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
EX-99.A.12 — Exhibit (A)(12)
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Exhibit (a)(12)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is being made solely by the Offer to Purchase, dated
November 18, 1999, and the related Letter of Transmittal. The Offer is being
made to all holders of Shares; provided that the Offer is not being made to, nor
will tenders be accepted from, or on behalf of holders of Shares in any
jurisdiction in which making the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any jurisdiction the
securities laws of which require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed made on behalf of the Company by Morgan
Stanley & Co. Incorporated or J.P. Morgan Securities Inc. or one or more brokers
or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
NEW AAP LIMITED
FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
AMWAY ASIA PACIFIC LTD.
AT
$18.00 PER SHARE
New AAP Limited, a Bermuda corporation ("Purchaser"), offers to purchase all
the outstanding shares of the Common Stock of Amway Asia Pacific Ltd., a Bermuda
corporation ("AAP"), par value $.01 per share (the "Common Stock" or "Shares"),
that are beneficially owned by all shareholders of AAP, in accordance with the
terms and conditions described or referred to in the Offer to Purchase and the
related Letter of Transmittal (the "Offer"). The Offer is being made pursuant to
the Tender Offer and Amalgamation Agreement (the "Amalgamation Agreement"),
dated November 15, 1999, among AAP, 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 AAP, along with
certain corporations, trusts, foundations and other entities established by or
for the benefit of the principal shareholders and their respective families
(collectively, the "Principal Shareholders"). The Amalgamation Agreement
provides for, among other things, Purchaser to first conduct the Offer and then
for AAP and Purchaser to amalgamate (the "Amalgamation"), with AAP continuing as
the surviving company, in a cash transaction. In certain circumstances, a
compulsory purchase of Shares for cash may occur in lieu of the Amalgamation.
The purchase price for each share of Common Stock purchased in the Offer 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 AAP or any
lesser number of Shares tendered and not withdrawn.
Purchaser has been informed by the Principal Shareholders that they will not
tender their Shares in response to the Offer. The Principal Shareholders will
contribute their Shares ("Non-Tendered Shares") to Hold Co. contemporaneously
with the consummation of the Offer.
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON DECEMBER 17, 1999, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED OR SUBJECT TO ANY OTHER CONDITIONS.
THE BOARD OF DIRECTORS OF AAP (WITH MESSRS. RICHARD M. DEVOS, JR., DOUGLAS
L. DEVOS AND STEPHEN A. VAN ANDEL NOT PARTICIPATING) (THE "DISINTERESTED
DIRECTORS") HAS UNANIMOUSLY (1) DETERMINED THAT THE OFFER AND THE AMALGAMATION
ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES, OTHER THAN
NON-TENDERED SHARES (THE "PUBLIC SHAREHOLDERS"), (2) APPROVED, AUTHORIZED AND
ADOPTED THE AMALGAMATION AGREEMENT AND (3) RESOLVED TO RECOMMEND THAT THE PUBLIC
SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN RESPONSE TO THE OFFER.
EACH HOLDER MUST MAKE ITS OWN DECISION WHETHER TO TENDER SHARES, AND, IF SO, HOW
MANY SHARES TO TENDER. THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE MAKING A DECISION TO
TENDER.
All Shares validly tendered and not withdrawn on or prior to the Expiration
Date (as defined below) will be purchased at the Purchase Price, subject to the
terms and conditions of the Offer. The term "Expiration Date" means 12:00
midnight, New York City time, on December 17, 1999, unless and until Purchaser,
in its sole discretion has extended the period of time during which the Offer
will remain open, in which event the term "Expiration Date" will refer to the
latest time and date at which the Offer as so extended by Purchaser will expire.
Only Shares validly tendered and not withdrawn on or prior to the Expiration
Date will be eligible for purchase. Shares not validly tendered will be returned
without delay following the Expiration Date.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date and, unless they have been accepted for payment by
Purchaser, may also be withdrawn at any time after 60 days from the Commencement
Date of November 18, 1999.
In order to withdraw Shares, a written or facsimile transmission notice of
withdrawal must be received by the Depositary (as defined in the Offer to
Purchase) on or prior to the Expiration Date at one of its addresses set forth
on the back cover of the Offer to Purchase and must specify the name of the
person who tendered the Shares to be withdrawn and the number of Shares to be
withdrawn. If the Shares to be withdrawn have been delivered to the Depositary,
a signed notice of withdrawal with signatures guaranteed by an Eligible
Institution (as defined in the Offer to Purchase) (except in the case of Shares
tendered by an Eligible Institution) must be submitted prior to the release of
such Shares. In addition, such notice must specify, in the case of Shares
tendered by delivery of Shares, the name of the registered holder (if different
from that of the tendering holder) and the serial numbers shown on the
particular certificates evidencing the Shares to be withdrawn or, in the case of
Shares tendered by book-entry transfer, the name and number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY TENDERS ARE MADE. The
information required to be disclosed by Rule 14d-6 under the Securities Exchange
Act of 1934 is contained in the Offer to Purchase and is incorporated herein by
reference. The Offer to Purchase and the related Letter of Transmittal are being
mailed to all record holders of Shares as of November 17, 1999, and are being
furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on AAP's stockholder list as of such date or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Shares.
Additional copies of the Offer to Purchase and the Letter of Transmittal may
be obtained from the Information Agent or the Dealer Managers and will be
furnished promptly at Purchaser's expense.
The Information Agent for the Offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
or
All Others Call Toll-Free: (800) 223-2064
The Dealer Managers for the Offer are:
MORGAN STANLEY DEAN WITTER
J.P. MORGAN & CO.
Morgan Stanley & Co. Incorporated 60 Wall Street
One Financial Place New York, New York 10260
440 South LaSalle Street (877) 576-0606 (call toll-free)
Chicago, IL 60605
(312) 706-4411 (call collect)
November 18, 1999
Dates Referenced Herein and Documents Incorporated by Reference
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