Name: Donald F. Parman
Title: Assistant Secretary
EXHIBIT INDEX
(a)(1)(11) Press Release issued by GSK on January 16, 2001
