SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
BEN & JERRY'S HOMEMADE, INC.
(Name of Subject Company)
BEN & JERRY'S HOMEMADE, INC.
(Name of Person(s) Filing Statement)
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 Number of Class of Securities)
PERRY D. ODAK
PRESIDENT AND CEO
BEN & JERRY'S HOMEMADE, INC.
30 COMMUNITY DRIVE
SOUTH BURLINGTON, VERMONT 05403-6828
TELEPHONE: (802) 846-1500
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement)
WITH COPIES TO:
RANDALL H. DOUD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036-6522
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Ben & Jerry's Homemade, Inc. (the "Company") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement"),
originally filed on April 18, 2000. Capitalized terms used, and not
otherwise defined, herein have the meanings assigned thereto in the
Statement.
ITEM 8. ADDITIONAL INFORMATION.
ANTITRUST. On April 18, 2000, the Company filed, pursuant to the Merger
Agreement, a Notification and Report Form for Certain Mergers and
Acquisitions, which was required to be submitted under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), with the Department of Justice and the Federal Trade Commission. The
applicable waiting period under the HSR Act expired on May 11, 2000.
On May 15, 2000, the Company filed a Merger Notice with the
Controller of Restrictive Trade Practices of the State of Israel in
connection with the Offer and the Merger. Unilever also filed a Merger
Notice on May 15, 2000.
QUALIFIED NOTICE. On May 15, 2000, the Company received from Conopco,
pursuant to the Merger Agreement, a Qualified Notice (the "Qualified
Notice") that stated Conopco has no reason to believe that any condition to
the Offer specified in the Schedule TO would not be satisfied at the
scheduled expiration date of the Offer.
CONVERSION OF CLASS B COMMON STOCK. Upon receipt of the Qualified Notice,
the Company, pursuant to the Merger Agreement, instructed the transfer
agent to mail a notice dated May 15, 2000, to all holders of shares of
Class B Common Stock, which specified that, in accordance with the Articles
of Association of the Company, 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.
REDEMPTION OF CLASS A PREFERRED STOCK. On May 15, 2000, the Company,
pursuant to the Merger Agreement, delivered notice to the Foundation, the
sole holder of shares of the Company's $1.20 Class A Preferred Stock, par
value $1.00 per share (the "Company Preferred Stock"), which specified
that, in accordance with the Articles of Association of the Company, all
shares of the Company Preferred Stock will be redeemed on May 16, 2000 at a
redemption price of $43.60 per share of the Company Preferred Stock.
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.
BEN & JERRY'S HOMEMADE, INC.
By: /s/ PERRY D. ODAK
--------------------------
Name: Perry D. Odak
Title: President and CEO
Dated: May 15, 2000
