FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of February 2005
UNILEVER N.V.
(Translation of registrant's name into English)
WEENA 455, 3013 AL, P.O. BOX 760, 3000 DK, ROTTERDAM, THE NETHERLANDS
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
Exhibit 99 attached hereto is incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNILEVER N.V.
/S/ A. BURGMANS
By A. BURGMANS
CHAIRMAN
/S/ J.A.A. VAN DER BIJL
By J.A.A. VAN DER BIJL
SECRETARY
Date:February 10, 2005
EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
99 Notice to London Stock Exchange dated
10 February 2005 - Conversion of Securities
Exhibit 99
UNILEVER N.V. TO CONVERT 5 EUROCENTS PREFERENCE SHARES
The Board of Unilever N.V. today announced it has decided to convert the 5
Eurocents preference shares Unilever N.V. of 1999 into Unilever N.V. ordinary
shares on 15 February 2005 after close of trading. The intention to convert in
the first quarter of 2005, using existing shares, was announced in March 2004.
The conversion will be made with stock held by the company. Unilever N.V. will
then buy ordinary shares in the market in 2005 to the extent required to restore
the group hedging of the share option plans.
The preference shares were offered to holders of Unilever N.V. ordinary shares
as part of the payment of the special dividend in 1999.
In July 2004 a number of holders of the preference shares asked the Enterprise
Chamber of the Amsterdam Court of Appeal to institute an inquiry into the course
of affairs surrounding the preference shares. On December 21, 2004 the
Enterprise Chamber ordered the inquiry. An additional request to forbid
conversion of the preference shares was rejected by the Enterprise Chamber. The
conversion has no influence on the progress of the inquiry. Unilever N.V. stated
earlier that it fully co-operates with the inquiry.
Upon conversion, the holders of the preference shares will receive, pro-rata to
their preference shareholdings, Unilever N.V. ordinary shares (10/112 Unilever
N.V. ordinary shares per preference share). After conversion the preference
shares remain outstanding with a notional value of 5 Eurocent. As previously
announced, it will be proposed to the Annual General Meeting, to be held in May
2005, to subsequently redeem the preference shares against repayment of this
remaining notional value.
Further details on the conversion are set out on the following pages.
-o0o-
February 10, 2005
Note for the editor:
More information on the preference shares can be found via the link below to
Unilever's website. www.unilever.com/investorcentre/shareholderinformation/
nvshares
Unilever N.V.
Rotterdam
Conversion of Unilever N.V. NLG 0.10 Cumulative Preference Shares
As announced today, 10 February 2005, all outstanding Unilever N.V. NLG 0.10
(approximately EUR 0.05) cumulative preference shares will be converted on 15
February 2005 after close of trading.
Upon conversion, the holders of the cumulative preference shares will receive
Unilever N.V. ordinary shares and the notional value of the cumulative
preference shares of NLG 14.50 will be reduced to NLG 0.10.
If holders of cumulative preference shares prefer to receive more widely traded
depositary receipts of Unilever N.V. ordinary shares rather than Unilever N.V.
ordinary shares themselves, they must take action in accordance with the
instructions from their financial institution.
Subsequently, it will be proposed at the Unilever N.V. annual general meeting of
shareholders to be held in May 2005 that all outstanding cumulative preference
shares are cancelled upon repayment of the notional value of NLG 0.10 and
accrued dividends.
Details of the conversion
An amount corresponding to NLG 14.40 of the notional value of each
outstanding cumulative preference share with a nominal value of NLG 0.10
in the share capital of Unilever N.V. (a "Preference Share") will, after
close of trading on 15 February 2005 and in accordance with the
provisions of Unilever N.V.'s articles of association, be converted into
10 scrips of Unilever N.V. ordinary shares each with a nominal value of
NLG0.01 in the share capital of Unilever N.V. (the "Scrips").
Pursuant to the Unilever N.V. articles of association, 112 Scrips held
by one person will be amalgamated by operation of law into one ordinary
share with a nominal value of NLG1.12 in the share capital of Unilever
N.V. in bearer form (an "Ordinary Share"). If the total number of Scrips
held by a holder is not an exact multiple of 112, a number of Scrips
will remain.
No organised market for Scrips will be created. The remaining Scrips are
expected to be sold, or additional Scrips are expected to be purchased,
in the customary manner, by Dutch banks, brokers and other financial
institutions (the admitted institutions of Euronext Amsterdam N.V.,
hereafter the "Admitted Institutions") on behalf of the account
holders.
Generally, this means that where 56 Scrips or more are held, the number
will be increased by purchasing the requisite number of Scrips on behalf
of the account holder to make for a holding of 112. Where less than 56
Scrips are held, these will be sold on behalf of the account holder. As
a result, holders of Preference Shares are not expected to hold any
Scrips post conversion.
ABN AMRO Bank N.V., as exchange agent, will arrange for the distribution
of the Scrips, the amalgamation of the Scrips into Ordinary Shares and
the distribution of the Ordinary Shares, all in book-entry form through
the systems of Euroclear Nederland.
Proposal to cancel the Preference Shares
Commencing 16 February 2005, the Preference Shares will be traded over
the stock market of Euronext Amsterdam with their new notional value of
NLG0.10.
Unilever N.V. will propose at the annual general meeting of
shareholders, which is to be held in May 2005, that all Preference
Shares be cancelled against repayment of the new notional value of
NLG0.10 (approximately EUR 0.05).
Dividends
The holders of Ordinary Shares and Scrips to be received in the
conversion are entitled to the final dividend of the financial year
2004. The next payment date for dividends on these instruments is 13
June 2005.
The dividend on the Preference Shares will, in accordance with Unilever
N.V.'s articles of association, be calculated on a pro-rata basis,
taking into account the notional values for the relevant part of the
dividend period. The next date for payment of a dividend on the
Preference Shares is 9 June 2005. Upon adoption of the proposal to
cancel the Preference Shares, it is intended that the next following
payment of dividend and the repayment of the remaining notional value of
the cancelled Preference Shares will occur at the moment of
cancellation.
Exchange of Ordinary Shares into Depositary Receipts
Up to and including 29 March 2005, it is intended that holders of
Preference Shares will be able, free of charge, to exchange the Ordinary
Shares received by them upon conversion into the more widely held and
more actively traded bearer depositary receipts of Ordinary Shares with
a nominal value of NLG 1.12 (the "Depositary Receipts").
The custodians with whom they hold their Preference Shares will
generally inform holders of Preference Shares about the conversion and
the option to exchange the Ordinary Shares into Depositary Receipts.
Holders of Preference Shares who wish to exchange their Ordinary Shares
into Depositary Receipts, should follow the instructions received from
their custodians.
Admitted Institutions are requested to deliver to ABN AMRO Bank N.V.,
Euroclear Nederland account 009 ISS2, the Ordinary Shares that they wish
to exchange free of charge into Depositary Receipts on behalf of their
clients at 15.00 hours CET on 29 March 2005 at the latest.
ABN AMRO Bank N.V. will arrange for delivery of the Depositary Receipts
on the basis of the number of Ordinary Shares delivered by the Admitted
Institutions.
Preference Shares in registered form
Holders of Preference Shares in registered form will receive a separate
notice concerning the consequences of conversion of their Preference
Shares from the keeper of the register, N.V. Algemeen Nederlands
Trustkantoor ANT, Herengracht 420, Amsterdam. This notice will be posted
after close of trading on 15 February 2005.
Other information
The Admitted Institutions will be paid a commission in connection with
the conversion, including the buying and selling of Scrips and the
exchange of Ordinary Shares into Depositary Receipts. This is intended
to allow the conversion in principle to take place free of charge for
the holders of Preference Shares up to and including 29 March 2005.
The following time table will apply:
10 February 2005 - Announcement of the conversion
15 February 2005 - Conversion date
(after close of trading in Preference Shares on Euronext Amsterdam)
From 15 February 2005 - Start of exchange period for Ordinary Shares
received in connection with the conversion into
Depositary Receipts
16 February 2005 - Ex-date; first trading day of Preference Shares with
new notional value
21 February 2005 - Crediting of Ordinary shares to accounts of holders of
Preference Shares
29 March 2005 - Last day on which exchange of Ordinary Shares into
Depositary Receipts can take place free of charge
(until 15.00 hours CET)
For information about the conversion, the option to exchange Ordinary
Shares into Depositary Receipts and all matters relating to the
foregoing, holders of Preference Shares should contact the custodian
with whom they hold their Preference Shares.
This announcement does not constitute an offer to purchase, or a
recommendation to purchase or to sell or to exchange, securities. The
distribution of this announcement may, in certain jurisdictions, be
restricted by law. No action has been taken to allow for the offer or
sale or exchange of the Preference Shares, Scrips, Ordinary Shares or
Depositary Receipts by anyone in any jurisdiction in which such offer or
sale or exchange is not authorised or to any person to whom this is
unlawful. Every person who receives this announcement and all holders of
the abovementioned securities must inform themselves of and strictly
observe all restrictions applicable to them. Prior to making any
investment decisions, prospective investors should consult their
financial and legal advisers.
10 February 2005
Unilever N.V.
Rotterdam