-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WbbvLZPkWCNwzcx5wDPmdQhzoNssS+I9rQ7rxlIv6Py3hxFVKqOMnvdnyhAKXt7a OW2Ya6J95opCP4O0FdPnww== 0000903423-01-000023.txt : 20010123 0000903423-01-000023.hdr.sgml : 20010123 ACCESSION NUMBER: 0000903423-01-000023 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010116 GROUP MEMBERS: SB ACQUISITION CORP. GROUP MEMBERS: SMITHKLINE BEECHAM HOLDINGS CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLOCK DRUG CO INC CENTRAL INDEX KEY: 0000012654 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 221375645 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-53051 FILM NUMBER: 1509592 BUSINESS ADDRESS: STREET 1: 257 CORNELISON AVE CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2014343000 MAIL ADDRESS: STREET 1: 257 CORNELISON AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHKLINE BEECHAM HOLDINGS CORP CENTRAL INDEX KEY: 0001017691 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 510374608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1403 FOULK RD STE 102 CITY: WILMINGTON STATE: DE ZIP: 19803-2775 BUSINESS PHONE: 3024795801 MAIL ADDRESS: STREET 1: 1403 FOULK RD STE 102 CITY: WILMINGTON STATE: DE ZIP: 19803-2775 SC TO-T/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 ------------- SCHEDULE TO-T/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4 - Final Amendment)* Block Drug Company, Inc. - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) SB Acquisition Corp. and SmithKline Beecham Holdings Corporation - -------------------------------------------------------------------------------- (Name of Filing Persons (Offerors)) Class A Common Stock, Par Value $.10 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 093644102 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Donald F. Parman, Esq. SmithKline Beecham Holdings Corporation One Franklin Plaza Philadelphia, Pennsylvania 19102 (215) 751-7633 Copies to: James F. Munsell, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* 770,703,846 Amount of Filing Fee** 154,141 - -------------------------------------------------------------------------------- *For purposes of calculating the filing fee pursuant to Rule 0-11(d), the Transaction Value was calculated on the basis of (i) 14,541,582 shares of Class A common stock, par value $.10 per share and (ii) the tender offer price of $53.00 per share. The Transaction Value does not include the value of the transaction with respect to the offer to purchase all outstanding shares of Class B common stock, par value $.10 per share, of Block Drug Company, Inc., which shares are not registered under the Securities Exchange Act of 1934, as amended. **This amount has previously been paid. [ ] 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: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A [ ] 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. [ ] 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] This Amendment No. 4, the final amendment (this "Amendment"), amends and supplements the joint Tender Offer Statement on Schedule TO (as amended and supplemented, the "Schedule TO") filed with the Securities and Exchange Commission on October 19, 2000, as previously amended by Amendment No. 1 on November 3, 2000, Amendment No. 2 on December 14, 2000 and Amendment No. 3 on January 12, 2001, by SB Acquisition Corp. ("Purchaser"), a New Jersey corporation and a wholly-owned subsidiary of SmithKline Beecham Holdings Corporation ("SBHC"), a Delaware corporation and an indirect wholly-owned subsidiary of GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales ("GSK"), to purchase all the outstanding shares of Class A common stock, par value $.10 per share (the "Class A Shares"), of Block Drug Company, Inc., a New Jersey corporation (the "Company"), which are not owned by SBHC or its affiliates, at a purchase price of $53.00 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 October 19, 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. The Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding the following: "The Offer expired at 5:00 pm, New York City time, on January 12, 2001. Pursuant to the Offer and based upon the report of the Depositary, the Purchaser has accepted for payment 14,319,496 Class A Shares (including 174,556 Class A Shares tendered by guaranteed delivery) and 8,671,372 Class B Shares. Together with the Shares already held by Parent or its affiliates, Purchaser now owns 14,319,496 Class A Shares and 8,671,372 Class B Shares, representing approximately 98.5% and 100% of the outstanding Class A Shares and Class B Shares, respectively. Reference is hereby made to the press release issued by GSK on January 16, 2001, a copy of which is attached hereto as Exhibit (a)(1)(K) and incorporated herein by reference." ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following exhibit: "(a)(1)(K) Press Release issued by GSK on January 16, 2001." SIGNATURES 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. Dated: January 16, 2001 SMITHKLINE BEECHAM HOLDINGS CORPORATION By: /s/ Donald F. Parman ----------------------------- Name: Donald F. Parman Title: Vice President & Secretary SB ACQUISITION CORP. By: /s/ Donald F. Parman ----------------------------- Name: Donald F. Parman Title: Assistant Secretary EXHIBIT INDEX (a)(1)(11) Press Release issued by GSK on January 16, 2001 EX-99.A.1.11 2 0002.txt Issued: 16th January 2001, London GLAXOSMITHKLINE COMPLETES THE PURCHASE OF BLOCK DRUG FOR $1.24 BILLION Acquisition expands GlaxoSmithKline's presence in oral healthcare and over-the-counter medicines GlaxoSmithKline plc (GSK) today announced the successful completion of its acquisition of Block Drug Company, Inc., the manufacturer of Sensodyne toothpaste and other oral healthcare and consumer products, for $1.24 billion. "This acquisition will significantly enhance our Consumer Healthcare business, putting GSK among the top three consumer healthcare companies in the world, and number two in oral healthcare" said Jean-Pierre Garnier, Chief Executive Officer, GlaxoSmithKline. The Block Drug portfolio of oral healthcare and over-the-counter (OTC) products is expected to add approximately $900 million in annual sales to GSK's global oral healthcare and OTC businesses, increasing GSK's consumer healthcare sales to nearly $5 billion. In addition to Sensodyne, Block Drug's products include Polident/Corega denture cleansers, Poli-Grip/Corega denture adhesive, and a number of other OTC brands. Block Drug has geographic sales well balanced across North America, Europe and International markets, including Japan. With operations in over 100 countries, the company employs approximately 3,000 people in R&D, sales and marketing, manufacturing and distribution. GlaxoSmithKline's pro forma consumer healthcare sales for the first half of 2000 were (pound)1.3 billion, approximately 15 per cent of the group's total sales. With Block Drug, GSK has 12 brands with annual sales over $100 million and household brand names in 130 countries. Oral healthcare brands include Aquafresh and Odol. Other key products include the smoking cessation brands: Nicorette, Nicoderm CQ and Niquitin CQ, Tums antacid, Panadol analgesic and the Ribena, Lucozade and Horlicks nutritional drinks. GlaxoSmithKline - one of the world's leading research-based pharmaceutical and healthcare companies - is committed to improving the quality of human life by enabling people to do more, feel better and live longer. Approximately 14,319,496 shares of Class A common stock (including 174,556 shares tendered by guaranteed delivery) and 8,671,372 shares of Class B common stock, or approximately 98.5 per cent and 100 per cent, respectively, of the Class A and Class B common stock of Block Drug were validly tendered prior to the expiration of the tender offer at 5:00 p.m., New York City time, on Friday 12th January 2001, and were accepted for payment. In accordance with the terms of the merger agreement with Block Drug, SB Acquisition Corp. will merge into Block Drug, and each share of Block Drug common stock not previously purchased in the tender offer will be converted into the right to receive the same $53.00 per share price as offered in the tender offer. Enquiries: UK Media enquiries Martin Sutton (020) 8966 8000 Philip Thomson (020) 8966 8000 Alan Chandler (020) 8975 2290 Neil McCrae (020) 8975 2536 US Media enquiries Jeremy Heymsfeld (215) 751 5166 Mary Anne Rhyne (919) 483 2839 European Analyst/Investor enquiries Jennie Younger (020) 8966 8378 Duncan Learmouth (020) 8966 5961 Joan Toohill (020) 8966 8715 Anita Kidgell (020) 8966 8369 US Analyst/ Investor enquiries Frank Murdolo (212) 308 5185 Tom Curry (215) 751 5419 Jennie Younger (020) 8966 8378 Website address www.gsk.com This press release contains forward-looking statements. GlaxoSmithKline cautions investors that such statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. -----END PRIVACY-ENHANCED MESSAGE-----