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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D) (4) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
HELENE CURTIS INDUSTRIES, INC.
(Name of Subject Company)
HELENE CURTIS INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.50 PAR VALUE
(Title of Class of Securities)
423236108
(CUSIP Number of Class of Securities)
ROY A. WENTZ
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HELENE CURTIS INDUSTRIES, INC.
325 NORTH WELLS STREET
CHICAGO, ILLINOIS 60610
(312) 661-0222
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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COPIES TO:
THOMAS A. COLE ROBERT F. WALL
LARRY A. BARDEN TERRENCE R. BRADY
SIDLEY & AUSTIN WINSTON & STRAWN
ONE FIRST NATIONAL PLAZA 35 W. WACKER DRIVE
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60601
(312) 853-7000 (312) 558-5600
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated February 20, 1996 (the "Schedule 14D-9"),
filed by Helene Curtis Industries, Inc., a Delaware Corporation (the "Company"),
relating to the tender offer by Conopco Acquisition Company, Inc. (the
"Offeror"), a Delaware corporation and a wholly owned subsidiary of Conopco,
Inc., a New York corporation ("Parent"), which is indirectly owned 75% by
Unilever N.V., a Dutch Corporation ("Unilever"), and 25% by Unilever PLC, a
company organized under the laws of England and Wales, to purchase all
outstanding shares of the Company's Common Stock, $.50 par value per share (the
"Shares"), at $70.00 per Share (the "Offer Price"), net to the seller in cash
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 20, 1996 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together with the Offer to Purchase and any
amendments or supplements thereto constitute the "Offer"). Unless otherwise
defined, all capitalized terms used in this Amendment shall have the respective
meanings attributed to such terms in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND
(b)(3)
The following subsection of Section (b)(3) of Item 3 of the Schedule 14D-9
is hereby amended and restated in its entirety as follows to summarize the First
Amendment to the Merger Agreement (the "First Amendment"), dated as of March 15,
1996, among Parent, the Offeror and the Company, such summary being qualified in
its entirety by reference to the complete text of the First Amendment, which is
filed as an Exhibit hereto and incorporated by reference herein.
Stock Options. Pursuant to the Merger Agreement, as amended by the First
Amendment, the Board of Directors of the Company may adopt such resolutions or
take such other actions as are required to provide that (a) each stock option to
purchase Shares 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; (b) 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 (c) 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.
The Merger Agreement also provides that, at the effective time of the
Merger, each award then outstanding under any Stock Option Plan, other than an
award held by an officer (as such term is defined in Rule 16a-1(f) under the
Exchange Act) or director of the Company, shall be canceled and the holder
thereof shall have no further rights in respect thereof other than the right to
receive in consideration for the cancelation thereof an amount of cash equal to
the product of (a) the number of Shares subject to such stock option or stock
appreciation right and (b) the excess of the price paid in the Offer over the
per share exercise price, in the case of any such stock option, or the excess of
the price paid in the Offer over the per share base price, in the case of any
such stock appreciation right, in each such case minus all applicable taxes
required to be withheld by the Company; provided, however, that no such cash
payment shall be made with respect to any stock appreciation right that is
related to a stock option in respect of which such a cash payment shall be made.
Pursuant to the Merger Agreement, such payment to each such holder shall be made
as soon as practicable following the effective time of the Merger upon the
delivery by such holder of a signed statement in a form satisfactory to Parent
acknowledging that such holder waives any claims against Parent, the Offeror or
the Company for any other consideration in respect of such stock option or stock
appreciation right.
2
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO.
<TABLE>
<S> <C>
8. First Amendment, dated as of March 15, 1996, among Conopco, Inc., Conopco Acquisition
Company, Inc. and Helene Curtis Industries, Inc. to the Agreement and Plan of Merger
dated as of February 13, 1996 among Conopco, Inc., Conopco Acquisition Company, Inc. and
Helene Curtis Industries, Inc.
</TABLE>
3
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SIGNATURE
After reasonable 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.
HELENE CURTIS INDUSTRIES, INC.
By /s/ RONALD J. GIDWITZ
...................................
Ronald J. Gidwitz
President and Chief Executive Officer
Dated: March 18, 1996
4
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<TABLE><CAPTION>
EXHIBIT INDEX
Exhibit No. Description Page No.
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<S> <C> <C>
8. First Amendment, dated as of March 15, 1996, among Conopco, Inc., Conopco Acquisition
Company, Inc. and Helene Curtis Industries, Inc. to the Agreement and Plan of Merger
dated as of February 13, 1996 among Conopco, Inc., Conopco Acquisition Company, Inc. and
Helene Curtis Industries, Inc.
</TABLE>
Exhibit 8
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."
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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
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Name: Thomas J. Hoolihan
Title: Secretary
CONOPCO ACQUISITION COMPANY, INC.,
by /s/ Thomas J. Hoolihan
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Name: Thomas J. Hoolihan
Title: Secretary
HELENE CURTIS INDUSTRIES, INC.,
by /s/ Ronald J. Gidwitz
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Name: Ronald J. Gidwitz
Title: President and Chief
Executive Officer
