SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDING FORM 8-A DATED NOVEMBER 20, 1998
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BESTFOODS
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(Exact name of registrant as specified in its charter)
Delaware 36-2385545
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
700 Sylvan Avenue
International Plaza
Englewood Cliffs, New Jersey 07632-9976
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. |_|
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. |_|
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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This Form 8-A/A amends and supplements the Form 8-A filed by Bestfoods, a
New York corporation, dated November 20, 1998 (the "Form 8-A").
Item 1. Description of Securities to be Registered.
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Item 1 of the Form 8-A is hereby amended by adding the following
paragraph at the end of such item:
On June 6, 2000, Bestfoods executed an Agreement and Plan of Merger
with Unilever PLC, a company incorporated under the laws of and registered
in England, Unilever N.V., a Netherlands corporation, Conopco, Inc., a New
York corporation and a subsidiary of Unilever PLC and Unilever N.V., and
Titan Acquisition Company, a Delaware corporation and a wholly owned
subsidiary of Conopco, Inc., providing for the merger of Titan Acquisition
Company with and into Bestfoods. On June 6, 2000, Bestfoods and First
Chicago Trust Company of New York, a New York corporation, executed an
Amendment No. 1 (the "Amendment") to the Rights Agreement, dated as of
January 4, 1999, (the "Rights Agreement").
Section 1 of the Amendment provides:
1. The definition of "Acquiring Person" set forth in Section 1(a) of
the Rights Agreement is hereby amended by adding at the end of the
definition the following:
Notwithstanding the foregoing, neither Unilever PLC, a company incorporated
under the laws of and registered in England ("Unilever PLC"), nor Unilever
N.V., a Netherlands corporation (Unilever NV), nor any of their respective
Associates and Affiliates shall be deemed an Acquiring Person to the extent
that such Person becomes the beneficial owner of shares of Common Stock
solely by reason of (i) the execution of the Agreement and Plan of Merger,
dated as of June 6, 2000 (the "Merger Agreement"), by and among Unilever
PLC, Unilever NV, Conopco, Inc., a New York corporation and a subsidiary of
Unilever PLC and Unilever NV, Titan Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Conopco, Inc., and the
Company, providing for the Merger (as defined in the Merger Agreement) of
Titan Acquisition Company with and into the Company, or (ii) the
consummation of the Merger or any other transaction contemplated by the
Merger Agreement in accordance with its terms.
Section 2 of the Amendment provides:
2. Section 3(a) of the Rights Agreement is hereby amended by adding at
its end the following:
Notwithstanding the foregoing, a Distribution Date shall not occur by
reason of the Merger Agreement, the Merger or any other transaction
contemplated by the Merger Agreement.
Section 3 of the Amendment provides:
3. Section 7 of the Rights Agreement is hereby amended by adding
clause (g) as follows:
(d) Notwithstanding the foregoing, the Rights shall expire immediately
prior to the Effective Time (as defined in the Merger Agreement).
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 2 and is incorporated herein by reference, and to the
Rights Agreement, which is attached as Exhibit 1 to the Form 8-A filed by
Bestfoods on November 20, 1998 and is incorporated herein by reference.
<PAGE>
Item 2. Exhibits.
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Item 2 of the Form 8-A is hereby amended by adding a new Exhibit 2:
2. Amendment No. 1, dated as of June 6, 2000, to the Rights
Agreement, dated as of January 4, 1999, between Bestfoods
and First Chicago Trust Company of New York, as Rights
Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
BESTFOODS
By: /s/ EDUARDO B. SANCHEZ
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Name: Eduardo B. Sanchez
Title: Vice President and
General Counsel
June 23, 2000
<PAGE>
EXHIBIT INDEX
Exhibit Description
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1. Rights Agreement, dated as of January 4, 1999 between Bestfoods
and First Chicago Trust Company of New York, as Rights Agent.
Incorporated by reference to Exhibit 1 of Bestfoods's Form 8-A,
dated as of November 20, 1998, File No. 001-04199.
Amendment No. 1, dated as of June 6, 2000 to the Rights
Agreement, dated as of January 4, 1999, between Bestfoods and
First Chicago Trust Company of New York, as Rights Agent.
