- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
------------------------
Helene Curtis Industries, Inc.
(Name of Subject Company)
Conopco Acquisition Company, Inc.
Conopco, Inc.
Unilever N.V.
(Bidders)
------------------------
Common Stock, Par Value $.50 Per Share
(Title of Class of Securities)
------------------------
423236108
(CUSIP Number of Class of Securities)
------------------------
Ronald M. Soiefer, Esq.
Vice President
Conopco, Inc.
390 Park Avenue
New York, New York 10022
(212) 888-1260
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
------------------------
Copy to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
Conopco Acquisition Company, Inc., Conopco, Inc. and
Unilever N.V. hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 (the "Statement"), originally filed
on February 20, 1996, as amended by Amendment No. 1, with respect
to their offer to purchase all outstanding shares of Common
Stock, par value $.50 per share, of Helene Curtis Industries,
Inc., a Delaware corporation (the "Company"), as set forth in
this Amendment No. 2. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
Item 3. Past Contacts, Transactions or
Negotiations with the Subject Company.
On March 15, 1996, Conopco, Inc., Conopco Acquisition
Company, Inc. and Helene Curtis Industries, Inc. amended the
Merger Agreement by entering into the First Amendment dated as of
March 15, 1996 (the "First Amendment"). The First Amendment is
attached hereto as Exhibit (c)(4) and is incorporated herein by
reference.
Item 10. Additional Information.
Conopco, Inc., Conopco Acquisition Company, Inc. and
Helene Curtis Industries, Inc. have entered into the First
Amendment, a copy of which is attached hereto as Exhibit (c)(4)
and is incorporated herein by reference.
On March 18, 1996, Unilever, through a subsidiary, issued a press
release, a copy of which is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(9) Text of Press Release dated March 18, 1996,
issued by UNUS.
(c)(4) First Amendment dated as of March 15, 1996,
among Conopco, Inc., Conopco Acquisition
Company, Inc. and Helene Curtis Industries, Inc.
<PAGE>
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.
Dated: March 18, 1996
CONOPCO ACQUISITION COMPANY,
INC.,
By /s/ Thomas J. Hoolihan
---------------------------
Name: Thomas J. Hoolihan
Title: Secretary
CONOPCO, INC.,
By /s/ Thomas J. Hoolihan
---------------------------
Name: Thomas J. Hoolihan
Title: Secretary
UNILEVER N.V.,
By /s/ Stephen G. Williams
---------------------------
Name: Stephen G. Williams
Title: Secretary
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
(a)(9) Text of Press Release dated
March 18, 1996, issued by
UNUS.
(c)(4) First Amendment dated as of
March 15, 1996, among
Conopco, Inc., Conopco
Acquisition Company, Inc.
and Helene Curtis
Industries, Inc.
<PAGE>
EXHIBIT (a)(9)
UNILEVER ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD INVOLVING HELENE CURTIS ACQUISITION
New York, NY, March 18, 1996 . . . Unilever United States, Inc.
today announced that the Hart-Scott-Rodino waiting period relating to its
proposed acquisition of Helene Curtis has expired. The tender offer by a
subsidiary of Unilever United States, Inc. for all outstanding shares of
Helene Curtis Common Stock is currently scheduled to expire today.
<PAGE>
EXHIBIT (c)(4)
FIRST AMENDMENT, dated as of March 15,
1996 (the "First Amendment"), among CONOPCO,
INC., a New York corporation ("Parent"),
CONOPCO ACQUISITION COMPANY, INC., a Delaware
corporation ("Sub"), and HELENE CURTIS
INDUSTRIES, INC., a Delaware corporation (the
"Company"), to the AGREEMENT AND PLAN OF
MERGER dated as of February 13, 1996 (the
"Merger Agreement"), among Parent, Sub and
the Company.
WHEREAS Parent, Sub and the Company each desire to
amend the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing, the
parties hereto agree as follows:
1. SECTION 7.09(a) of the Merger Agreement is hereby
amended to read in its entirety as follows:
"(a) As soon as practicable following the date of this
Agreement, the Board of Directors of the Company (or, if
appropriate, any committee of the Board of Directors
administering the Stock Option Plans (as defined below)) may
adopt such resolutions or take such other actions as are
required to provide that (i) each stock option to purchase
shares of Company Common Stock heretofore granted under any
stock option, stock appreciation rights or stock purchase
plan of the Company (collectively, the "Stock Option Plans")
outstanding immediately prior to the consummation of the
Offer, whether or not then exercisable, shall become fully
exercisable immediately prior to the consummation of the
Offer; (ii) each stock appreciation right heretofore granted
under any Stock Option Plan outstanding immediately prior to
the Offer, whether or not then exercisable, shall become
fully exercisable immediately following the acceptance for
payment of Shares pursuant to the Offer (the "Acceleration
Time"); and (iii) all restrictions applicable to any
restricted stock award heretofore granted under any Stock
Option Plan outstanding immediately prior to the Offer shall
lapse immediately prior to the consummation of the Offer."
<PAGE>
2. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.
3. This First Amendment may be executed in any number
of counterparts and by the different parties hereto
on separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, Parent, Sub and the Company have
caused this First Amendment to be signed by their respective
officers thereunto duly authorized as of the date first written
above.
CONOPCO, INC.,
by
/s/ Thomas J. Hoolihan
-----------------------------
Name: Thomas J. Hoolihan
Title: Secretary
CONOPCO ACQUISITION COMPANY, INC.,
by /s/ Thomas J. Hoolihan
-----------------------------
Name: Thomas J. Hoolihan
Title: Secretary
HELENE CURTIS INDUSTRIES, INC.,
by /s/ Ronald J. Gidwitz
-----------------------------
Name: Ronald J. Gidwitz
Title: Chief Executive
Officer
