New Aap Ltd – ‘SC 14D1’ on 11/18/99 re: Amway Asia Pacific Ltd – EX-99.A.5

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

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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.5   —   Exhibit (A)(5)

EX-99.A.5
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                                                                  Exhibit (a)(5)

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 OF COMMON STOCK 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON DECEMBER 17, 1999, UNLESS THE OFFER IS EXTENDED.         

To Our Clients:                                                                 

   Enclosed for your consideration are the Offer to Purchase, dated November
18, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (the  
"Letter of Transmittal," which, together with the Offer to Purchase, constitutes
the "Offer") and other materials relating to the offer to purchase by New AAP   
Limited, a Bermuda corporation (the "Company") and an entity controlled,        
directly or indirectly, by the DeVos and Van Andel families and certain         
corporations, trusts, foundations and other entities established by or for the  
benefit of such families, of all outstanding shares of Common Stock, par value  
$.0l per share (the "Common Stock"), of Amway Asia Pacific Ltd., a Bermuda      
corporation ("AAP"), that are beneficially owned by the shareholders of AAP. 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.                                                        

  WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, WE
ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES, AND THEN ONLY PURSUANT TO YOUR    
INSTRUCTIONS. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION 
ONLY. IT CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. SEE
"THE OFFER -- PROCEDURE FOR TENDERING SHARES" IN THE OFFER TO PURCHASE.         

    Please instruct us on the attached instruction form as to whether you wish
us to tender any or all of the shares we hold for your account on the terms and 
subject to the conditions of the Offer.                                         

We call your attention to the following:                              

      1.  The Offer is not conditioned upon any minimum number of shares
being tendered or subject to any other conditions.                    

          2.  The Offer and withdrawal rights will expire at 12:00 midnight, New
     York City time, on December 17, 1999, unless the Company extends the Offer.

          3.  The Offer is for all outstanding shares, unless a lesser number of
shares are tendered and not withdrawn.                                

    4.  Tendering holders will not be obligated to pay any brokerage
commissions or solicitation fees on the Company's purchase of shares  
     pursuant to the Offer. However, U.S. backup withholding tax may, in certain
circumstances described in the Offer to Purchase, be required to be   
     withheld from the Purchase Price payable to certain holders or other payees
pursuant to the Offer. See "The Offer -- U.S. Federal Income Tax      
Consequences -- Backup Withholding" in the Offer to Purchase and      
Instruction 9 of the Letter of Transmittal.                           

     If you wish to have us tender any or all of your shares, please so instruct
us by completing, executing and returning to us the attached instruction form.  
An envelope to return your instructions to us is enclosed. If you authorize us  
to tender your shares, we will tender all such shares unless you specify        
otherwise on the attached instruction form.                                     

    YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT THE LETTER OF TRANSMITTAL ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION
DATE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK   
CITY TIME, ON DECEMBER 17, 1999, UNLESS THE COMPANY EXTENDS THE OFFER.          

    The Company is not making the Offer to, nor will it accept tenders from or
on behalf of, holders of shares in any jurisdiction in which the Offer or its   
acceptance would violate the securities, blue sky or other laws of such         
jurisdiction. In any jurisdiction in which the securities or blue sky laws      
require the Offer to be made by a licensed broker or dealer, the Offer shall be 
deemed to be made on the Company's behalf by Morgan Stanley & Co. Incorporated  
and J.P. Morgan & Co. or one or more registered brokers or dealers licensed     
under the laws of such jurisdiction.                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D1’ Filing		Date		Other Filings
		12/17/99
Filed on:		11/18/99		SC 13E3
				List all Filings