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.4 — Exhibit (A)(4)
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Exhibit (a)(4)
OFFER TO PURCHASE FOR CASH
BY
NEW AAP LIMITED
FOR
ALL OUTSTANDING SHARES OF THE COMMON STOCK
OF
AMWAY ASIA PACIFIC LTD.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON DECEMBER 17, 1999 UNLESS THE OFFER IS EXTENDED.
November 18, 1999
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed 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 (the "Principal
Shareholders"), to act as Dealer Managers in connection with its offer (the
"Offer") to purchase all the outstanding shares of the Common Stock, par value
$.01 per share (the "Common Stock"), of Amway Asia Pacific Ltd., a Bermuda
corporation ("AAP"), that are beneficially owned by the shareholders of AAP. The
Company has been informed by the Principal Shareholders that they will not
tender their shares of Common Stock (the "Non-Tendered Shares") in response to
the Offer. 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 AAP 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number of Shares tendered and not withdrawn.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
Company is making the Offer pursuant to the Tender Offer and Amalgamation
Agreement, dated November 15, 1999, among the Company, AAP and Apple Hold Co.,
L.P., a limited partnership organized under the laws of Bermuda, in accordance
with the terms and conditions described in the Offer to Purchase, dated November
18, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (the
"Letter of Transmittal").
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) RECOMMENDS THAT THE HOLDERS
OF SHARES OF COMMON STOCK OTHER THAN THE NON-TENDERED SHARES 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.
For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase, dated November 18, 1999;
2. Letter to Clients that may be sent to your clients for whose
accounts you hold shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
3. Letter dated November 18, 1999 from Stephen A. Van Andel to
holders of the Common Stock;
4. Letter of Transmittal for your use and for the information of your
clients;
5. Notice of Guaranteed Delivery; and
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER
17, 1999, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any person
for soliciting tenders of shares pursuant to the Offer other than fees paid to
the Information Agent and the Depositary as described in "The Offer -- Fees and
Expenses" in the Offer to Purchase. The Company will, however, upon written
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to the beneficial owners of
shares held by you as a nominee or in a fiduciary capacity. 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.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and any other required documents should be sent to the Depositary
with either certificates evidencing the tendered shares or confirmation of their
book-entry transfer all in accordance with the instructions set forth in the
Letter of Transmittal and in "The Offer -- Procedure for Tendering Shares" in
the Offer to Purchase. As described in "The Offer -- Procedure for Tendering
Shares -- Guaranteed Delivery" in the Offer to Purchase, tenders of shares may
be made without the concurrent deposit of stock certificates or concurrent
compliance with the procedure for book-entry transfer, if such tenders are made
by or through an Eligible Institution (as defined in the Offer to Purchase).
Certificates for shares so tendered (or confirmation of a book-entry transfer of
such shares into the Depositary's account at the Book-Entry Transfer Facility
described in the Offer to Purchase), together with a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal, must be received by the Depositary within two New York Stock
Exchange trading days after receipt by the Depositary of a properly completed
and duly executed Notice of Guaranteed Delivery. See "The Offer -- Procedure for
Tendering Shares -- Guaranteed Delivery" in the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
Georgeson Shareholder Communications Inc., Morgan Stanley & Co. Incorporated or
J.P. Morgan & Co. at their respective addresses and telephone numbers set forth
on the back cover page of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from Georgeson
Shareholder Communications Inc., the Information Agent, telephone: (212)
440-9800 (call collect).
Very truly yours,
Morgan Stanley & Co. Incorporated
J.P. Morgan & Co.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
DEALER MANAGERS, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND
THE STATEMENTS CONTAINED THEREIN.
Dates Referenced Herein and Documents Incorporated by Reference
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