Mondelez International, Inc., et al. – ‘SC TO-T/A’ on 2/28/00 re: Balance Bar Co, et al.

On:  Monday, 2/28/00   ·   Accession #:  950131-0-1474   ·   File #s:  5-55131 (SC 13D/A), 5-55131

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment Number 1 to Schedule to                      5     19K 
 2: EX-99.A.9   Press Release Issued February 28, 2000                 1      6K 

SC TO-T/A   —   Amendment Number 1 to Schedule to
Document Table of Contents

SC TO-T/A
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================================================================================
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

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

Amendment No.1 (Final Amendment) to 
SCHEDULE TO 
Tender Offer Statement Under Section  
14(d)(1) or Section 13(E)(1) of the Securities Exchange Act of 1934 
and 
Amendment No. 1 to
SCHEDULE 13D
under the Securities Exchange Act of 1934 

BALANCE BAR COMPANY 
(Name of Subject Company) 

BB ACQUISITION, INC. (offeror)
a wholly-owned subsidiary of
KRAFT FOODS, INC. 
a wholly owned subsidiary of
  PHILIP MORRIS COMPANIES INC.
(Names of Filing Persons  
(identifying status as offeror, issuer or other person))  

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

COMMON STOCK, PAR VALUE $0.01 PER SHARE 
(Title of Class of Securities)

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

057623100 
(Cusip Number of Class of Securities) 

William J. Eichar 
Kraft Foods, Inc. 
Three Lakes Drive 
Northfield, IL 60093
Telephone: (847) 646-2000 
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons) 

Copy to:
Michael Timmers 
Kirkland & Ellis
200 East Randolph Drive 
Chicago, IL 60601 
Telephone: 312-861-2000 

CALCULATION OF FILING FEE 

                                                                [Download Table]

================================================================================
         Transaction Valuation*                 Amount of Filing Fee            
--------------------------------------------------------------------------------
                                                                                
             $268,364,817                             $53,673                   
================================================================================

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* For purposes of calculating amount of filing fee only. This amount assumes    
(i) the purchase of all outstanding shares of common stock of Balance Bar       
Company and (ii) shares of common stock of Balance Bar Company subject to       
options that will be vested and be exercisable as of the closing of this offer. 
The amount of the filing fee calculated in accordance with Rule 0-11 of the     
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the           
transaction value.                                                              

[x] Check the box if any part of the fee is offset as provided by Rule          
0-11(a)(2) and identify the filing with which the offsetting fee was previously 
paid.  Identify the previous filing by registration statement number or the Form
or Schedule and the date of its filing.                                         

Amount Previously Paid: $53,673          Form or Registration No.: Schedule TO-T
Filing party: BB Acquisition, Inc.,      Date Filed: January 28, 2000           
Kraft Foods, Inc.                                   

[ ] Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                                 

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              
[x] third-party tender offer subject to Rule 14d-1.                             
[ ] issuer tender offer subject to Rule 13e-4.                                  
[ ] going-private transaction subject to Rule 13e-3.                            
[x] amendment to Schedule 13D under Rule 13d-2.                                 

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [x]                                                        

================================================================================

Exhibit Index Appears on Page 3 

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CUSIP No. 057623100                                                             

     This Amendment No. 1 (this "Amendment") amends and supplements the Schedule
TO filed with the Securities and Exchange Commission on January 28, 2000, by BB 
Acquisition, Inc. ("Purchaser"), a Delaware corporation and a wholly owned      
subsidiary of Kraft Foods, Inc., a Delaware corporation ("Parent") and wholly   
owned subsidiary of Philip Morris Companies Inc. ("Philip Morris").  The        
Schedule TO relates to the offer to purchase all outstanding shares of common   
stock, par value $.01 per share (the "Common Stock") of Balance Bar Company, a  
Delaware corporation (the "Company"), at a purchase price of $19.40 per share,  
net to the seller in cash, upon the terms and subject to the conditions set     
forth in the Offer to Purchase, dated as of January 28, 2000 (the "Offer to     
Purchase") and in the related Letter of Transmittal (which, together with any   
amendments or supplements thereto, collectively constitute the "Offer").        
Capitalized terms used and not defined herein shall have the meanings assigned  
to such terms in the Offer to Purchase and the Schedule TO.                     

     This Amendment also amends the Schedule 13D of Purchaser, Parent and Philip
Morris filed with the Securities and Exchange Commission on January 31, 2000,   
which is incorporated herein by reference. Reference is hereby made to the press
release dated February 28, 2000, which is attached hereto as Exhibit (a)(9) and 
is incorporated herein by reference.                                            

ITEM 8. Interest in Securities of the Subject Company.                          

At 12:00 midnight, New York City time on Friday, February 25, 2000 the
Offer expired.  Based on preliminary information provided by the Depositary,    
approximately 12.4 million shares of Common Stock were validly tendered and not 
withdrawn pursuant to the Offer (including 194,327 shares of Common Stock       
subject to guarantees of delivery), which together represent approximately 98%  
of the outstanding shares of Common Stock.  The Purchaser has accepted for      
payment all such shares of Common Stock at the purchase price of $19.40 per     
share of Common Stock, net to the seller in cash.                               

Item 12. Exhibits.                                                              

Item 12 is hereby amended to add the following exhibit.               

(a)(9)   Press release issued by Parent and the Company on February 28, 2000.   

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SIGNATURE 

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.          

BB ACQUISITION, INC.

     By: /s/ William J. Eichar
                                --------------------------------------------
   Name: William J. Eichar
                                  ------------------------------------------
Title: President    
                                   -----------------------------------------

KRAFT FOODS, INC.   

     By: /s/ William J. Eichar
                                --------------------------------------------
   Name: William J. Eichar
                                  ------------------------------------------
                           Title: Vice President, Mergers and Acquisitions
                                   -----------------------------------------

        PHILIP MORRIS COMPANIES INC.

      By: /s/ G. Penn Holsenbeck
                                --------------------------------------------
    Name: G. Penn Holsenbeck
                                  ------------------------------------------
                            Title: Vice President, Associate General Counsel
                 and Corporate Secretary
                                   -----------------------------------------

Dated: February 28, 2000                                                        

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EXHIBIT INDEX       

                                                                [Download Table]

Exhibit No.                    Exhibit Name                          Page Number
-----------                    ------------                          -----------
                                                                                
  (a)(1)  Offer to Purchase dated January 28, 2000*..................           
  (a)(2)  Letter of Transmittal*.....................................           
  (a)(3)  Notice of Guaranteed Delivery*.............................           
  (a)(4)  Letter to Brokers, Dealers, Commercial Banks, Trust                   
          Companies and Other Nominees*..............................           
  (a)(5)  Letter to Clients for use by Brokers, Dealers, Commercial             
          Banks, Trust Companies and Other Nominees*.................           
  (a)(6)  Guidelines for Certification of Taxpayer Identification               
          Number on Substitute Form W-9*.............................           
  (a)(7)  Text of Joint Press Release issued by Parent and the                  
          Company on January 21, 2000*...............................           
  (a)(8)  Summary Advertisement as published in The Wall Street                 
          Journal on January 28, 2000*...............................           
  (a)(9)  Press Release issued by Parent and the Company on February            
          28, 2000...................................................           
  (d)(1)  Agreement and Plan of Merger, dated as of January 21, 2000,           
          among Parent, Purchaser and the Company*...................           
  (d)(2)  Form of Support Agreement*.................................           
  (g)     Not applicable.                                                       
  (h)     Not applicable.                                                       

____________________________                                                    

* Previously filed                                                              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/28/00		3		4
		2/25/00		3
		1/31/00		3					SC 13D
		1/28/00		2		5			SC 14D9,  SC TO-T
		1/21/00		5
									List all Filings