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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT
UNDER TO SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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REXALL SUNDOWN, INC.
(NAME OF SUBJECT COMPANY)
NUTRICIA INVESTMENT CORP.
NUTRICIA FLORIDA, L.P.
NUTRICIA FLORIDA, INC.
NUTRICIA INTERNATIONAL B.V.
KONINKLIJKE NUMICO N.V.
(ROYAL NUMICO)
(NAMES OF FILING PERSONS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
761648104
(CUSIP NUMBER OF CLASS OF SECURITIES)
JULITTE VAN DER VEN
NUTRICIA INVESTMENT CORP.
C/O GUY SNYDER, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 609-7500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
GUY E. SNYDER, ESQ.
STEVEN J. GRAY, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7500
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/ / 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: 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: / /
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1
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO , as amended ("Schedule TO") filed May 5, 2000 relating to the offer
by Nutricia Investment Corp. (the "Purchaser"), a Delaware corporation and an
indirect wholly owned subsidiary of Koninklijke Numico ("Parent"), a company
incorporated under the laws of the Netherlands, to purchase all of the issued
and outstanding shares of common stock, par value $0.01 per share, (the "Common
Stock") of Rexall Sundown, Inc. (the "Company"), at a price of $24.00 per share
of Common Stock, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
May 5, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
On May 25, 2000, the Company distributed an amendment to its
Schedule 14D-9 dated May 5, 2000 (the "Schedule 14D-9 Amendment"). The
entire Schedule 14D-9 Amendment is set forth in Exhibit (a)(11).
ITEM 4. TERMS OF THE TRANSACTION.
(a) The first paragraph of Section 2 on page 3 of the Offer to
Purchase is hereby deleted and replaced with the following:
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension), the Purchaser will accept for payment, and will pay for, all Shares
validly tendered and not withdrawn as promptly as practicable after the
Expiration Date.
(b) Section 12 of the Offer to Purchase is hereby amended and
supplemented by adding the following sentence as the first sentence of the
first paragraph of Section 12 on page 35:
All Offer Conditions, other than Required Regulatory Approvals (as
defined below), will be satisfied or waived prior to the Expiration Date.
ITEM 11. ADDITIONAL INFORMATION.
(a) Section 17 of the Offer to Purchase is hereby amended and
supplemented as follows:
Item 8 of the Schedule 14D-9 Amendment, other than the new
subsection (g) concerning the Projections (as defined therein), is
incorporated herein by reference.
(b) The information regarding Koninklijke Numico N.V. and Nutricia
International B.V. on pages A-1 and A-2 of Schedule A to the Offer to Purchase
is hereby amended and restated as follows:
KONINKLIJKE NUMICO N.V. ("Numico) and
NUTRICIA INTERNATIONAL B.V. ("Nutricia International")
The following table sets forth the name, business address, present
principal occupation or employment and five-year employment history of each of
the directors and executive officers of Nutricia International. Each person has
a business address at Rokkeveenseweg 49, 2712 PJ Zoetermeer, P.O. Box 1, 2700 MA
Zoetermeer, the Netherlands, and is a citizen of the Netherlands, unless a
different business address and/or citizenship is indicated under his or her
name. Directors are indicated by an asterisk.
Present Principal Occupation or Employment
Name and Five-Year Employment History
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Erlend Jan van der Hagen*.......Chairman of the Supervisory Board of Numico
and Nutricia International since January 1992.
Mr. van der Hagen is also Chairman of the
Supervisory Board of Hagemeijer N.V.
2
Peter Adrianus Wihelmus Roef*...Member of the Supervisory Board of Numico
and Nutricia International since May 1987.
Mr. Roef is also a member of the Supervisory
Board of Hagemeijer N.B., VNU N.V., Gamma
Holding N.V., Parcon N.V. and Robeco N.V.
Ellis Josst Ruitenberg*.........Member of the Supervisory Board of Numico
and Nutricia International since May 1996.
Mr. Ruitenberg has also served as the General
and Scientific Manager of Central Blood
Transfusion Laboratories of the Red Cross in
Amsterdam for the past five years.
Robert Zwartendijk..............Member of the Supervisory Board of Numico
and Nutricia International since May 1998.
Mr. Zwartendijk served as a member of the
Board of Managing Directors of Koninklijke
Ahold N.V. from 1981 until his retirement in
May 1999. Mr. Zwartendijk also holds the
following positions: Chairman of the
Supervisory Boards of Nutreco Holding N.V.
and Blokker Holding N.V., a member of the
Supervisory Boards of Buhrmann N.V.,
Randstad Holdings N.V. and Innoconcepts N.V.,
and a member of the Board of Telepanel
Systems Inc., Lincoln Snacks, Luis Paez, Disco
Ahold International Holdings N.V. and Ahold
Supermercados.
Cornelius Johannes Brakel*......Member of the Supervisory Board of Numico
and Nutricia International since May 1999.
Mr. Brakel was Chairman and Chief Executive
Officer of Wolters Kluwer from 1991 to May
1999. Mr. Brakel also holds the following
positions: Chairman of the Executive Board of
Wolters Kluwer N.V.; Chairman of the
Supervisory Board of Kappa Packaging
Nederland V.V., Bols Royal Distilleries and
Unique International N.V.; member of the
Supervisory Board of Maxeres N.V. and
Kempen & Co. N.V.
Johannes C.T. Van der Wielen....President, Chief Executive Officer of Numico
and Nutricia International since January 1992
and member of the Executive Board of Numico
and Nutricia International since January 1989,
Mr. van der Wielen is also a member of the
Supervisory Boards of Maxeres Holding N.V.,
Gouda Vuuvast Holding N.V. and Benckiser
N.V. In addition, he is a member of "Raad van
Bestuur" Telindus V.V., a member of the
Advisory Board of ABN AMRO, Chairman of
"Stichting Continuiteit Wolters Kluwer" and a
director of Numico National B.V.
3
Philippe J.M. Misteli...........Chief Financial Officer and a member of the
Executive Board of Numico and Nutricia
International since May 2000. From July 1997
to May 2000, Mr. Misteli served as the Chief
Financial Officer and a member of the Executive
Board of Euro Disney. Prior to that,
Mr. Misteli held various positions with
Unilever, including Chief Financial Officer
North American Division and Head of
Commercial Services.
William E. Watts................Member of the Executive Board since
September 6, 1999. Director of General
Nutrition Companies, Inc. ("GNC") since
October 1991 and director of General
Nutrition, Incorporated ("GNI") since
January 1989. Mr. Watts has served as
President and Chief Executive Officer of GNC
since October 1991, as President of GNI
since September 1988 and as Chief Executive
Officer of GNI since December 1990. He
served as Senior Vice President of GNI from
January 1988 to September 1988 and as Senior
Vice President -- Retailing of GNI between
August 1985 and January 1988. Mr. Watts was
Vice President -- Retail Operations of
General Nutrition Corporation from February
1984 to August 1985 and prior thereto served
as Director of Retail Operations. Mr. Watts
is also a director of CT Farm & Country,
Inc.
Albert H. Eenink................Member of the Executive Board since September
6, 1999. Mr. Albert Eenink joined Numico in
December 1997 and was appointed Director
Research and Development and a member of the
Executive Committee. Prior to joining Numico,
Mr. Eenink founded the National Institute for
Agro/Food Technological Research in
Wageningen in 1990 and was its chief executive
officer until 1997. From 1984 until 1990 he was
director of the National Institute for Plant
Breeding in Wageningen.
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ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
Item 12 is hereby amended and supplemented by adding the following:
(a)(11) Amendment No. 1 to the Schedule 14D-9 dated May 5, 2000.
(a)(12) Press release dated May 25, 2000.
(d)(13) First Amendment, dated May 25, 2000, to the Agreement and Plan of
Merger dated April 30, 2000.
(d)(14) Memorandum of Understanding dated May 25, 2000.
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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: May 25, 2000
KONINKLIJKE NUMICO N.V.
By: /s/ JOHANNES C.T. VAN DER WIELEN
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Name: Johannes C.T. van der Wielen
Title: President and Chief Executive Officer
NUTRICIA INVESTMENT CORP.
By: /s/ JULITTE VAN DER VEN
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Name: Julitte van der Ven
Title: President
NUTRICIA FLORIDA, L.P.
By: Nutricia Florida, Inc., its general
partner
By: /s/ JULITTE VAN DER VEN
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Name: Julitte van der Ven
Title: President
NUTRICIA FLORIDA, INC.
By: /s/ JULITTE VAN DER VEN
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Name: Julitte van der Ven
Title: President
NUTRICIA INTERNATIONAL B.V.
By: /s/ JOHANNES C.T. VAN DER WIELEN
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Name: Johannes C.T. van der Wielen
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit
Number Description
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(a)(11) Amendment No. 1 to the Schedule 14D-9 dated May 5, 2000.
(a)(12) Press release dated May 25, 2000.
(d)(13) First Amendment, dated May 25, 2000, to the Agreement and Plan of
Merger dated April 30, 2000.
(d)(14) Memorandum of Understanding dated May 25, 2000.
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