SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 15
Certification and Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act
of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number 1-4199
Bestfoods
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(Exact name of registrant as specified in its charter)
700 Sylvan Avenue
International Plaza
Englewood Cliffs, New Jersey 07632-9976
(201) 894-4000
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(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
1991 Preferred Stock Purchase Rights
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(Title of each class of securities covered by this Form)
Common Stock
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(Titles of all other classes of securities for which
a duty to file reports under section 13(a) or
15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [ X ]
Approximate number of holders of record as of the certification or notice
date: Zero
Pursuant to the requirements of the Securities Exchange Act of 1934,
Bestfoods has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.
DATE: January 4, 1999 BY: /s/ Hanes A. Heller
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Name: Hanes A. Heller
Title: Vice President, General
Counsel and Secretary
