-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, U34bTr/k4EAk2h3qPxYornBlZvJUaYTIrA9paDRPnu6aBiKIqY+PRlOL6GHO1zwB XWHGrIIyy3lQ2Y+xIASopw== 0000950123-94-001417.txt : 19940826 0000950123-94-001417.hdr.sgml : 19940826 ACCESSION NUMBER: 0000950123-94-001417 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GERBER PRODUCTS CO CENTRAL INDEX KEY: 0000041130 STANDARD INDUSTRIAL CLASSIFICATION: 2030 IRS NUMBER: 380558270 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06579 FILM NUMBER: 94546009 BUSINESS ADDRESS: STREET 1: 445 STATE ST CITY: FREMONT STATE: MI ZIP: 49413 BUSINESS PHONE: 6169282000 MAIL ADDRESS: STREET 1: 445 STATE STREET CITY: FREMONT STATE: MI ZIP: 49413-0001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDOZ LTD CENTRAL INDEX KEY: 0000924074 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 608 5TH AVENUE STREET 2: 10TH FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 14D1/A 1 AMENDMENT NO. 4 TO SCHEDULE 14D-1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 Tender Offer Statement (Amendment No. 4 (Final Amendment)) Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 GERBER PRODUCTS COMPANY (Name of Subject Company) SL Sub Corp. and Sandoz Ltd. (Bidder) Common Stock, $2.50 par value (including Preferred Stock Purchase Rights issued with respect thereto) (Title of Class of Securities) 373712 10 8 (CUSIP Number of Class of Securities) Robert L. Thompson, Jr., Esq. Sandoz Corporation 608 Fifth Avenue, 10th Floor New York, New York 10020 Telephone: (212) 830-2401 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: David W. Heleniak, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 2 This Amendment No. 4 (Final Amendment) to the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") relates to the offer by SL Sub Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Sandoz Ltd., a corporation organized under the laws of Switzerland ("Parent"), to purchase all outstanding shares of Common Stock, par value $2.50 per share (the "Common Stock"), of Gerber Products Company, a Michigan corporation (the "Company"), and the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of July 25, 1990, as amended, between Gerber Products Company and Harris Trust and Savings Bank, as Rights Agent (together with the Common Stock, the "Shares"), at a price of $53.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase, dated May 27, 1994 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which were filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1. ITEM 1. SECURITY AND SUBJECT COMPANY. Item 1(b) is hereby amended and supplemented to read as follows: The Company has advised Purchaser that as of August 18, 1994 69,626,655 Shares and options to purchase 1,606,924 Shares were issued and outstanding and 39,441 Shares were authorized to be issued under the Company's Stock Ownership Plan or predecessor plan. As a result, as of such date, the Minimum Condition would be satisfied if Purchaser acquired 35,636,511 Shares. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: At 5:00 p.m., New York City time, on Wednesday, August 24, 1994, the Offer expired. Based on a preliminary count, approximately 69,081,714 Shares were tendered pursuant to the Offer, of which 5,019,384 were tendered pursuant to notices of guaranteed delivery. Such Shares (including Shares delivered pursuant to notices of guaranteed delivery) constituted approximately 99.2% of the outstanding Shares. On Wednesday, August 24, 1994, effective as of 5:01 p.m., all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. A press release issued by Parent on August 25, 1994 announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (a)(14) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION Item 10(b) is hereby amended and supplement as follows: On August 24, 1994, Purchaser received approval of the New York Superintendent of Insurance (the "Superintendent") for the Acquisition of Control of Gerber Life Insurance Company. A press release issued by Parent on August 24, 1994 relating to the approval of the Superintendent is filed as Exhibit (a)(15) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding the following Exhibit: (a)(14) Press Release issued by Parent on August 25, 1994. (a)(15) Press Release issued by Parent on August 24, 1994. 2 3 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. August 25, 1994 SL SUB CORP. By /s/ ROBERT L. THOMPSON, JR. ------------------------------------ Name: Robert L. Thompson, Jr. Title: Vice President and Secretary SANDOZ LTD. By /s/ MARC MORET ------------------------------------ Name: Marc Moret Title: Chairman of the Board By /s/ ROLF W. SCHWEIZER ------------------------------------ Name: Rolf W. Schweizer Title: Chief Executive Officer 3 4 EXHIBIT INDEX
PAGE IN EXHIBIT SEQUENTIAL NO. NUMBERING SYSTEM - ------- ---------------- (a)(14) Press Release issued by Parent on August 25, 1994. (a)(15) Press Release issued by Parent on August 24, 1994.
EX-99.A14 2 PRESS RELEASE DATED AUGUST 25, 1994 1 FOR IMMEDIATE RELEASE ===================== SANDOZ COMPLETES ACQUISITION OF GERBER NEW YORK/BASEL, SWITZERLAND, August 25, 1994 -- Sandoz Ltd. (OTC:SDOZY) announced today it had completed its tender offer for Gerber Products Company. The tender offer expired as scheduled at 5:00 p.m. New York City time, on Wednesday, August 24, 1994. Based on a preliminary count, 69,081,714 shares were tendered and accepted for payment, representing approximately 99.2% of the outstanding shares of common stock. Gerber will immediately merge with a North American Sandoz subsidiary established for this purpose. After the merger, Sandoz will own 100% of Gerber. Shares of Gerber which were not tendered into the offer will be canceled and converted automatically into the right to receive $53.00 per share in cash. Sandoz, founded in 1886, discovers, develops, produces and markets products and services in pharmaceuticals, nutrition, seeds, chemicals and agro sectors, and in the construction & environment business. In 1993, Sandoz achieved sales of 15.1 Sfr. billion ($10.3 billion) and net income of 1.7 Sfr. billion ($1.2 billion). With the $3.7 billion acquisition of Gerber, Sandoz further strengthens its Nutrition division. Gerber had sales of $1.2 billion in the fiscal year which ended in March 1994 (89% in North America), operating income of $212 million and net income of $127 million before restructuring charges. Gerber for 65 years has been a major developer, manufacturer and marketer of baby food. In the U.S., Gerber is the leading baby food company with more than 70% of the market. The Company has a strong presence in Mexico, Puerto Rico and Central America, and employs 12,000 people worldwide. Sandoz, which has operated in the U.S. for 75 years, employs approximately 11,000 people in its U.S. subsidiaries. Sandoz Ltd. ADRs (American Depositary Receipts) are traded in the OTC market under the symbol SDOZY. # # # Contacts: Bjorn Edlund Tim Croasdaile Thomas C. Franco Sandoz Gerber Broadgate Consultants, Inc. for Sandoz 011-41-61-324-9001 (616)928-2718 (212)229-2222 EX-99.A15 3 PRESS RELEASE DATED AUGUST 24, 1994 1 FOR IMMEDIATE RELEASE SANDOZ TO CLOSE TENDER OFFER FOR GERBER ---------------------------------------------------- NEW YORK, NY and BASEL, SWITZERLAND, August 24, 1994 -- Sandoz Ltd. (NASDAQ: SDOZY) announced today that it received the approval of the New York Superintendent of Insurance for the acquisition of control of Gerber Life Insurance Company, a wholly-owned subsidiary of Gerber Products Company (NYSE: GEB). Accordingly, Sandoz's tender offer to purchase all the outstanding shares of common stock of Gerber Products Company will expire today as scheduled at 5:00 pm, New York City Time. # # # Contacts: Bjorn Edlund Tim Croasdaile Thomas C. Franco Sandoz Gerber Broadgate Consultants, Inc. for Sandoz 011-41-61-324-9001 (616)928-2718 (212)229-2222 -----END PRIVACY-ENHANCED MESSAGE-----