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
June 6, 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 (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
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.
On June 6, 2000, Bestfoods ("Bestfoods") and Unilever PLC and,
Unilever N.V. (collectively, "Unilever") announced that they had signed a
definitive merger agreement, as a result of which Bestfoods will become an
indirect wholly owned subsidiary of Unilever. Under the terms of the
agreement, upon the effectiveness of the merger of an indirect subsidiary
of Unilever into Bestfoods, each outstanding share of Bestfoods' common
stock will be converted into the right to receive $73 per share in cash.
The transaction is expected to close in the fourth quarter of 2000, subject
to the vote of Bestfoods' and Unilever's stockholders and customary
regulatory approvals and closing conditions.
The related press release is attached hereto as Exhibit 99.1. The
related merger agreement is attached hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger, dated June 6, 2000, by and
among Unilever PLC, Unilever N.V., Conopco, Inc., Titan
Acquisition Company and Bestfoods.
Exhibit 99.1 Joint Press Release, dated June 6, 2000. The Joint Press
Release is incorporated by reference to the Registrant's
Schedule 14A filed June 6, 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: June 21, 2000 BESTFOODS
By: /s/ EDUARDO B. SANCHEZ
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Vice President, General Counsel
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EXHIBIT INDEX
Exhibit Exhibit Description
Number
2.1 Agreement and Plan of Merger, dated June 6, 2000, by and among
Unilever PLC, Unilever N.V., Conopco, Inc., Titan Acquisition
Company and Bestfoods
99.1 Joint Press Release, dated June 6, 2000. The Joint Press Release is
incorporated by reference to the Registrant's Schedule 14A filed
June 6, 2000
