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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): April 11, 2000
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Ben & Jerry's Homemade, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Vermont 0-13544 03-0267543
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
30 Community Drive, South Burlington, Vermont 05403-6828
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (802) 846-1500
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On July 30, 1998, the Board of Directors of Ben & Jerry's Homemade,
Inc. (the "Company") declared (subject to certain conditions which were
satisfied on or before August 13, 1998) a dividend of one right (the "Class A
Right") to purchase one share of Class A Common Stock, par value $.033 per
share, of the Company (the "Class A Common Stock") for each outstanding share of
Class A Common Stock, payable on August 14, 1998 to Class A stockholders of
record at the close of business on such date. The terms of the Class A Rights
are set forth in the Class A Rights Agreement, dated as of July 30, 1998,
between the Company and American Stock Transfer & Trust Company, as Rights
Agent.
On April 11, 2000, the Board of Directors of the Company adopted
Amendment No. 1 to the Class A Rights Agreement between the Company and American
Stock Transfer & Trust Company ("Class A Amendment No. 1"), a copy of which is
filed herewith as an exhibit and incorporated herein by reference. Class A
Amendment No.1 provides that none of Ben Cohen, Jerry Greenfield or Jeffrey
Furman will be considered an "Acquiring Person" under the Class A Rights
Agreement until such person beneficially owns in excess of (i) 15% of the shares
of Class A Common Stock and Class B Common Stock (taken together as a single
class), plus (ii) Class B Common Stock held by such person prior to June 30,
1998. If any or all of Ben Cohen, Jerry Greenfield or Jeffrey Furman act
together as a group, they shall not be considered an "Acquiring Person" under
the Class A Rights Agreement until such group beneficially owns in excess of (i)
15% of the shares of Class A Common Stock and Class B Common Stock (taken
together as a single class), plus (ii) Class B Common Stock held by the members
of such group prior to June 30, 1998. Class A Amendment No. 1 also provides that
Conopco, Inc. and its Affiliates (together, "Conopco") will not be considered an
"Acquiring Person" under the Class A Rights Agreement solely to the extent that
Conopco becomes the beneficial owner of 15% or more of the shares of Class A
Common Stock and Class B Common Stock (taken together as a single class) by
reason of the execution of, or the consummation of the transactions contemplated
by, the Agreement and Plan of Merger, dated as of April 11, 2000 (the "Merger
Agreement"), by and among Conopco, Inc., Vermont All Natural Expansion Company
and the Company, which provision will not survive if the Merger Agreement is
terminated in accordance with its terms.
In addition, on July 30, 1998, the Board of Directors of the Company
declared (subject to certain conditions which were satisfied on or before August
13, 1998) a dividend of one right (the "Class B Right") to purchase one share of
Class B Common Stock, par value $.033 per share, of the Company (the "Class B
Common Stock") for each outstanding share of Class B Common Stock, payable on
August 14, 1998 to Class B stockholders of record at the close of business on
such date. The terms of the Class B Rights are set forth in the Class B Rights
Agreement, dated as of July 30, 1998, between the Company and American Stock
Transfer & Trust Company, as Rights Agent.
On April 11, 2000, the Board of Directors of the Company adopted
Amendment No. 1 to the Class B Rights Agreement between the Company and American
Stock Transfer & Trust
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Company ("Class B Amendment No. 1"), a copy of which is filed herewith as an
exhibit and incorporated herein by reference. Class B Amendment No.1 provides
that none of Ben Cohen, Jerry Greenfield or Jeffrey Furman will be considered an
"Acquiring Person" under the Class B Rights Agreement until such person
beneficially owns in excess of (i) 15% of the shares of Class A Common Stock and
Class B Common Stock (taken together as a single class), plus (ii) Class B
Common Stock held by such person prior to June 30, 1998. If any or all of Ben
Cohen, Jerry Greenfield or Jeffrey Furman act together as a group, they shall
not be considered an "Acquiring Person" under the Class B Rights Agreement until
such group beneficially owns in excess of (i) 15% of the shares of Class A
Common Stock and Class B Common Stock (taken together as a single class), plus
(ii) Class B Common Stock held by the members of such group prior to June 30,
1998. Class B Amendment No. 1 also provides that Conopco will not be considered
an "Acquiring Person" under the Class B Rights Agreement solely to the extent
that Conopco becomes the beneficial owner of 15% or more of the shares of Class
A Common Stock and Class B Common Stock (taken together as a single class) by
reason of the consummation of the transactions contemplated by the Merger
Agreement, which provision will not survive if the Merger Agreement is
terminated in accordance with its terms.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(C) EXHIBITS:
1. Amendment No. 1 to the Class A Rights Agreement, dated as of April
11, 2000, between the Company and American Stock Transfer & Trust
Company, as Rights Agent.
2. Amendment No. 1 to the Class B Rights Agreement, dated as of April
11, 2000, between the Company and American Stock Transfer & Trust
Company, as Rights Agent.
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: April 13, 2000 By: /s/ Frances G. Rathke
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Name: Frances G. Rathke
Title: Chief Financial Officer
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
1. Amendment No. 1 to the Class A Rights Agreement, dated as of April
11, 2000, between the Company and American Stock Transfer & Trust
Company, as Rights Agent.
2. Amendment No. 1 to the Class B Rights Agreement, dated as of April
11, 2000, between the Company and American Stock Transfer & Trust
Company, as Rights Agent.
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Exhibit 99.1
AMENDMENT NO. 1 TO THE
CLASS A RIGHTS AGREEMENT
OF BEN & JERRY'S HOMEMADE, INC.
This Amendment No. 1, dated as of April 11, 2000, amends the Class A
Rights Agreement dated as of July 30, 1998 (the "Class A Rights Agreement"),
between Ben & Jerry's Homemade, Inc., a Vermont corporation (the "Company"), and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Terms defined in the Class A Rights Agreement and not otherwise defined herein
are used herein as so defined.
W I T N E S S E T H:
WHEREAS, on July 30, 1998, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Class A Rights Agreement, shares of the Company's Class A
Common Stock;
WHEREAS, on July 30, 1998, the Board of Directors of the Company
authorized and declared a dividend distribution of one Class A Right for every
share of Class A Common Stock of the Company outstanding on the Dividend Record
Date and authorized the issuance of one Class A Right (subject to certain
adjustments) for each share of Class A Common Stock of the Company issued
between the Dividend Record Date and the Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Class A Rights Agreement, the
Board has approved an amendment of certain provisions of the Class A Rights
Agreement as set forth below;
NOW, THEREFORE, the Class A Rights Agreement is hereby amended as
follows:
1. Section 1(a) is amended by deleting the phrase "or (v)" after clause
(iv) and adding the following language:
", (v) an Exempt Person, or (vi)"
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2. A new definition is added after Section 1(aa) and before Section
1(bb) as follows:
"(aa') "Exempt Person" shall mean:
(I) Ben Cohen, so long as his Beneficial Ownership of Common
Stock does not exceed (x) 15% of the shares of Common Stock
then outstanding PLUS (y) all or any part of the number of
shares of Class B Common Stock held by Ben Cohen before July
30, 1998, as adjusted for any stock splits, stock dividends or
similar corporate transaction;
(II) Jerry Greenfield so long as his Beneficial Ownership of
Common Stock does not exceed (x) 15% of the shares of Common
Stock then outstanding PLUS (y) all or any part of the number
of shares of Class B Common Stock held by Jerry Greenfield
before July 30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction;
(III) Jeffrey Furman so long as his Beneficial Ownership of
Common Stock does not exceed (x) 15% of the shares of Common
Stock then outstanding PLUS (y) all or any part of the number
of shares of Class B Common Stock held by Jeffrey Furman
before July 30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction;
(IV) Ben Cohen, Jerry Greenfield and Jeffrey Furman acting
together, or any two of them acting together, so long as their
combined Beneficial Ownership of Common Stock does not exceed:
(w) if all three such persons act together (A) 15% of
the shares of Common Stock then outstanding PLUS (B)
all or any part of the number of shares of Class B
Common Stock held by Ben Cohen before July 30, 1998,
as adjusted for any stock splits, stock dividends or
similar corporate transaction PLUS (C) all or any
part of the number of shares of Class B Common Stock
held by Jerry Greenfield before July 30, 1998, as
adjusted for any stock splits, stock dividends or
similar corporate transaction PLUS (D) all or any
part of the number of shares of Class B Common Stock
held by Jeffrey Furman before July 30, 1998, as
adjusted for any stock splits, stock dividends or
similar corporate transaction.
(x) if Ben Cohen and Jerry Greenfield act together
(A) 15% of the shares of Common Stock then
outstanding PLUS (B) all or any part of the number of
shares of Class B Common Stock held by Ben Cohen
before July 30, 1998, as adjusted for any stock
splits, stock
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dividends or similar corporate transaction PLUS (C)
all or any part of the number of shares of Class B
Common Stock held by Jerry Greenfield before July 30,
1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction.
(y) if Ben Cohen and Jeffrey Furman act together (A)
15% of the shares of Common Stock then outstanding
PLUS (B) all or any part of the number of shares of
Class B Common Stock held by Ben Cohen before July
30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction PLUS (C)
all or any part of the number of shares of Class B
Common Stock held by Jeffrey Furman before July 30,
1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction.
(z) if Jerry Greenfield and Jeffrey Furman act
together (A) 15% of the shares of Common Stock then
outstanding PLUS (B) all or any part of the number of
shares of Class B Common Stock held by Jerry
Greenfield before July 30, 1998, as adjusted for any
stock splits, stock dividends or similar corporate
transaction PLUS (C) all or any part of the number of
shares of Class B Common Stock held by Jeffrey Furman
before July 30, 1998, as adjusted for any stock
splits, stock dividends or similar corporate
transaction.
(V) Conopco, Inc., a New York corporation ("Conopco"), and its
Affiliates solely to the extent any such Person becomes the
Beneficial Owner of 15% or more of the shares of Common Stock
then outstanding by reason of the execution of, or the
consummation of the transactions contemplated by, the
Agreement and Plan of Merger, dated as of April 11, 2000 (the
"Merger Agreement"), by and among Conopco, Vermont All Natural
Expansion Company and the Company and the Stock Option
Agreement, dated as of April 11, 2000, by and between Conopco
and the Company; PROVIDED, that this Section 1(aa')(V) shall
be of no further force and effect at and after such time as
the Merger Agreement is terminated pursuant to Section 8.01
thereof.
3. Section 1 (cc) is amended by deleting the phrase "or (iv)" after
clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)"
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4. Section 24(a) is amended by deleting the phrase "or (iv)" after
clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)"
[The Remainder of the Page is Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Class A Rights Agreement to be duly executed as of the day and year first
above written.
BEN & JERRY'S HOMEMADE, INC.
By:
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Title: Chief Financial Officer
Attest:
By:
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AMERICAN STOCK TRANSFER &
TRUST COMPANY
By:
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Title:
Attest:
By:
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Exhibit 99.2
AMENDMENT NO. 1 TO THE
CLASS B RIGHTS AGREEMENT
OF BEN & JERRY'S HOMEMADE, INC.
This Amendment No. 1, dated as of April 11, 2000, amends the Class B
Rights Agreement dated as of July 30, 1998 (the "Class B Rights Agreement"),
between Ben & Jerry's Homemade, Inc., a Vermont corporation (the "Company"), and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Terms defined in the Class B Rights Agreement and not otherwise defined herein
are used herein as so defined.
W I T N E S S E T H:
WHEREAS, on July 30, 1998, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Class B Rights Agreement, shares of the Company's Class B
Common Stock;
WHEREAS, on July 30, 1998, the Board of Directors of the Company
authorized and declared a dividend distribution of one Class B Right for every
share of Class B Common Stock of the Company outstanding on the Dividend Record
Date and authorized the issuance of one Class B Right (subject to certain
adjustments) for each share of Class B Common Stock of the Company issued
between the Dividend Record Date and the Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Class B Rights Agreement, the
Board has approved an amendment of certain provisions of the Class B Rights
Agreement as set forth below;
NOW, THEREFORE, the Class B Rights Agreement is hereby amended as
follows:
1. Section 1(a) is amended by deleting the phrase "or (v)" after clause
(iv) and adding the following language:
", (v) an Exempt Person, or (vi)"
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2. A new definition is added after Section 1(aa) and before Section
1(bb) as follows:
"(aa') "Exempt Person" shall mean:
(I) Ben Cohen, so long as his Beneficial Ownership of Common
Stock does not exceed (x) 15% of the shares of Common Stock
then outstanding PLUS (y) all or any part of the number of
shares of Class B Common Stock held by Ben Cohen before July
30, 1998, as adjusted for any stock splits, stock dividends or
similar corporate transaction;
(II) Jerry Greenfield so long as his Beneficial Ownership of
Common Stock does not exceed (x) 15% of the shares of Common
Stock then outstanding PLUS (y) all or any part of the number
of shares of Class B Common Stock held by Jerry Greenfield
before July 30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction;
(III) Jeffrey Furman so long as his Beneficial Ownership of
Common Stock does not exceed (x) 15% of the shares of Common
Stock then outstanding PLUS (y) all or any part of the number
of shares of Class B Common Stock held by Jeffrey Furman
before July 30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction;
(IV) Ben Cohen, Jerry Greenfield and Jeffrey Furman acting
together, or any two of them acting together, so long as their
combined Beneficial Ownership of Common Stock does not exceed:
(w) if all three such persons act together (A) 15% of
the shares of Common Stock then outstanding PLUS (B)
all or any part of the number of shares of Class B
Common Stock held by Ben Cohen before July 30, 1998,
as adjusted for any stock splits, stock dividends or
similar corporate transaction PLUS (C) all or any
part of the number of shares of Class B Common Stock
held by Jerry Greenfield before July 30, 1998, as
adjusted for any stock splits, stock dividends or
similar corporate transaction PLUS (D) all or any
part of the number of shares of Class B Common Stock
held by Jeffrey Furman before July 30, 1998, as
adjusted for any stock splits, stock dividends or
similar corporate transaction.
(x) if Ben Cohen and Jerry Greenfield act together
(A) 15% of the shares of Common Stock then
outstanding PLUS (B) all or any part of the number of
shares of Class B Common Stock held by Ben Cohen
before July 30, 1998, as adjusted for any stock
splits, stock
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dividends or similar corporate transaction PLUS (C)
all or any part of the number of shares of Class B
Common Stock held by Jerry Greenfield before July 30,
1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction.
(y) if Ben Cohen and Jeffrey Furman act together (A)
15% of the shares of Common Stock then outstanding
PLUS (B) all or any part of the number of shares of
Class B Common Stock held by Ben Cohen before July
30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction PLUS (C)
all or any part of the number of shares of Class B
Common Stock held by Jeffrey Furman before July 30,
1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction.
(z) if Jerry Greenfield and Jeffrey Furman act
together (A) 15% of the shares of Common Stock then
outstanding PLUS (B) all or any part of the number of
shares of Class A Common Stock held by Jerry
Greenfield before July 30, 1998, as adjusted for any
stock splits, stock dividends or similar corporate
transaction PLUS (C) all or any part of the number of
shares of Class B Common Stock held by Jeffrey Furman
before July 30, 1998, as adjusted for any stock
splits, stock dividends or similar corporate
transaction.
(V) Conopco, Inc., a New York corporation ("Conopco"), and its
Affiliates solely to the extent any such Person becomes the
Beneficial Owner of 15% or more of the shares of Common Stock
then outstanding by reason of the execution of, or the
consummation of the transactions contemplated by, the
Agreement and Plan of Merger, dated as of April 11, 2000 (the
"Merger Agreement"), by and among Conopco, Vermont All Natural
Expansion Company and the Company and the Stock Option
Agreement, dated as of April 11, 2000, by and between Conopco
and the Company; PROVIDED, that this Section 1(aa')(V) shall
be of no further force and effect at and after such time as
the Merger Agreement is terminated pursuant to Section 8.01
thereof.
3. Section 1 (cc) is amended by deleting the phrase "or (iv)" after
clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)"
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4. Section 24(a) is amended by deleting the phrase "or (iv)" after
clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)"
[The Remainder of the Page is Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Class A Rights Agreement to be duly executed as of the day and year first
above written.
BEN & JERRY'S HOMEMADE, INC.
By:
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Title: Chief Financial Officer
Attest:
By:
-----------------------
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By:
-----------------------------
Title:
Attest:
By:
-----------------------
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