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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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BEN & JERRY'S HOMEMADE, INC.
(Name of Subject Company (Issuer))
VERMONT ALL NATURAL EXPANSION COMPANY
CONOPCO, INC.
UNILEVER N.V.
(Names of Filing Persons (Offerors))
Class A Common Stock, Par Value $.033 Per Share
(including the associated Class A Common Stock Purchase Rights)
Class B Common Stock, Par Value $.033 Per Share
(including the associated Class B Common Stock Purchase Rights)
(Title of Class of Securities)
081465106
081465205
(CUSIP Numbers of Classes of Securities)
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RONALD M. SOIEFER, ESQ.
CONOPCO, INC.
390 PARK AVENUE
NEW YORK, NY 10022
(212) 888-1260
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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APRIL 14, 2000
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[ X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes
below to designate any transactions to which the statement relates:
[X] third-party tender offer subject to [ ] issuer tender-offer subject to
Rule 14d-1. Rule 13e-4.
[ ] going private transaction subject to [ ] amendment to Schedule 13 D under
Rule 13e-3. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
Ben & Jerry's board approves Unilever offer
12 April 2000
Unilever today confirmed that the Board of Directors of Ben & Jerry's
Homemade, Inc. has approved Unilever's offer of $43.60 per share for all of
the 8.4 million outstanding shares of the company on a fully diluted basis,
valuing the transaction at $326 million.
In calendar year 1999 Ben & Jerry's had sales of $237 million some 90 per cent
of which were in North America. Operating income was $13.5 million.
The transaction will be structured as a tender offer for all the shares of Ben
& Jerry's Homemade Inc., which is expected to commence next week. The
transaction is subject to the usual regulatory approvals.
Commented Unilever chairmen, Antony Burgmans and Niall FitzGerald: "We are
delighted to welcome Ben & Jerry's into the Unilever family. It takes us into
the super premium category for the first time. Ben & Jerry's is an incredibly
strong brand name with a unique consumer message. We are determined to nurture
its commitment to community values."
Security holders of Ben & Jerry's Homemade, Inc. should read the Tender Offer
Statement on Schedule TO filed by Unilever N.V., Conopco, Inc. and Vermont All
Natural Expansion Company when it becomes available because it will contain
important information about the tender offer. Investors can obtain such Tender
Offer Statement on Schedule TO and other filed documents for free at the
S.E.C.'s website www.sec.gov.
Ben & Jerry's produces a wide variety of super premium ice cream, ice cream
novelties, low fat ice cream, low fat yogurt and sorbet, using Vermont dairy
products and high quality, all natural ingredients. Ben & Jerry's is committed
to using milk and cream that have not been treated with the synthetic hormone,
rBGH. Ben & Jerry's products are distributed throughout the US and in selected
foreign countries in supermarkets, grocery stores, convenience stores,
franchise Ben & Jerry's scoop shops, restaurants and other venues.
Press Office Unilever London
Tel: +44-171-822-6010
Fax: +44-171-822-5511
Email: [email protected]
