SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2000
Ben & Jerry's Homemade, Inc.
(Exact name of registrant as specified in its charter)
Vermont 0-13544 03-0267543
(State or Other Jurisdiction (Commission (IRS Employer Identification No.)
of Incorporation) File Number)
30 Community Drive, South Burlington, Vermont 05403-6828
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (802) 846-1500
N/A
(Former name or former address, if changed since last report)
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ITEM 1. Changes in Control of Registrant
--------------------------------
On May 16, 2000, Vermont All Natural Expansion Company, a Vermont
corporation (the "Purchaser") and a wholly-owned subsidiary of Conopco, Inc., a
New York corporation ("Conopco"), which is indirectly owned 75% by Unilever
N.V., a company organized under the laws of The Netherlands ("Unilever"),
accepted for payment at a price of $43.60 per share 5,718,650 shares of the
Registrant's Class A Common Stock, $.033 par value per share ("Class A Common
Stock") and 714,003 shares of the Registrant's Class B Common Stock, $.033 par
value per share ("Class B Common Stock" and together with Class A Common Stock,
the "Shares"), which were validly tendered and not properly withdrawn pursuant
to a tender offer commenced on April 18, 2000 by the Purchaser (the "Tender
Offer"). Such number of shares equaled approximately 89% of the Registrant's
outstanding Class A Common Stock and approximately 90% of the Registrant's
outstanding Class B Common Stock. The Tender Offer expired at 12:00 midnight,
New York City time, on Monday, May 15, 2000.
On May 18, 2000, the Purchaser accepted for payment 172,619 additional
shares of Class A Common Stock and 16,672 additional shares of Class B Common
Stock tendered pursuant to Notices of Guaranteed Delivery.
The Tender Offer was made pursuant to an Agreement and Plan of Merger,
dated as of April 11, 2000 (the "Merger Agreement"), among Conopco, the
Purchaser and the Registrant. The Merger Agreement provides that, following the
consummation of the Tender Offer and satisfaction of the other conditions set
forth in the Merger Agreement and in accordance with the relevant provisions of
the Vermont Business Corporation Act (the "VBCA"), the Purchaser will be merged
with and into the Registrant (the "Merger"), the Registrant will be the
surviving corporation (the "Surviving Corporation") and the Surviving
Corporation will be a wholly owned subsidiary of Conopco. Conopco has indicated
its intent to acquire all remaining untendered Shares in the Merger at $43.60
per share in cash.
Pursuant to the Merger Agreement, at the effective time of the Merger, each
outstanding Share (other than Shares held by the Registrant, Conopco or the
Purchaser or a subsidiary of the Registrant or Conopco, and shares held by
shareholders, if any, who are entitled to and who properly exercise dissenters'
rights under Section 13 of the VBCA) will be canceled and converted into the
right to receive $43.60 per share in cash, without interest thereon. The
Registrant's Board of Directors (the "Board") has previously approved the Merger
and the Merger Agreement. The Merger requires shareholder approval of the
Registrant. However, as a result of the Tender Offer, the affirmative vote of
shareholders of the Registrant, other than the Purchaser, is not required to
approve the Merger.
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Source of Funds
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The Purchaser has advised the Registrant that the source of funds for the
Tender Offer, Merger and related fees and expenses will come from intercompany
loans of available cash from and proceeds of sale of commercial paper by
Unilever, Unilever PLC and their subsidiaries. The Purchaser has further advised
the Registrant that the total amount of funds required by the Purchaser to
purchase the Shares pursuant to the Tender Offer and to pay related fees and
expenses was approximately $281 million. Approximately $8.3 million will be
required to purchase the Shares delivered pursuant to Notices of Guaranteed
Delivery.
Officers and Directors of the Registrant
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The Merger Agreement provides that promptly upon the acceptance for payment
of, and the payment by the Purchaser for, any Shares pursuant to the Tender
Offer, Conopco will be entitled to designate a majority of the members (the
"Conopco Designees") of the Board.
The Merger Agreement provides further that the Registrant will, upon
request of the Purchaser, promptly increase the size of the Board or exercise
its best efforts to secure the resignations of such number of directors, or
both, as is necessary to enable the Conopco Designees to be elected to the Board
and, subject to Section 14(f) of the Securities Exchange Act and Rule 14f-1
promulgated thereunder, will cause the Conopco Designees to be so elected.
Notwithstanding the foregoing, there will be until the effective time of
the Merger at least three members of the Board who were directors on the date of
the Merger Agreement and who are not officers of the Registrant or successors
selected by such non-officer directors.
On May 10, 2000, at a meeting of the Board: (i) the size of the Board was
increased from eight directors to twelve directors; (ii) the Registrant accepted
the resignations of the following directors: Jerry Greenfield, Henry Morgan and
Perry D. Odak; and (iii) the following seven Conopco Designees were elected to
the Board: Peter J. Allcox, Thomas H. Floyd, Richard A. Goldstein, A. Peter
Harwich, Mart Laius, Ronald M. Soiefer and Eric Walsh, in each case effective
upon the date of the acceptance for payment of, and the payment by the Purchaser
for, any Shares pursuant to the Tender Offer.
ITEM 5. Other Events
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Conversion of Class B Common Stock
- ----------------------------------
Pursuant to the Merger Agreement, on May 15, 2000, the Registrant caused
its transfer agent to mail a notice dated May 15, 2000, to all holders of record
of shares of Class B Common Stock, which specified that, in accordance with the
Articles of Association of the Registrant, all shares of Class B Common Stock
will be automatically converted into shares of Class A Common Stock effective as
of May 25, 2000. From and after May 25, 2000, each outstanding share of Class B
Common Stock will automatically be deemed to be a share of Class A Common Stock
for all purposes and certificates for shares of Class B Common Stock will
represent shares of Class A Common Stock.
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Redemption of Class A Preferred Stock
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On May 15, 2000, the Registrant, pursuant to the Merger Agreement,
delivered notice to The Ben & Jerry's Foundation, Inc., the sole holder of
shares of the Registrant's $1.20 Class A Preferred Stock, par value $1.00 per
share (the "Class A Preferred Stock"), which specified that, in accordance with
the Articles of Association of the Registrant and the vote of the Board, all
shares of the Class A Preferred Stock would be redeemed at a redemption price of
$43.60 per share of the Class A Preferred Stock. Such redemption has been
completed.
Inter-Company Loan
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On May 17, 2000, the Registrant and Unilever entered into a five year
intercompany facility agreement (the "Facility"). Under the Facility, the
Registrant will borrow (or lend) funds to satisfy cash shortfalls (or surpluses)
from operational activities of business and Conopco will end (or borrow) to
(from) the Registrant. Pursuant to the terms of the Facility, both the
Registrant and Conopco have the option to call or put the outstanding balance
plus accrued interest at any time. Interest under the Facility will be
calculated by applying Conopco's average cost of funds for the fiscal month to
Registrant's average deficit (or surplus) balance during the same fiscal month.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits:
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1. Notice of Automatic Conversion of Class B Common Stock into Class A
Common Stock dated May 15, 2000.
2. Notice of Redemption of $1.20 Class A Preferred Stock dated May 15,
2000.
3. Agreement and Plan of Merger, dated as of April 11, 2000, among
Conopco, the Purchaser and the Registrant (incorporated by reference
to Exhibit (e)(1) to the Registrant's Schedule 14D-9 filed on April
18, 2000).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BEN & JERRY'S HOMEMADE, INC.
Date: May 22, 2000 By:/s/ Frances G. Rathke
-------------------------
Name: Frances G. Rathke
Title:Chief Financial Officer
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
99.1. Notice of Automatic Conversion of Class B Common Stock into Class
A Common Stock dated May 15, 2000.
99.2. Notice of Redemption of $1.20 Class A Preferred Stock dated May
15, 2000.
Exhibit 99.1
Ben & Jerry's Homemade, Inc.
30 Community Drive
South Burlington, Vermont 05403
Notice of Automatic Conversion of
Class B Common Stock into Class A Common Stock
May 15, 2000
To Holders of Record of Ben & Jerry's Homemade, Inc. Class B Common Stock:
Pursuant to the Agreement and Plan of Merger, dated as of April 11, 2000,
among Conopco, Inc., Vermont All Natural Expansion Company and Ben & Jerry's
Homemade, Inc. (the "Company"), the Board of Directors of the Company has
authorized the conversion of all outstanding shares of the Company's Class B
Common Stock into shares of the Company's Class A Common Stock on a
share-for-share basis in accordance with the Company's Amended Articles of
Association. The date fixed for conversion is May 25, 2000.
From and after May 25, 2000, each outstanding share of the Company's Class
B Common Stock will automatically be deemed to be a share of the Company's Class
A Common Stock for all purposes.
No action is required on your part as a result of this Notice. Your Class B
Common Stock Certificate will evidence your ownership of an equivalent number of
shares of Class A Common Stock from and after the conversion date.
This Notice of Conversion will not affect your right to receive $43.60 for
each properly tendered share of Class B Common Stock.
If you have any questions concerning the conversion of your shares of Class
B Common Stock, please contact the Company's Transfer Agent, American Stock
Transfer & Trust Company at (718) 921-8259.
Ben & Jerry's Homemade, Inc.
Exhibit 99.2
Ben & Jerry's Homemade, Inc.
30 Community Drive
South Burlington, Vermont 05403
May 15, 2000
The Ben & Jerry's Foundation, Inc.
30 Community Drive
South Burlington, VT 05403
Ladies and Gentlemen:
Reference is made to Article B Section 2 of Ben & Jerry's Homemade, Inc.
(the "Company") Amended Articles of Association (the "Articles of Association").
In connection with the Agreement and Plan of Merger, dated as of April 11,
2000, among Conopco, Inc., Vermont All Natural Expansion Company and the Company
and the vote of the Board of Directors on April 11, 2000 to redeem all 900
shares of the Company's $1.20 Class A Preferred Stock (the "Shares") held by The
Ben & Jerry's Foundation, Inc., you are hereby notified that all the Shares will
be redeemed on May 16, 2000. The redemption price for each Share shall be
$43.60.
In order to receive payment of the redemption price, the stock certificate
formerly representing the Shares must be surrendered for cancellation to Fran
Rathke, Chief Financial Officer at the Company's headquarters at 30 Community
Drive, South Burlington, Vermont.
Very truly yours,
/s/ Frances G. Rathke
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Frances Rathke
Chief Financial Officer
