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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
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)
(Titles of Classes 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 Person 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 25, 2000
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[ ] 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 [ ] issuer tender-offer
to Rule 14d-1. subject to Rule 13e-4.
[ ] going private transaction subject [ ] amendment to Schedule 13D
to Rule 13e-3. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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2
Vermont All Natural Expansion Company, Conopco, Inc. and Unilever N.V. hereby
amend and supplement their Tender Offer Statement on Schedule TO (the
"Statement"), originally filed on April 18, 2000, with respect to their offer
to purchase all the outstanding shares of Class A Common Stock, par value
$.033 per share, together with the associated Class A Common Stock Purchase
Rights, of Ben & Jerry's Homemade, Inc., a Vermont corporation (the
"Company"), and all the outstanding shares of Class B Common Stock, par value
$.033 per share, together with the associated Class B Common Stock Purchase
Rights, of the Company, as set forth in this Amendment No. 1. Capitalized
terms used, and not otherwise defined, herein have the meanings assigned
thereto in the Statement.
Item 11. Additional Information.
On April 25, 2000, Unilever filed with the Antitrust Division of the
Department of Justice and the FTC its Notification and Report Form under the
HSR Act. Under the provisions of the HSR Act applicable to the Offer, the
acquisition of Shares under the Offer may be consummated after the expiration
of a 15-calendar-day waiting period following the filing of the Notification
and Report Form, unless Unilever or the Company receives a request for
additional information from the Antitrust Division or the FTC or unless early
termination of the waiting period is granted. The 15-calendar-day waiting
period will therefore expire at 11:59 p.m. on May 10, 2000, unless a request
for additional information is made.
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3
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: April 25, 2000
VERMONT ALL NATURAL EXPANSION COMPANY,
by
/S/ MART LAIUS
________________________________________
Name: Mart Laius
Title: Vice President
CONOPCO, INC.,
by
/S/ MART LAIUS
________________________________________
Name: Mart Laius
Title: Vice President
UNILEVER N.V.,
by
/S/ MART LAIUS
________________________________________
Name: Mart Laius*
* By power of attorney.
