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.9 — Exhibit (A)(9)
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Exhibit (a)(9)
AMWAY COMMUNICATIONS TO DISTRIBUTORS
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VEHICLE: E-MAIL: MESSAGE (BELOW)
AND 2 NEWS RELEASES (TO BE ATTACHED)
Audience: Pin Emeralds & above
Date: Monday, Nov. 15, 1999
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[subject box:]
ANNOUNCEMENT FROM S. VAN ANDEL & D. DEVOS
[text:]
We wanted to communicate with you about this important announcement.
The Van Andel and DeVos families are publicly announcing their intention to make
a cash tender offer for the shares of common stock of Amway Japan Limited and
Amway Asia Pacific, Ltd. that are not currently owned by the families. For more
information about this offer, please see the accompanying official news
releases.
We recognize that this decision probably came as a surprise to you, and for some
investors a disappointment. It is important everyone understands that this offer
is the result of a strategic business decision. While this announcement might
seem to be relevant only to the shareholders of Amway Japan Limited and Amway
Asia Pacific, Ltd., this strategic decision and the bigger picture of where
Amway is headed in the 21st century are of vital importance to all Independent
Business Owners.
THE OFFER
Let's focus first on the tender offer itself.
This is a fully financed offer at a full and fair price. The shareholders will
be offered a substantial premium, in cash, to the current share price. In fact,
the offer price is higher than the 52-week high prices of either company.
These offers have been approved by the independent members of the AJL Board and
the AAP Board. The Boards retained Goldman, Sachs & Co. as independent financial
advisor and Cleary Gottlieb as independent legal counsel. Morgan Stanley Dean
Witter and J.P. Morgan are acting as global advisors to the families, and Jones
Day provided legal counsel to the families with respect to the tender offer.
THE FUTURE
Let's now focus on what this means to the Amway business in Asia and worldwide.
With this offer, the DeVos and Van Andel families are increasing their
commitment to Amway's Asian businesses. In fact, this commitment follows several
other major
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commitments in recent years, which include $300 million for a new headquarters
building in Tokyo, Japan, $200 million for a new distribution center in
Hachioji, Japan, and $20 million to upgrade the manufacturing plant in
Guangzhou, China.
From a broader perspective, this strategic decision was made to give Amway the
flexibility it needs to succeed in the rapidly changing global marketplace.
Amway has a new, clear, powerful Vision statement for its future: helping people
live better lives. Whether one is an IBO building a business, an Amway employee
building a career, or a consumer using our products, it is our Vision to help
people live better lives. This statement reflects a more encompassing Vision
than we had before it truly reflects the diverse nature of what Amway means to
all our various audiences.
This offer will allow Amway to take major steps toward achieving that Vision.
Specifically, it will allow us to accelerate realignments in the financial and
operational areas of our business under a single, global corporate structure -
realignments that would be difficult to do under the current structure of public
and private Amway companies.
The realignment enabled by this transaction will also help Amway customize its
support for individual markets, allowing the company to better meet the needs
and priorities of each unique market, especially North America.
THE COMMUNICATIONS
Amway is informing IBOs about this offer in a number of ways. In addition to
this e-mail, Emeralds and above will receive information via an Amvox and fax. A
mailing is being sent to Platinums and above. ABN will provide information
online, as will the Web site for Amway Japan (www.ajl-amway.com) and the Web
site for Amway Asia Pacific (www.aap-amway.com). Shareholders, of course, will
also receive detailed information.
As Amway celebrates its 40th anniversary, we believe this business is poised for
incredible growth in the 21st century. With the recent launch of Quixtar and
IMC, and the continued launch of outstanding, new products such as MAGNA
BLOC(TM) anD OCeaN ESSENTIals(TM), this business has only scratched the surface
of what can be achieved around the world. We're confident that this offer will
enable us to make the kinds of changes and commitments which will play an
essential part in strengthening the foundation for success already in place.
Steve Van Andel Dick DeVos
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Dates Referenced Herein and Documents Incorporated by Reference
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