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Bic Corp – ‘DEF13E3’ on 12/7/95 re: Bic Corp

As of: Thursday, 12/7/95 · Accession #: 950123-95-3630 · File #: 5-12083

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

12/07/95  Bic Corp                          DEF13E3                4:358K Bic Corp                          RR Donnelley/FA

Definitive Proxy Solicitation Material — Going-Private Transaction Statement — Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF13E3     Final Amendment to Schedule 13E-3                     14     66K 
 2: EX-99.B1    Opinion of Goldman, Sachs & Co.                        2     10K 
 3: EX-99.D1    Definitive Proxy Statement                            85    466K 
 4: EX-99.G3    Press Release                                          1      6K

DEF13E3 — Final Amendment to Schedule 13E-3
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Contracts, Arrangements or Understandings With Respect to the Issuer's Securities Financial Information Identity and Background Introduction Item 1 Item 10 Item 13 Item 14 Item 4 Item 6 Item 7 Item 8 Material to be Filed as Exhibits Past Contacts, Transactions or Negotiations Persons and Assets Employed, Retained or Utilized Plans or Proposals of the Issuer or Affiliate Present Intention and Recommendation of Certain Persons With Regard to the Transaction Reports, Opinions, Appraisals and Certain Negotiations
1	1st Page - Filing Submission
2	Introduction
6	Item 1
"	Item 2. Identity and Background
"	Item 3. Past Contacts, Transactions or Negotiations
"	Item 4
"	Item 5. Plans or Proposals of the Issuer or Affiliate
7	Item 6
"	Item 7
"	Item 8
"	Item 9. Reports, Opinions, Appraisals and Certain Negotiations
"	Item 10
8	Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's Securities
"	Item 12. Present Intention and Recommendation of Certain Persons With Regard to the Transaction
"	Item 13
"	Item 14
"	Item 14. Financial Information
"	Item 15. Persons and Assets Employed, Retained or Utilized
"	Item 16. Additional Information
9	Item 17. Material to be Filed as Exhibits

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FINAL AMENDMENT 

TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)

BIC CORPORATION 
(NAME OF ISSUER)

SOCIETE BIC S.A., BIC MERGER CORPORATION, 
BRUNO BICH, AS VOTING TRUSTEE,
AND BIC CORPORATION 
(NAME OF PERSON(S) FILING STATEMENT)

COMMON SHARES, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

088734108 
(CUSIP NUMBER OF CLASS OF SECURITIES) 

THOMAS M. KELLEHER, ESQ.
GENERAL COUNSEL AND SECRETARY 
BIC CORPORATION 
500 BIC DRIVE 
MILFORD, CT 06460 
(203) 783-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE 
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT) 

COPIES TO:

                                                                [Download Table]
                                                                        
  MARIE-AIMEE BICH-DUFOUR       ANDREW L. SOMMER       PETER D. LYONS   
VICE PRESIDENT AND SECRETARY  DEBEVOISE & PLIMPTON  SHEARMAN & STERLING 
      SOCIETE BIC S.A.          875 THIRD AVENUE    599 LEXINGTON AVENUE
        9, RUE PETIT           NEW YORK, NY 10022    NEW YORK, NY 10022 
    92110 CLICHY FRANCE          (212) 909-6000        (212) 848-4000   
    011-331-45-19-52-00                                                 

This statement is filed in connection with (check the appropriate box):         

i.   /X/  The filing of solicitation materials or an information statement      
         subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [sec.
240.13e-3(c)] under the Securities Exchange Act of 1934.    

ii.   / /  The filing of a registration statement under the Securities Act of   
1933.                                                     

iii.  / /  A tender offer.                                                      

iv.  / /  None of the above.                                                    

Check the following box if the soliciting materials or information    
statement referred to in checking box (a) are preliminary copies:  / /          

CALCULATION OF FILING FEE 

                                                        [Enlarge/Download Table]
                                                                                                             
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                                                        [Enlarge/Download Table]

                             TRANSACTION VALUATION*                                  AMOUNT OF FILING FEE**  
                                                                                                             
-------------------------------------------------------------------------------------------------------------
     $218,878,038................................................................          $43,775.61        
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 *   5,404,396 Common Shares, par value $1.00 per share, of BIC Corporation (the
     "Common Shares") to be converted into the right to receive $40.50 per share
in cash.                                                              

**  The amount of the filing fee, calculated in accordance with Regulation      
240.0-11 of the Securities Exchange Act of 1934 equals 1/50th of one per
cent of the transaction value.                                          

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

Amount Previously Paid: $43,775.61                                    
Form or Registration No.: Schedule 14A                                
Filing Party: BIC Corporation                                         
Date Filed: August 28, 1995                                           
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INTRODUCTION

    This Amendment is the Final Amendment to and it amends and supplements the
Schedule 13E-3 Transaction Statement filed on August 28, 1995 (as amended by    
Amendment No. 1 thereto filed on October 6, 1995, and by Amendment No. 2 thereto
filed on November 1, 1995, the "Statement") by Societe BIC S.A., a societe      
anonyme organized under the laws of the Republic of France ("Parent"), BIC      
Merger Corporation ("Mergeco"), a New York corporation and a majority-owned     
subsidiary of Parent, Bruno Bich, as voting trustee (the "Voting Trustee")      
pursuant to the Voting Trust Agreement, dated as of February 5, 1991, by and    
among the Company, Parent, Marcel L. Bich, Neil A. Pollio, Bruno Bich and       
Francois Bich (as amended, the "Voting Trust Agreement") and BIC Corporation, a 
New York corporation (the "Company") in connection with an Agreement and Plan of
Merger, dated as of August 15, 1995 (the "Merger Agreement"), by and among      
Parent, Mergeco, the Company and Bruno Bich, as Voting Trustee.                 

  This Final Amendment is filed pursuant to Rule 13(e)-3(d)(3) promulgated
under the Securities Exchange Act of 1934 to report the consummation, on        
December 6, 1995, of the merger of Mergeco with and into the Company (the       
"Merger") and to include as an exhibit to the Statement a press release issued  
by Parent and the Company on December 6, 1995 regarding such consummation.      

The following Cross Reference Sheet is supplied pursuant to General   
Instruction F to Schedule 13E-3 and shows the location in the definitive proxy  
statement filed by the Company with the Securities and Exchange Commission on   
November 1, 1995 (including all annexes and schedules thereto, the "Definitive  
Proxy Statement") of the information required to be included in response to the 
items of this Statement. The information in the Definitive Proxy Statement, a   
copy of which is attached hereto as Exhibit (d)(1), is hereby expressly         
incorporated by reference and the responses to each item are qualified in their 
entirety by the provisions of the Definitive Proxy Statement.                   

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CROSS REFERENCE SHEET SHOWING LOCATION IN 

DEFINITIVE PROXY STATEMENT OF INFORMATION 

REQUIRED BY ITEMS IN SCHEDULE 13E-3 

                                                        [Enlarge/Download Table]

                                                             LOCATION IN DEFINITIVE           
               SCHEDULE 13E-3 ITEM                               PROXY STATEMENT              
-------------------------------------------------  -------------------------------------------
                                                                                              
  1.  Issuer and Class of Security Subject to the                                             
      Transaction                                                                             
      Item 1(a)..................................  Cover Page and "The Parties"               
      Item 1(b)..................................  Cover Page and "Introduction -- Record     
                                                   Date; Quorum; Required Vote"               
      Item 1(c)..................................  "Market Prices and Dividends"              
      Item 1(d)..................................  "Market Prices and Dividends"              
      Item 1(e)..................................  Not applicable                             
      Item 1(f)..................................  "Transactions by Certain Persons in Common 
                                                   Shares"                                    
  2.  Identity and Background                                                                 
      Items 2(a)-(d) and (g).....................  Cover Page; "Introduction -- General" and  
                                                   "-- The Special Meeting"; "The Parties";   
                                                   and "Management of Parent, Mergeco and the 
                                                   Company"                                   
      Items 2(e) and (f).........................  Not applicable                             
  3.  Past Contacts, Transactions or Negotiations                                             
      Item 3(a)(1)...............................  "Special Factors -- Interest of Certain    
                                                   Persons in the Merger"                     
      Item 3(a)(2) and (b).......................  "Special Factors -- Background of the      
                                                   Merger" and "-- Certain Litigation"        
  4.  Terms of Transaction                                                                    
      Item 4(a)..................................  "Introduction -- Record Date; Quorum;      
                                                   Required Vote"; and "The Merger"           
      Item 4(b)..................................  "Introduction -- Record Date; Quorum;      
                                                   Required Vote"; "Special                   
                                                   Factors -- Interest of Certain Persons in  
                                                   the Merger"; and "The Merger --            
                                                   General -- Treatment of Shares in the      
                                                   Merger"                                    
  5.  Plans or Proposals of the Issuer or                                                     
      Affiliate                                                                               
      Items 5(a)-(g).............................  "Special Factors -- Certain Effects of the 
                                                   Merger"; "-- Plans for the Company After   
                                                   the Merger", and "-- Interest of Certain   
                                                   Persons in the Merger"                     
  6.  Source and Amounts of Funds or Other                                                    
      Consideration                                                                           
      Item 6(a)..................................  "The Merger -- Payment for Public Shares;  
                                                   Sources of Funds"                          
      Item 6(b)..................................  "Special Factors -- Fees and Expenses"     
      Item 6(c) and (d)..........................  Not applicable                             
  7.  Purpose(s), Alternatives, Reasons and                                                   
      Effects                                                                                 
      Items 7(a) and (c).........................  "Special Factors -- Background of the      
                                                   Merger" and "-- Purpose and Structure of   
                                                   the Merger"                                
      Item 7(b)..................................  "Special Factors -- Background of the      
                                                   Merger"                                    

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                                                        [Enlarge/Download Table]

                                                             LOCATION IN DEFINITIVE           
               SCHEDULE 13E-3 ITEM                               PROXY STATEMENT              
-------------------------------------------------  -------------------------------------------
                                                                                              
      Item 7(d)..................................  "Special Factors -- Background of the      
                                                   Merger," "-- Certain Effects of the        
                                                   Merger"; "-- Plans for the Company After   
                                                   the Merger" and "-- Certain U.S. Federal   
                                                   Income Tax Consequences"; and "The         
                                                   Merger -- Accounting Treatment"            
  8.  Fairness of the Transaction                                                             
      Item 8(a)..................................  "Special Factors -- Recommendations of the 
                                                   Special Committee and Board of Directors of
                                                   the Company; Fairness of the Merger"       
      Item 8(b)..................................  "Special Factors -- Background of the      
                                                   Merger," "-- Recommendations of the Special
                                                   Committee and Board of Directors of the    
                                                   Company; Fairness of the Merger,";         
                                                   "-- Purpose and Structure of the Merger";  
                                                   and "-- Opinion of Goldman, Sachs & Co.;   
                                                   Summary of Financial Analyses"             
      Item 8(c)..................................  "Introduction -- Record Date; Quorum;      
                                                   Required Vote"; and "The                   
                                                   Merger -- General -- Conditions to the     
                                                   Merger; Amendment, Waiver and Termination" 
      Item 8(d)..................................  "Special Factors -- Background of the      
                                                   Merger," "-- Recommendations of the Special
                                                   Committee and Board of Directors of the    
                                                   Company; Fairness of the Merger" and       
                                                   "-- Opinion of Goldman, Sachs & Co.;       
                                                   Summary of Financial Analyses"             
      Item 8(e)..................................  "Special Factors -- Background of the      
                                                   Merger"                                    
      Item 8(f)..................................  Not applicable                             
  9.  Reports, Opinions, Appraisals and Certain                                               
      Negotiations                                                                            
      Items 9(a)-(c).............................  "Special Factors -- Background of the      
                                                   Merger" and "-- Opinion of Goldman, Sachs &
                                                   Co.; Summary of Financial Analyses";       
                                                   Exhibit(b)(1)                              
 10.  Interest in Securities of the Issuer.......                                             
      Item 10(a).................................  "Introduction -- Record Date; Quorum;      
                                                   Required Vote"; "Special                   
                                                   Factors -- Interest of Certain Persons in  
                                                   the Merger"; and "Ownership of Common      
                                                   Shares"                                    
      Item 10(b).................................  "Transactions by Certain Persons in Common 
                                                   Shares"                                    
 11.  Contracts, Arrangements or Understandings                                               
      with Respect to the Issuer's Securities....  "Special Factors -- Interest of Certain    
                                                   Persons in the Merger -- Voting Trust      
                                                   Agreement"; "The Merger"; Annex A to the   
                                                   Definitive Proxy Statement; and            
                                                   Exhibit(c)(2), (c)(3) and (c)(4)           
 12.  Present Intention and Recommendation of                                                 
      Certain Persons with Regard to the                                                      
      Transaction                                                                             
      Items 12(a)-(b)............................  "Introduction -- The Special Meeting" and  
                                                   "-- Record Date; Quorum; Required Vote";   
                                                   and "Special Factors -- Recommendations of 
                                                   the Special Committee and Board of         
                                                   Directors of the Company; Fairness of the  
                                                   Merger" and "-- Interest of Certain Persons
                                                   in the Merger"                             

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                                                        [Enlarge/Download Table]

                                                             LOCATION IN DEFINITIVE           
               SCHEDULE 13E-3 ITEM                               PROXY STATEMENT              
-------------------------------------------------  -------------------------------------------
                                                                                              
 13.  Other Provisions of the Transaction                                                     
      Item 13(a).................................  "The Merger -- Dissenters' Rights" and     
                                                   Annex C to the Definitive Proxy Statement  
      Items 13(b) and (c)........................  Not applicable                             
 14.  Financial Information                                                                   
      Item 14(a).................................  "Selected Consolidated Financial Data of   
                                                   the Company"; Exhibits (g)(1) and (g)(2)   
      Item 14(b).................................  Not applicable                             
 15.  Persons and Assets Employed, Retained                                                   
      or Utilized                                                                             
      Items 15(a) and (b)........................  "Introduction -- Solicitation of Proxies"; 
                                                   "Special Factors -- Fees and Expenses";    
                                                   "-- Background of the Merger"; and         
                                                   "-- Opinion of Goldman, Sachs & Co.;       
                                                   Summary of Financial Analyses"             
 16.  Additional Information.....................  Definitive Proxy Statement in its entirety 
 17.  Material to be Filed as Exhibits...........  Separately included herewith               

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ITEM 1.  ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.               

 (a) The name of the issuer of the class of equity security which is the
subject of the Rule 13e-3 transaction is BIC Corporation and the address of its 
principal executive offices is 500 BIC Drive, Milford, CT 06460. All cross      
references in this Statement refer to captions in the Definitive Proxy          
Statement.                                                                      

    (b) The relevant information set forth on the Cover Page of the Definitive
Proxy Statement and under the caption "Introduction -- Record Date; Quorum;     
Required Vote" is incorporated herein by reference.                             

    (c) The relevant information set forth under the caption "Market Price and
Dividends" is incorporated herein by reference.                                 

    (d) The relevant information set forth under the caption "Market Price and
Dividends" is incorporated herein by reference.                                 

(e) Not Applicable.                                                   

    (f) The relevant information set forth in "Transactions by Certain Persons
in Common Shares" is incorporated herein by reference.                          

ITEM 2.  IDENTITY AND BACKGROUND.                                               

 (a)-(d) and (g) This Statement is being filed by Parent, Mergeco, Bruno
Bich, as Voting Trustee, and the Company (the last being the issuer of the      
subject security). The relevant information set forth on the Cover Page of the  
Definitive Proxy Statement and set forth under the captions                     
"Introduction -- General" and "-- the Special Meeting," "The Parties" and       
"Management of Parent, Mergeco and the Company" is incorporated herein by       
reference.                                                                      

  (e) and (f) During the last 5 years, none of Parent, Mergeco, the Voting
Trustee and the Company or, to the best of Parent's, Mergeco's, the Voting      
Trustee's or the Company's knowledge, any of the persons listed in "Management  
of Parent, Mergeco and the Company" (i) has been convicted in a criminal        
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a 
party to a civil proceeding of a judicial or administrative body of competent   
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities 
subject to, federal or state securities laws or finding any violations of such  
laws.                                                                           

ITEM 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.                           

(a)(1) The relevant information set forth under the caption "Special  
Factors -- Interest of Certain Persons in the Merger" is incorporated herein by 
reference.                                                                      

(a)(2) and (b) The relevant information set forth under the captions  
"Special Factors -- Background of the Merger" and "-- Certain Litigation" is    
incorporated herein by reference.                                               

ITEM 4.  TERMS OF THE TRANSACTION.                                              

(a) The relevant information set forth under the captions             
"Introduction -- Record Date; Quorum; Required Vote" and "The Merger" is        
incorporated herein by reference.                                               

(b) The relevant information set forth under the captions             
"Introduction -- Record Date; Quorum; Required Vote," "Special                  
Factors -- Interest of Certain Persons in the Merger," and "The Merger --       
General -- Treatment of Shares in the Merger" is incorporated herein by         
reference.                                                                      

ITEM 5.  PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.                         

(a)-(g) The relevant information set forth under the caption "Special 
Factors -- Certain Effects of the Merger"; "-- Plans for the Company After the  
Merger" and "-- Interest of Certain Persons in the Merger" is incorporated      
herein by reference.                                                            

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ITEM 6.  SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.                    

(a) The relevant information set forth under the caption "The         
Merger -- Payment for Public Shares; Sources of Funds" is incorporated herein by
reference.                                                                      

(b) The relevant information set forth under the caption "Special     
Factors -- Fees and Expenses" is incorporated herein by reference.              

(c) and (d) Not applicable.                                           

ITEM 7.  PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.                         

    (a) and (c) The relevant information set forth under the captions "Special
Factors -- Background of the Merger" and "-- Purpose and Structure of the       
Merger" is incorporated herein by reference.                                    

(b) The relevant information set forth under the caption "Special     
Factors -- Background of the Merger" is incorporated herein by reference.       

(d) The relevant information set forth under the captions "Special    
Factors -- Background of the Merger," "-- Certain Effects of the Merger",       
"-- Plans for Company After the Merger" and "-- Certain U.S. Federal Income Tax 
Consequences" and "The Merger -- Accounting Treatment" is incorporated herein by
reference.                                                                      

ITEM 8.  FAIRNESS OF THE TRANSACTION.                                           

(a) The relevant information set forth under the captions "Special    
Factors -- Recommendation of the Special Committee and Board of Directors of the
Company; Fairness of the Merger" is incorporated herein by reference.           

(b) The relevant information set forth under the captions "Special    
Factors -- Background of the Merger," "-- Recommendation of the Special         
Committee and Board of Directors of the Company; Fairness of the Merger,"       
"-- Purpose and Structure of the Merger", and "-- Opinion of Goldman, Sachs &   
Co.; Summary of Financial Analyses" is incorporated herein by reference.        

(c) The relevant information set forth under the captions             
"Introduction -- Record Date; Quorum; Required Vote," and "The                  
Merger -- Conditions to the Merger; Amendment, Waiver and Termination" is       
incorporated herein by reference.                                               

(d) The relevant information set forth under the captions "Special    
Factors -- Background of the Merger," "-- Recommendation of the Special         
Committee and Board of Directors of the Company; Fairness of the Merger", and   
"-- Opinion of Goldman, Sachs & Co.; Summary of Financial Analyses" is          
incorporated herein by reference.                                               

(e) The relevant information set forth under the caption "Special     
Factors -- Background of the Merger" is incorporated herein by reference.       

(f) Not applicable.                                                   

ITEM 9.  REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.                

(a)-(c) The relevant information set forth under the captions "Special
Factors -- Background of the Merger", and "-- Opinion of Goldman, Sachs & Co.;  
Summary of Financial Analyses" and in Exhibit (b)(1) to this Statement is       
incorporated herein by reference.                                               

ITEM 10.  INTEREST IN SECURITIES OF THE ISSUER.                                 

(a) The relevant information set forth under the captions             
"Introduction -- Record Date; Quorum; Required Vote"; "Special                  
Factors -- Interest of Certain Persons in the Merger" and "Ownership of Common  
Shares" is incorporated herein by reference.                                    

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    (b) The relevant information set forth in "Transactions by Certain Persons
in Common Shares" is incorporated herein by reference.                          

ITEM 11.  CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.                                                 

The relevant information set forth under the captions "Special        
Factors -- Interest of Certain Persons in the Merger" and "The Merger" and in   
Annex A to the Definitive Proxy Statement is incorporated herein by reference,  
and pursuant to Instruction D to Schedule 13E-3, the Voting Trust Agreement,    
dated as of February 5, 1991, by and among the Company, Parent, Marcel L. Bich, 
Neil Pollio, Bruno Bich and Francois Bich, as amended February 3, 1992, for the 
purpose of naming Alexander Alexiades as successor voting trustee and the       
Amendment to Voting Trust Agreement, dated July 5, 1993, is incorporated herein 
by reference.                                                                   

ITEM 12.  PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.                                            

(a) and (b) The relevant information set forth under the captions     
"Introduction -- The Special Meeting"; "-- Record Date; Quorum; Required Vote"; 
"Special Factors -- Recommendations of the Special Committee and Board of       
Directors; Fairness of the Merger" and "-- Interest of Certain Persons in the   
Merger" is incorporated herein by reference.                                    

ITEM 13.  OTHER PROVISIONS OF THE TRANSACTION.                                  

(a) The relevant information set forth under the caption "The         
Merger -- Dissenters' Rights" and in Annex C to the Definitive Proxy Statement  
is incorporated herein by reference.                                            

(b) and (c) Not applicable.                                           

ITEM 14.  FINANCIAL INFORMATION.                                                

(a) The relevant information set forth under the caption "Selected    
Consolidated Financial Data of the Company" in the Definitive Proxy Statement is
incorporated by reference herein and, pursuant to Instruction D to Schedule     
13E-3, the following are incorporated by reference herein: (i) the "Consolidated
Financial Statements and Financial Statement Schedules" from the Company's      
Annual Report on Form 10-K for the fiscal year ended January 1, 1995 (copies of 
which is filed as Exhibit (g)(1) to this Statement); and (ii) Part I, "Financial
Information," Item 1, "Condensed Consolidated Financial Statements" from the    
Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 1995   
(copies of which are filed as Exhibit (g)(2) to this Statement).                

(b) Not applicable.                                                   

ITEM 15.  PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.                    

(a) and (b) The relevant information set forth under the captions     
"Introduction -- Solicitation of Proxies", "Special Factors -- Fees and         
Expenses"; "-- Background of the Merger", "-- Opinion of Goldman, Sachs & Co.;  
Summary of Financial Analyses" is incorporated herein by reference.             

ITEM 16.  ADDITIONAL INFORMATION.                                               

     The response to Item 16 is hereby amended by the addition of the following:

  A special meeting of shareholders of the Company was held on December 6,
1995. At such special meeting, the Merger Agreement and the Merger were approved
and adopted by the requisite votes of shareholders of the Company in accordance 
with the requirements of Section 903 of the New York Business Corporation Law   
(the "NYBCL").                                                                  

The Merger occurred on December 6, 1995, upon the effectiveness of a  
Certificate of Merger filed by the Secretary of State of the State of New York  
(the time the Merger became effective is referred to as the "Effective Time").  
The Company was the surviving corporation in the Merger (the "Surviving         
Corporation").                                                                  

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As of the Effective Time: (i) each share of common stock, par value $1.00 per   
share, of the Company ("Common Shares") outstanding immediately prior to the    
Effective Time and owned by holders other than the shareholders of Mergeco      
(other than shares held by holders, if any, who were entitled to and properly   
elected to dissent in accordance with Sections 623 and 910 of the NBCL), was    
converted into the right to receive $40.50 in cash, without interest; (ii) each 
Common Share held in the Company's treasury or owned beneficially or of record  
by the shareholders of Mergeco was, by virtue of the Merger, canceled and       
retired and ceased to exist, without any conversion thereof; and (iii) each     
common share, par value $.001 per share, and each preferred share, par value    
$.001 per share of Mergeco outstanding immediately prior to the Effective Time  
was, by virtue of the Merger, converted into, and exchangeable for, one fully   
paid and non-assessable common share, par value $1.00 of the Surviving          
Corporation.                                                                    

   A copy of a press release issued by Parent and the Company on December 6,
1995 is attached hereto as Exhibit (g)(3) and is incorporated by reference      
herein.                                                                         

ITEM 17.  MATERIAL TO BE FILED AS EXHIBITS.                                     

                                                                [Download Table]
                                                                                   
(a)     Not applicable.                                                            
(b)(1)  Opinion of Goldman, Sachs & Co., dated August 15, 1995.                    
(b)(2)  A report by Goldman, Sachs & Co. to the Special Committee, dated August 15,
        1995, on certain financial analyses.*                                      
(b)(3)  A report by Donaldson, Lufkin & Jenrette Securities Corporation to Parent, 
        dated June 22, 1995, on certain financial analyses.*                       
(b)(4)  A report by Donaldson, Lufkin & Jenrette Securities Corporation to Parent, 
        dated July 10, 1995, on certain financial analyses.*                       
(c)(1)  Agreement and Plan of Merger, dated as of August 15, 1995, by and among    
        Parent, Mergeco, the Company and Bruno Bich, as Voting Trustee, is         
        incorporated by reference from Annex A to the Definitive Proxy Statement   
        filed as Exhibit (d)(1) hereto.                                            
(c)(2)  Voting Trust Agreement, dated as of February 5, 1991, by and among the     
        Company, Parent, Marcel L. Bich, Neil Pollio, Bruno Bich and Francois      
        Bich.*                                                                     
(c)(3)  Amendment to Voting Trust Agreement, dated as of February 3, 1992, by and  
        among the Company, Parent, Marcel L. Bich, Bruno Bich, Francois Bich and   
        Alexander Alexiades.*                                                      
(c)(4)  Amendment No. 2 to Voting Trust Agreement, dated as of July 5, 1993, by and
        among the Company, Parent, Marcel L. Bich, Bruno Bich, Alexander Alexiades 
        and Bermuda Trust Company Limited.*                                        
(c)(5)  Form of Stipulation of Settlement pertaining to In re BIC Corp.            
        Shareholders Litigation.*                                                  
(d)(1)  Definitive Proxy Statement of the Company for the Special Meeting of       
        Shareholders of the Company.                                               
(e)(1)  Statement of appraisal rights is incorporated by reference from Annex C to 
        the Definitive Proxy Statement filed as Exhibit (d)(1) hereto.             
(f)     Not applicable.                                                            
(g)(1)  Consolidated Financial Statements and Financial Statement Schedules from   
        the Company's Annual Report on Form 10-K for the fiscal year ended January 
        1, 1995.*                                                                  
(g)(2)  Part I, "Financial Information," Item 1, "Condensed Consolidated Financial 
        Statements" from the Company's Quarterly Report on Form 10-Q for the fiscal
        quarter ended October 1, 1995.*                                            
(g)(3)  Press release issued by Parent and the Company on December 6, 1995.        

---------------                                                                 
* Previously filed                                                              

 4

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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. 

                   BIC CORPORATION

Date: December 7, 1995                    By: /s/  THOMAS M. KELLEHER           

                                            ------------------------------------
                                      Name: Thomas M. Kelleher, Esq.
                                   Title:  General Counsel and
                                 Secretary

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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. 

                    SOCIETE BIC S.A.

Date: December 7, 1995                    By: /s/  BRUNO BICH                   

                                            ------------------------------------
                        Name: Bruno Bich
                                         Title:  Chairman of the Board and
                                 President

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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. 

                                 BRUNO BICH, AS VOTING TRUSTEE

Date: December 7, 1995                    By: /s/  BRUNO BICH                   

                                            ------------------------------------
                        Name: Bruno Bich
                                          Title:  as voting trustee pursuant
                                           to the Voting Trust
                                 Agreement

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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. 

                          BIC MERGER CORPORATION

Date: December 7, 1995                    By: /s/  BRUNO BICH                   

                                            ------------------------------------
                        Name: Bruno Bich
                                       Title:  President and Treasurer

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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

                                                                                      PAGE IN   
                                                                                    SEQUENTIALLY
                                                                                      NUMBERED  
EXHIBIT                                 DESCRIPTION                                     COPY    
-------  -------------------------------------------------------------------------  ------------
                                                                                                
(a)      Not applicable.                                                                        
(b)(1)   Opinion of Goldman, Sachs & Co., dated August 15, 1995.                                
(b)(2)   A report by Goldman, Sachs & Co. to the Special Committee, dated August                
         15, 1995, on certain financial analyses.*                                              
(b)(3)   A report by Donaldson, Lufkin & Jenrette Securities Corporation to                     
         Parent, dated June 22, 1995, on certain financial analyses.*                           
(b)(4)   A report by Donaldson, Lufkin & Jenrette Securities Corporation to                     
         Parent, dated July 10, 1995, on certain financial analyses.*                           
(c)(1)   Agreement and Plan of Merger, dated as of August 15, 1993, among the                   
         Company, Parent, Mergeco and Bruno Bich, as voting trustee, is                         
         incorporated by reference from Annex A to the Definitive Proxy Statement               
         filed as Exhibit (d)(1) hereto.                                                        
(c)(2)   Voting Trust Agreement, dated as of February 5, 1991, by and among the                 
         Company, Parent, Marcel L. Bich, Neil Pollio, Bruno Bich and Francois                  
         Bich.*                                                                                 
(c)(3)   Amendment to Voting Trust Agreement, dated as of February 3, 1992, by and              
         among the Company, Parent, Marcel L. Bich, Bruno Bich, Francois Bich and               
         Alexander Alexiades.*                                                                  
(c)(4)   Amendment No. 2 to Voting Trust Agreement, dated as of July 5, 1993, by                
         and among the Company, Parent, Marcel L. Bich, Bruno Bich, Alexander                   
         Alexiades and Bermuda Trust Company Limited.*                                          
(c)(5)   Form of Stipulation of Settlement pertaining to In re BIC Corp.                        
         Shareholders Litigation.*                                                              
(d)(1)   Definitive Proxy Statement of the Company for the Special Meeting of                   
         Shareholders of the Company.                                                           
(e)(1)   Statement of appraisal rights is incorporated by reference from Annex C                
         to the Definitive Proxy Statement filed as Exhibit (d)(1) hereto.                      
(f)      Not applicable.                                                                        
(g)(1)   Consolidated Financial Statements and Financial Statement Schedules from               
         the Company's Annual Report on Form 10-K for the fiscal year ended                     
         January 1, 1995.*                                                                      
(g)(2)   Part I, "Financial Information," Item 1, "Condensed Consolidated                       
         Financial Statements" from the Company's Quarterly Report on Form 10-Q                 
         for the fiscal quarter ended October 1, 1995.*                                         
(g)(3)   Press release issued by Parent and the Company on December 6, 1995.                    

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

* Previously filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF13E3’ Filing	Date	First	Last	Other Filings

Filed on:	12/7/95	10	13
	12/6/95	2	14
	11/1/95	2		DEFM14A, PRE13E3/A, PRER14A
	10/6/95	2		PRE13E3/A, PRER14A
	10/1/95	8	14	10-Q
	8/28/95	1	2	PRE13E3, PREM14A
	8/15/95	2	14	8-K
	7/10/95	9	14
	6/22/95	9	14
	1/1/95	8	14	10-K, 10-K/A
	8/15/93	14
	7/5/93	8	14
	2/3/92	8	14
				List all Filings

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Filing Submission 0000950123-95-003630 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bic Corp – ‘DEF13E3’ on 12/7/95 re: Bic Corp

As of: Thursday, 12/7/95 · Accession #: 950123-95-3630 · File #: 5-12083

Definitive Proxy Solicitation Material — Going-Private Transaction Statement — Schedule 13E-3Filing Table of Contents

DEF13E3 — Final Amendment to Schedule 13E-3Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Going-Private Transaction Statement — Schedule 13E-3
Filing Table of Contents

DEF13E3 — Final Amendment to Schedule 13E-3
Document Table of Contents