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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 5 to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
and
Amendment No. 5 to
SCHEDULE 13D
under 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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MAY 19, 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 to Rule 14d-1.
[ ] issuer tender-offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
<PAGE>
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, as amended by Amendments No.
1 through No. 4, 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. 5. This Amendment No. 5 also constitutes Amendment No. 5 to the
Schedule 13D, originally filed on April 18, 2000, as previously amended, by
Vermont All Natural Expansion Company, Conopco, Inc. and Unilever N.V.
Capitalized terms used, and not otherwise defined, herein have the meanings
assigned thereto in the Statement.
Item 8 Interest in Securities of the Subject Company.
On May 16, 2000, the Purchaser accepted for payment, and paid for,
5,718,650 Class A Shares and 714,003 Class B Shares. On May 19, 2000, the
Purchaser accepted for payment an additional 172,619 Class A Shares and 16,672
Class B Shares delivered pursuant to Notices of Guaranteed Delivery.
<PAGE>
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: May 19, 2000
VERMONT ALL NATURAL EXPANSION COMPANY,
by /s/ Mart Laius
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Name: Mart Laius
Title: Vice President
CONOPCO, INC.,
by /s/ Mart Laius
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Name: Mart Laius
Title: Vice President
UNILEVER N.V.,
by /s/ Mart Laius
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Name: Mart Laius*
* By Power of Attorney
