SC TO-T 1 w41209scto-t.txt SCHEDULE TO 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO RULE 14d-100 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BLOCK DRUG COMPANY, INC. (NAME OF SUBJECT COMPANY (ISSUER)) SMITHKLINE BEECHAM PLC (OFFEROR) AND SB ACQUISITION CORP. (OFFEROR) (NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON)) CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE (TITLE OF CLASS OF SECURITIES) 093644102 (CUSIP NUMBER OF CLASS OF SECURITIES) JAMES R. BEERY SMITHKLINE BEECHAM PLC ONE NEW HORIZON COURT BRENTFORD, MIDDLESEX TW8 9EP ENGLAND (011 44) 208-975-2000 Copies to: JAMES F. MUNSELL CLEARY, GOTTLIEB, STEEN & HAMILTON ONE LIBERTY PLAZA NEW YORK, NY 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* AMOUNT OF FILING FEE** ------------------------------------------------------------------------------------------------------ $770,703,846 $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. ** The filing fee, calculated in accordance with Rule 0-11, is 1/50th of one percent of the aggregate Transaction Value. [ ] 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: Filing Party: Form or Registration No.: Date Filed: [ ] 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. [ ] -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by SB Acquisition Corp., a New Jersey corporation ("Purchaser") and a wholly owned subsidiary of SmithKline Beecham plc, a public limited company organized under the laws of England and Wales ("Parent"). This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of Class A common stock, par value $.10 per share, of Block Drug Company, Inc. (the "Class A Stock") at a purchase price of $53.00 per share, net to the seller in cash. This Schedule TO does not relate to the separate but simultaneous offer by the Purchaser to purchase all of the outstanding shares of Class B common stock, par value $.10 per share, of Block Drug Company, Inc. (the "Class B Stock" and, collectively with the outstanding shares of Class A Stock, the "Shares"), at a purchase price of $53.00 per share, net to the seller in cash. Such offers are being made together upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 19, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), together with any amendments or supplements thereto. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1-9 and 11 of this Schedule TO. The Agreement and Plan of Merger, dated as of October 7, 2000, among Parent, Purchaser and the Company, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 5 and 11 of this Schedule TO. ITEM 10. FINANCIAL STATEMENTS Not applicable ITEM 12. EXHIBITS (a)(1)(A) Offer to Purchase, dated as of October 19, 2000 (a)(1)(B) Form of Letter of Transmittal (a)(1)(C) Form of Notice of Guaranteed Delivery (a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(1)(G) Text of Press Release issued by Parent and the Company on October 9, 2000 (incorporated by reference to the Schedule TO-C filed by SmithKline Beecham plc and SB Acquisition Corp. on October 11, 2000) (a)(1)(H) Summary Advertisement as published in the Wall Street Journal on October 19, 2000 (b) Not applicable (d)(1) Agreement and Plan of Merger, dated as of October 7, 2000, among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the report on Form 8-K filed by Block Drug Company, Inc. on October 9, 2000) (d)(2) Block Drug Company, Inc. Voting and Tender Agreement, dated as of October 7, 2000, among Parent, Purchaser and certain shareholders of the Company (incorporated by reference to Exhibit 2.2 to the report on Form 8-K filed by Block Drug Company, Inc. on October 9, 2000) (g) Not applicable (h) Not applicable
2 3 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: October 19, 2000 SMITHKLINE BEECHAM PLC By: /s/ JAMES R. FORD ------------------------------------ Name: James R. Ford Title: Attorney-in-Fact 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: October 19, 2000 SB ACQUISITION CORP. By: /s/ DONALD F. PARMAN ------------------------------------ Name: Donald F. Parman Title: Assistant Secretary 3 4 EXHIBIT INDEX
EXHIBIT NUMBER -------------- DESCRIPTION (a)(1)(A) Offer to Purchase, dated as of October 19, 2000 (a)(1)(B) Form of Letter of Transmittal (a)(1)(C) Form of Notice of Guaranteed Delivery (a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(1)(G) Text of Press Release issued by Parent and the Company on October 9, 2000 (incorporated by reference to the Schedule TO-C filed by SmithKline Beecham plc and SB Acquisition Corp. on October 11, 2000) (a)(1)(H) Summary Advertisement as published in the Wall Street Journal on October 19, 2000 (d)(1) Agreement and Plan of Merger, dated as of October 7, 2000, among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the report on Form 8-K filed by Block Drug Company, Inc. on October 9, 2000) (d)(2) Block Drug Company, Inc. Voting and Tender Agreement, dated as of October 7, 2000, among Parent, Purchaser and certain shareholders of the Company (incorporated by reference to Exhibit 2.2 to the report on Form 8-K filed by Block Drug Company, Inc. on October 9, 2000) (i) Power of Attorney