SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-3
Registration Statement
Under The
Securities Act of 1933
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GERBER PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Michigan 38-0558270
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
445 State Street
Fremont, Michigan 49413
(616) 928-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Stephen R. Clark
Vice President and General Counsel
445 State Street
Fremont, Michigan 49413
(616) 928-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Arthur J. Simon William R. Kunkel
Gardner, Carton & Douglas Skadden, Arps, Slate,
321 North Clark Street Meagher & Flom
Quaker Tower 333 West Wacker Drive
Chicago, IL 60610 Chicago, IL 60606
(312) 245-8451 (312) 407-0820
Approximate date of commencement of the proposed sale to the
public: not applicable
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. []
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. []
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____________________________
DEREGISTERING THE DEBT SECURITIES, WARRANTS TO PURCHASE DEBT
SECURITIES, PREFERRED STOCK, WARRANTS TO PURCHASE PREFERRED STOCK,
COMMON STOCK AND CURRENCY WARRANTS THAT WERE TO BE OFFERED AND SOLD
PURSUANT TO THIS REGISTRATION STATEMENT.
<PAGE>
This Registration Statement No. 33-66878 (the "Registration
Statement") registered an aggregate of $150 million of Debt
Securities, Warrants to Purchase Debt Securities, Preferred Stock,
Warrants to Purchase Preferred Stock, Common Stock and Currency
Warrants (collectively, the "Securities") to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended.
On August 25, 1994, Gerber Products Company (the "Registrant")
became an indirect wholly-owned subsidiary of Sandoz Ltd. following
a merger. In light of the merger, it is anticipated that the
Registrant's securities will no longer be registered under the
Securities Exchange Act of 1934, as amended. No Securities have
been or will be issued under the Registration Statement.
Accordingly, the Registrant is deregistering all of the Securities
under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Fremont, State of Michigan on the 15th day of September, 1994.
Gerber Products Company
By: /s/ Alfred A. Piergallini
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Alfred A. Piergallini
Its: Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
the Registration Statement has been signed below on this 15th day
of September, 1994 by the following persons in the capacities
indicated.
/s/ Alfred A. Piergallini Chairman of the Board, President
- ---------------------------- and Chief Executive Officer
Alfred A. Piergallini
/s/ Fred K. Schomer Executive Vice President, Chief
- ---------------------------- Financial Officer
Fred K. Schomer
/s/ Craig G. Wassenaar Corporate Comptroller
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Craig G. Wassenaar
/s/ Robert L. Thompson, Jr. Director
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Robert L. Thompson, Jr.
/s/ Heinz P. Imhof Director
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Heinz P. Imhof
/s/ Roland Leosser Director
- -----------------------------
Roland Loesser
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