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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT
UNDER TO SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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REXALL SUNDOWN, INC.
(NAME OF SUBJECT COMPANY)
NUTRICIA INVESTMENT CORP.
NUTRICIA FLORIDA, L.P.
NUTRICIA FLORIDA, INC.
NUTRICIA INTERNATIONAL B.V.
KONINKLIJKE NUMICO N.V.
(ROYAL NUMICO)
(NAMES OF FILING PERSONS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
761648104
(CUSIP NUMBER OF CLASS OF SECURITIES)
JULITTE VAN DER VEN
NUTRICIA INVESTMENT CORP.
C/O GUY SNYDER, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 609-7500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
GUY E. SNYDER, ESQ.
STEVEN J. GRAY, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7500
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/ / Check 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
/ / 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 Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO ("Schedule TO") filed May 5, 2000 relating to the
offer by Nutricia Investment Corp. (the "Purchaser"), a Delaware corporation
and an indirect wholly owned subsidiary of Koninklijke Numico ("Parent"), a
company incorporated under the laws of the Netherlands, to purchase all of
the issued and outstanding shares of common stock, par value $0.01 per share,
(the "Common Stock") of Rexall Sundown, Inc. (the "Company"), at a price of
$24.00 per share of Common Stock, 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 May 5, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer").
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the following:
At 11:59 p.m., New York City time, on May 17, 2000, the 15-day waiting
period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvement
Act of 1976, as amended (the "HSR Act") expired. The expiration of the waiting
period was one of the conditions to the Purchaser's obligations under the Merger
Agreement to accept for payment and pay for Shares tendered pursuant to the
Offer to Purchase. On March 18, 2000, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated herein by
reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Press Release announcing the expiration of the HSR waiting period dated
March 18, 2000, issued by Parent.
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SIGNATURES
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 18, 2000
KONINKLIJKE NUMICO N.V.
By: /s/ Johannes C.T. van der Wielen
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Name: Johannes C.T. van der Wielen
Title: President and Chief Executive Officer
NUTRICIA INVESTMENT CORP.
By: /s/ Julitte van der Ven
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Name: Julitte van der Ven
Title: President
NUTRICIA FLORIDA, L.P.
By: Nutricia Florida, Inc., its general partner
By: /s/ Julitte van der Ven
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Name: Julitte van der Ven
Title: President
NUTRICIA FLORIDA, INC.
By: /s/ Julitte van der Ven
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Name: Julitte van der Ven
Title: President
NUTRICIA INTERNATIONAL B.V.
By: /s/ Johannes C.T. van der Wielen
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Name: Johannes C.T. van der Wielen
Title: President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
(a)(10) Press Release announcing the expiration of the HSR waiting period
dated March 18, 2000, issued by Parent.
</TABLE>
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FOR IMMEDIATE RELEASE
MAY 18, 2000
CONTACTS: Royal Numico N.V.
Klaas A. de Jong, Director Corporate
Affairs
31-79-353-9028
[email protected]
Media: BSMG Worldwide
Edward Nebb, 212-445-8213
ROYAL NUMICO ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO ANTITRUST WAITING PERIOD
ZOETERMEER, THE NETHERLANDS, MAY 18, 2000; Royal Numico N.V. ("Numico")
(Amsterdam Stock Exchange: NUM) announced today that the waiting period required
under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, expired yesterday in connection with Numico's tender offer for all of
the outstanding shares of common stock of Rexall Sundown, Inc. ("Rexall
Sundown"). Numico's tender offer for Rexall Sundown, which commenced on May 5,
2000, is scheduled to expire at 12:00 midnight, New York City time, on Friday,
June 2, 2000.
Royal Numico N.V. (WWW.NUMICO.COM), headquartered in Zoetermeer, the
Netherlands, is a world leader in specialized nutrition. A holding company for a
group of companies including General Nutrition Companies, Inc., Nutricia, Milupa
and Cow & Gate, its products include infant nutrition, medical nutrition and
nutritional supplements. Numico concentrates on the development, manufacture and
sales of specialized nutrition products based upon medical scientific concepts
with a high added value. The company operates in some 100 countries.
