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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
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Helene Curtis Industries, Inc.
(Name of Subject Company)
Conopco Acquisition Company, Inc.
Conopco, Inc.
Unilever N.V.
(Bidders)
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Common Stock, Par Value $.50 Per Share
(Title of Class of Securities)
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423236108
(CUSIP Number of Class of Securities)
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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)
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Copy to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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<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 Amendments No. 1 and 2, 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. 3.
Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
Item 6. Interest in Securities of the Subject Company.
On March 19, 1996, Unilever issued a press release, a copy
of which is attached hereto as Exhibit (a)(10) and is incorporated
herein by reference.
Item 10. Additional Information.
On March 19, 1996, Unilever issued a press release, a copy
of which is attached hereto as Exhibit (a)(10) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(10) Text of Press Release dated March 19, 1996.
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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.
Dated: March 19, 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
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EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Numbered Page
(a)(10) Text of Press Release dated
March 19, 1996.
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Exhibit (a)(10)
UNILEVER ANNOUNCES COMPLETION OF HELENE CURTIS TENDER OFFER
New York, NY, March 19, 1996 . . . Unilever Unites States,
Inc. today announced that a subsidiary has successfully completed its
tender offer to acquire the outstanding shares of common stock of
Helene Curtis Industries, Inc. at a purchase price of $70 per share.
Approximately 6.4 million shares of Helene Curtis common stock were
validly tendered, and all such shares were accepted for payment by
Unilever following completion of the tender offer on March 18.
Pursuant to the terms of a Stockholder Agreement with
certain Helene Curtis stockholders, Unilever, no later than March 22,
1996, will purchase for $70 per share approximately 2.6 million shares
of Class B common stock of Helene Curtis subject to the Stockholder
Agreement. Following this purchase, any shares of Class B common stock
that remain outstanding will be automatically converted into shares of
common stock pursuant to the terms of Helene Curtis' Certificate of
Incorporation, and Unilever will own more than 90% of the outstanding
shares of capital stock of Helene Curtis.
Any Helene Curtis shares not purchased in the tender offer
or pursuant to the Stockholder Agreement will be acquired by Unilever
for $70 per share when the merger is completed, which is expected to
be no later than March 22, 1996.
Unilever and Helene Curtis signed a definitive agreement on
February 13 whereby a subsidiary of Unilever United States, Inc. would
acquire all the outstanding shares of Helene Curtis Industries, Inc.
for a cash price of $70 per share.
