SEC Info - New Aap Ltd - ‘SC 14D1’ on 11/18/99 re: Amway Asia Pacific Ltd

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New Aap Ltd – ‘SC 14D1’ on 11/18/99 re: Amway Asia Pacific Ltd

On: Thursday, 11/18/99 · Accession #: 950152-99-9266 · File #: 5-57181

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/18/99  New Aap Ltd                       SC 14D1               21:498K Amway Asia Pacific Ltd            Bowne BCL/FA

Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Amay Asia Pacific Ltd./New Aap Limited SC 14D1         7     36K 
 2: EX-99.A.1   Exhibit (A)(1)                                        67    356K 
11: EX-99.A.10  Exhibit (A)(10)                                        2     12K 
12: EX-99.A.11  Exhibit (A)(11)                                        2±    11K 
13: EX-99.A.12  Exhibit (A)(12)                                        3±    18K 
14: EX-99.A.13  Exhibit (A)(13)                                        1     10K 
15: EX-99.A.14  Exhibit (A)(14)                                        4     22K 
 3: EX-99.A.2   Exhibit (A)(2)                                         9     57K 
 4: EX-99.A.3   Exhibit (A)(3)                                         4     20K 
 5: EX-99.A.4   Exhibit (A)(4)                                         2     16K 
 6: EX-99.A.5   Exhibit (A)(5)                                         2±    12K 
 7: EX-99.A.6   Exhibit (A)(6)                                         4±    18K 
 8: EX-99.A.7   Exhibit (A)(7)                                         1     10K 
 9: EX-99.A.8   Exhibit (A)(8)                                         2     13K 
10: EX-99.A.9   Exhibit (A)(9)                                         2     13K 
16: EX-99.B.1   Exhibit (B)(1)                                         7     35K 
17: EX-99.B.2   Exhibit (B)(2)                                         8     24K 
18: EX-99.C.1   Exhibit (C)(1)                                        39    148K 
19: EX-99.C.2   Exhibit (C)(2)                                        14     52K 
20: EX-99.G     Exhibit (G)                                            1      8K 
21: EX-99.H     Exhibit (H)                                            1      9K

SC 14D1 — Amay Asia Pacific Ltd./New Aap Limited SC 14D1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities Financial Statements of Certain Bidders Identity and Background Interest in Securities of the Subject Company Material to Be Filed as Exhibits Past Contacts, Transactions, or Negotiations With the Subject Company Persons Retained, Employed or to Be Compensated Purpose of the Tender Offer and Plans or Proposals of the Bidder Security and Subject Company Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
3	Item 1. Security and Subject Company
"	Item 2. Identity and Background
"	Item 3. Past Contacts, Transactions, or Negotiations With the Subject Company
"	Item 4. Source and Amount of Funds or Other Consideration
4	Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
"	Item 6. Interest in Securities of the Subject Company
"	Item 7. Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities
"	Item 8. Persons Retained, Employed or to Be Compensated
"	Item 9. Financial Statements of Certain Bidders
"	Item 10. Additional Information
5	Item 11. Material to Be Filed as Exhibits

SC 14D1 1st Page of 7 TOC ↑Top Previous Next ↓Bottom Just 1st

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------

SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

AMWAY ASIA PACIFIC LTD.
(Name of Issuer)

NEW AAP LIMITED
(Bidder)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of class of securities)

G0352M 10 8
(CUSIP Number of Class of Securities)

CRAIG N. MEURLIN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMWAY CORPORATION
7575 FULTON STREET EAST
ADA, MICHIGAN 49355
(616) 787-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Bidder)

COPY TO:
THOMAS C. DANIELS, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
---------------------------

CALCULATION OF FILING FEE

[Enlarge/Download Table]

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TRANSACTION VALUATION AMOUNT OF FILING FEE*
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$152,971,740.00 $30,595.00
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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.

[Download Table]

AMOUNT PREVIOUSLY PAID: FILING PARTY:

FORM OR REGISTRATION NO.: DATE FILED:

(Continued on following pages)
Page 1 of 7 Pages

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SC 14D1 2nd Page of 7 TOC 1st Previous Next ↓Bottom Just 2nd

SCHEDULE 14D-1

CUSIP No. G0352M 10 8 Page 1 of 7

[Download Table]

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1 NAME OF REPORTING PERSONS
NEW AAP LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
---------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(e) or 2(f)
N/A
---------------------------------------------------------------------------------

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
---------------------------------------------------------------------------------

7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ]
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0
---------------------------------------------------------------------------------

10 TYPE OF REPORTING PERSON
CO
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SC 14D1 3rd Page of 7 TOC 1st Previous Next ↓Bottom Just 3rd

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is Amway Asia Pacific Ltd., and the
address of its principal executive office is 38/F The Lee Gardens, 33 Hysan
Avenue, Causeway Bay, Hong Kong.

(b) This Tender Offer Statement on Schedule 14D-1 relates to a tender offer
by New AAP Limited, a Bermuda corporation (the "Purchaser"), to purchase all the
outstanding shares of the Common Stock of Amway Asia Pacific Ltd., a Bermuda
corporation (the "Company"), par value $.01 per share (the "Common Stock" or
"Shares"), that are beneficially owned by the shareholders of the Company. The
Offer is being made pursuant to the Tender Offer and Amalgamation Agreement (the
"Amalgamation Agreement"), dated November 15, 1999, among the Company, Purchaser
and Apple Hold Co., L.P., a limited partnership organized under the laws of
Bermuda ("Hold Co."). Hold Co. is the parent of Purchaser and an entity
controlled and beneficially owned, directly and indirectly, by the principal
shareholders of the Company, along with certain corporations, trusts,
foundations and other entities established by or for the benefit of the
principal shareholders and their respective families. The Amalgamation Agreement
provides for, among other things, Purchaser to first conduct the Offer and then
for the Company and Purchaser to amalgamate, with the Company as the surviving
company. The purchase price for each share of Common Stock will be $18.00 in
cash (the "Purchase Price"). There will be deducted from the Purchase Price paid
to each holder any U.S. backup or other applicable withholding taxes which may
be required to be withheld. The Offer is for all Shares of the Company or any
lesser number of Shares tendered and not withdrawn. The Offer is for all Shares
of the Company or any lesser number of Shares tendered and not withdrawn. The
Offer will expire, unless extended, at 12:00 midnight, New York City time, on
December 17, 1999. The Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 18, 1999 (the
"Offer to Purchase"), and in a related Letter of Transmittal (the "Letter of
Transmittal," which, together with the Offer to Purchase, constitutes the
"Offer"). Copies of the Offer to Purchase and the related Letter of Transmittal
are filed as Exhibits (a)(1) and (a)(2), respectively, hereto. As of September
30, 1999, there were approximately 56,441,960 shares of Common Stock held by
approximately 2,166 record holders issued and outstanding. The information set
forth in "Introduction" in the Offer to Purchase is incorporated herein.

(c) The information set forth in "The Offer - Market Information; Dividends
and Dividend Policy" in the Offer to Purchase is incorporated herein by
reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (d), (g) This Statement is filed by Purchaser. The information set
forth in "The Offer - Certain Information Regarding Purchaser" in the Offer to
Purchase and in Schedule I - "PURCHASER EXECUTIVE OFFICERS AND DIRECTORS; AAP
EXECUTIVE OFFICERS AND DIRECTORS" thereto is incorporated herein by reference.

(e) - (f) During the last five years, none of Purchaser's executive
officers or directors were (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS, OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a) - (b) The information set forth in "Introduction," "Special Factors -
The Offer, Amalgamation and Related Transactions; Amalgamation Agreement" and
"The Offer - Background of the Offer; Contacts with AAP" in the Offer to
Purchase is incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) - (b) The information set forth in "The Offer - Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference.

SC 14D1 4th Page of 7 TOC 1st Previous Next ↓Bottom Just 4th

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a), (d), (f) The information set forth in "Introduction," "Special Factors
- The Offer, Amalgamation and Related Transactions; Amalgamation Agreement,"
"Special Factors - Purpose of the Offer and Amalgamation; Other Transactions,"
"Special Factors - Certain Effects of the Amalgamation" and "The Offer - Certain
Effects of the Offer" in the Offer to Purchase is incorporated herein by
reference.

(b) - (c), (e), (g) Not applicable.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) - (b) The information set forth in "Introduction," "Special Factors -
The Offer; Amalgamation and Related Transactions; Amalgamation Agreement,"
"Special Factors - Interests of Certain Persons," "The Offer - Interests of
Certain Persons" and "The Offer - Transactions and Agreements Concerning the
Shares" in the Offer to Purchase is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

The information set forth in "Introduction," "Special Factors - The Offer,
Amalgamation and Related Transactions; Amalgamation Agreement," "The Offer -
Background of the Offer; Contacts with AAP" and in "The Offer - Transactions and
Agreements Concerning the Shares" in the Offer to Purchase is incorporated
herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in "Introduction," "The Offer - Fees and
Expenses" and in "The Offer - Miscellaneous" in the Offer to Purchase is
incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

Not applicable.

ITEM 10. ADDITIONAL INFORMATION.

(a) The information set forth in "Introduction" and "Special
Factors -- Interests of Certain Persons" in the Offer to Purchase is
incorporated herein by reference.

(b) The information set forth in "The Offer - Certain Legal Matters;
Regulatory Approvals" in the Offer to Purchase is incorporated herein by
reference.

(d) The information set forth in "The Offer - Certain Effects of the Offer"
in the Offer to Purchase is incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively, is incorporated herein by reference.

SC 14D1 5th Page of 7 TOC 1st Previous Next ↓Bottom Just 5th

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

[Download Table]

(a) (1) Form of Offer to Purchase, dated November 18, 1999.
(2) Form of Letter of Transmittal.
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(7) Form of Letter to the Company's Holders of Common Stock.
(8) Form of Press Release "Amway Asia Pacific's Principal
Shareholders to Commence Tender Offer for Outstanding Public
Shares" issued by the Company and the Principal Shareholders
on November 15, 1999.
(9) Form of Communications to Amway Distributors, dated November
15, 1999.
(10) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999.
(11) Form of Press Release "Amway Asia Pacific's Principal
Shareholders Commence Tender Offer For Outstanding Public
Shares" issued by the Company and the Public Shareholders on
November 18, 1999.
(12) Form of Summary Advertisement published on November 18,
1999.
(13) Form of Trustee Direction Form from the 401(k) Trustee.
(14) Form of Letter to Participants of the 401(k) Plan.
(b) (1) Form of Senior Bank Financing Commitment Letter, among
Purchaser, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd.,
Amway Corporation and Morgan Guaranty Trust Company of New
York, Tokyo Branch, dated November 15, 1999.
(2) Form of Term Sheet Regarding the Credit Facility.
(c) (1) Tender Offer and Amalgamation Agreement, dated November 15,
1999 among the Company, Purchaser and Hold Co.
(2) Shareholder and Voting Agreement, by and among Hold Co.,
Purchaser and Certain Shareholders of the Company, dated as
of November 15, 1999.
(d) Not applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Consent of KPMG LLP.
(h) Power of Attorney for Purchaser.

SC 14D1 6th Page of 7 TOC 1st Previous Next ↓Bottom Just 6th

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: November 18, 1999 NEW AAP LIMITED

By: /s/ CRAIG N. MEURLIN
------------------------------------
Name: Craig N. Meurlin
Title: Vice President, Assistant
Secretary

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EXHIBIT INDEX

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EXHIBIT NO. DESCRIPTION
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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14D1’ Filing	Date	First	Last	Other Filings

	12/17/99	3
Filed on:	11/18/99	3	7	SC 13E3
	11/15/99	3	7
	9/30/99	3
				List all Filings

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Filing Submission 0000950152-99-009266 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

New Aap Ltd – ‘SC 14D1’ on 11/18/99 re: Amway Asia Pacific Ltd

On: Thursday, 11/18/99 · Accession #: 950152-99-9266 · File #: 5-57181

Previous ‘SC 14D1’: None · Next: ‘SC 14D1/A’ on 12/13/99 · Latest: ‘SC 14D1/A’ on 12/20/99

Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1Filing Table of Contents

SC 14D1 — Amay Asia Pacific Ltd./New Aap Limited SC 14D1Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents

SC 14D1 — Amay Asia Pacific Ltd./New Aap Limited SC 14D1
Document Table of Contents