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Exhibit (a)(1)(G)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated September 20, 2000, and the related Letter of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of Shares. Purchaser (as defined below) is not aware of any state
where the making of the Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. If Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of the
Shares pursuant thereto, Purchaser will make a good faith effort to comply with
such statue or seek to have such statue declared inapplicable to the Offer. If,
after such good faith effort, Purchaser cannot comply with such state statute,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) holders of Shares in such state. In any jurisdiction where the securities,
"blue sky" or other laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of Purchaser by one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
at
$7.00 per share
of
BeautiControl, Inc.
by
B-C Merger Corporation
a wholly owned subsidiary of
Tupperware Corporation
B-C Merger Corporation, a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of Tupperware Corporation, a Delaware corporation
("Tupperware"), is offering to purchase all of the outstanding shares of common
stock, par value $.10 per share (the "Shares"), of BeautiControl, Inc., a
Delaware corporation (the "Company"), for $7.00 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated September 20, 2000 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, OCTOBER 17, 2000, UNLESS THE OFFER IS EXTENDED.
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The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of
Shares that would constitute at least a majority of the Shares that in the
aggregate are outstanding determined on a fully diluted basis (assuming the
exercise of all options to purchase Shares, and the conversion or exchange of
all securities convertible or exchangeable into Shares, outstanding at the
expiration date of the Offer), (ii) any waiting period under the HSR Act (as
defined in the Offer to Purchase) applicable to the purchase of Shares pursuant
to the Offer having expired or having been terminated prior to the expiration of
the Offer, and (iii) the satisfaction of certain other terms and conditions.
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of September 13, 2000 (the "Merger Agreement") among Tupperware, Purchaser
and the Company. The Merger Agreement provides that following satisfaction or
waiver of the conditions set forth in the Merger Agreement and in accordance
with relevant provisions of the General Corporation Law of the State of
Delaware, as amended (the "DGCL"), Purchaser will be merged with and into the
Company (the "Merger"). At the effective time of the Merger (the "Effective
Time"), each Share issued and outstanding immediately prior to the Effective
Time (other than Shares owned by the Company, any wholly owned subsidiary of the
Company, Tupperware, or any wholly owned subsidiary of Tupperware, or by
stockholders, if any, who are entitled to and properly exercise dissenter's
rights under the DGCL) will be converted into the right to receive $7.00 in
cash, without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MERGER AGREEMENT AND
APPROVED THE OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE OFFER
AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
STOCKHOLDERS, AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER
AND TENDER ALL THEIR SHARES PURSUANT TO THE OFFER.
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For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn, if
and when Purchaser gives oral or written notice to ChaseMellon Shareholder
Services, L.L.C. (the "Depositary") of Purchaser's acceptance of such Shares for
payment. In all cases, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price with the Depositary, which shall act as
agent for tendering stockholders for the purpose of receiving payment from
Purchaser and transmitting payment to the tendering stockholders. Payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary (i) of certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)
and (iii) any other documents required by the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (subject to
the terms and conditions of the Merger Agreement), at any time and from time to
time, to extend the period of time during which the Offer is open for any
reason, including the failure of any of the conditions specified in Section 14
of the Offer to Purchase to be satisfied, and thereby delay acceptance for
payment of and payment for any Shares. The term "Expiration Date" shall mean
12:00 Midnight, New York City time, on Tuesday, October 17, 2000 unless
Purchaser shall have extended the period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by Purchaser, shall expire. No subsequent
offering period will be available.
Subject to the limitations set forth in the Offer and the Merger Agreement,
Purchaser reserves the right (but will not be obligated), at any time or from
time to time in its sole discretion, to extend the period during which the Offer
is open by giving oral or written notice of such extension to the Depositary and
by making a public announcement of such extension. There can be no assurance
that Purchaser will exercise its right to extend the Offer. Any extension of the
period during which the Offer is open will be followed, as promptly as
practicable, by public announcement thereof, such announcement to be issued not
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the rights of a tendering stockholder to withdraw such stockholder's Shares.
Except as otherwise provided in Section 4 of the Offer to Purchase, tenders
of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment, may also be
withdrawn at any time after November 20, 2000. For a withdrawal to be effective,
a written, telegraphic, telex or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder if
different from the name of the person who tendered the Shares. If certificates
for Shares to be withdrawn have been delivered or otherwise identified to the
Depositary, then prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered for the account of an Eligible Institution
(as defined in the Offer to Purchase), the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution. All questions as to the form and
validity (including time of receipt) of a notice of withdrawal will be
determined by Purchaser, in its sole discretion, and its determination shall be
final and binding on all parties.
The information required to be disclosed pursuant to Rule 14d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
The Company has provided to Purchaser its lists of stockholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
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The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.
Any questions or requests for assistance or for copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent as set forth below, and copies will be
furnished promptly at Purchaser's expense. No fees or commissions will be
payable to brokers, dealers or other persons other than the Information Agent,
the Dealer Manager and the Depositary for soliciting tenders of Shares pursuant
to the Offer.
The Information Agent for the Offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
The Dealer Manager for the Offer is:
L a z a r d
30 Rockefeller Plaza
New York, New York 10020
September 20, 2000
