AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NUMBER 333-64301
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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BESTFOODS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-2385545
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
700 SYLVAN AVENUE
INTERNATIONAL PLAZA
ENGLEWOOD CLIFFS, NJ 07632-9976
(201) 894-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
EDUARDO B. SANCHEZ, ESQ.
VICE PRESIDENT, GENERAL COUNSEL
BESTFOODS
700 SYLVAN AVENUE
INTERNATIONAL PLAZA
ENGLEWOOD CLIFFS, NJ 07632-9976
(201) 894-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
JEAN E. HANSON, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
---------------------
<PAGE>
This Amendment No. 3 to the Registration Statement on Form S-3
(Registration No. 333-64301) of Bestfoods is being filed to de-register
unsecured debt securities consisting of debentures, notes and other
evidence of indebtedness; which debt securities have not been issued as of
the date hereof.
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
Bestfoods certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 3 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State
of New York, on October 4, 2000.
Bestfoods
By: /s/ CHARLES R. SHOEMATE
----------------------------------------
Name: Charles R. Shoemate
Title: President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
NAME TITLE DATED
---- ----- -----
/s/ ROBERT J. GILLESPIE Executive Vice President, October 4, 2000
---------------------------- Strategic Business
Robert J. Gillespie Development and Finance
/s/ PHILIP V. TERENZIO Vice President and October 4, 2000
---------------------------- Controller
Philip V. Terenzio
/s/ THOMAS H. FLOYD Director October 4, 2000
----------------------------
Thomas H. Floyd
/s/ A. PETER HARWICH Director October 4, 2000
----------------------------
A. Peter Harwich
/s/ RONALD M. SOIEFER Director October 4, 2000
----------------------------
Ronald M. Soiefer
