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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of The
Securities Exchange Act of 1934
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GERBER PRODUCTS COMPANY
(Name of Subject Company)
Gerber Products Company
(Name of Person(s) Filing Statement)
Common Stock, par value $2.50 per share
(Title of Class of Securities)
373712 9 10 8
(CUSIP Number of Class of Securities)
Stephen R. Clark, Esq.
Vice President and General Counsel
445 State Street
Fremont, Michigan 49413
(616) 928-2000
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
With a copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
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This Amendment No. 2, filed with regard to the Schedule 14D-9 (the "14D-9")
electronically filed with the Securities and Exchange Commission on May 27,
1994 and relating to a recommendation to stockholders with regard to the offer
to purchase for cash all outstanding shares of the common stock, including the
associated rights, of Gerber Products Company by SL Sub Corp. ("Purchaser"), an
indirect wholly owned subsidiary of Sandoz Ltd. ("Parent"), amends and
supplements the 14D-9 to satisfy the filing requirements of Section 14(d)(4) of
the Securities Exchange Act of 1934, as amended, and Rule 14d-9 promulgated
thereunder.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the 14D-9.
Item 8. Additional Information to Be Furnished.
Item 8 is hereby amended by adding the following supplemental information:
"On August 3, 1994, Gerber Products Company announced that its
board of directors declared a regular quarterly dividend on the
Shares of $.215 per Share, payable September 10, 1994, to
shareholders of record on August 16, 1994. Shareholders of record on
the record date will not be required to withdraw Shares previously
tendered to Purchaser in response to the Offer or take any other
action as a result of the Offer in order to receive the dividend. A
press release related to the foregoing is filed as Exhibit 8 to the
14D-9 and is incorporated herein by reference."
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by adding the following Exhibit:
Exhibit 8 Press Release issued by Gerber Products Company dated
August 3, 1994.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: August 5, 1994 Gerber Products Company
By: /s/ Stephen R. Clark
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Stephen R. Clark
Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Page in Sequential
No. Numbering System
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8 Press Release issued by Gerber
Products Company on August 3, 1994
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EXHIBIT 8
Contact: Tim Croasdaile
(616) 928-2718
GERBER DECLARES DIVIDEND
Fremont, MI, August 3, 1994 -- Gerber Products Company (NYSE:GEB) board of
directors declared a regular quarterly dividend on its common stock of $.215
per share, payable September 10, 1994, to shareholders of record on August 16,
1994.
As previously announced, a subsidiary of Sandoz Ltd. has made an offer to
purchase for cash all of the outstanding shares of common stock of Gerber
Products Company at a price of $53.00 per share. The offer is scheduled to
expire at 5:00 p.m., New York City time, on August 24, 1994, unless extended.
Assuming that the Sandoz tender offer has not closed prior to the record date
of August 16, 1994, Gerber shareholders of record on the record date will be
entitled to receive the dividend on the dividend payment date regardless of
whether their shares have been tendered to Sandoz in response to its offer and
regardless of whether the Sandoz offer is consummated before or after the
dividend payment date of September 10, 1994. Holders of Gerber Products Company
shares will not be required to withdraw shares previously tendered to Sandoz in
response to its offer or take any other action as a result of the tender offer
in order to be entitled to receive the dividend.
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