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Benckiser NV – ‘20-F’ for 12/31/98

As of: Thursday, 5/13/99 · For: 12/31/98 · Accession #: 950103-99-399 · File #: 1-14726

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/13/99  Benckiser NV                      20-F       12/31/98    3:236K                                   Davis Polk & … LLP 01/FA

Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer             35    202K 
 2: EX-99.(A)(I)  Miscellaneous Exhibit                                1      5K 
 3: EX-99.(A)(II)  Annual Report to Shareholders for 1998             52    204K

20-F — Annual Report of a Foreign Private Issuer
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Amsterdam Stock Exchange Certain Definitions and Dollar Presentation Certain Factors Which May Affect The Business Changes in Securities and Changes in Security for Registered Securities Compensation of Directors and Officers Consolidated Financial Statements Consolidated Financial Statements and Exhibits Consumer Safety and Environment Control by JAB Control of Registrant Defaults Upon Senior Securities Description of Business Description of Property Directors and Officers of Registrant Euro Exchange Controls and Other Limitations Affecting Shareholders Exchange Rate Information Exhibit Index Interest of Management in Certain Transactions Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Nature of Trading Market North America Quantitative and Qualitative Disclosures About Market Risk Registration Rights Agreement Related Party Transactions Rest of the World Selected Financial Data Taxation Taxation on Income and Capital Gains Western Europe
1	1st Page - Filing Submission
3	Certain Definitions and Dollar Presentation
4	Item 1. Description of Business
10	Consumer Safety and Environment
11	Certain Factors Which May Affect The Business
13	Euro
"	Control by JAB
14	Item 2. Description of Property
15	Item 3. Legal Proceedings
"	Item 4. Control of Registrant
"	Registration Rights Agreement
"	Related Party Transactions
16	Item 5. Nature of Trading Market
"	Amsterdam Stock Exchange
17	Item 6. Exchange Controls and Other Limitations Affecting Shareholders
18	Item 7. Taxation
19	Taxation on Income and Capital Gains
20	Item 8. Selected Financial Data
"	Exchange Rate Information
"	Item 9. Management's Discussion and Analysis of Financial Condition and Results of Operations
23	Western Europe
"	North America
"	Rest of the World
26	Item 9A. Quantitative and Qualitative Disclosures About Market Risk
"	Item 10. Directors and Officers of Registrant
31	Item 11. Compensation of Directors and Officers
32	Item 13. Interest of Management in Certain Transactions
"	Item 15. Defaults Upon Senior Securities
"	Item 16. Changes in Securities and Changes in Security for Registered Securities
"	Item 17. Consolidated Financial Statements
"	Item 19. Consolidated Financial Statements and Exhibits
35	Exhibit Index

20-F 1st Page of 35 TOC ↑Top Previous Next ↓Bottom Just 1st
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
----------------

FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-14726

BENCKISER N.V.
(Exact name of Registrant as specified in its charter)

THE NETHERLANDS
(Jurisdiction of incorporation or organization)

World Trade Center, Amsterdam Airport, Tower C, Schiphol Boulevard 229,
1118 BH Schiphol Airport, The Netherlands
(Address of principal executive offices)

Securities registered or to be registered pursuant to
Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

Class B Common Shares, New York Stock Exchange
nominal value
NLG 1.00 each

Securities registered or to be registered pursuant to
Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None

The number of outstanding shares in the capital of Benckiser N.V.
as of December 31, 1998:

Class A Common Shares, nominal value NLG 1.00 39,064,630
Class A Common Shares, nominal value NLG 4.00 13,655,000

-----------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark which financial statement item the registrant has
elected to follow: Item 17 [ ] Item 18 [X]
-------------------------------------------------------------------------------

20-F 2nd Page of 35 TOC 1st Previous Next ↓Bottom Just 2nd
TABLE OF CONTENTS

Page
----
Certain Definitions and Dollar Presentation................................. 3

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
United States Private Securities Litigation Reform Act of 1996........... 4

PART I
Item 1 Description of Business.......................................... 4
Item 2 Description of Property.......................................... 14
Item 3 Legal Proceedings................................................ 15
Item 4 Control of Registrant............................................ 15
Item 5 Nature of Trading Market......................................... 16
Item 6 Exchange Controls and Other Limitations Affecting Security
Holders.......................................................... 17
Item 7 Taxation......................................................... 18
Item 8 Selected Financial Data.......................................... 20
Item 9 Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 20
Item 9A Quantitative and Qualitative Disclosures about Market Risk....... 26
Item 10 Directors and Officers of Registrant............................. 26
Item 11 Compensation of Directors and Officers........................... 31
Item 12 Options to Purchase Securities from Registrant or Subsidiaries... 31
Item 13 Interest of Management in Certain Transactions................... 32

PART II
Item 14 Description of Securities to be Registered....................... 32

PART III
Item 15 Defaults upon Senior Securities.................................. 32
Item 16 Changes in Securities and Changes in Security for Registered
Securities....................................................... 32

PART IV
Item 17 Consolidated Financial Statements................................ 32
Item 18 Consolidated Financial Statements................................ 32
Item 19 Consolidated Financial Statements and Exhibits................... 32

Exhibit Index............................................................... 35

20-F 3rd Page of 35 TOC 1st Previous Next ↓Bottom Just 3rd
CERTAIN DEFINITIONS AND DOLLAR PRESENTATION

Benckiser N.V. (the "Company") conducts its operations directly and
through its subsidiaries. The term "BNV" as used herein refers, unless the
context otherwise requires, to the Company and its consolidated subsidiaries
and predecessors. "JAB" means Joh. A Benckiser GmbH and its subsidiaries
(other than the Company).

The principal executive office of the Company is located at World Trade
Center, Amsterdam Airport, Tower C, Schiphol Boulevard 229, 1118 BH Schiphol
Airport, The Netherlands, and its telephone number is (31 20) 405 7555.

The Company publishes its consolidated financial statements in Dutch
guilders, the currency of the Netherlands. In this annual report on Form 20-F,
references to "Dutch guilders" and "NLG" are to the currency of the
Netherlands, and references to "U.S. dollars," "$" or "(cent)" are to the
currency of the United States, and references to "Euro" and "EUR" are to the
currency of the European Monetary Union ("EMU"). Unless otherwise indicated,
solely for the convenience of the reader, this annual report on Form 20-F
contains translations of certain Dutch guilder amounts into U.S. dollar and
Euro amounts. The translations of Dutch guilder amounts into U.S. dollar
amounts have been at $1.00 = NLG 1.8888, the noon buying rate in The City of
New York for cable transfers in Dutch guilders as certified for customs
purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on
December 31, 1998. See "Item 8: Selected Financial Data--Exchange Rate
Information" for information regarding the Noon Buying Rate from January 1,
1994 through April 29, 1999. On April 29, 1999, the Noon Buying Rate was $1.00
= NLG 2.08. These translations should not be construed as representations that
the Dutch guilder amounts actually represent such U.S. dollar amounts or could
have been or could be converted into U.S. dollars at the rates indicated or at
any other rates. The transactions of Dutch Guilder amounts into Euro amounts
have been at EUR 1.00 = NLG 2.20371, the permanently fixed rate against the
Euro on December 31, 1998.

Various amounts and percentages set out in this annual report on Form
20-F have been rounded and accordingly may not total.

Certain information in this annual report on Form 20-F has been presented
separately for certain geographic areas. As used herein, (i) "Western Europe"
refers to Austria, Belgium, Denmark, Finland, France, Germany, Greece, Israel,
Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the
United Kingdom, (ii) "North America" refers to Canada and the United States
and (iii) the "Rest of the World" refers to the other countries and areas in
which the Company currently conducts business: Australia, Belorussia, the
People's Republic of China ("China"), Croatia, the Czech Republic, Dubai,
Estonia, Hungary, Japan, Latvia, Lithuania (together with Estonia and Latvia,
the "Baltics"), New Zealand, Poland, Romania, Russia, the Slovak Republic,
Slovenia, Turkey, Ukraine and Yugoslavia. In addition, as used herein,
"measured worldwide market" refers to all countries with respect to which
Nielsen information (as defined below) is available.

Unless otherwise indicated, certain information contained herein with
respect to North America, Western Europe and certain other markets in the rest
of the world of the mass-market channel of distribution in the household
detergents and cleaning products industry, including market share and brand
rank, has been derived from information compiled by A.C. Nielsen Company and
its affiliates ("Nielsen"). Nielsen measures retail sales volumes and value
shares of household detergents and cleaning products sold in the mass-market
as defined by the following channels of distribution: hypermarkets,
supermarkets, independent and chain stores, mass-volume merchandisers, food
stores and food/drug combinations. Nielsen bases its data on statistical
compilations of reported sales. All such market data is subject to some degree
of variance.

Finish, Electrasol, Jet Dry, Vanish, Cillit and Dosia are trademarks of
the Company. The Company has an exclusive right to use the Calgonit and Calgon
trademarks in the household cleaning products business in most markets. All
other product names, trade names and trademarks referred to in this annual
report on Form 20-F are

20-F 4th Page of 35 TOC 1st Previous Next ↓Bottom Just 4th
the property of the Company or one of its affiliates or subsidiaries or are
the subject of an exclusive license by the Company.

In this annual report on Form 20-F, the term "Class B Common Shares"
refers to the Class B Common Shares of the Company, nominal value NLG 1 per
share, and the term "Class A Common Shares" refers to the Class A Common
Shares of the Company, nominal value NLG 4 per share. The term "Common Shares"
refers to the Class B Common Shares together with the Class A Common Shares.

Specific portions of the Company's Annual Report 1998 to Shareholders are
incorporated by reference in this report on Form 20-F to the extent noted
herein.

The Company is subject to the informational requirements of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files, reports and other information with the U.S.
Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company are available for inspection and copying at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, DC 20549, and at the Regional Offices of the
Commission located at Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661-2551 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material are also available by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, DC 20459, at prescribed rates. In addition, such material may also
be inspected and copied at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005, on which the Company's Class B
Common Shares are listed.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report contains forward looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. These forward
looking statements are not guarantees of Benckiser's future operational or
financial performance and are subject to risks and uncertainties. The forward
looking statements refer to, among other things, predictions of future net
revenues, estimate of exposure to currency fluctuations, estimates of cost
savings as a result of ongoing restructuring, predictions of capital
expenditures and sufficiency of cash flows and credit facilities to meet
working capital, capital expenditure and debt requirements for fiscal year
1998 and the Company's view of the impact of the Year 2000 and the
introduction of the Euro on its operations. Actual operational and financial
results may differ from the Company's expectations contained in the forward
looking statements as a result of various factors, many of which are beyond
the control of the Company. These factors include competition from competitors
with substantially greater resources than the Company, changes in the
political or economic conditions of the countries in which the Company
operates, changes in Dutch or other applicable tax legislation or similar laws
or regulations and fluctuations of currencies against the Dutch guilder. For a
discussion of these and other factors which may have a material impact upon
Benckiser's financial conditions, results of operation and liquidity, see Item
1 "Description of Business -- Certain Factors Which May Affect The Business"
and Item 9 "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

ITEM 1. DESCRIPTION OF BUSINESS

REORGANIZATION OF THE COMPANY

The Company evolved from Joh. A. Benckiser GmbH and its subsidiaries
(JAB) origins as a producer of specialty chemicals. The Household Products
division of JAB introduced its first product--Calgon, a water softener--in
1956. In the following years, new household cleaning products under brand
names such as Calgonit and Quanto were introduced in countries throughout
Europe. In the 1980s, JAB sought to establish itself as an industry leader in
household detergents and cleaning agents and to divest itself of other
industrial interests. Over 10

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years beginning in 1982, the Household Products division grew rapidly, as JAB
acquired 18 companies in 11 countries throughout key worldwide markets,
including the 1985 acquisition of St. Marc in France and the 1987 acquisition
of Ecolab's worldwide consumer business. In 1988, JAB bought Mira Lanza Spa
and Panigal Spa in Italy; in 1989, JAB bought S.A. Camp in Spain. Beginning in
1990, JAB also made several acquisitions in the cosmetics business. Over the
same period, JAB divested itself of substantially all of its non-household
cleaning product and non-cosmetics businesses. Upon consolidation of its core
businesses in household cleaning product and cosmetics industries, JAB began
focusing on the organic growth of its core product categories and regional
expansion into emerging markets through the application of its accumulated
experience and the use of its established operational platform. Within this
decade the Household Products division entered the emerging markets of Eastern
Europe and China through acquisitions (as in Poland), a majority-held joint
venture (in China) and newly built operations (as in the Czech and Slovak
Republics, Russia and Hungary, among others).

In 1996, the Board of Directors of JAB approved a plan to divide its
business into a separate household cleaning products subsidiary, the Company,
and a separate cosmetics subsidiary, Coty Inc. ("Coty"), in an effort to
improve the profitability of each of those businesses by making them more
streamlined and focused. As part of the reorganization, JAB and JAB
Investments B.V., an affiliated company of JAB, transferred all of their
operating companies that engage in the household cleaning products business to
the Company. In exchange for this transfer of operating companies, the Company
conveyed 13,655,000 Class A Common Shares and 38,345,000 Class B Common Shares
to JAB Investments B.V.

The change in organization (the "Reorganization") effected a transfer of
the worldwide household cleaning products operations of JAB and its
subsidiaries to the Company. In connection with the Reorganization, the
Company's corporate headquarters were moved to Amsterdam, the Netherlands from
Ludwigshafen, Germany in July 1997.

On November 24, 1997 the Company completed an initial public offering of
Class B Common Shares. The Class B Common Shares were listed on the New York
Stock Exchange (the "NYSE") under the symbol "BNV" and the Official Market of
AEX-Effectenbeurs N.V. (the "Amsterdam Stock Exchange") under the symbol "BNV"
at that time. As of December 31, 1998 JAB has ownership, directly or
indirectly, of 100% of the Company's Class A Common Shares and 43.8 % of the
Company's Class B Common Shares. See Item 1 "Description of Business--Certain
Factors Which May Affect The Business--Control by JAB".

The Company's Consolidated Financial Statements reflect the effects of
the Reorganization. The Consolidated Financial Statements and the selected
financial data for each year up to through June 30, 1997, have been presented
as if the Company had existed for all periods presented with the same net debt
structure as was actually created as at June 30, 1997 and reflect the costs of
conducting the business of the Company on a stand-alone basis. The
Consolidated Financial Statements have been presented as if in each year
presented up to through June 30, 1997 the Company distributed to JAB amounts
necessary to keep net indebtedness constant throughout the periods, which may
result in changes in equity that could be higher than the distribution of the
respective year's net income (as shown in the Consolidated Financial
Statements) adjusted for, among other things, foreign currency translations.
The Consolidated Financial Statements for each year presented up to June 30,
1997 also reflect: (i) JAB's sale or contribution of subsidiaries and
trademarks as well as the pushdown of corporate headquarter expenses, (ii)
debt resulting from the Reorganization, (iii) interest expenses on that debt
as well as any interest income earned on financial investments applicable for
such years, both at the Company's average actual interest rates, and (iv)
taxation as if the Company existed as a separate corporate Dutch taxpayer. See
Note 1 of the Notes to the Consolidated Financial Statements included in Item
18.
BUSINESS

The Company is one of the world's leading manufacturers and marketers of
household detergents and cleaning agents. The Company operates on an
international basis, selling a wide variety of branded products in over 45
countries. Approximately three quarters of the Company's 1998 net revenues in
the Company's four principal

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product categories were generated by products that were either market leaders
or ranked second in their markets. The Company's four principal product
categories fall into one of two different classes--premium (which consists of
dishwashing products, laundry additives and home cleaning products) and value
(which consists primarily of laundry detergents products). The Company had net
revenues of approximately NLG 3.9 billion ($ 2.0 billion) in 1998, of which
approximately 69 % was generated from premium product categories
(approximately 33 % from dishwashing products, approximately 27 % from laundry
additives and approximately 9 % from home cleaning products) and approximately
24 % was generated from laundry detergents products. In 1998, approximately 67
% of the Company's net revenues and 103 % of the Company's operating income,
was generated in Western Europe, 15 % and 0 %, respectively, in North America,
and 18 % and 1 %, respectively, in the rest of the world. The largest
countries by net revenues in Western Europe are, in order of magnitude, Italy,
Spain, Germany, France and the United Kingdom, which, on a combined basis,
represented approximately 85 % of the Company's net revenues in Western Europe
in 1998.

The Company operates 19 manufacturing facilities in 15 countries on four
continents: Europe, North America, Australia and Asia. The Company sells its
products in over 45 countries worldwide almost exclusively through its own
sales force, which constituted 1,138 of the Company's 5,487 employees as of
December 31, 1998. The Company distributes its products primarily to
mass-market retailers. The Company's principal mass-market retailers include
hypermarkets, supermarkets, independent drug stores, chain drug stores and
combination supermarket/drugstores, such as Promodes, Carrefour, Metro, Rewe
and Tesco in Western Europe and Wal-Mart and Kroger in North America.

The Company's net revenues increased from NLG 3.0 billion in 1996 to NLG
3.9 billion in 1998, while its net earnings increased from NLG 164.9 million
to NLG 239.7 million. The Company's improved performance can be attributed to
its focus on (i) establishing leading positions in growing, premium niche
product categories, (ii) expanding market share in these growing categories
through technological innovations, and (iii) entering new geographies.

The household cleaning products industry includes laundry detergents
products, laundry additives, dishwashing products and home cleaners. Household
cleaning products can be characterized as premium or value products.

Premium products are those which are among the price leaders in their
product category and typically feature relatively high margins. Premium
products typically require significant technological support, through
continuous product innovations, and marketing support in order to increase and
maintain market share. Premium products are frequently offered by the Company
in niche categories, which are generally smaller and more specialized than
mass market categories.

Value products consist of products that provide good quality at a lower
price. Specifically, the Company defines value products in the laundry
detergents category as those products priced at a 15% or more discount to the
price leader in a given market. Value products also require significant
marketing support, but are not innovation products. Rather, the success of
value products depends on providing good quality (utilizing current
technology) at a low price.

Strategy

The Company is focused on the continued development, profitability and
growth of its household cleaning products business worldwide. The Company
intends to accomplish these goals by (i) narrowly focusing on household
cleaning products; (ii) building on our leading positions in our core
categories and consistently working on strengthening these positions; (iii)
striving for profitable growth by focusing on our high growth premium niche
categories, developing innovative products and expanding into new markets;
(iv) continuously looking to optimize our supply chain to enhance our margins;
(v) maintaining and strengthening our critical advantage - our people, our
unique values, and our incentive systems; and (vi) participating pro-actively
in long-term industry consolidation.

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Products

For a description of the Company's products, see pages 12 to 17 of the
1998 Annual Report to Shareholders incorporated herein by reference.

Raw Materials

The principal raw materials used in the manufacture of the Company's
products are phosphates, perborates, surfactants, sodium carbonates, zeolites,
sulphates, enzymes, fragrances and silicates. The Company also purchases
packaging materials such as bottles, folding boxes, outer cases and plastic
foil from various suppliers. The Company employs a two level purchasing
structure. At the corporate level, the purchasing department seeks economies
of scale and regular sourcing by negotiating group contracts for strategic raw
materials. The Company also maintains a local purchasing function in order to
take advantage of opportunities to purchase low price raw materials as they
arise. The Company believes that an adequate supply of raw materials and
packaging materials is generally available and does not believe that the loss
of any one supplier would have a material adverse effect on the business or
results of operations of the Company.

In general, the Company's philosophy is to purchase its raw materials
from a variety of outside suppliers. The Company does purchase certain raw
materials from single suppliers, including certain raw materials that are made
to the Company's specifications. In case of a disruption in the supply of any
of these raw materials, the Company believes that it could switch to another
supplier or use a substitute raw material. The Company does not anticipate
that a disruption in the supply of these raw materials would have an adverse
impact on the business or results of operations of the Company.

The raw materials with the most significant impact on the Company's costs
are phosphates, perborates, fragrances, surfactants, enzymes and zeolites.
Fluctuations in the prices of these raw materials can occur as a result of
fluctuations in the competitive market, a concentration of supply,
fluctuations in the availability of basic materials and currency fluctuations.
Packaging materials also have a significant impact on the Company's costs. The
Company believes that in the long term it can generally reflect increases in
the prices of its raw materials and packaging materials in its price to
consumers without suffering a material adverse effect on its business or
results of operations. Rapid changes in raw material or packaging material
prices, however, have in the past and may in the future adversely affect the
results of operations of the Company in the short term.

Manufacturing

The Company's manufacturing facilities include 19 plants in 15 countries
on four continents: Europe, North America, Australia and Asia. Principal plant
facilities are located in Spain, Italy, Germany, Poland, the United States and
China. These plants are primarily engaged in the production of ADW products,
water softeners, laundry detergents, fabric softeners and fatty acids. Fabric
treatment products are produced in Italy, Spain, Poland and Turkey. Production
facilities focusing on household cleaning products are located in France,
Australia, Poland and Turkey. The Company contracts with outside manufacturers
for the production of a limited number of its products, such as Electrasol
powders and gels in the United States.

The Company has a mix of centralized and local production facilities. The
Company's capital intensive products are produced at its larger factories
where the technology for such production is available. These factories are
located in Germany, Spain, Italy, Poland, the United States and China, all of
which are central to relevant markets for ease of distribution. The Company's
less capital intensive products, such as liquids, are produced in local
factories located in the Company's main markets for such products. The Company
believes that its mix of local and centralized manufacturing facilities allows
the Company to focus on local requirements while being cost efficient in both
its manufacturing and distribution.

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The Company believes its manufacturing facilities are adequate to meet
current demand. For most products, the Company has several manufacturing
locations and, in case of any production problems at one factory, production
could be switched to another factory. With the exception of tablets and
laundry detergent powders, the Company also believes that it could make
arrangements with contract manufacturers for the production of most of its
products in order to ensure a ready supply of such products in case of a
problem with production capacity at its current facilities.

Distribution and Sales

The Company distributes its products in over 45 countries. The Company's
goal is to achieve a maximum weighted distribution for each of its product
categories by focusing its sales efforts on mass-market retailers worldwide,
almost exclusively through its own sales force. The Company's principal
mass-market retailers include hypermarkets, supermarkets, independent drug
stores, chain drug stores and combination supermarket/drugstores, such as
Promodes, Carrefour, Metro, Rewe and Tesco in Western Europe and Wal-Mart and
Kroger in North America. In 1998, no one retailer accounted for more than 5%
of the Company's net revenues. The Company's sales philosophy is to manage all
key retail accounts directly through its own sales force, thereby fostering a
close partnership. In countries such as the United States, Spain and Germany,
the Company also hires merchandisers to stock outlets.

The Company also distributes some of its products under the private
labels of certain customers. Private label sales are managed and sold from a
separate marketing and sales organization, Propack Europe.

At December 31, 1998, the Company employed 1,138 people in its sales
force worldwide. The Company maintains a sales force in each location where
its products are sold with the exception of Israel, Canada, Scandinavia,
Turkey and certain countries in the Middle East and Africa.

Distribution of the Company's products is largely decentralized. The
Company maintains one central warehouse in each country in which the Company
has an affiliate for the sale of its products, from which the Company ships
products throughout that country. In a few large countries the Company also
uses regional warehouses. Outside carriers are used to transport products. The
Company employs state of the art systems to help track and reduce distribution
costs.

In the future, the Company expects a further concentration and possible
international expansion of the retail trade. The Company continues to develop
international systems and guidelines to be used throughout the Company's
organization.

Company Organization

The Company's management structure is decentralized with profit
responsibility residing with individual country units. The Company employs a
matrix system of management pursuant to which it divides management of the
Company's operations by both geographic region and by product category. In
each country in which it operates, the Company's operations are organized as
separate entities, each of which is responsible for the marketing, sales,
distribution and, if applicable, production aspects of the business in that
country. The Company's operations are also managed based on product category.
Each product category is overseen by a category director who is responsible
for coordination of the Company's marketing, research and development, sales
and distribution of the products in the particular product category, across
all of the countries in which such products are sold. The category directors
work closely with each other and with the country managers in an effort to
ensure the quality, consistency and efficiency of the Company's manufacturing,
marketing, research and development and distribution process worldwide. The
Company's manufacturing operations are overseen by a team of operations
managers, led by the Executive Vice President, Operations, who coordinates
overall production operations and manages the Company's manufacturing
capacity.

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Marketing

The Company applies a significant portion of its revenues to the
advertising of its products. In 1996, 1997 and 1998 the Company spent
approximately NLG 236.8 million, NLG 352.2 million and NLG 393.3 million
respectively, on advertising. As a percentage of net revenues, amounts spent
on advertising represented 8 % in 1996, 10 % in 1997 and 10 % in 1998. As a
percentage of net revenues, excluding revenues attributable to private label
brands and fatty acids which are not advertised, amounts spent on advertising
represented 9 % in 1996, 11 % in 1997 and 12 % in 1998. The Company believes
that such expenditures are necessary to maintain and increase market share in
an industry highly dependent on product image and quality. Furthermore, the
Company believes that advertising creates the consumer brand awareness and
loyalty that is required to support existing brand franchises and to introduce
new products.

The Company's main advertising medium is television, the broad reach of
which makes it the medium most capable of effectively delivering the Company's
messages to consumers. The Company creates international marketing concepts
for most of its products. The Company has selected a group of local
advertising partners through whom the Company customizes its international
advertising concepts for local markets.

The Company also uses coupons, samples and other promotional items as
additional marketing support whenever it has been shown, in the Company's
experience, to create value. Regular product and product packaging
improvements also form part of the Company's marketing strategy. To support
its marketing activities, the Company works with third parties to obtain
regular marketing studies on brand performance and consumer perception. The
Company also cooperates with producers of "white goods" and tableware
manufacturers through product recommendations, provision of samples and
development of joint research and marketing plans, all of which improve the
Company's ability to develop and position its products.

Along with marketing directly to consumers, the Company engages in
marketing programs, such as discount programs, focused on the retail trade,
which the Company believes results in favourable shelf positioning and space
for its products as well as store promotion of its products. The Company works
closely with the retail trade and is often invited by the retail trade to make
proposals for the in-store management of an entire product category. In these
circumstances, the Company suggests the various products and price ranges that
should be carried by a given retailer, the placement of products and the store
promotions that should be instituted in order for the retailer to optimize its
revenues and earnings structure.

The Company's marketing expenditures are not impacted significantly by
seasonality.

Research and Development

The Company's research and development ("R&D") operations focus on
product application; basic research is contracted to research laboratories or
suppliers. The Company's R&D philosophy is "globally local." Pursuant to this
philosophy, the Company develops new international products and marketing
concepts which it can then introduce into its markets worldwide, with
appropriate local adaptations. The "globally local" philosophy allows the
Company to spread the R&D and advertising costs associated with the creation
and marketing of an international product over the broader collection of local
products.

The Company has two main R&D centers, one in Italy and one in Germany,
which focus on the development of international products, processes and
technology. These international products are then customized according to
local consumer needs. The R&D division of the Company is currently being
reorganized. The Company expects the reorganization to result in increased
effectiveness in product development and an increased number of personnel
involved in such development.

In addition to the two main R&D centers, the Company has six satellite
centers, one in the United States, one in China and four in Europe.
Approximately 150 employees conduct in-house research and development. The

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Company's R&D expenditures totaled approximately NLG 21.6 million, NLG 25.1
million and NLG 27.7 million for 1996, 1997 and 1998 respectively, and are
expected to total approximately NLG 34.5 million for 1999. The Company's R&D
expenditures were approximately 0.7% of overall net revenues for each of the
last three years. Approximately 65% of the R&D budget is spent on human
resources and 35% on equipment and other expenses.

The Company uses modern consumer research tools in its development of new
products. The Company relies on industry and other sources, various attitude
and usage studies prepared by independent marketing firms (including Nielsen)
on behalf of the Company, and direct sales information from its largest
customers to identify consumer needs and anticipate shifts in consumer
preferences, allowing the company to develop line extensions and new products
to meet changing demands.

A dedicated group of ten managers within the R&D division work closely
with the "white goods" and tableware industries to facilitate the development
of new products. The white goods industry consists of manufacturers of
appliances, such as automatic dishwashing machines and washing machines.

The Company has developed strong ties with leading white goods and
tableware manufacturers on a worldwide basis and cooperates with such
manufacturers in product recommendation and sampling, the exchange of
technology and marketing information, development of joint consumer research
projects, training programs and strategic planning.

Competition

The Company competes primarily on the basis of brand equity, brand
advertising, product performance, and product quality at competitive retail
price points. The household cleaning products industry is characterized by
intense competition throughout the world.

Trademarks, Patents and Licensing Arrangements

All of the Company's brand name products are protected by national or
international registered trademarks in the markets in which they are sold. The
Company or its operating subsidiaries own most of the trademarks that they
use. Where the Company or its operating subsidiaries do not have outright
ownership of their trademarks, they have rights to such trademarks through
licensing agreements that are exclusive in nature, with certain limited
exceptions. The Company's major trademarks, owned or licensed, include the
brand names Calgonit, Finish, Electrasol, Jet Dry, Calgon, Vanish, Cillit and
Dosia. See Item 4 "Control of Registrant--Relationship with JAB and JAB
Investments B.V." for a discussion of license agreements with respect to
certain key trademarks used by the Company.

The Company maintains patents for the protection of significant product
formulation and processing methods. The primary patents relate to ADW tablets
(for the Calgonit, Finish and Electrasol brands), water softener tablets (for
the Calgon brand), formulations for hard surface cleaners (for the Cillit
brand) and dishwashing detergents. The Company's trademarks, patents and
licenses are critical to the Company's business and the Company aggressively
monitors and pursues any apparent infringements.

Consumer Safety and Environment

The Company's operations and products are subject to numerous laws and
regulations designed to protect consumer safety, health and the environment in
the countries in which the Company operates. The scope and stringency of such
laws vary according to the jurisdiction concerned.

The environmental laws and regulations to which the Company is subject
include, among other things, those relating to air emissions, wastewater
discharges, the use, handling, transportation and disposal of hazardous
materials, the investigation and remediation of soil and groundwater
contamination and employee health and safety.

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Violators of environmental laws may be subject to civil or criminal penalties,
impositions of surcharges, injunctions and third party lawsuits to enforce
compliance and may be required to install pollution control equipment or other
facility improvements or curtail operations. The Company's operations in the
United States are subject to certain environmental remediation laws, such as
the U.S. federal "Superfund" law, which can impose joint and several liability
for site clean-up, regardless of fault, upon certain statutory categories of
parties, including companies that sent wastes offsite for disposal and current
owners and operators of property.

The Company's anticipated environmental compliance and related capital
expenditures for 1999 and 2000 are approximately NLG 12 million and NLG 13
million, respectively. In many jurisdictions, environmental requirements may
become more stringent in the future or may be enforced more strictly, which
could affect the Company's ability to obtain or maintain necessary
authorizations and approvals or result in increased environmental compliance
costs. While management does not believe that environmental compliance or
remedial requirements are likely to have a material adverse effect on the
Company, there can be no assurance that future environmental compliance or
remedial obligations will not arise in connection with the Company's
operations and that such obligations could not have a material adverse effect
on the Company's business, financial condition or results of operations.
Employees

As of December 31, 1998 the Company employed 5,487 employees worldwide,
of whom 2,809 were employed in Western Europe, 423 in North America and 2,255
in the rest of the world. Of the total number of employees, 747 are
administrative employees, 1,138 are in sales, 2,935 are in manufacturing, 233
are in distribution, 282 are in marketing and 152 are in research and
development. Of its 5,487 employees, 238 employees are hired on a temporary
basis.

In accordance with Western European practices, most of the Company's
Western European factory workers belong to chemical industry unions while the
Company is a part of local chemical industry employer organizations.
Generally, in Western European companies affiliated with an employer's
organization and consequently party to collective bargaining agreements, wages
and general working conditions are initially negotiated in collective
bargaining at the national level between the central employees' association
and the central labor union associations within each branch of industry;
thereafter, depending on local rules and regulation, each employer and its
labor union associations may negotiate within the limits set out in the
national agreements. At its manufacturing facility in the United States, the
Company's factory workers are represented by the Oil, Chemical and Atomic
Workers International Union. The Company has entered into a collective
bargaining agreement with its factory workers in the United States which
agreement expires in 2001. The Company believes its relationship with its
employees is satisfactory. The Company has not encountered a strike or
material work stoppage in any country in which it has a significant number of
employees.

CERTAIN FACTORS WHICH MAY AFFECT THE BUSINESS

Competition

The household cleaning products industry is characterized by intense
competition throughout the world. The Company competes with numerous,
well-established local, regional, national and international companies, some
of which are very large and aggressively establish and defend their products,
market shares and brands. The principal competitors of the Company include
large, international consumer products companies such as Procter & Gamble,
Unilever, Colgate Palmolive, Reckitt & Colman and Clorox, as well as small
local competitors. A number of such existing and potential competitors have
substantially greater resources than the Company. To reduce the impact of
competitive pressures, the Company seeks to operate in sections of the market,
such as premium niche cleaning products, which are not the primary focus of
certain other major international household cleaning manufacturers;

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however, such companies have challenged and may continue to challenge the
Company in the future. Such future competition may have a significant impact
on the Company's future sales volumes and margins.

Most of the Company's products compete with other nationally advertised
brands and with private label brands and generic non-branded products of
retail chains and wholesale cooperatives. Competition is particularly intense
in laundry detergents in Western Europe, which is the most important region
for the Company in this product category. In addition, in certain markets
competition for the Company's products from private label brands has
increased, and this trend is expected to continue. Generally, the nature of
competition is such that price increases are difficult to sustain in what is
typically a volume-driven business.

The Company's ability to compete effectively, particularly in markets
where the Company sells premium products, depends to a significant degree on
its ability to introduce new products (whether improved or newly developed).
Such introductions usually require substantial expenditures for advertising
and sales promotion. Failure to introduce new products and gain acceptance
thereof may significantly impact the Company's results of operations.

The Company has encountered in the past, and is likely to encounter in
the future, competitive challenges to its leadership position in certain
markets. Defense of such positions has normally required significant marketing
expenditure and promotional activity. Defense of future challenges and any
loss of market leadership position could have a material adverse effect on the
Company's business and results of operations.

Operations in Emerging and Other Foreign Markets

The Company operates on an international basis, with operations currently
in approximately 25 countries and sales in over 45 countries. Risks inherent
in foreign operations include changes in social, political and economic
conditions. Furthermore, the Company is pursuing a strategy of expansion into
potentially high growth emerging markets, primarily in Eastern Europe and
Asia. Such efforts generally entail significant start-up costs associated with
establishing brand equity, sales and finance organizations and manufacturing
operations. Operations in emerging markets expose the Company to certain
additional risks, including product price volatility, tax liabilities,
government regulations, partner and distributor relationships, political
instability, local economic conditions (including high and generally
unpredictable levels of inflation) and local labor conditions.

Governments in certain emerging markets have exercised and continue to
exercise substantial influence over many aspects of their economies. Such
governments have, in certain circumstances, imposed various policies designed
to manage their economies which have affected the Company's operations. In
certain circumstances, government-imposed quotas and import tariffs have
significantly limited the ability of the Company to export certain of its
products into those countries and have led to establishment of manufacturing
operations in certain of those countries. Future Government actions could have
a significant effect on economic conditions and the demand for the Company's
products in emerging markets. Variations in economic conditions could
influence the demand and prices received for the Company's products and,
accordingly, the results from its operations in those markets.

Exposure to Currency Fluctuations

Currency fluctuations have in the past had, and may in the future have, a
significant effect on the Company's consolidated financial statements. The
Company's consolidated financial statements, which are presented in Dutch
guilders, are impacted primarily by translation risk, the risk that the
consolidated financial statements of the Company for a particular period or as
of a certain date are affected by changes in the prevailing exchange rates of
the various currencies in which its assets and liabilities are denominated
against the Dutch guilder. Generally, a weakening of the Dutch guilder against
other currencies has tended to affect reported operating results positively,
and a strengthening of the Dutch guilder against other currencies has tended
to affect reported operating results negatively. Even though fluctuations of
currencies against the Dutch guilder can be substantial and therefore
significantly impact comparisons with prior periods, translation impact is a
reporting consideration at the

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consolidated level and does not affect the underlying results of operations of
the Company's operating subsidiaries. The Company does hedge against certain
intercompany financial exposure from time to time. See Item 9 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Currency Fluctuations" for a discussion of the Company's hedging
policies and practices.

Euro

On January 1, 1999, The Netherlands together with certain other member
countries of the European Union adopted the Euro ("EUR") as their new common
currency. The Dutch guilder will also remain as legal tender for a transition
period of three years until January 1, 2002. During this period the Euro will
not be usable for cash payments, but can be used for non-cash electronic money
transfers between the Company and its business partners. During 1998, the
Company commenced a process to identify areas in its information systems that
need to be modified in order to handle the Euro adequately. As of December 31,
1998, the Company had upgraded its systems to be capable of handling business
transactions denominated in Euros. Furthermore, the Company is investigating
the potential impact on product pricing, human resources (i.e. payroll,
pensions), contracts and other legal matters. Although the Company does not
expect that the introduction of the Euro will have a material adverse effect
on the Company's results of operations, cash flow or financial condition it
will continue to monitor closely developments with respect to the introduction
of the Euro.

The internal reporting currency for the Company, will remain the Dutch
guilder equivalent of the Euro for 1999. For external reporting purposes, the
Company will translate the Dutch guilder amounts into Euros using the fixed
exchange rate of EUR 1.00 to NLG 2.20371 starting from 1999. For its annual
report 1998 the Company has provided convenience translations into Euros.

Lack of Operating History as a Stand-Alone Company

Although the Company has been a major participant in the household
cleaning products industry since 1982, the Company has not operated as a
stand-alone or public company prior to the initial public offering of the
Company on November 24, 1997 (the "Offering"). Since 1990, JAB, has also
participated in the cosmetics industry through its wholly-owned subsidiary,
Coty. The Company's historical financial data, therefore, reflect periods
during which the Company did not operate as an independent company and certain
allocations were made between the two primary operations of JAB in preparing
such financial data.

Control by JAB

As of December 31, 1998, JAB owns, directly or indirectly, 100% of the
outstanding ClassA Common Shares of the Company (which ClassA Common Shares
are entitled to four votes per share on any matter submitted to a vote of the
Company's General Meeting of Shareholders) and 43.8 % of the Company's
outstanding Class B Common Shares (Class B Common Shares are entitled to one
vote per share), which together will represent approximately 76.6 % of the
combined voting power of all classes of the Company's voting stock. Although
JAB intends to utilize its voting power to elect a majority of independent
members of the Supervisory Board of the Company and no member of the
Management Board can be a member of the Supervisory Board under Dutch law, the
Articles of Association of the Company do not restrict JAB's rights as a
shareholder of the Company to nominate and elect a full Supervisory Board of
its choosing or to vote for or against any nominees. As a result, JAB will
have the power to determine all matters submitted to a vote of the Company's
General Meeting of Shareholders without the consent of the Company's other
shareholders, will have the power to prevent a change of control of the
Company and could take other actions that might be favourable to JAB at the
expense of minority shareholders. Control by JAB may discourage certain types
of transactions involving an actual or potential change of control of the
Company, including transactions in which the holders of Class B Common Shares
might receive a premium for their shares over prevailing market prices. JAB
has advised the Company that its current intention is to continue to hold all
of the ClassA Common Shares owned by it. Except as disclosed herein, the
Company does not intend to enter into transactions with JAB or affiliates
thereof. If the Company enters into additional transactions

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with JAB or affiliates thereof in the future, they are expected to be on an
arm's length basis and subject to evaluation and approval by members of the
Supervisory Board who are unrelated to the Selling Shareholder or JAB,
pursuant to the Company's internal governance rules. See Item 4 "Control of
Registrant."

Environmental Considerations

The Company's operations are subject to stringent environmental laws and
regulations in most of the jurisdictions in which it operates, governing,
among other things, emissions into the air, discharges into waters, the use,
handling, transportation and disposal of hazardous substances, the
investigation and remediation of soil and groundwater contamination and
employee health and safety. A risk of environmental liability is inherent in
the current and past commercial activities of the Company. As a result, the
Company will incur environmental expenditures and capital costs, on an ongoing
basis, associated with environmental regulatory compliance and clean-up
requirements in its manufacturing operations.

The future costs of complying with environmental laws and containing or
remediating contamination cannot be predicted with certainty and there can be
no assurance that material liabilities or costs related to environmental
matters will not be incurred in the future or that such environmental
liabilities or costs would not have a material adverse effect on the Company's
business, financial condition or results of operations. See "--Business--
Consumer Safety and Environment."

Dependence on Subsidiaries

As a holding company, the Company is dependent upon dividends, repayment
of amounts receivable and interest and license income from its subsidiaries
for cash to meet its operating expenses and to pay dividends to its
shareholders.

ITEM 2. DESCRIPTION OF PROPERTY

The Company moved its headquarters from Ludwigshafen, Germany to
Amsterdam in the Netherlands in July 1997. The relocation of the Company's
headquarters was undertaken in connection with the establishment of the
Company as a separate entity from JAB. The Company's Amsterdam headquarters
occupies approximately 28,000 square feet of a building.

The following table sets forth the Company's principal owned and leased
manufacturing, distribution and research facilities as of the date of this
Annual Report on form 20-F. The leases expire at various times through
December 1, 2010, subject to certain renewal options.

[Enlarge/Download Table]
Square Owned/
Location Use Footage Leased
-------- --- ------- ------

Epernon, France Manufacturing 90,700 owned
Ladenburg, Germany Manufacturing 161,550 owned
Warehouse 120,000 leased
Mira, Italy Manufacturing and Research and Development 870,000 owned
Warehouse 433,460 leased
Calderara, Italy Manufacturing 66,700 owned
Granollers, Spain Manufacturing 436,000 owned
Lluisa de Val, Spain Warehouse 108,840 owned
Nowy Dwor, Poland Manufacturing 269,510 owned
Lasky, Poland Warehouse 89,000 leased
Jingshasi, China Manufacturing 490,270 owned(1)

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Rockwood, United States Manufacturing 105,005 owned
Warehouse 111,400 owned
Klin, Russia Manufacturing 41,000 owned
Warehouse 40,000 owned

-------------------
(1) This facility is owned by the Company's 60%-owned joint venture.

The Company also occupies numerous offices, assembly and distribution
facilities and warehouses in Europe, North America, Australia, Poland, and
China. The Company considers its properties to be generally in good condition
and believes that its facilities are adequate for its operations and provide
sufficient capacity to meet its anticipated requirements.

ITEM 3. LEGAL PROCEEDINGS

Reference is made to Note 17 "Legal Proceedings" to the Consolidated
Financial Statements included in Item 18.

ITEM 4. CONTROL OF REGISTRANT

Reference is made to page 81 of the 1998 Annual Report to Shareholders
incorporated herein by reference.

Although none of these arrangements were the result of arm's-length
negotiations, the Company believes that such arrangements were made on terms
no less favorable to the Company than would have been received from
unaffiliated third parties.

Registration Rights Agreement

The Company, JAB Investments B.V. and JAB entered into a registration
rights agreement (the "Registration Rights Agreement") effective as of
November 24, 1997 which provides that, from time to time, at the request of
JAB or JAB Investments B.V., the Company will use its best efforts to effect
registration under the applicable federal and state securities laws of the
Common Shares held by JAB or JAB Investments B.V. for sale in accordance with
certain specified methods described in the Registration Rights Agreement, and
will take such other action necessary to permit the sale thereof in the United
States and in the Netherlands, subject to certain limitations specified in the
Registration Rights Agreement. The requesting party shall bear the expense of
registration. JAB and JAB Investments B.V. will also have the right, which
they may exercise from time to time, to include the Common Shares (and any
other securities issued in respect of or in exchange for such shares) held by
them in certain other registrations of Common Shares initiated by the Company.
The requesting party shall bear the expense of such registrations or proposed
registrations.

Related Party Transactions

With respect to the factoring of certain third party receivables with an
affiliate of JAB reference is made to Note 3 "Accounts Receivable" to the
Consolidated Financial Statements included in Item 18. With respect to certain
agreements with JAB and or affiliates of JAB including transitional services
agreement, tax sharing agreement and license agreement reference is made to
Note 12 "Related Party Transactions" to the Consolidated Financial Statements
included in Item 18.

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Leases

The Company leases office space, equipment and office services in
Ludwigshafen, Germany from JAB. Obligations under this lease are less than NLG
1.0 million per year.

ITEM 5. NATURE OF TRADING MARKET

General

Prior to November 24, 1997, there was no public market for the Class B
Common Shares. As of November 24, 1997, the Company's Class B Common Shares
were listed on the New York Stock Exchange under the symbol "BNV" and on the
Amsterdam Stock Exchange under the symbol "BNV".

Share Certificates and Transfer

Class B Common Shares are issuable in bearer or registered form, as the
holder may elect, except that New York Shares may only be issued in registered
form. Class B Common Shares registered in the Netherlands are in book-entry
form ("Amsterdam Register"). Bearer Shares are represented by certificates
printed in the Dutch language with a dividend sheet attached
("CF-certificates"). CF-certificates must remain deposited with an authorized
custodian and may only be transferred through the book-entry transfer system
maintained by NECIGEF. New York Shares are registered with the New York
Transfer Agent and Registrar, and are represented by certificates printed in
the English language in such denominations as the Management Board of the
Company shall determine. Application has been made for the listing of the New
York Shares on the New York Stock Exchange. Only New York Shares may be traded
on the New York Stock Exchange. Application has been made to list all of the
Class B Common Shares outstanding following the Offering on the Amsterdam
Stock Exchange. Only Bearer Shares are traded on the Amsterdam Stock Exchange.

Class B Common Shares booked in the Amsterdam Register may be converted
into Bearer Shares or into New York Shares. Upon surrender of Bearer Shares at
the principal office of the Dutch Transfer and Paying Agent, accompanied by a
request that such Bearer Shares be exchanged for New York Shares, the Dutch
Transfer and Paying Agent will instruct the New York Transfer Agent and
Registrar to issue New York Shares and to deliver the corresponding
certificates. Similarly, on presentation to the New York Transfer Agent and
Registrar of New York Shares for cancellation and accompanied by the
appropriate request, the New York Transfer Agent and Registrar will instruct
the Dutch Transfer and Paying Agent in the Netherlands to issue and deliver
Bearer Shares for the same number of Class B Common Shares.

Bearer Shares and New York Shares may upon cancellation also be exchanged
into Class B Common Shares of the Amsterdam Register. Certificates for New
York Shares may be exchanged at the office of the New York Transfer Agent and
Registrar for certificates of other authorized denominations.

A fee of up to $5.00 per 100 shares or portion thereof will be charged to
shareholders by the New York Transfer Agent and Registrar for the exchange of
New York Shares for Bearer Shares or for Class B Common Shares at the
Amsterdam Register.

Bearer Shares have been accepted for clearance through Cedel and
Euroclear under reference number NL0000339331.

Amsterdam Stock Exchange

Trading on the floor of the Amsterdam Stock Exchange commences each
business day at 9:30 a.m. and continues until 4:30 p.m. (Amsterdam time).
Opening prices in major securities listed on the Amsterdam Stock Exchange are
fixed by the relevant hoekman, an admitted institution of Amsterdam Exchanges
nv with the function

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of hoekman on the Amsterdam Stock Exchange and designated by the Amsterdam
Exchanges nv to act as a specialist for the relevant securities. All trades
are reported immediately by the hoekman to the Amsterdam Stock Exchange, are
shown on the Amsterdam Stock Exchange's screen and are disseminated worldwide
by trading data vendors. Trading by telephone outside the Amsterdam Stock
Exchange may take place between two Amsterdam Stock Exchange admitted
institutions, between an Amsterdam Stock Exchange admitted institution and an
investor, or between an Amsterdam Stock Exchange admitted institution and a
foreign intermediary. Most equity trades are, however, carried out through the
Amsterdam Stock Exchange.

Amsterdam Exchanges N.V. publishes a daily official price list containing
a summary of the total volume of all trading and prices per share during the
trading day. Amsterdam Exchanges nv also publishes weekly and monthly
summaries of the total volume of all retail trades, wholesale trades and
megatrades.

As of January 1, 1999 the Amsterdam Stock Exchange will only publish
daily official price list in Euro. Comparative prices prior to December 31,
1998 will be published and converted at the fixed exchange rate determined by
the European Central Bank on December 31, 1998of EUR 1.00 = NLG 2.20371.

The table below sets forth the high and low closing sales prices of Class
B Common Shares on the Amsterdam Exchange and the New York Stock Exchange.

[Enlarge/Download Table]

The Netherlands United States
---------------------------------------------- -------------------
High Low High Low
---------------------------------------------- -------- ---------
In NLG In EUR In NLG In EUR
per share per share per share per share In $ per share
--------- --------- --------- --------- -------------------

Fiscal Year 1997
November 24, 1997-December 31, 1997... 86.50 66.00 42.75 33.52

Fiscal Year 1998
First Quarter 1998.................... 119.90 80.00 55.63 38.00
Second Quarter 1998................... 125.81 108.09 61.88 53.06
Third Quarter 1998.................... 137.20 89.49 67.25 47.31
Fourth Quarter 1998................... 124.00 89.69 64.88 48.75

Fiscal Year 1999
First Quarter 1999.................... 61.80 49.85 71.00 53.50
Second Quarter through April 29, 1999. 54.00 46.45 57.06 50.31

At December 31, 1998 approximately 1,692,852 million Common Shares were
held by approximately 11 shareholders with registered addresses in the United
States. These figures do not include the number of Common Shares held by
shareholders with registered addresses outside the United States in which
United States residents have an interest or the number of any such United
States residents.

ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SHAREHOLDERS

There are no legislative or other legal provisions currently in force in
the Netherlands or arising under the Company's Articles of Association
restricting the rights of non-residents of the Netherlands to hold or vote
Common Shares or restricting dividends to holders of Common Shares not
resident in the Netherlands. Insofar as the law of the Netherlands is
concerned, cash dividends paid in any currency may be transferred from the
Netherlands and converted into any other convertible currency.

Dividends payable by the Company are subject to Dutch withholding tax at
the current rate of 25%. The withholding tax on dividends paid to holders of
Common Shares who are not residents of the Netherlands may be

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reduced by virtue of an applicable income tax convention in effect between the
Netherlands and the country of residence of the recipient of the dividends.
Under the income tax treaty in effect between the Netherlands and the United
States (the "US/NL Income Tax Treaty"), dividends paid by the Company to a
U.S. resident (other than a tax exempt organization or a pension trust) are
generally eligible for a reduction of the 25% Dutch withholding tax to 15%.
Subject to certain conditions and limitations, such withholding tax will
generally be eligible for credit against a U.S. resident's federal income tax
liability. Under the US/NL Income Tax Treaty, dividends received by tax exempt
organizations and exempt pension trusts generally are exempt from Dutch
withholding taxes or such taxes are fully refundable. See Item 7 "Taxation--
Taxation."

ITEM 7. TAXATION

General

The following discussion of the tax consequences of the investment in the
Class B Common Shares is based on the law and practice applicable in the
Netherlands and the United States as currently in effect and is subject to
changes therein, including changes that could have retroactive effect. The
discussion does not purport to describe all tax consequences that may be
relevant to an investor of the Class B Common Shares.

Taxation

This discussion is limited to the tax consequences for an owner of Class
B Common Shares who owns together with his or her partner and close relatives
less than 5% of the issued Class B Common Shares of the Company and does not
own together with his or her partner and close relatives call options that
give a right to acquire 5% or more of the issued Class B Common Shares of the
Company and therefore does not possess a substantial interest in the Company
(a "Shareholder"). As used herein, a "U.S. Holder" is a holder of Class B
Common Shares that is, for United States federal income tax purposes, (i) a
citizen or resident of the United States, (ii) a United States domestic
corporation or (iii) otherwise subject to United States federal income
taxation on a net income basis in respect of Class B Common Shares. The
discussion is for general information only and does not cover all potential
tax aspects connected with an investment in the Shares. Each investor is
therefore advised to consult its own tax lawyer with respect to these aspects.

Withholding Tax

Dividends distributed by the Company are subject to Dutch withholding tax
at 25%. Dividends include but are not limited to dividends in cash or in kind,
constructive dividends, repayment of paid-in capital not recognized for Dutch
tax purposes and liquidation proceeds in excess of recognized average paid-in
capital. Stock dividends are also subject to withholding tax on the par value
of the Shares issued. If such stock dividends are sourced out of the Company's
paid in share premium recognized for Dutch tax purposes, the stock dividends
are exempt from withholding tax.

The Dutch withholding tax may be fully or partly reduced or refunded if a
shareholder is resident in a country other than the Netherlands and a
convention for the avoidance of double taxation is in effect between the
Netherlands and such country, depending on the terms of such convention.

Under the US/NL Income Tax Treaty, Dutch withholding tax on dividends
paid by the Company to a resident of the United States (other than a tax
exempt organization or tax exempt pension trust) generally is reduced from 25%
to 15%.

This reduction is not applicable if the Shares held by such resident are
attributable to an enterprise or part of an enterprise that is, in whole or in
part, carried on by a permanent establishment or a permanent representative in
the Netherlands. Dividends received by tax exempt pension trusts and tax
exempt organizations as defined in the US/NL Income Tax Treaty are completely
exempt from Dutch dividend withholding tax. If the proper forms are

20-F 19th Page of 35 TOC 1st Previous Next ↓Bottom Just 19th
filed before the payment, the reduced dividend withholding rate can be applied
at source upon payment of the dividends, except for tax exempt organizations.
Dividend withholding tax reductions upon dividend payments to a non-individual
shareholder can only be applied when the limitations on benefit provisions of
article 26 of the convention do not prohibit such a reduction.

To the extent paid out of current or accumulated earnings and profits of
the Company as determined in accordance with United States federal income tax
principles, the gross amount of distributions made with respect to Class B
Common Shares (including amounts withheld in respect of Dutch withholding tax)
will generally be includible in the income of a U.S. Holder as ordinary
dividend income on the date such distribution is received by the U.S. Holder.
Subject to certain limitations and restrictions, Dutch withholding taxes will
be treated as foreign taxes eligible for credit against a U.S. Holder's U.S.
federal income tax liability. Dutch withholding tax will likely not be
creditable against the U.S. Holder's United States tax liability, however, to
the extent that the Company is allowed to reduce the amount of dividend
withholding tax paid over to the Netherlands Tax Administration by crediting
withholding tax imposed on certain dividends paid to the Company. Currently
the Company may, with respect to certain dividends received from qualifying
non- Netherlands subsidiaries, credit taxes withheld from those dividends
against the Dutch withholding tax imposed on a dividend paid by the Company,
up to a maximum of the lesser of (i) 3% of the portion of the gross amount of
the dividend paid by the Company that is subject to withholding and (ii) 3% of
the gross amount of the dividends received from qualifying non-Netherlands
subsidiaries. The credit reduces the amount of dividend withholding tax that
the Company is required to pay to the Netherlands Tax Administration but does
not reduce the amount of tax the Company is required to withhold from
dividends. The Company will endeavor to provide the U.S. Holders information
concerning the extent to which it has applied the reduction described above
with respect to dividends paid to U.S. Holders. Dividends generally will
constitute foreign source "passive" or "financial services" income for U.S.
foreign tax credit purposes.

Taxation on Income and Capital Gains

A holder of Class B Common Shares will not be subject to Netherlands
taxation on income from the shares and capital gains realized on the disposal
of the shares (except for the dividend withholding tax described above)
provided that:

1. the holder is neither resident or deemed resident of the
Netherlands; and

2. such holder does not have to attribute the shares to an enterprise
or an interest in an enterprise that is in whole or in part carried on by
a permanent establishment or permanent representative in the Netherlands.

For the purposes of Dutch taxes on income and capital gains an individual
who is not a resident of the Netherlands at the time of payment and who is not
of Dutch nationality generally will not be deemed to be a resident of the
Netherlands, provided such a person will not be a resident of the Netherlands
within a period of twelve months following a period of residency in the
Netherlands, unless the person can prove that he has been resident of another
country. Should a person be considered resident of both the Netherlands and
another country, an applicable convention for the avoidance of double taxation
may give tie-breaker rules for the determination of the country of residence.

Net Wealth Tax

A holder of Class B Common Shares will not be subject to Netherlands net
wealth tax with respect to the Shares provided that he or she:

1. is not an individual; or

2. meets conditions 1 and 2 mentioned under "--Taxation on Income and
Capital Gains" above.

20-F 20th Page of 35 TOC 1st Previous Next ↓Bottom Just 20th
Gift, Inheritance and Estate Tax

An acquisition of Class B Common Shares by way of a gift or at the
occasion of the decease of a holder is not subject to Netherlands gift,
inheritance or estate tax provided that such holder is neither resident or
deemed resident in the Netherlands unless:

1. such holder at the time of the gift has or at the time of his death
had an enterprise or an interest in an enterprise that is or was, in
whole or in part, carried on through a permanent establishment or
permanent representative in the Netherlands and to which enterprise or
part of an enterprise, as the case may be, the shares are or were
attributable; and

2. in the case of a gift of shares by an individual who at the date of
the gift as neither resident nor deemed to be resident in the
Netherlands, such individual dies within 180 days after the date of the
gift while resident or deemed to be resident in the Netherlands.

For the purposes of Netherlands gift, estate and inheritance tax, an
individual of Dutch nationality is deemed to be resident in the Netherlands if
he has resided therein at any time during the ten years preceding the date of
the gift or death. A person not of Dutch nationality will only be deemed to be
resident in the Netherlands if he has been resident therein at any time in the
12 months preceding the time of the gift.

ITEM 8. SELECTED FINANCIAL DATA

Reference is made to page 77 of the 1998 Annual Report to Shareholders
incorporated herein by reference.

Exchange Rate Information

The following table sets forth, for the periods indicated, certain
information concerning the exchange rate between Dutch guilders and U.S.
dollars based on the Noon Buying Rate. Such rates are provided solely for the
convenience of the reader and are not necessarily the exchange rates used by
the Company in the preparation of its Financial Statements included elsewhere
in this Registration Statement. No representation is made that the Dutch
guilders could have been, or could be, converted into U.S. dollars at these
rates or at any other rates.

Dutch Guilders per U.S. Dollar
---------------------------------------
Period-
end Average
Calendar Year Rate Rate(1) High Low
------------- ------- ------- ------ -----

1994........................... 1.74 1.81 1.98 1.67
1995........................... 1.60 1.60 1.75 1.52
1996........................... 1.73 1.69 1.76 1.61
1997........................... 2.03 1.96 2.12 1.73
1998........................... 1.88 1.98 2.09 1.81
1999 (through April 29, 1999).. 2.08 2.02 2.08 1.87
-------------------

(1) The average of the Noon Buying Rates on the last business day of each
full month during the relevant period.

ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The discussion and analysis of the financial condition and results of
operations of the Company should be read in conjunction with the Consolidated
Financial Statements and other financial information contained elsewhere in
this Annual Report on Form 20-F.

20-F 21st Page of 35 TOC 1st Previous Next ↓Bottom Just 21st
Results of Operations

The Company's net revenues and operating income by product category for
the periods indicated are set forth in the following table:

[Enlarge/Download Table]
Year Ended December 31, Percentage Change
------------------------------------------------------------------- --------------------
1997 vs. 1998 vs.
1996 1997 1998 1996 1997
------------------- ------------------ ------------------- --------- --------
(% of Total (% of Total (% of Total
Net Net Net
(NLG) Revenues) (NGL) Revenues) (NGL) Revenues) % %
------- ----------- ------- ----------- ------- ---------- -------- --------

(in millions, except percentage figures)
Net revenues by product category:
Dishwashing............... 939.9 31% 1,179.6 33% 1,282.7 33% 26% 9%
Laundry additives......... 773.0 25 904.0 25 1,025.0 27 17 13
Home cleaning............. 278.9 9 335.8 9 343.5 9 20 2
Laundry detergents........ 765.7 25 875.0 24 923.2 24 14 6
Other..................... 281.4 9 288.0 8 283.1 7 2 (2)
Total net revenues........ 3,090.0 100% 3,582.4 100% 3,857.4 100% 16% 8%

The Company's net revenues and operating income by region for the periods
indicated are set forth in the following table:

[Enlarge/Download Table]

Year Ended December 31
--------------------------------------------------------------------
1996 1997 1998
------------------- ------------------- -------------------
Net Percent Net Percent Net Percent
Amount of Total Amount of Total Amount of Total
-------- -------- -------- -------- ------- --------

NLG % NLG % NLG %

Net revenues by region:
Western Europe................ 2,223.4 73% 2,434.9 68% 2,603.4 68%
North America................. 392.7 13 531.6 15 556.9 14
Rest of World................. 422.9 14 615.9 17 697.1 18
Total net revenues............ 3,039.0 100% 3,582.4 100% 3,857.4 100%
Operating income by region:
Western Europe(1)............. 309.0 90% 358.3 93% 448.1 102%
North America(1).............. 20.5 6 7.3 2 (0.7) --
Rest of World(1).............. 13.7 4 15.2 4 2.7 1
Corporate and Eliminations(2). 0.8 -- 3.2 1 (13.9) (3)
Subtotal...................... 344.0 100% 384.0 100% 436.2 100%
Restructuring expenses(3)..... -- (62.3) --
Compensation expenses(4)...... -- (15.1) --
Total operating income........ 344.0 100% 306.6 100% 436.2 100%

-------------------
(1) Net of license fees and royalty expenses incurred by operating
subsidiaries to the Company.

(2) Includes license fees and royalty income received by the Company
from its operating subsidiaries, less corporate overhead costs. The amount of
license fees and royalty income reflect local currency sales in different
countries and the exchange rate effects of translating such amounts and
dividend payments between operating subsidiaries of the Company.

(3) Restructuring expenses includes NLG 48.6 million for Western Europe, NLG
5.7 million for North America, NLG 4.0 million for the Rest of the World and
NLG 4.0 million for Corporate and Eliminations.

20-F 22nd Page of 35 TOC 1st Previous Next ↓Bottom Just 22nd
(4) Compensation expenses reflect the issuance of stock awards from
stock-based plans. See Item 12 "Options to purchase securities from
Registrants or subsidiaries".

The following table sets forth certain amounts as a percentage of net
revenues:

As Percent of Net Revenues

[Enlarge/Download Table]

Year Ended December 31, Percentage Change
------------------------------ ---------------------
1997 vs. 1998 vs.
1996 1997 1998 1996 1997
------ ------ ------ -------- --------

Net revenues........................... 100.0% 100.0% 100.0% 18% 8%
Cost of sales.......................... 59.3 57.3 56.1 14 6
Selling, general and
administrative expenses.............. 28.0 31.3 43.8 32 11
Restructuring Expenses................. 0.0 1.7 0.0 100% 100%
Amortization of intangibles............ 1.4 1.1 1.0 (1) (2)
Operating income....................... 11.3 8.6 11.3 (11) 42
Interest expense, net(1)............... 2.3 1.6 1.1 (20) (23)
Provisions for income taxes............ 3.6 2.9 4.1 (5) 52
Net earnings(2)........................ 5.4 4.3 6.2 (6) 55

-------------------

(1) Includes interest expense to third parties and affiliates, net of
interest income.

(2) Net earnings after minority interest.

1998 compared with 1997

Reference is made to pages 24 to 32 of the 1998 Annual Report to
Shareholders incorporated herein by reference.

1997 Compared with 1996

Net Revenues

The Company. Net revenues increased by 18%, from NLG 3,039.0 million in
1996 to NLG 3,582.4 million in 1997, reflecting increases in net revenues
across all categories and regions. The increases in net revenues, stated in
Dutch guilders, in all of the Company's product categories and geographic
regions were due primarily to increases in volume of goods sold, rather than
price increases, as the Company experienced market growth in core categories,
increased market shares in certain key product categories and expanded in new
emerging markets. Adjusted for changes in foreign exchange rates (by applying
average 1996 currency exchange rates to 1997 local currency net revenues), the
Company's net revenues increased by 13%.

Dishwashing Products. The Company's net revenues in dishwashing products
increased by 26%, from NLG 939.9 million in 1996 to NLG 1,179.6 million in
1997. The 26% increase was largely attributable to net revenue increases in
Automatic Dishwashing (ADW) products (28%) as a result of the Company's
increase in measured worldwide market share, from 34% in 1996 to 38% in 1997,
and the expansion of the worldwide market for ADW products. The Company's
market share gains were the result of (i) the successful launch and the
increased marketing support of the Double Action Tablets on the Company's
leading ADW brand in North America, Electrasol, leading to a more solid number
two market position in North America, and (ii) market share growth in France,
the United Kingdom, Germany, Italy and Spain attributable to the continued
success of the Company's innovation, the ADW Double Action Tablets. Adjusted
for changes in foreign exchange rates, the Company's net revenues in
dishwashing products increased by 18%.

20-F 23rd Page of 35 TOC 1st Previous Next ↓Bottom Just 23rd
Laundry Additives. The Company's net revenues in laundry additives
increased by 17%, from NLG 773.0 million in 1996 to NLG 904.0 million in 1997.
The 17% increase was largely attributable to the growth of fabric treatment
products, particularly in the United Kingdom, Turkey and Poland, where strong
marketing efforts were used to establish the Company's latest introduction, an
in-wash liquid booster, as well as increased penetration of Calgon water
softeners in emerging markets and in some of the underdeveloped markets in
Western Europe, such as Spain. Adjusted for changes in foreign exchange rates,
the Company's net revenues in laundry additives increased by 13%.

Home Cleaning. The Company's net revenues in home cleaning products
increased by 20%, from NLG 278.9 million in 1996 to NLG 335.8 million in 1997.
The 20% increase was largely attributable to continued growth in the
lime-and-rust specialty cleaners business in the emerging markets of Turkey,
Poland, Russia, the Baltic countries and CIS and in North America. Adjusted
for changes in foreign exchange rates, the Company's net revenues in home
cleaning products increased by 15%.

Laundry Detergents. The Company's net revenues in laundry detergent
products increased by 14%, from NLG 765.7 million in 1996 to NLG 875.0 million
in 1997. The 14% growth was largely attributable to the entry into new
emerging markets at the end of 1996 such as China, Russia, the Baltic
countries, CIS and Slovenia as well as the successful relaunch of the national
umbrella brand Sole in Italy. Adjusted for changes in foreign exchange rates,
the Company's net revenues in laundry detergent products increased by 13%.

Other. The Company's net revenues in other products increased by 2%, from
NLG 281.4 million in 1996 to NLG 288.0 million in 1997, primarily reflecting
favorable exchange rates. Adjusted for changes in foreign exchange rates, the
Company's net revenues from other products decreased by 2%.

Western Europe. The Company's net revenues in Western Europe increased by
10%, from NLG 2,223.4 million in 1996 to NLG 2,434.9 million in 1997. The 10%
increase was mainly due to net revenue growth in Italy (9%), Spain (15%), the
United Kingdom (52%), Germany (5%) and France (9%). In Italy, the increase in
net revenues was due primarily to growth in its premium niche categories such
as ADW products and Calgon water softeners, and an increase in net revenues in
laundry detergents reflecting a further market share growth in the value
arena. The growth in Spain was mainly related to an increase in sales of ADW
products and Calgon water softeners as a result of an increased focus in this
still underdeveloped brand in this country. In the United Kingdom, the
increase in net revenues was mainly due to an increase in ADW product market
shares, increased sales in Vanish fabric treatments and favorable exchange
rate effects. In Germany, the increase in net revenues was due primarily to
the strengthening of our recently established market leadership position in
ADW products after the launch of ADW Double Action Powder, and an increase in
the private label business. The growth in France was related to market share
gains in ADW products, and an increase in the private label business. Adjusted
for changes in foreign exchange rates the Company's net revenues in Western
Europe increased by 6%.

North America. The Company's net revenues in North America increased by
35%, from NLG 392.7 million in 1996 to NLG 531.6 million in 1997. The 35%
increase was largely attributable to increased market share in North America
for the Company's leading ADW product brand, Electrasol, reflecting the
successful launch and marketing support of the Electrasol Double Action
Tablets in the second half of 1997, increased sales in the laundry additives
and home cleaning categories, as well as favorable exchange rate effects.
Adjusted for changes in foreign exchange rates, the Company's net revenues in
North America increased by 17%.

Rest of the World. The Company's net revenues in the Rest of the World
increased by 46%, from NLG 422.9 million in 1996 to NLG 615.9 million in 1997.
The 46% increase was largely attributable to the entry into new markets such
as China, Russia the Baltic countries, CIS, Croatia and Slovenia; and the
growth of premium niche categories in semi-established markets such as Turkey,
Poland and Hungary. Adjusted for changes in foreign exchange rates, the
Company's net revenues in the rest of the world increased 47%.

20-F 24th Page of 35 TOC 1st Previous Next ↓Bottom Just 24th
Cost of Sales

The Company's cost of sales increased 14%, from NLG 1,803.0 million in
1996 to NLG 2,052.1 million in 1997. Cost of sales increased as a result of
higher unit volumes. As a percentage of net revenues, such cost of sales
decreased from 59.3% in 1996 to 57.3% in 1997. Cost of sales as a percentage
of net revenues decreased primarily due to a more favorable product mix,
featuring a greater proportion of relatively high margin premium products and
significant cost savings both in mature and in emerging markets through the
implementation of cost cutting programs.

Selling, General and Administrative Expenses

The Company's selling, general and administrative expenses increased 32%,
from NLG 850.9 million in 1996 to NLG 1,120.7 million in 1997. As a percentage
of net revenues, such selling, general and administrative expenses increased
from 28.0% in 1996 to 31.3% in 1997. The increase as a percentage of net
revenues was largely attributable to a 43% increase in marketing costs, driven
by increased support of the Company's premium niche categories in Western
Europe and North America and by the Company's entry into new geographic
markets. Selling, general and administrative expenses also grew as the Company
established sales and administration organizations in Eastern Europe and
China. In addition, compensation expenses of NLG 15.1 million in connection
with restricted stock awards under the stock-based compensation plans have
been recorded.

Restructuring

The Company has undertaken an extensive program of identifying and
implementing cost reduction and profit enhancement initiatives designed to
increase the efficiency and profitability of its operations worldwide. These
initiatives include (i) a restructuring program that includes the closure of
three factories in Western Europe and one in Puerto Rico, (ii) increasing
common components across product lines to simplify manufacturing and logistics
operations and reduce working capital, and (iii) a restructuring of local
sales forces and administration activities. These changes will result in the
elimination of approximately 640 positions, primarily as a result of the
closure of the factories. The related restructuring charges, of NLG 62.3
million have been recorded in the second half of 1997, including the write-off
of certain assets. The Company anticipates that these cost reduction and
profit enhancement initiatives will be fully implemented during 1998. Although
the majority of the cash payments will be made in 1998, some of the cash
payments will be extended to future periods due to lay-off and severance
schemes. The growth of the Company will create new job positions in 1998,
although due to the restructuring the total number if employees will decrease
in 1998.

Amortization of Intangibles

The Company had net intangible assets of NLG 680.6 million as of December
31, 1997. These intangible assets relate to trademarks, licenses, goodwill and
other intangible assets, which are being amortized over their estimated useful
lives. The majority of these amounts relate to major acquisitions made from
1987 to 1989. Non-cash expenses related to amortization of intangible assets
declined from NLG 41.1 million in 1996 to NLG 40.7 million in 1997.

Operating Income

Operating income decreased by 11%, from NLG 344.0 million in 1996 to NLG
306.6 million in 1997. The decrease in operating income was primarily due to
the recording of restructuring charges of NLG 62.3 million for a cost
reduction and profit enhancement program which includes the closure of three
plants in Europe and one factory in Puerto Rico; and compensation expenses of
NLG 15.1 million in connection with restricted stock awards under the
stock-based compensation plans. Excluding these two items operating income
increased by 12% to NLG 384.0 million in 1997. In Western Europe operating
income, exclusive of restructuring and stock-based compensation expenses,
increased from NLG 309.0 million in 1996 to NLG 358.3 million in 1997, or by
16%.

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Operating income, exclusive of restructuring and stock-based compensation
expenses, decreased in North America from NLG 20.5 million in 1996 to NLG 7.3
million in 1997, or by 64% and increased, exclusive of restructuring and
stock-based compensation expenses, in the Rest of the World from NLG 13.7
million in 1996 to NLG 15.2 million in 1997, or by 11%. The increase in
operating income, exclusive of restructuring and stock-based compensation
expenses, in Western Europe was largely attributable to improved operating
income in Italy, Spain and the United Kingdom, reflecting growth in net
revenues and an improved gross margin. The decrease in operating income,
exclusive of restructuring and stock-based compensation expenses, in North
America was due to a significant increase in marketing support following the
launch of the Electrasol ADW Double Action Tablet. The increase in operating
income, exclusive of restructuring and stock-based compensation expenses, in
the Rest of the World was largely attributable to improved profitability in
semi-developed countries such as Turkey, Poland, the Czech Republic, Slovakia
and Hungary, partially offset by the Company's significant up-front
investments in new emerging markets such as China, Russia and Romania.

Interest Expense, Net

Interest expense, net, decreased by 20%, from NLG 70.6 million in 1996 to
NLG 56.1 million in 1997. The decrease was mainly due to a net repayment of
debt and net borrowings due to affiliates and to a decrease in the effective
interest rate in 1997.

Provisions for Income Taxes

Provisions for income taxes decreased by 5%, from NLG 110.4 million in
1996 to NLG 105.4 million in 1997, due to a decrease in profits before taxes
of 8%, partially offset by a 1.7% increase of the Company's effective tax
rate.

Net Earnings

The Company's net earnings (after minority interests) decreased by 6%,
from NLG 164.9 million in 1996 to NLG 154.8 million in 1997. Excluding the
restructuring expenses and the stock-based compensation expenses adjusted for
the tax effect of these items, the Company's net earnings increased by 21% to
NLG 199.7 million in 1997.

Earnings per share

The Company's basic and diluted earnings per share decreased by 6% and 8%
from NLG 3.15 and NLG 3.15 in 1996 to NLG 2.95 and NLG 2.91 in 1997,
respectively. Excluding the restructuring expenses and the stock-based
compensation expenses, adjusted for the tax effect of these items, the
Company's basic and diluted earnings per share increased by 21% and 19% to NLG
3.81 and NLG 3.75 in 1997, respectively. The 1996 and 1997 basic and diluted
earnings per share amounts have been computed based on a "pro forma" basis in
compliance with Statement of Financial Accounting Standard No 128, which
requires the Company to present "basic" and "diluted" earnings per share
effective for the Company's year ending December 31, 1997.

Liquidity and Capital Resources

Reference is made to pages 33 to 35 of the 1998 Annual Report to
Shareholders incorporated herein by reference.

Year 2000 and EURO

Reference is made to pages 35 to 36 of the 1998 Annual Report to
Shareholders. Reference is made to Item 1 "Description of Business--Certain
Factors Which May Affect The Business" for a discussion on the Euro.

20-F 26th Page of 35 TOC 1st Previous Next ↓Bottom Just 26th
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Note 8 "Debt Obligations", Note 14 "Fair Value of
Financial Instruments" to the Consolidated Financial Statements included in
Item 18 and pages 33 to 35 of the 1998 Annual Report to Shareholders
incorporated herein by reference.

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT

Supervisory Board

Under Dutch law and the Articles of Association of the Company, the
management of the Company is entrusted to the Management Board under the
supervision of the Supervisory Board. The Supervisory Board advises the
Management Board and is responsible for supervising the policies pursued by
the Management Board and the general course of affairs of the Company and its
business. In fulfilling their duties, the members of the Supervisory Board
must serve the interests of the Company and its business.

The Supervisory Board consists of such number of members as may be
determined by the General Meeting of Shareholders, with a minimum of three
members. The members of the Supervisory Board are appointed by the General
Meeting of Shareholders for one-year terms upon the non-binding nomination by
the Supervisory Board for each vacancy. Non-binding nominations of candidates
to fill vacancies may also be made by a holder or holders of 10% or more of
the issued share capital. At present, the Supervisory Board consists of 7
members.

The Supervisory Board appoints a chairman from among its members.
Resolutions of the Supervisory Board shall be validly adopted if adopted by a
simple majority of votes in a meeting at which the majority of supervisory
directors are present or represented. The Supervisory Board must meet upon
request by two or more of its members or by the Management Board. The
Supervisory Board will form at least three committees, a Compensation
Committee, a Corporate Governance Committee and an Audit and Finance
Committee; each of these committees is expected to be chaired by an
independent member of the Supervisory Board. The majority of the members of
these committees is expected to be independent.

A member of the Supervisory Board must retire on the day of the annual
General Meeting of Shareholders in the fiscal year in which such member
reaches the age of 70. A member of the Supervisory Board may be suspended or
dismissed by the General Meeting of Shareholders in case of improper
performance of the member's duties, with due observance of applicable
principles of reasonableness and fairness, and after having given the member
an opportunity to account for his actions, all as determined under applicable
Dutch legal principles. The members of the Supervisory Board may receive such
compensation as may be determined by the General Meeting of Shareholders in
their reasonable discretion, which compensation is expected to include shares
and options on shares in the Company.

Management Board

The management of the Company is entrusted to the Management Board under
the supervision of the Supervisory Board. The Articles of Association provide
that the Supervisory Board may from time to time adopt written rules governing
the internal organization of the Management Board (bestuursreglement),
including directions to the Management Board concerning the general financial,
economic, social and personnel policies of the Company. In addition, the
Articles of Association provide that each of the Supervisory Board and the
General Meeting of Shareholders may specify by resolution certain actions by
the Management Board that require its prior approval.

The Management Board consists of such number of members as may be
determined by the Supervisory Board. Members of the Management Board are
appointed by the General Meeting of Shareholders for an indefinite term upon
the non-binding nomination by the Supervisory Board for each vacancy.

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Resolutions of the Management Board shall be validly adopted if adopted
by a simple majority of votes, at least one of which must be cast by the
Chairman of the Management Board, who may be appointed by the Supervisory
Board from among Management Board members. The Management Board may also
validly adopt its resolutions in writing, provided that the proposals for such
resolutions have been communicated in writing to all Management Board members
and no member has objected to this method of adoption of a resolution.

The General Meeting of Shareholders has the power to suspend or dismiss
members of the Management Board. The Supervisory Board may suspend but not
dismiss members of the Management Board, but a General Meeting of shareholders
must be held within three months after such suspension has taken effect in
which a resolution must be adopted to either terminate or extend the
suspension for a maximum period of another three months. If a member of the
Management Board is temporarily prevented from acting, the remaining members
of the Management Board shall temporarily be responsible for the management of
the Company. If all members of the Management Board are prevented from acting,
one or more persons appointed by the Supervisory Board will be temporarily
responsible for the management of the Company. The Supervisory Board
determines the compensation and other terms and conditions of employment of
the members of the Management Board.

Corporate Officers

As a legal matter, the corporate officers of the Company support the
Management Board in its management of the Company. In practice, the corporate
officers and the Management Board share management responsibilities.

The current members of the Supervisory and Management Board and the
corporate officers of the Company, their current positions and their ages as
of December 31, 1998, are:

[Enlarge/Download Table]

Name Position Age
---- -------- ---

Martin Gruber.................Chairman and Member of the Supervisory Board until May 13, 1999 67
Dr. Karl Heinz Weiss..........Member of the Supervisory Board until May 13, 1999 69
Dr. Gerhard Ziener............Member of the Supervisory Board until May 13, 1999 69
Ir. Hans van der Wielen.......Member of the Supervisory Board 54
Dr. Jay Lorsch................Member of the Supervisory Board 65
Mr. Adrian Bellamy............Member of the Supervisory Board 56
Ms. Irene Miller..............Member of the Supervisory Board 46
M. Dieter Meuderscheid........Member of the Supervisory Board
Dr. Peter Harf................Chairman and Member of the Management Board until May 13, 1999 52
Chairman and Member of the Supervisory Board as of May 13, 1999
Bart Becht....................Member of the Management Board and Chief Executive Officer 42
Chairman and Member of the Management Board and Chief Executive
Officer as of May 13, 1999
Dr. Manfred Klein.............Member of the Management Board and Chief Financial Officer 52
Marcello Bottoli..............Executive Vice President of Category Development 36
Freddy Caspers................Executive Vice President and Regional Manager Eastern Europe 37
Alain Le Goff.................Executive Vice President of Operations 46
Douglas L. Meyer..............Executive Vice President and Regional Manager of North America 49
Erhard Schowel................Executive Vice President of Central Europe 49
Kenneth R. Stokes.............Executive Vice President of Western Europe 42
Tom Corran....................Senior Vice President--Investor Relations & Corporate Communications 44
Anthony Gallagher.............Senior Vice President--Information Services 42
Roelof Hoving.................Senior Vice President--Corporate Taxes 36
Maarten Minderhoud............Senior Vice President; General Legal Counsel and Secretary 42
Frank Ruther..................Senior Vice President--Human Resources 46
Michael Calikusu..............Vice President--Corporate Development 31

20-F 28th Page of 35 TOC 1st Previous Next ↓Bottom Just 28th
[Download Table]

Name Position Age
---- -------- ---

Michael Hoche.................Vice President--Accounting and Reporting 38
Jurgen Ringler................Vice President--Treasury 55
Hans van Selm.................Vice President--Internal Audit 39

The background of each member of the Supervisory and Management Board and
each of the executive officers of the Company is as follows:

Martin Gruber has served as Chairman and a member of the Supervisory
Board of the Company since July 1997. Mr.Gruber has been the Chief Executive
Officer of Benckiser Holding GmbH since 1983 and served as Chairman of the
Supervisory Board of JAB from 1992 to 1997. Mr.Gruber has been a member of the
Board of Directors of Coty since 1997. Mr.Gruber joined JAB in 1963 as Chief
Purchasing Manager and has served in various other management positions in JAB
in marketing, sales and operations since that time. Mr.Gruber was the Chief
Executive Officer of JAB from 1978 to 1988 and was a member of the Management
Board of JAB from 1967 to 1988.

Dr. Karl Heinz Weiss has served as a member of the Supervisory Board of
the Company since July 1997. Dr.Weiss has also been a member of the Advisory
Board of Benckiser Holding GmbH since 1992. Dr.Weiss is an attorney at law and
practices as a corporate lawyer. Dr.Weiss is currently serving as Chairman of
the Supervisory Board of Paul Hartmann AG and is a member of the Supervisory
Board of Wacker Chemie GmbH.

Dr. Gerhard Ziener has served as a member of the Supervisory Board of the
Company since July 1997. Dr.Ziener has also been the Chairman of the Advisory
Board of Benckiser Holding GmbH from 1983. Dr.Ziener was General Manager of
Roehm & Haas GmbH, Germany ("Roehm & Haas") from 1964 to 1971 at which time he
became Chief Executive Officer of Roehm & Haas through 1987. Dr.Ziener was
also the Chairman of the Supervisory Board of Roehm & Haas from 1987 until
1996. Dr. Ziener is a member of the Supervisory Board of Merck KGaA and holds
advisory positions in a number of privately-owned companies.

Ir. Hans van der Wielen is currently serving as President and Chief
Executive Officer of Koninklijke Numico N.V. (formerly : N.V. Verenigde
Bedrijven, Nutricia). Mr. van der Wielen has been a member of the Management
Board of Koninklijke Numico N.V. since January 1, 1989. Mr. van der Wielen is
also member of the Board of Stichting tot Beheer van de Preferente Aandelen in
Wolters Kluwer N.V. and member of the Supervisory Board of Maxeres N.V. and
the Supervisory Board of Gouda Vuurvast Holding N.V.

Dr. Jay Lorsch is Louis Kirstein Professor of Human Relations, and
Chairman, Doctoral programs, and Director of Research of the Harvard Business
School. Dr. Lorsch is also director of Brunswick Corporation.

Mr. Adrian Bellamy is currently Chairman of the Supervisory Board of
Gucci Group N.V. Mr. Bellamy is also member of the Board of Directors of The
Body Shop International PLC, the Gap, Inc., Paragon Trade Brands, Inc., Shaman
Pharmaceuticals, Inc. and Williams-Sonoma, Inc.

Ms. Irene Miller is currently a member of the Board of Directors of Barnes
& Noble, Inc. and Oakley, Inc.

Mr. Dieter Meuderscheid is currently a member of the Advisory Board of
Joh. A. Benckiser GmbH and formerly served as Director of Unilever.

Dr. Peter Harf has served as Chairman and a member of the Management
Board of the Company since August 1997. Dr. Harf has also been Chief Executive
Officer of JAB since January 1988 and a Managing Director of the Selling
Shareholder since August 1997. Dr. Harf joined JAB in 1981 as Senior Vice
President of International Operations. He served as Senior Vice President of
International Operations from January 1981 to May 1982 and then served as
Executive Vice President, Consumer Products Division, from May 1982 to January
1987. From January 1987, Dr.Harf served as Vice Chairman of the Management
Board of JAB until taking his position as Chairman and Chief Executive Officer
of JAB in January 1988. In addition, Dr.Harf has been Chairman of the

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Board and Chief Executive Officer of Coty since March 1993. Dr.Harf is also a
member of the Board of Directors of the Brunswick Corporation.

Bart Becht has been a member of the Management Board of the Company since
August 1997 and Chief Executive Officer since September 1997. Mr. Becht served
as Chief Operating Officer of the Company from January 1997 to August 1997.
Mr. Becht started his career with JAB in 1988 as Vice President Marketing at
Benckiser USA. In July 1989, Mr. Becht was named General Manager of Benckiser
Inc., Willowdale (Canada). From early 1992, Mr. Becht served as General
Manager of Benckiser St. Marc S.A., Nanterre (France). From the end of 1993 to
1995, he was in charge of JAB's operations in Italy, where he led Mira Lanza
S.p.A. Gruppo Benckiser, Milan, as General Manager. From 1995 until January
1997 Mr. Becht was President of the Household Detergents and Cleaning Agents
Division of JAB. Before joining JAB, Mr. Becht served in various roles at
Procter & Gamble, both in the United States and Germany.

Dr. Manfred Klein has been a member of the Management Board and Chief
Financial Officer of the Company since December 1996. Dr. Klein has also been
Managing Director and Chief Financial Officer of JAB since January 1988. Dr.
Klein has served in various other management and director roles within JAB,
including as Chairman of the Supervisory Board of the Lancaster Group AG until
the end of 1996 and as member of the Board of Directors of Coty until the end
of 1996. Before joining JAB, Dr. Klein was employed as Finance Director and
Treasurer of Metallgesellschaft AG from 1985 to 1987. Dr. Klein is a member of
the Advisory Board of Deutsche Bank AG and of the Gerling Group.

Marcello Bottoli has served as Executive Vice President of Category
Development for the Company since January 1997. Mr. Bottoli joined JAB in 1991
and served as Marketing and R&D Director of Benckiser Spain from 1991 to 1993
and as General Manager of Benckiser France from 1993 to 1996. Prior to joining
Benckiser, Mr. Bottoli was employed by the Boston Consulting Group in Paris
(France) and Milano (Italy) from 1989 to 1991 and was with Procter & Gamble in
France and the United States from 1985 to 1989.

Freddy Caspers has served as Executive Vice President for the Eastern
European region for the Company since September 1997. From 1992 through 1997
Mr. Caspers was employed by Pepsi in various senior management positions in
their Eastern European operations. Before joining Pepsi, Mr. Caspers worked
for Johnson & Johnson Consumer Products from 1987 to 1992 where he was
responsible for several brand management and key account functions.

Alain Le Goff has served as the Executive Vice President of Operations
for the Company since January 1997. Mr. Le Goff joined JAB in 1986 and has
served since then as Industrial Director of Benckiser St. Marc, France, as
General Manager for the Lancaster factory, Monaco, as General Manager for
Benckiser Produktions GmbH, Germany, and as Logistic Co-ordinator for the JAB
group. Mr. Le Goff was the Senior Vice President of Operations for the
Household Products Division of JAB from 1994 to 1996.

Douglas L. Meyer has served as Executive Vice President and Regional
Manager of North America for the Company since January 1997. Mr. Meyer joined
JAB in November 1994 as President of Benckiser Consumer Products, Inc. in the
United States. Since 1995, Mr. Meyer has served as Regional Manager of North
America for the Household Detergents and Cleaning Agents Division of JAB.
Prior to joining the Company, Mr. Meyer was President of Sterling Health Inc.,
the U.S. Over-the-Counter Drug Division of the Eastman Kodak Company, from
1991 to 1994. Mr. Meyer was with the Colgate-Palmolive Co. from 1973 to 1991.
At Colgate, he served in numerous domestic and international assignments,
including Vice President and General Manager of Colgate's U.S. Oral Care
Division from 1986 to 1991.

Erhard Schowel has served as Executive Vice President for the Central
Europe Region of the Company since January 1997. After joining JAB in January
1979, Mr. Schowel served the Company in different sales and marketing
functions in Germany and was named Commercial Director of Germany in January
1987. From December 1988, Mr. Schowel served as General Manager of Germany and
in addition from 1993 to June 1995 he

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was also responsible for the Company's international private label business,
Propack Europe. From June 1995 to the end of 1996, Mr. Schowel led Mira Lanza
S.p.A. Gruppo Benckiser, Milan--Italy, as General Manager.

Kenneth R. Stokes has been Executive Vice President of Western Europe
(excluding Central Europe) for the Company since January 1997. Mr. Stokes
joined JAB in 1989 and served as Vice President of Marketing for Benckiser
Consumer Products Inc. from December 1989 to December 1991. He then served as
President of Quintessence Inc. in the early part of 1992. Mr. Stokes was named
Managing Director for Benckiser UK from July 1992 to July 1993 and then served
as General Manager of Camp/Benckiser SA from July 1993 to March 1997. Prior to
joining the Company, Mr. Stokes was with McKinsey & Company, Inc. from
December 1985 to December 1989, and with Wilson Sporting Goods and the Clorox
Company prior thereto.

Tom Corran is currently serving as Senior Vice President--Investor
Relations & Corporate Communications, having joined the Company in 1998. From
1990 to 1997 Mr. Corran served as Head of Corporate Development at Guinness
PLC and from 1997 to 1998 he served in the position of Head of Corporate
Governance at Gartmore Investment Management.

Anthony Gallagher has served as Senior Vice President--Information
Services of the Company since September 1997. From 1995 to 1997, Mr. Gallagher
was Chief Executive Officer of InfoSol, a systems integration and consulting
company providing information and technology services in the Middle East. From
1986 to 1993, Mr. Gallagher was employed as a regional director of information
and technology services by Intergraph and by the Canadian telecommunications
company, Mitel.

Roelof Hoving has served as Senior Vice President--Corporate Taxes of the
Company since December 1997. From 1992 - 1997, Mr. Hoving served as Senior
Fiscal Advisor with British Petroleum. Previously, from 1989 to 1991 Mr.
Hoving was a Tax attorney for a regional Dutch Tax Law firm.

Maarten Minderhoud has served as Senior Vice President--General Legal
Counsel and Secretary of the Company since August1997. From 1994 to 1997, Mr.
Minderhoud served as a partner of Price Waterhouse. From 1986 to 1994, Mr.
Minderhoud served as General Counsel of Fuji Photo Film B.V. and then as
Corporate Secretary of Royal Pakhoed N.V.

Frank Ruther has served as Senior Vice President--Human Resources of the
Company since March 1997. From 1996 to 1997, Mr.Ruther served as Personnel
Director of the detergents division of JAB. From 1986 to 1996, Mr. Ruther was
Director of Compensation and Benefits (Europe) for Mars.

Michael Calikusu has served as Vice President--Corporate Development of
the Company since 1998. From 1997 to 1998 Mr. Calikusu served as Principal
Consultant of Price Waterhouse, based in Los Angeles. Before this position he
served as Business Development Director of Pepsi-Cola International. Mr.
Calikusu is a member of the American and Texas State Bar Association as well
as the American and Commonwealth of Virginia Institute of Certified Public
Accountants.

Michael Hoche has served as Vice President--Accounting and Reporting of
the Company since July 1997. From 1990 to 1997, Mr. Hoche was employed in
several finance roles within JAB, including serving as Director of Corporate
Accounting and Reporting for JAB from 1995 to 1997.

Jurgen Ringler has served as Vice President--Treasury of the Company
since July 1997. From 1979 to 1997, Mr. Ringler was Treasurer for JAB.

Hans van Selm is currently serving as Vice President--Internal Audit of
the Company. From October 1997 to December 1998, Mr. van Selm served as
Director of Internal Audit of the Company. From 1979 to 1997 Deloitte & Touche
employed Mr. van Selm in several roles including serving as Manager External
Audit Services in the

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United States from 1992 to 1994 and (Senior) Manager external Audit Services
from 1994 to 1997 in the Netherlands.

The business address of each of the members of the Supervisory Board, the
Management Board and the corporate officers is at the Company's offices at
World Trade Center, Amsterdam Airport, Tower C, Schiphol Boulevard 229, 1118
BH Schiphol Airport, The Netherlands.

Employment Agreements

Reference is made to Note 10 "Employee Benefits" to the Consolidated
Financial Statements included in Item 18.

On July 1, 1997, the Company entered into employment agreements with
members of the Management Board and its Executive Vice Presidents. The
agreements provide, among other things, that each of the Management Board
members will provide services to the Company on a full-time basis, with the
exception of Dr. Peter Harf. The agreements terminate by operation of law on
the date on which the relevant director reaches pensionable age or may be
terminated earlier, by either party, upon notice in writing and in accordance
with the statutory minimum notice period under Dutch law. The agreements may
also be terminated in the event of certain "urgent reasons" under applicable
Dutch law. The agreements also contain termination, death and disability
benefits, which provide lump sum payments in the amount of two times the base
salary of the employee plus two times the average bonus received by the
employee for the two most recent years. The termination benefits are payable
to the employee upon termination of the employee for reasons not attributed to
performance or an "urgent reason" under applicable Dutch law. Upon a "change
of control" of the Company, if the Company or the employee terminates the
agreement within twelve months of the change of control, the employee will
receive three times the base salary plus three times the average bonus
received by the employee for the three most recent years. The agreements
contain non-competition and confidentiality provisions. According to the terms
of the non-competition clause, during the employment term and for the 18-month
period thereafter, the relevant employee, in general terms, is not allowed to
conduct any business competing with that of the Company.

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS

Compensation

The aggregate amount of compensation paid by the Company in fiscal year
1998 to the corporate officers of the Company and members of the Supervisory
Board and Management Board as a group was approximately NLG 17.9 million.

For the year ended December 31, 1998, the aggregate amount set aside or
accrued by the Company to provide pension and retirement benefits for its
corporate officers and members of the Supervisory and Management Boards was
approximately NLG 1.3 million. The Company has not made loans to, or
guarantees on behalf of, members of the Supervisory or Management Boards. With
respect to the Employee Incentive Program and Annual Performance plan
reference is made to Note 10 "Employee Benefits" to the Consolidated Financial
Statements included in Item 18.

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

Reference is made to note 10 "Employee Benefits" to the Consolidated
Financial Statements included in Item 18.

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ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

Not applicable

PART II
ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED
Not applicable

PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
SECURITIES

Not applicable

PART IV

ITEM 17. CONSOLIDATED FINANCIAL STATEMENTS

Not applicable

ITEM 18. CONSOLIDATED FINANCIAL STATEMENTS

Reference is made to "Item 19 Consolidated Financial Statements and
Exhibits".

ITEM 19. CONSOLIDATED FINANCIAL STATEMENTS AND EXHIBITS

(a) List of Consolidated Financial Statements

The following consolidated financial statements, together with the report
thereon of Deloitte & Touche Registeraccountants dated February 23, 1999,
appearing on pages 38 through 66 of the 1998 Annual Report to Shareholders are
incorporated in this Annual Report on Form 20-F as Exhibit (a)(ii):

Consolidated Statements of Operations for the years ended December 31,
1998, 1997 and 1996.

Consolidated Balance Sheets at December 31, 1998 and 1997.

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1998, 1997 and 1996.

Consolidated Statement of Cash Flows for the years ended December 31,
1998, 1997 and 1996 Notes to the Consolidated Financial Statements.

(b) List of Exhibits

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The following is the list of exhibits attached to this Annual Report on
Form 20-F.

Exhibit Description
-------- -----------
(a)(i) Consent of Independent Auditors

(a)(ii) The 1998 Annual Report to Shareholders of the Company, which
is furnished to the Securities and Exchange Commission for
information only and is not filed except for such specific
portions that are expressly incorporated by reference in this
Annual Report on Form 20-F.

(b)(2)(i) Articles of Association of the Company(1)

(b)(2)(ii) Specimen certificate of Class B Common Shares of the
Company(1)

(b)(2)(iii) Trademark License Agreement between Joh. A. Benckiser GmbH
and Benckiser N.V.(1)

(b)(2)(iv) Registration Rights Agreement among Benckiser N.V., JAB
Investments B.V. and Joh. A. Benckiser GmbH(1)

(b)(2)(v) Tax Sharing Agreement dated as of October 1, 1997 among Joh.
A. Benckiser GmbH, Benckiser N.V. and Coty, Inc.(1)

(b)(2)(vi) Subsidiaries of the Company(2)
-------------------

(1) Incorporated by reference to the Registration Statement on Form F-1 (File
No. 333-7806), previously filed with the Securities and Exchange
Commission.

(2) Incorporated by reference to Note 6 "List of Subsidiaries" of the 1998
Annual Report to Shareholders (see (a)(ii) above).

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company certifies that it meets all of the requirements for
Filing on Form 20-F and has duly caused this Annual Report on Form 20-F to be
signed on its behalf by the undersigned, thereunto duly authorized.

Signature Title Date
--------- ----- ----
/s/Peter Harf
---------------------- Chairman of the Management Board May 13, 1999
Peter Harf

/s/ Bart Becht
---------------------- Chief Executive Officer May 13, 1999
Bart Becht

/s/Manfred Klein
---------------------- Chief Financial Officer May 13, 1999
Manfred Klein

20-F Last Page of 35 TOC 1st Previous Next ↓Bottom Just 35th
EXHIBIT INDEX

Exhibit Description
------- -----------

a(i) Consent of Independent Auditors

(b)(2)(i) Articles of Association of the Company(1)

(b)(2)(ii) Specimen certificate of Class B Common Shares of the
Company(1)

(b)(2)(iii) Trademark License Agreement between Joh. A. Benckiser Gmb
and Benckiser N.V.(1)

(b)(2)(iv) Registration Rights Agreement among Benckiser N.V., JAB
Investments B.V. and Joh. A. Benckiser GmbH(1)

(b)(2)(v) Tax Sharing Agreement dated as of October 1, 1997 among
Joh. A. Benckiser GmbH, Benckiser N.V. and Coty, Inc.(1)

(b)(2)(vi) Subsidiaries of the Company(2)
-------------------

(1) Incorporated by reference to the Registration Statement on Form F-1 (File
No. 333-7806), previously filed with the Securities and Exchange
Commission.

(2) Incorporated by reference Note 6 "List of Subsidiaries" of the 1998 Annual
Report to Shareholders (see (a)(ii) above).

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘20-F’ Filing	Date	First	Last	Other Filings

	12/1/10	14		None on these Dates
	1/1/02	13
Filed on:	5/13/99	27	34
	4/29/99	3	20
	2/23/99	32
	1/1/99	13	17
For Period End:	12/31/98	1	32
	12/31/97	17	32
	11/24/97	5	17
	10/1/97	33	35
	7/1/97	31
	6/30/97	5
	12/31/96	32
	1/1/94	3
				List all Filings

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Filing Submission 0000950103-99-000399 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Benckiser NV – ‘20-F’ for 12/31/98

As of: Thursday, 5/13/99 · For: 12/31/98 · Accession #: 950103-99-399 · File #: 1-14726

Annual Report of a Foreign Private Issuer — Form 20-FFiling Table of Contents

20-F — Annual Report of a Foreign Private IssuerDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents

20-F — Annual Report of a Foreign Private Issuer
Document Table of Contents