New Aap Ltd – ‘SC 14D1’ on 11/18/99 re: Amway Asia Pacific Ltd – EX-99.A.8

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

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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.8   —   Exhibit (A)(8)

EX-99.A.8
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                  Exhibit (a)(8)

 AMWAY ASIA PACIFIC'S PRINCIPAL SHAREHOLDERS TO COMMENCE
TENDER OFFER FOR OUTSTANDING PUBLIC SHARES

HONG KONG - Monday, November 15, 1999 - Amway Asia Pacific                      
(NYSE: AAP; ASX: AMW) and its principal shareholders announced that the         
principal shareholders intend to commence a cash tender offer to purchase the   
approximately 15% of Amway Asia Pacific common stock that they do not currently 
own or control for US$18.00 per share, in cash. The transaction has a total     
value of approximately US$150 million. The tender offer will commence within the
next five business days.                                                        

Amway Asia Pacific and its principal shareholders have entered into a definitive
agreement providing for the tender offer and a second-step merger following the 
completion of the tender offer, in which all remaining Amway Asia Pacific       
shareholders will receive the same cash consideration paid in the tender offer. 

Amway Asia Pacific's board of directors (with three directors who are principal 
shareholders recusing themselves) determined that the tender offer is fair to   
and in the best interests of the public shareholders and recommended that they  
accept the offer and tender their shares.                                       

The company's board of directors acted upon the recommendation of a special     
committee of the board, which was comprised of three independent, non-employee  
directors of Amway Asia Pacific. Goldman, Sachs & Co. acted as financial advisor
to the special committee.                                                       

Eoghan M. McMillan, chairman of the special committee, said, "After careful     
review by the special committee and the board of directors, with the assistance 
of our financial advisor, our board concluded that this transaction is in the   
best interests of our public shareholders, as well as our distributors and      
employees. Our public shareholders are receiving a substantial premium of 53% - 
in cash."                                                                       

Steve Van Andel, representing the principal shareholders, said, "The acquisition
of Amway Asia Pacific's shares will give us the flexibility we need to          
streamline operations and to integrate certain functions of all Amway companies 
under a single global corporate structure. Our objective is to organize in the  
most efficient manner to best address our rapidly changing marketplace          
worldwide. These realignments will better position us to make necessary         
investments to build a stronger foundation for resumed growth in Asia and to    
encourage the continued loyalty and motivation of Amway Asia Pacific            
distributors. With this action, we are deepening and strengthening our          
commitment to our customers, distributors and employees in Asia."               

-more-

EX-99.A.8
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd

The tender offer will be made to all holders of common stock. The offer is not  
conditioned on obtaining financing or upon any minimum number of shares being   
tendered. The full terms and conditions of the offer will be set forth in the   
tender offer materials to be filed with the Securities and Exchange Commission  
and mailed to Amway Asia Pacific shareholders.                                  

The principal shareholders of Amway Asia Pacific are certain corporations,      
trusts, foundations and other entities formed by or for the benefit of the Van  
Andel and DeVos families. They formed a new Bermuda corporation, New AAP        
Limited, for the purpose of conducting the tender offer.                        

Morgan Stanley Dean Witter and J.P. Morgan are acting as dealer managers for    
this transaction and are global co-financial advisors to the principal          
shareholders.                                                                   

Georgeson Shareholder Communications Inc. is acting as information agent for the
offer and may be contacted (via collect call) at (212)-440-9800 or toll-free at 
(800)-223-2064.                                                                 

Headquartered in Hong Kong, Amway Asia Pacific Ltd. is the exclusive            
distribution vehicle for Amway Corporation in Australia, Brunei, People's       
Republic of China, Macau, Malaysia, New Zealand, Taiwan and Thailand. Amway Asia
Pacific Ltd. is one of the largest direct selling companies in the region, based
on sales of Amway consumer products offered through a core distributor force of 
approximately 601,000 independent distributors at August 31, 1999. Amway Asia   
Pacific Ltd. is listed on the New York Stock Exchange (AAP) and the Australian  
Stock Exchange (AMW). Current press releases and SEC earnings filings are       
available through the Internet at http://www.aap-amway.com.                     

CONTACTS:                                                                       

MEDIA AND INVESTORS:                         MEDIA AND INVESTORS IN AUSTRALIA:  
Holly A. Clemente                            Kate Kerrison                      
AAP Director of Investor Relations, U.S.     Gavin Anderson & Kortlang, Sydney  
(616) 787-8688                               (612) 9552-4499                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1’ Filing		Date		First		Last			Other Filings
Filed on:		11/18/99							SC 13E3
		11/15/99		1
		8/31/99		2
									List all Filings