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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2 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. 2 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 11, 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 subject to
to Rule 14d-1. Rule 13e-4.
[ ] going private transaction subject [X] amendment to Schedule 13D under
to Rule 13e-3. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<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 Amendment No. 1,
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. 2.
This Amendment No. 2 also constitutes Amendment No. 2 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 11. Additional Information.
On May 11, 2000, Unilever, through a subsidiary, issued a press release, a
copy of which is attached hereto as Exhibit (a)(10) and is incorporated herein
by reference.
Item 12. Exhibits.
(a)(10) Text of Press Release dated May 11, 2000.
<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 11, 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
--------------------------------
Name: Mart Laius*
* By Power of Attorney
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(10) Text of Press Release dated May 11, 2000.
Exhibit 99.(a)(10)
UNILEVER ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING
PERIOD RELATING TO THE ACQUISITION OF BEN & JERRY'S
HOMEMADE, INC.
NEW YORK -- (BUSINESS WIRE) -- May 11, 2000 -- Unilever today announced that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 relating to Unilever's proposed acquisition of Ben & Jerry's Homemade,
Inc. has expired. The tender offer for all the outstanding shares of Class A
Common Stock and Class B Common Stock of Ben & Jerry's Homemade, Inc. is
currently scheduled to expire at midnight on May 15, 2000.
UNILEVER BACKGROUND: Unilever is one of the world's largest consumer products
companies with sales close to $45 billion. It produces and markets a wide
range of foods, home and personal care products. Unilever operates in 88
countries around the globe and employs 255,000 people.
In the United States, Unilever sales exceeded $8 billion in 1999. It employs
21,000 people and has 65 offices and manufacturing sites in 23 states. Two of
Unilever's 12 global Business Groups are headquartered in the United States.
Some of their major products are: Foods - North America: Lipton teas, soups,
recipe products and side dishes; Wish-Bone salad dressings; Lawry's seasonings
and specialty sauces; Imperial, Promise, Country Crock, "I Can't Believe It's
Not Butter!", Brummel & Brown spreads and sprays; Ragu pasta and pizza sauces;
Five Brothers premium pasta sauces; Klondike, Good- Humor, Popsicle and
Breyers ice cream products, and Gorton's frozen seafood products. Unilever
Home and Personal Care - North America: Wisk, all and Surf laundry detergents;
Snuggle and Final Touch fabric softeners; Sunlight dish detergents; Lever
2000, Caress, Dove and Shield bar soaps; Pond's and Vaseline skin care
products; Q-tips cotton swabs and cotton balls; Mentadent, Aim, Close-up and
Pepsodent oral care products; Degree, Suave and Brut deodorant/toiletry
products; Finesse, Salon Selectives, Suave, ThermaSilk, Aqua Net and Rave hair
care products; and Calvin Klein and Elizabeth Arden cosmetic and fragrance
products.
Contact:
Unilever
John T. Gould, Jr., 212/906-4694
