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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 4, 2000 (May 2, 2000)
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Date of Report (Date of earliest event reported)
Bestfoods
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-4199 36-2385545
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
700 Sylvan Avenue
International Plaza
Englewood Cliffs, New Jersey 07632-9976
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(Address of Principal Executive Offices) (Zip Code)
(201) 894-4000
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS.
Reference is made to the press release issued by Registrant on May 2,
2000 filed herewith as Exhibit 1 describing the Company's rejection of
unsolicited Unilever proposal. Exhibit 1 is incorporated by such reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 1 Registrant's Press Release issued on May 2, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 4, 2000 BESTFOODS
By:/s/ EDUARDO B. SANCHEZ
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Vice President, General Counsel
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EXHIBIT 1
BESTFOODS REJECTS UNSOLICITED UNILEVER PROPOSAL
Englewood Cliffs, NJ, May 2, 2000 -- In response to inquiries, Bestfoods
(NYSE:BFO) today confirmed that its Board of Directors, with the advice of
independent financial and legal counsel, has reviewed an unsolicited proposal
from Unilever to acquire, under certain conditions, all of the outstanding
shares of Bestfoods at $66 per share in cash.
Bestfoods stated that its Board unanimously determined that the Unilever
proposal was financially inadequate and not in the best interests of Bestfoods,
its shareholders and other constituencies, given Bestfoods' successful
business strategies and growth prospects.
Accordingly, upon the Board's determination, the following letter was
immediately sent from C.R. Shoemate, Chairman and Chief Executive Officer of
Bestfoods, to Niall FitzGerald and Antony Burgmans, Chairmen of Unilever.
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May 2, 2000
Mr. Antony Burgmans
Mr. Niall FitzGerald
Unilever
Unilever House
Blackfriars, London
Gentlemen:
As you should be aware, Bestfoods publicly has stated that its vision is to be
the best international food company in the world. We believe that our record of
financial performance and business success supports this vision. We are
confident that we are well positioned globally for outstanding long-term growth.
We view your interest in acquiring Bestfoods as validation of Bestfoods' global
strategy in the consumer foods industry. When you disclosed this interest to us
on April 20, 2000, through an unsolicited written proposal stating your desire
to purchase all outstanding shares of Bestfoods common stock, par value $0.25
per share, at $61 to $64 cash per share, we subsequently informed you that our
management would study the proposal and would submit it to the Bestfoods Board
of Directors for its review at a special Board meeting on May 2. We also
informed you that no preclusive action would be taken by the Bestfoods Board
prior to considering your letter. No such action was taken by the Board.
On May 1, 2000, unsolicited, you increased your proposal, subject to certain
conditions, to $66 per share.
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After careful consideration of Unilever's latest proposal, including
consultation with independent financial and legal advisors, the Bestfoods Board
of Directors has determined that Unilever's proposal of $66 per share is
financially inadequate; the proposal is not in the best interests of Bestfoods,
its shareholders, and other constituents; and it is not opportune to consider
a sale of the company. Indeed, the Board affirmed that Bestfoods should
continue to focus on the accomplishment of its proven business strategies and
determined that there is no reason to explore your proposal further. Therefore,
the Board unanimously has determined to reject the Unilever proposal.
As Bestfoods' results demonstrate, and as we reported at our recent April 27,
2000, Annual Meeting of Shareholders, Bestfoods' business strategy is working.
As a 100% consumer foods company -- which we have been for just over two years
- -- we have a higher growth momentum than ever before. Bestfoods is
outperforming the food industry peer group. Our financial flexibility,
operating strengths, and size mean that we will be able to move to capitalize
on numerous attractive growth opportunities, often unavailable to others in our
industry.
In summary, it is the Board's determination that Unilever's proposal would
preclude Bestfoods' shareholders from reaping the rewards inherent in
Bestfoods' progress and strategic positioning.
Best,
C.R. Shoemate
(End of Letter)
# # #
To provide the clearest possible description of our business and outlook, this
report contains forward-looking statements based on our best current
information and reasonable assumptions about anticipated developments.
Statements including such words as "expects", "anticipates", "intends",
"plans", "believes", "estimates" and other similar expressions are intended to
identify such forward-looking statements. Because of the risks and
uncertainties that always exist in any operating environment or business, we
cannot make assurances that these expectations will prove correct. Actual
results and developments may differ materially depending upon currency values,
competitive pricing, consumption levels, costs and political and social
conditions in the economies and environments where Bestfoods operates.
ABOUT BESTFOODS: Bestfoods, formerly CPC International Inc., is the nation's
most international food company, with sales of $8.6 billion in 1999. Best known
among Bestfoods' U.S. products are: Hellmann's and Best Foods mayonnaise and
dressings; Mazola corn oil and margarine; Skippy peanut butter; Knorr soups,
sauces, and bouillons; Entenmann's sweet baked products; Thomas' English
muffins; Arnold, Brownberry, Freihofer's, and Oroweat breads; Boboli pizza
crusts; Mueller's pasta; and Karo syrup. Bestfoods' global Knorr brand
comprises one of the world's most extensive lines of products. Bestfoods is the
most international food company based in the U.S., with operations in more than
60 countries and products marketed in 110 countries. For more information about
Bestfoods, visit the company's website on the Internet at:
http://www.bestfoods.comp.
