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 September, 2006
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: September 11, 2006
EXHIBIT INDEX
-------------
EXHIBIT NUMBER EXHIBIT DESCRIPTION
99 Notice to Euronext, Amsterdam dated 11 September 2006
'Unilever Receives Report'
Exhibit 99
UNILEVER RECEIVES REPORT
Unilever N.V. announced today it has received the report concerning its 1999
Dutch preference shares produced by investigators appointed by the Enterprise
Chamber of the Amsterdam Court of Appeal.
The Unilever Board set up a special Board Committee, composed of independent
non-executive Board members and chaired by Professor Wim Dik, to deal with
this matter.
The preference shares were issued by Unilever N.V. at the time of the special
dividend payment in 1999. Unilever N.V.'s objective in issuing them was to offer
a tax-efficient alternative to a cash dividend for its Dutch private
shareholders who would have had to pay up to 60% income tax on such dividend
whereas the preference share would not be taxable. They were approved by
shareholders at the 1999 Unilever N.V. AGM and their tax treatment had been
agreed with the Dutch authorities.
With regard to three important elements the investigators do not criticise
Unilever's policy. Unilever's decision to issue the preference shares in 1999
as well as its decision to convert these into ordinary shares in 2004 were
correct. The investigators further do not conclude that Unilever has committed
itself to or has guaranteed that it would buy back the preference shares for EUR
6,58, as alleged by some preference shares holders.
The investigators do however criticise Unilever's communications with regard to
the preference shares. Unilever takes this criticism seriously. A significant
part of it seems to be caused by different interpretations of facts.
Unilever will defend itself, should this matter be progressed in further
procedures.
Unilever will shortly publish the report as well as an English translation on
its website
- - - - -
2006
- 2 -
Notes for Editors:
- Unilever sold its speciality chemicals business in 1997 for $8bn and
after two years decided to return the proceeds to its shareholders by way of a
special dividend
- PLC shareholders in the UK received a special cash dividend
- Dutch retail shareholders would have had to pay income tax up to 60%,
so Unilever decided to look for a tax efficient alternative
- The chosen option was a stock-dividend in the form of a preference
share
- It was developed in consultation with the Dutch Tax Authorities
- It was approved at the N.V. AGM in 1999
- The Dutch Tax authorities insisted on an element of market risk in
order to qualify for a favourable tax treatment
- The final special dividend programme consisted of the following
elements:
- The shareholder would be offered either the cash (EUR6.58) or a
preference share
- The preference shares would be listed on the Amsterdam exchange
- The shares could be sold tax free at any time
- It was intended as a temporary vehicle, and therefore would have an
expected duration of approximately five years. After that they would come
to an end through a number of options including repurchasing or conversion
into ordinary shares
- A number of shareholders filed a request with the Enterprise Chamber
of the Amsterdam Court of appeal to start an inquiry into the issuance and the
decision-making around the time of conversion, because they allegedly had
expected to receive EUR6.58 rather than the lower conversion value
- The inquiry started on 31st December 2004 and has been deposited at
the Enterprise Chamber on 8 September 2006
Contacts:
Tim Johns +44 20 7822 6805
Vice-President, Global Media Relations
Tanno Massar +31 10 217 4844
Director, European Media Relations
- 3 -
SAFE HARBOUR STATEMENT: This announcement may contain forward-looking
statements, including 'forward-looking statements' within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Words such as
'expects', 'anticipates', 'intends' or the negative of these terms and other
similar expressions of future performance or results and their negatives are
intended to identify such forward-looking statements. These forward-looking
statements are based upon current expectations and assumptions regarding
anticipated developments and other factors affecting the Group. They are not
historical facts, nor are they guarantees of future performance. Because these
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements, including, among
others, competitive pricing and activities, consumption levels, costs, the
ability to maintain and manage key customer relationships and supply chain
sources, currency values, interest rates, the ability to integrate acquisitions
and complete planned divestitures, physical risks, environmental risks, the
ability to manage regulatory, tax and legal matters and resolve pending matters
within current estimates, legislative, fiscal and regulatory developments,
political, economic and social conditions in the geographic markets where the
Group operates and new or changed priorities of the Boards. Further details of
potential risks and uncertainties affecting the Group are described in the
Group's filings with the London Stock Exchange, Euronext Amsterdam and the US
Securities and Exchange Commission, including the Annual Report & Accounts on
Form 20-F. These forward-looking statements speak only as of the date of this
announcement. Except as required by any applicable law or regulation, the Group
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.