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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
(Amendment No. 4 (Final Amendment))
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. 4 (Final Amendment) 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 (the
"Company"), 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 (which together constitute the
"Offer"), copies of which were filed as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented to read as follows:
The Company has advised Purchaser that as of August 18, 1994 69,626,655
Shares and options to purchase 1,606,924 Shares were issued and outstanding and
39,441 Shares were authorized to be issued under the Company's Stock Ownership
Plan or predecessor plan. As a result, as of such date, the Minimum
Condition would be satisfied if Purchaser acquired 35,636,511 Shares.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
At 5:00 p.m., New York City time, on Wednesday, August 24, 1994, the Offer
expired. Based on a preliminary count, approximately 69,081,714 Shares were
tendered pursuant to the Offer, of which 5,019,384 were tendered pursuant to
notices of guaranteed delivery. Such Shares (including Shares delivered
pursuant to notices of guaranteed delivery) constituted approximately 99.2% of
the outstanding Shares. On Wednesday, August 24, 1994, effective as of
5:01 p.m., all Shares validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment. A press release issued by
Parent on August 25, 1994 announcing the expiration of the Offer and the
acceptance of validly tendered Shares is attached hereto as Exhibit (a)(14) and
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(b) is hereby amended and supplement as follows:
On August 24, 1994, Purchaser received approval of the New York
Superintendent of Insurance (the "Superintendent") for the Acquisition of
Control of Gerber Life Insurance Company. A press release issued by Parent on
August 24, 1994 relating to the approval of the Superintendent is filed as
Exhibit (a)(15) 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)(14) Press Release issued by Parent on August 25, 1994.
(a)(15) Press Release issued by Parent on August 24, 1994.
2
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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.
August 25, 1994 SL SUB CORP.
By /s/ ROBERT L. THOMPSON, JR.
------------------------------------
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
3
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EXHIBIT INDEX
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PAGE IN
EXHIBIT SEQUENTIAL
NO. NUMBERING SYSTEM
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<C> <S> <C>
(a)(14) Press Release issued by Parent on August 25, 1994.
(a)(15) Press Release issued by Parent on August 24, 1994.
</TABLE>
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FOR IMMEDIATE RELEASE
=====================
SANDOZ COMPLETES ACQUISITION OF GERBER
NEW YORK/BASEL, SWITZERLAND, August 25, 1994 -- Sandoz Ltd. (OTC:SDOZY)
announced today it had completed its tender offer for Gerber Products Company.
The tender offer expired as scheduled at 5:00 p.m. New York City time, on
Wednesday, August 24, 1994. Based on a preliminary count, 69,081,714 shares
were tendered and accepted for payment, representing approximately 99.2% of the
outstanding shares of common stock.
Gerber will immediately merge with a North American Sandoz subsidiary
established for this purpose. After the merger, Sandoz will own 100% of
Gerber. Shares of Gerber which were not tendered into the offer will be
canceled and converted automatically into the right to receive $53.00 per share
in cash.
Sandoz, founded in 1886, discovers, develops, produces and markets products
and services in pharmaceuticals, nutrition, seeds, chemicals and agro sectors,
and in the construction & environment business. In 1993, Sandoz achieved sales
of 15.1 Sfr. billion ($10.3 billion) and net income of 1.7 Sfr. billion ($1.2
billion).
With the $3.7 billion acquisition of Gerber, Sandoz further strengthens
its Nutrition division. Gerber had sales of $1.2 billion in the fiscal year
which ended in March 1994 (89% in North America), operating income of $212
million and net income of $127 million before restructuring charges.
Gerber for 65 years has been a major developer, manufacturer and marketer
of baby food. In the U.S., Gerber is the leading baby food company with more
than 70% of the market. The Company has a strong presence in Mexico, Puerto
Rico and Central America, and employs 12,000 people worldwide.
Sandoz, which has operated in the U.S. for 75 years, employs approximately
11,000 people in its U.S. subsidiaries. Sandoz Ltd. ADRs (American Depositary
Receipts) are traded in the OTC market under the symbol SDOZY.
# # #
Contacts: Bjorn Edlund Tim Croasdaile Thomas C. Franco
Sandoz Gerber Broadgate Consultants,
Inc. for Sandoz
011-41-61-324-9001 (616)928-2718 (212)229-2222
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FOR IMMEDIATE RELEASE
SANDOZ TO CLOSE TENDER OFFER FOR GERBER
----------------------------------------------------
NEW YORK, NY and BASEL, SWITZERLAND, August 24, 1994 -- Sandoz Ltd. (NASDAQ:
SDOZY) announced today that it received the approval of the New York
Superintendent of Insurance for the acquisition of control of Gerber Life
Insurance Company, a wholly-owned subsidiary of Gerber Products Company (NYSE:
GEB). Accordingly, Sandoz's tender offer to purchase all the outstanding
shares of common stock of Gerber Products Company will expire today as
scheduled at 5:00 pm, New York City Time.
# # #
Contacts: Bjorn Edlund Tim Croasdaile Thomas C. Franco
Sandoz Gerber Broadgate Consultants,
Inc. for Sandoz
011-41-61-324-9001 (616)928-2718 (212)229-2222
