Ben & Jerrys Homemade Inc – ‘8-K’ for 5/16/00

On:  Monday, 5/22/00, at 3:48pm ET   ·   For:  5/16/00   ·   Accession #:  768384-0-9   ·   File #:  1-14401

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Changes in Control of Registrant                       6     23K 
 2: EX-99       Exhibit 99.1.                                          1      7K 
 3: EX-99       Exhibit 99.2.                                          1      7K 

8-K   —   Changes in Control of Registrant
Document Table of Contents

8-K
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  SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   May 16, 2000                

Ben & Jerry's Homemade, Inc.
(Exact name of registrant as specified in its charter)

Vermont                   0-13544                03-0267543       
(State or Other Jurisdiction   (Commission     (IRS Employer Identification No.)
of Incorporation)           File Number)                                

30 Community Drive, South Burlington, Vermont 05403-6828

 (Address of principal executive offices) (Zip Code)

Registrant's telephone number:  (802) 846-1500                                  

 N/A
 (Former name or former address, if changed since last report)

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ITEM 1.  Changes in Control of Registrant                                       
--------------------------------                              

     On  May  16,  2000,  Vermont  All  Natural  Expansion  Company,  a  Vermont
corporation (the "Purchaser") and a wholly-owned  subsidiary of Conopco, Inc., a
New York  corporation  ("Conopco"),  which is  indirectly  owned 75% by Unilever
N.V.,  a  company  organized  under  the laws of The  Netherlands  ("Unilever"),
accepted  for  payment  at a price of $43.60 per share  5,718,650  shares of the
Registrant's  Class A Common  Stock,  $.033 par value per share ("Class A Common
Stock") and 714,003 shares of the Registrant's  Class B Common Stock,  $.033 par
value per share  ("Class B Common Stock" and together with Class A Common Stock,
the "Shares"),  which were validly tendered and not properly  withdrawn pursuant
to a tender  offer  commenced  on April 18, 2000 by the  Purchaser  (the "Tender
Offer").  Such number of shares equaled  approximately  89% of the  Registrant's
outstanding  Class A Common  Stock  and  approximately  90% of the  Registrant's
outstanding  Class B Common Stock.  The Tender Offer expired at 12:00  midnight,
New York City time, on Monday, May 15, 2000.                                    

     On May 18, 2000,  the  Purchaser  accepted for payment  172,619  additional
shares of Class A Common  Stock and 16,672  additional  shares of Class B Common
Stock tendered pursuant to Notices of Guaranteed Delivery.                      

     The Tender  Offer was made  pursuant  to an  Agreement  and Plan of Merger,
dated  as of April  11,  2000  (the  "Merger  Agreement"),  among  Conopco,  the
Purchaser and the Registrant.  The Merger Agreement provides that, following the
consummation of the Tender Offer and  satisfaction  of the other  conditions set
forth in the Merger Agreement and in accordance with the relevant  provisions of
the Vermont Business  Corporation Act (the "VBCA"), the Purchaser will be merged
with  and  into  the  Registrant  (the  "Merger"),  the  Registrant  will be the
surviving   corporation   (the  "Surviving   Corporation")   and  the  Surviving
Corporation will be a wholly owned subsidiary of Conopco.  Conopco has indicated
its intent to acquire all  remaining  untendered  Shares in the Merger at $43.60
per share in cash.                                                              

     Pursuant to the Merger Agreement, at the effective time of the Merger, each
outstanding  Share  (other than Shares  held by the  Registrant,  Conopco or the
Purchaser  or a  subsidiary  of the  Registrant  or Conopco,  and shares held by
shareholders,  if any, who are entitled to and who properly exercise dissenters'
rights  under  Section 13 of the VBCA) will be canceled and  converted  into the
right to  receive  $43.60  per  share in cash,  without  interest  thereon.  The
Registrant's Board of Directors (the "Board") has previously approved the Merger
and the  Merger  Agreement.  The Merger  requires  shareholder  approval  of the
Registrant.  However,  as a result of the Tender Offer,  the affirmative vote of
shareholders  of the  Registrant,  other than the Purchaser,  is not required to
approve the Merger.                                                             

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Source of Funds                                                                 
---------------                                                                 

     The Purchaser has advised the  Registrant  that the source of funds for the
Tender Offer,  Merger and related fees and expenses will come from  intercompany
loans  of  available  cash  from and  proceeds  of sale of  commercial  paper by
Unilever, Unilever PLC and their subsidiaries. The Purchaser has further advised
the  Registrant  that the total  amount of funds  required by the  Purchaser  to
purchase  the Shares  pursuant to the Tender  Offer and to pay related  fees and
expenses was  approximately  $281  million.  Approximately  $8.3 million will be
required  to purchase  the Shares  delivered  pursuant to Notices of  Guaranteed
Delivery.                                                                       

Officers and Directors of the Registrant                                        
----------------------------------------                                        

     The Merger Agreement provides that promptly upon the acceptance for payment
of, and the  payment by the  Purchaser  for,  any Shares  pursuant to the Tender
Offer,  Conopco  will be  entitled to  designate a majority of the members  (the
"Conopco Designees") of the Board.                                              

     The Merger  Agreement  provides  further  that the  Registrant  will,  upon
request of the  Purchaser,  promptly  increase the size of the Board or exercise
its best  efforts to secure the  resignations  of such number of  directors,  or
both, as is necessary to enable the Conopco Designees to be elected to the Board
and,  subject to Section  14(f) of the  Securities  Exchange  Act and Rule 14f-1
promulgated thereunder, will cause the Conopco Designees to be so elected.      

     Notwithstanding  the  foregoing,  there will be until the effective time of
the Merger at least three members of the Board who were directors on the date of
the Merger  Agreement  and who are not officers of the  Registrant or successors
selected by such non-officer directors.                                         

     On May 10, 2000,  at a meeting of the Board:  (i) the size of the Board was
increased from eight directors to twelve directors; (ii) the Registrant accepted
the resignations of the following directors: Jerry Greenfield,  Henry Morgan and
Perry D. Odak; and (iii) the following  seven Conopco  Designees were elected to
the Board:  Peter J. Allcox,  Thomas H. Floyd,  Richard A.  Goldstein,  A. Peter
Harwich,  Mart Laius,  Ronald M. Soiefer and Eric Walsh,  in each case effective
upon the date of the acceptance for payment of, and the payment by the Purchaser
for, any Shares pursuant to the Tender Offer.                                   

ITEM 5.  Other Events                                                           
------------                                                  

Conversion of Class B Common Stock                                              
----------------------------------                                              

     Pursuant to the Merger  Agreement,  on May 15, 2000, the Registrant  caused
its transfer agent to mail a notice dated May 15, 2000, to all holders of record
of shares of Class B Common Stock,  which specified that, in accordance with the
Articles of  Association of the  Registrant,  all shares of Class B Common Stock
will be automatically converted into shares of Class A Common Stock effective as
of May 25, 2000. From and after May 25, 2000, each outstanding  share of Class B
Common Stock will  automatically be deemed to be a share of Class A Common Stock
for all  purposes  and  certificates  for  shares of Class B Common  Stock  will
represent shares of Class A Common Stock.                                       

8-K
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Redemption of Class A Preferred Stock                                           
-------------------------------------                                           

     On  May  15,  2000,  the  Registrant,  pursuant  to the  Merger  Agreement,
delivered  notice  to The Ben & Jerry's  Foundation,  Inc.,  the sole  holder of
shares of the  Registrant's  $1.20 Class A Preferred  Stock, par value $1.00 per
share (the "Class A Preferred Stock"),  which specified that, in accordance with
the Articles of Association  of the  Registrant  and the vote of the Board,  all
shares of the Class A Preferred Stock would be redeemed at a redemption price of
$43.60  per share of the  Class A  Preferred  Stock.  Such  redemption  has been
completed.                                                                      

Inter-Company Loan                                                              
------------------                                                              

     On May 17,  2000,  the  Registrant  and  Unilever  entered into a five year
intercompany  facility  agreement  (the  "Facility").  Under the  Facility,  the
Registrant will borrow (or lend) funds to satisfy cash shortfalls (or surpluses)
from  operational  activities  of business  and Conopco  will end (or borrow) to
(from)  the  Registrant.  Pursuant  to the  terms  of  the  Facility,  both  the
Registrant  and Conopco have the option to call or put the  outstanding  balance
plus  accrued  interest  at any  time.  Interest  under  the  Facility  will  be
calculated by applying  Conopco's  average cost of funds for the fiscal month to
Registrant's average deficit (or surplus) balance during the same fiscal month. 

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.    
     -------------------------------------------------------------------

(c)      Exhibits:                                                              
---      --------                                                               

     1.   Notice of  Automatic  Conversion  of Class B Common Stock into Class A
Common Stock dated May 15, 2000.                            

     2.   Notice of  Redemption  of $1.20 Class A Preferred  Stock dated May 15,
2000.                                                       

     3.   Agreement  and  Plan of  Merger,  dated as of April  11,  2000,  among
          Conopco,  the Purchaser and the Registrant  (incorporated by reference
          to Exhibit  (e)(1) to the  Registrant's  Schedule 14D-9 filed on April
18, 2000).                                                  

8-K
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 SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.                                           

                                          BEN & JERRY'S HOMEMADE, INC.

Date:  May 22, 2000                            By:/s/ Frances G. Rathke         
                                             -------------------------
                                           Name: Frances G. Rathke
                                                 Title:Chief Financial Officer

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 EXHIBIT INDEX

The following designated exhibits are filed herewith:                 

     99.1.     Notice of Automatic Conversion of Class B Common Stock into Class
A Common Stock dated May 15, 2000.                

     99.2.     Notice of Redemption  of $1.20 Class A Preferred  Stock dated May
15, 2000.                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		5/25/00		3
Filed on:		5/22/00		5
		5/18/00		2					3,  4
		5/17/00		4
For Period End:		5/16/00		1		2			SC TO-T/A
		5/15/00		2		6			SC 14D9/A,  SC TO-T/A
		5/10/00		3
		4/18/00		2		4			SC 13D,  SC 13D/A,  SC 14D9,  SC TO-T
		4/11/00		2		4			8-K
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