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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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BEAUTICONTROL, INC.
(Name of Subject Company (Issuer))
B-C MERGER CORPORATION
TUPPERWARE CORPORATION
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
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074655101
(CUSIP Number of Class of Securities)
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Thomas M. Roehlk
Senior Vice President, General Counsel and Secretary
Tupperware Corporation
14901 S. Orange Blossom Tr.
Orlando, FL 32837
Telephone: (407) 826-5050
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Steven Sutherland
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
CALCULATION OF FILING FEE
Transaction Valuation*: $62,083,336 Amount of Filing Fee: $12,417
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*Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all outstanding shares of common stock, par
value $.10 per share, of BeautiControl, Inc. (the "Company Common Stock") at a
price per share of Company Common Stock of $7.00 in cash. This calculation
assumes that all options to purchase shares of Common Stock have been exercised
and the purchase of all shares of Common Stock issued in connection with such
exercise. As of September 11, 2000, there were approximately 7,231,448 shares
of Company Common Stock outstanding and approximately 1,637,600 shares of
Company Common Stock subject to outstanding options. The amount of the filing
fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50th of one percent of the value of the transaction.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: Not applicable Filing Party: Not applicable
Form or registration No.: Not applicable Date Filed: Not applicable
[ ] 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.
[ ] 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: [ ]
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This Tender Offer Statement on Schedule TO relates to the third-party
tender offer by B-C Merger Corporation, a Delaware corporation ("Purchaser") and
a wholly owned subsidiary of Tupperware Corporation, a Delaware corporation
("Parent"), to purchase all of the issued and outstanding shares of common
stock, par value $.10 per share (the "Shares"), of BeautiControl, Inc., a
Delaware corporation (the "Company"), at a purchase price of $7.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated September 20, 2000
(the "Offer to Purchase"), a copy of which is attached hereto as Exhibit
(a)(1)(A), and in the related Letter of Transmittal (the "Letter of
Transmittal"), a copy of which is attached hereto as Exhibit (a)(1)(C) (which,
together with the Offer to Purchase, as amended or supplemented from time to
time, constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary Term Sheet" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is BeautiControl, Inc. The Company's
executive offices are located at 2121 Midway, Carrollton, TX 75006. The
telephone number of the principal executive offices is: 972-458-0601.
(b) The class of securities to which this statement relates is the common
stock of the Company, par value $.10 per share, of which 7,231,448 shares were
issued and outstanding as of September 11, 2000.
(c) The information set forth in Section 6 ("Price Range of the Shares;
Dividends") in the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by Parent and Purchaser. The
information set forth in Section 9 ("Certain Information Concerning Tupperware
Corporation and Purchaser") in the Offer to Purchase and on Schedule I thereto
is incorporated herein by reference.
(b) The information set forth in Section 9 ("Certain Information Concerning
Tupperware Corporation and Purchaser") in the Offer to Purchase and on Schedule
I thereto is incorporated herein by reference.
(c) The information set forth in Section 9 ("Certain Information Concerning
Tupperware Corporation and Purchaser") in the Offer to Purchase and on Schedule
I thereto is incorporated herein by reference. During the last five years, none
of Purchaser, Parent or, to the best knowledge of Purchaser and Parent, any of
the persons listed on Schedule I to the Offer to
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Purchase (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
such laws. Unless otherwise noted, the persons listed on Schedule I to the Offer
to Purchase are citizens of the United States.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in Section 10 ("Background of the Offer;
Contacts with BeautiControl") is incorporated herein by reference. Except as
disclosed above in this Item 5(a), during the past two years, there have been no
transactions that would be required to be disclosed under this Item 5(a) between
any of the Purchaser, Parent, or, to the best knowledge of the Purchaser and
Parent, any of the persons listed on Schedule I to the Offer to Purchase, and
the Company or any of its executive officers, directors or affiliates.
(b) The information set forth under "Introduction," Section 10 ("Background
of the Offer; Contacts with BeautiControl") and Section 11 ("Purpose of the
Offer and the Merger; The Merger Agreement; The Stockholder Agreements; The
Employment Agreements; Statutory Requirements; Appraisal Rights; Plans for
BeautiControl") is incorporated herein by reference. Except as set forth under
"Introduction," Section 10 ("Background of the Offer; Contacts with
BeautiControl") and Section 11 ("Purpose of the Offer and the Merger; The Merger
Agreement; The Stockholder Agreements; The Employment Agreements; Statutory
Requirements; Appraisal Rights; Plans for BeautiControl") in the Offer to
Purchase, there have been no material contacts, negotiations or transactions
during the past two years that would be required to be disclosed under this Item
5(b) between any of the Purchaser, Parent or any of their respective
subsidiaries or, to the best knowledge of the Purchaser and Parent, any of those
persons listed on Schedule I to the Offer to Purchase and the Company or its
affiliates concerning a merger, consolidation or acquisition, a tender offer or
other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of the assets of the Company.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth under "Introduction", Section 1 ("Terms of the
Offer"), Section 6 ("Price Range of the Shares; Dividends"), Section 7
("Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing;
Exchange Act Registration; Margin Regulations"); Section 8 ("Certain Information
Concerning BeautiControl"), Section 9 ("Certain Information Concerning B-C
Merger Corporation and Tupperware Corporation"), Section 10 ("Background of the
Offer; Contacts with BeautiControl"), Section 11 ("Purpose of the Offer and the
Merger; The Merger Agreement; The Stockholder Agreements; The Employment
Agreements; Statutory Requirements; Appraisal Rights; Plans for BeautiControl")
and Section 13 ("Dividends and Distributions") is incorporated herein by
reference.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth under Section 12 ("Source and Amount of Funds")
in the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under Section 9 ("Certain Information
Concerning Tupperware and Purchaser") and Schedule I to the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth under Section 9 ("Certain Information
Concerning Tupperware and Purchaser") and Schedule I to the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth under "Introduction", Section 10 ("Background of
the Offer; Contacts with BeautiControl") and Section 16 ("Fees and Expenses") in
the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in Section 15 ("Legal Matters; Required
Regulatory Approvals") is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated September 20, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
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(a)(1)(E) Letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Form of Summary Advertisement as published on September
20, 2000.
(a)(1)(H) Text of press release issued by Parent dated September
20, 2000.
(b) None.
(d)(1) Agreement and Plan of Merger dated as of September 13,
2000, by and among Tupperware, B-C Merger Corporation
and BeautiControl.
(d)(2) Form of Employment Agreement - Richard W. Heath
(d)(3) Form of Employment Agreement - Jinger L. Heath
(d)(4) Form of Stockholder Agreement
(d)(5) Confidentiality Agreement between Tupperware and
BeautiControl dated as of August 18, 2000.
(d)(6) Confidentiality Agreement between Tupperware and
BeautiControl
(g) None.
(h) None.
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.
TUPPERWARE CORPORATION
By: Thomas M. Roehlk
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Name: Thomas M. Roehlk
Title: Senior Vice President, General Counsel
and Secretary
B-C MERGER CORPORATION
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By: Thomas M. Roehlk
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Name: Thomas M. Roehlk
Title: Secretary
Date: September 20, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase dated September 20, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(1)(G) Form of Summary Advertisement as published on September 20,
2000.
(a)(1)(H) Text of press release issued by Parent dated September 20,
2000.
(b) None.
(d)(1) Agreement and Plan of Merger dated as of September 13, 2000,
by and among Tupperware, B-C Merger Corporation and
BeautiControl.
(d)(2) Form of Employment Agreement - Richard W. Heath
(d)(3) Form of Employment Agreement - Jinger L. Heath
(d)(4) Form of Stockholder Agreement
(d)(5) Confidentiality Agreement between Tupperware and BeautiControl
dated as of August 18, 2000.
(d)(6) Confidentiality Agreement between Tupperware and
BeautiControl.
(g) None.
(h) None.
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