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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
(Amendment No. 1)
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. 1 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(b) is hereby amended and supplemented as follows:
On June 8, 1994, Purchaser was informed by the FTC that early termination
to the waiting period under the HSR Act relating to the purchase of Shares
pursuant to the Offer had been granted. Accordingly, the condition to the Offer
requiring the exporation or early termination of such waiting period has been
satisfied. A press release relating to the foregoing is filed as Exhibit (a)(10)
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)(10) Press Release issued by Purchaser on June 8, 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.
June 10, 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
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Name: Marc Moret
Title: Chairman of the Board
By /s/ ROLF W. SCHWEIZER
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Name: Rolf W. Schweizer
Title: Chief Executive Officer
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EXHIBIT INDEX
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PAGE IN
EXHIBIT SEQUENTIAL
NO. NUMBERING SYSTEM
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<S> <C> <C>
(a)(10) Press Release issued by Purchaser on June 8, 1994.
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SANDOZ RECEIVES EARLY TERMINATION OF HART-SCOTT-RODINO
WAITING PERIOD FOR ACQUISITION OF GERBER
New York, June 8, 1994 -- SL Sub Corp., a subsidiary of Sandoz Ltd.,
announced today that it has been informed by the United States Federal Trade
Commission that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to
the previously announced acquisition by Sandoz of Gerber Products Company
(NYSE: GEB) has been granted. Accordingly, the condition to Sandoz's tender
offer for Gerber requiring the expiration or early termination of such waiting
period has been satisfied.
The tender offer remains subject to further conditions, including receipt
of approval of the New York Superintendent of Insurance for the acquisition of
control of Gerber Life Insurance Company, a subsidiary of Gerber.
* * *
Contact: Jennifer Barnhart of Burson-Marsteller, 202-833-4298
