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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
(Amendment No. 2)
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
GERBER PRODUCTS COMPANY
(Name of Subject Company)
SL Sub Corp. and
Sandoz Ltd.
(Bidder)
Common Stock, $2.50 par value
(including Preferred Stock Purchase Rights
issued with respect thereto)
(Title of Class of Securities)
373712 10 8
(CUSIP Number of Class of Securities)
Robert L. Thompson, Jr., Esq.
Sandoz Corporation
608 Fifth Avenue, 10th Floor
New York, New York 10020
Telephone: (212) 830-2401
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copy to:
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") relates to the offer by SL Sub Corp., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Sandoz Ltd., a
corporation organized under the laws of Switzerland ("Parent"), to purchase all
outstanding shares of Common Stock, par value $2.50 per share (the "Common
Stock"), of Gerber Products Company, a Michigan corporation, and the associated
preferred stock purchase rights issued pursuant to the Rights Agreement, dated
as of July 25, 1990, as amended, between Gerber Products Company and Harris
Trust and Savings Bank, as Rights Agent (together with the Common Stock, the
"Shares"), at a price of $53.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in Purchaser's Offer to Purchase,
dated May 27, 1994 (the "Offer to Purchase"), and in the related Letter of
Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented as follows:
Purchaser has extended the Offer until 5:00 p.m., New York City time, on
Wednesday, August 24, 1994. A press release issued by Parent on July 1, 1994
relating to the extension of the Offer is filed as Exhibit (a)(11) to the
Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following Exhibit:
(a)(11) Press Release issued by Parent on July 1, 1994.
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SIGNATURE
After due 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.
July 1, 1994 SL SUB CORP.
By /s/ ROBERT L. THOMPSON, JR.
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Name: Robert L. Thompson, Jr.
Title: Vice President and
Secretary
SANDOZ LTD.
By /s/ MARC MORET
------------------------------------
Name: Marc Moret
Title: Chairman of the Board
By /s/ ROLF W. SCHWEIZER
------------------------------------
Name: Rolf W. Schweizer
Title: Chief Executive Officer
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EXHIBIT INDEX
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(a)(11) Press Release issued by Parent on July 1, 1994.
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FOR IMMEDIATE RELEASE
Contacts:
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<S> <C>
THOMAS C. FRANCO SANDOZ LTD.
Broadgate Consultants, Inc. Corporate Communications Dept.
(212) 229-2222 011-41-61-324-9001
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SANDOZ EXTENDS TENDER OFFER FOR GERBER
New York, New York and Basle, Switzerland, July 1, 1994 -- Sandoz Ltd.
announced today that it has extended its tender offer for Gerber Products
Company until 5:00 p.m., New York City time, on Wednesday, August 24, 1994.
While the offer remains subject to certain conditions, the only remaining
regulatory condition is receipt of approval of the New York Superintendent of
Insurance for the acquisition of control of Gerber Life Insurance Company, a
subsidiary of Gerber.
Sandoz said that as of 5:00 p.m. on June 30, 1994, approximately 62,025,037
shares of Gerber common stock had been tendered into the offer and not
withdrawn, of which approximately 10,270,978 were tendered pursuant to notices
of guaranteed delivery.
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