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
Exhibit (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
AMWAY ASIA PACIFIC LTD.
PURSUANT TO THE OFFER TO PURCHASE,
DATED NOVEMBER 18, 1999
BY
NEW AAP LIMITED
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: FIRST CHICAGO TRUST COMPANY OF NEW YORK
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BY MAIL: BY HAND:
First Chicago Trust Company of New York First Chicago Trust Company of New York
Corporate Actions c/o Securities Transfer and Reporting Services
Suite 4660 Inc.
P.O. Box 2569 Attn: Corporate Actions
Jersey City, NJ 07303-2569 100 William Street, Galleria
BY OVERNIGHT COURIER: New York, NY 10038
First Chicago Trust Company of New York BY FACSIMILE TRANSMISSION:
Corporate Actions, Suite 4660 (201) 324-3402 or (201) 324-3403
525 Washington Blvd.
Jersey City, NJ 07310 CONFIRM BY TELEPHONE:
(201) 222-4707
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
This Letter of Transmittal is to be used only if certificates representing
shares of Common Stock, par value $0.01 per share, of Amway Asia Pacific Ltd.
(the "Common Stock"), are to be forwarded herewith unless an Agent's Message (as
defined in the Offer to Purchase) is utilized or if delivery of shares of Common
Stock is to be made by book-entry transfer to the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in "The Offer -- Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Depositary. Participants
in the Amway Corporation Profit-Sharing and 401(k) Plan who wish to have the
trustee of such Plan tender Shares attributable to their accounts may not use
this Letter of Transmittal to direct the tender of such Shares. Participants may
only use the separate election form sent to them by the trustee. See Instruction
11.
Shareholders who cannot deliver their shares and all other documents
required hereby to the Depository by the Expiration Date (as defined in the
Offer to Purchase), or who are unable to comply with the procedures for
book-entry transfer on a timely basis, and who wish to tender their Shares must
do so pursuant to the guaranteed delivery procedure set forth in "The
Offer -- Procedure for Tendering Shares" in the Offer to Purchase. See
Instruction 2.
No alternative, conditional or contingent tenders will be accepted, and no
fractional shares will be purchased.
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S), IF ANY) (ATTACHED ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL
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* Need not be completed by holders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all shares evidenced by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
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DIVIDEND REINVESTMENT PLAN SHARES
(SEE INSTRUCTION 10)
To be completed ONLY if shares held in the Direct Purchase and Sale Plan for
Amway Asia Pacific Ltd. Common Stock (the "Dividend Reinvestment Plan") are to
be tendered.
[ ] By checking this box, the undersigned represents that the undersigned is a
participant in the Dividend Reinvestment Plan and hereby instructs the
Depositary to tender on behalf of the undersigned the following number of
Shares credited to the Dividend Reinvestment Plan account of the
undersigned:
------------ Shares*
* The undersigned understands and agrees that all Shares held in the Dividend
Reinvestment Plan account(s) of the undersigned will be tendered if the above
box is checked and the space above is left blank.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
DTC Account No.
Transaction Code No.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
If delivery is by book-entry transfer:
Name of Tendering Institution
DTC Account No.
Transaction Code No.
NOTE: SIGNATURES MUST BE PROVIDED BELOW AND MAY BE REQUIRED
TO BE GUARANTEED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Depositary, on behalf of 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 number of shares of Common Stock indicated above,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 18, 1999 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the Offer
to Purchase, constitutes the "Offer").
Subject to and effective upon the Company's acceptance for payment of and
payment for the shares of Common Stock tendered herewith in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of such extension or amendment),
the undersigned hereby sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to all the shares of Common Stock
that are being tendered hereby and irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such shares of Common Stock, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates evidencing such shares, or transfer
ownership of such shares on the account books maintained by the Book-Entry
Transfer Facility, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of the Company and (b)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such shares, all in accordance with the terms and subject to the conditions
of the Offer. The Depositary will act as agent for tendering holders for the
purpose of receiving payment from the Company and transmitting payment to the
tendering holders.
The undersigned hereby represents and warrants that the undersigned will,
upon request, execute and deliver all additional documents deemed by the
Depositary or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the shares tendered hereby and has read, understands
and agrees to be bound by, all terms and conditions of the Offer.
The undersigned understands that under certain circumstances set forth in
the Offer to Purchase, the Company may amend the Offer or may postpone the
acceptance for payment of, or payment for, shares of Common Stock tendered or
may accept for payment fewer than all of the shares of Common Stock tendered
hereby. The undersigned understands that tenders of shares of Common Stock
pursuant to any one of the procedures described in "The Offer -- Procedure for
Tendering Shares" in the Offer to Purchase and in the instructions hereto will
constitute an agreement by the undersigned to be subject to the terms and
conditions of the Offer.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the Purchase Price (as defined in the
Offer to Purchase) of any shares of Common Stock purchased (less the amount of
any U.S. backup or other applicable withholding tax which may be required to be
withheld) and return any shares not validly tendered and not purchased, in the
name(s) of the undersigned, and in the case of shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility through
which the shares were originally tendered. Similarly, unless otherwise indicated
herein in the box entitled "Special Delivery Instructions," please mail the
check for the Purchase Price of any shares of Common Stock purchased (less the
amount of any U.S. backup or other applicable withholding tax which may be
required to be withheld) and return any shares not validly tendered and not
purchased (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the Purchase Price of any shares of Common
Stock purchased (less the amount of any U.S. backup or other applicable
withholding tax which may be required to be withheld), and return any shares not
validly tendered and not purchased in the name(s) of, and deliver said check and
any shares to, the person(s) so indicated. The undersigned recognizes that the
Company has no obligation, pursuant to the "Special Payment Instructions," to
transfer any shares from the name(s) of the registered holder(s) thereof, or to
order the registration or transfer of such shares tendered by book-entry
transfer, if the Company does not accept for payment any of the shares of Common
Stock represented by shares so tendered.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, trustees
in bankruptcy, personal and legal representatives, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 8)
To be completed ONLY if the check for the Purchase Price of shares
purchased (less the amount of any U.S. backup or other applicable
withholding tax which may be required to be withheld) or certificates
evidencing shares not validly tendered and not purchased are to be issued
in the name of someone other than the undersigned, or if shares delivered
by book-entry transfer that are not validly tendered and not purchased are
to be returned by credit to an account maintained by the Book-Entry
Transfer Facility.
Issue [ ] Check [ ] Certificate(s) to:
Name
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(PLEASE PRINT)
Address
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION NO.
OR SOCIAL SECURITY NO.)
[ ] Credit unpurchased shares tendered by book-entry transfer and not
purchased to the account set forth below:
DTC Account Number:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 8)
To be completed ONLY if the check for the Purchase Price of shares
purchased (less the amount of any U.S. backup or other applicable
withholding tax which may be required to be withheld) or certificates
evidencing shares not validly tendered and not purchased are to be mailed
to someone other than the undersigned or to the undersigned at an address
other than that shown in the box entitled "Description of Shares
Tendered."
Mail [ ] Check [ ] Certificate(s) to:
Name
--------------------------------------------------------
(PLEASE PRINT)
Address
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(INCLUDE ZIP CODE)
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SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9)
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SIGNATURE(S) OF OWNER(S)
Name(s)
-----------------------------------------------------
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(PLEASE PRINT)
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Capacity (full title)
Address
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated , 1999
Taxpayer ID No. or Social Security No.
-----------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation
or other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 6.)
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 6)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature:
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Name:
--------------------------------------------------------
Title:
---------------------------------------------------------
Name of Firm:
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Address:
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Area Code and Telephone Number:
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Dated
-------------------------------------------------- , 1999
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SUBSTITUTE Enter your identification number in the appropriate box. Social Security Number OR
FORM W-9 For most individuals, this is your Social Security Number. Employer Identification Number
DEPARTMENT OF THE If you do not have a number, see How to Obtain a TIN in --------------------------------
TREASURY, INTERNAL the enclosed GUIDELINES.
REVENUE SERVICE
PAYER'S REQUEST
FOR
TAXPAYER
IDENTIFICATION
NO.
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NOTE: If the account is in more than one name, see the chart on page 2 of enclosed Guidelines
for guidelines on which number to give the payer.
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Certificate: Under penalties of perjury, I certify that:
For Payees Exempt From Backup
(1) The number shown on this form is my correct Taxpayer Withholding (see enclosed
Identification Number (or I am waiting for a number to Guidelines)
be issued to me), and
(2) I am not subject to backup withholding either because
I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a
result of a failure to report all interest or
dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
SIGNATURE
DATED , 1999
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING A PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if (a) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of shares) of the shares tendered
herewith unless such holder(s) have completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (b) if such shares are tendered for the account of
a participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion
Program (an "Eligible Institution"). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by a financial institution (including
most banks, savings and loan associations and brokerage houses) which is an
Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Shares. This Letter of
Transmittal is to be used only if shares are to be tendered herewith unless an
Agent's Message is utilized or if delivery of shares is to be made by book-entry
transfer pursuant to the procedures set forth in "The Offer -- Procedure for
Tendering Shares" in the Offer to Purchase. For a holder to validly tender
shares, certificates for all physically delivered shares, or a timely
confirmation of a book-entry transfer of all shares delivered electronically
into the Depositary's account at the Book-Entry Transfer Facility, as well as a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior to the
Expiration Date (as defined in the Offer to Purchase).
Shareholders who cannot deliver their shares and all other documents
required hereby to the Depository by the Expiration Date, or who are unable to
comply with the procedures for book-entry transfer on a timely basis, and who
wish to tender their shares must do so pursuant to the guaranteed delivery
procedure set forth in "The Offer -- Procedure for Tendering
Shares -- Guaranteed Delivery" in the Offer to Purchase. Pursuant to such
procedure (i) such tender must be made by or through an Eligible Institution,
(ii) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Company (with any required signature
guarantees) must be received by the Depositary prior to the Expiration Date and
(iii) the certificates for all physically delivered shares in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all shares delivered
electronically, in each case together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal or an Agent's Message must be received by
the Depositary within two New York Stock Exchange trading days after execution
of the Notice of Guaranteed Delivery. See "The Offer -- Procedure for Tendering
Shares -- Guaranteed Delivery" in the Offer to Purchase.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION
AND RISK OF THE TENDERING HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED FOR SUCH DOCUMENTS TO REACH THE DEPOSITARY.
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional shares will be purchased. By executing this Letter of Transmittal (or
a manually signed facsimile thereof), the tendering holder waives any right to
receive any notice of the acceptance for payment of their shares.
3. Inadequate Space. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificates and/or the
number of shares evidenced by such certificates and the number of shares
tendered should be listed on a separate signed schedule and attached hereto.
4. Partial Tenders (not applicable to holders who tender by book-entry
transfer). If fewer than all shares evidenced by any certificates delivered to
the Depositary are to be tendered, fill in the number of shares that are to be
tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the shares evidenced by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the appropriate box on this Letter of Transmittal, without
delay after the Expiration Date or the termination of the Offer as described in
"The Offer -- Acceptance for Payment of Shares and Payment of Purchase Price" in
the Offer to Purchase.
All shares evidenced by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. Lost, Destroyed or Stolen Shares. If any certificate(s) evidencing
shares has been lost, destroyed or stolen, the holder should promptly notify the
Depositary. The holder will then be instructed as to the steps that must be
taken in order to replace the certificate(s). This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
destroyed or stolen certificates have been followed.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
certificates evidencing the shares of Common Stock tendered hereby, the
signature(s) must correspond with the name(s) as written on the face of the
certificates without any change whatsoever.
If any of the certificates representing shares tendered hereby are held of
record by two or more persons, all such persons must sign this Letter of
Transmittal.
If any of the certificates representing shares tendered hereby are
registered in different names of different holders, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
certificates evidencing the shares tendered hereby, no endorsement of
certificates or separate stock powers are required unless payment of the
Purchase Price (less the amount of any U.S. backup withholding tax or other
applicable withholding which may be required to be withheld) is to be made, or
shares not validly tendered and not purchased are to be returned, in the name of
any person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution. If
this Letter of Transmittal is signed by a person other than the registered
holder(s) of the shares of Common Stock tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
evidencing such shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
7. Stock Transfer Taxes. Except as provided in this Instruction, the
Company will pay any stock transfer taxes with respect to the sale and transfer
of any shares of Common Stock to it or its order pursuant to the Offer. If,
however, payment of the Purchase Price (less the amount of any U.S. backup or
other applicable withholding tax which may be required to be withheld) is to be
made to, or shares not validly tendered and not purchased are to be returned, in
the name of any person other than the registered holder(s), or tendered shares
of Common Stock are registered in the name of a person other than the name of
the person(s) signing this Letter of Transmittal, then the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other person
or otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom is submitted.
8. Special Payment and Delivery Instructions. If the check for the
Purchase Price of shares purchased (less the amount of any U.S. backup or other
applicable withholding tax which may be required to be withheld) is to be
issued, or any shares not validly tendered and not purchased are to be returned,
in the name of a person other than the person(s) signing this Letter of
Transmittal or if the check for any shares not validly tendered and not
purchased are to be mailed to someone other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal at
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Holders tendering shares by book-entry transfer
may request that shares not purchased be credited to such account at the
Book-Entry Transfer Facility as such shareholder may designate under "Special
Payment Instructions."
9. United States Federal Income Tax Withholding. Under U.S. federal
income tax laws, the Depositary is required to withhold 31% of the amount of any
payments made pursuant to the Offer unless certain requirements are satisfied.
In order to avoid such withholding, a tendering holder of shares must complete
the Substitute Form W-9 set forth above and return it to the Depositary, unless
the holder is an "exempt recipient" (including, among others, all corporations
and certain foreign individuals). In order to satisfy the Depositary that a
foreign individual qualifies as an exempt recipient, such holder of shares must
submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the Depositary.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if shares are held in more than one name), consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9. If the Depositary is not provided with the correct taxpayer
identification number and the tendering holder is not an exempt recipient, the
holder may be subject to both civil and criminal penalties, and payments that
are made to such holder pursuant to the Offer may be subject to backup
withholding.
Failure to complete the Substitute Form W-9 will not, by itself, cause
shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained. See "The Offer -- U.S. Federal Income Tax Consequences"
in the Offer to Purchase.
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10. Dividend Reinvestment Plan. If a tendering holder desires to have the
Depositary tender pursuant to the Offer shares credited to such holder's account
under the Dividend Reinvestment Plan, the box captioned "Dividend Reinvestment
Plan Shares" should be completed. If a holder authorizes the tender of shares
held in the Dividend Reinvestment Plan, all such shares credited to such
holder's account(s), including fractional shares, will be tendered, unless
otherwise specified in the appropriate space in the box captioned "Dividend
Reinvestment Plan Shares." In the event that the box captioned "Dividend
Reinvestment Plan Shares" is not completed, no shares held in the tendering
holder's account(s) will be tendered. See "The Offer -- Procedure for Tendering
Shares -- Dividend Reinvestment Plan."
11. 401(k) Plan. Participants in the Amway Corporation Profit-Sharing and
401(k) Plan (the "401(k) Plan") who wish to have the 401(k) Plan trustee tender
shares attributable to their accounts should so indicate by completing,
executing and returning the election form included in the materials sent to such
participants by the trustee. A participant in the 401(k) Plan may direct the
tender of all or a portion of shares allocated to the participant's 401(k) Plan
account. If a participant's 401(k) Plan shares are purchased pursuant to the
Offer, the number of shares allocated to the participant's 401(k) Plan account
will be reduced by the number of such participant's shares so purchased.
Participants in the 401(k) Plan may not use this Letter of Transmittal to direct
the tender of the shares attributable to the participant's 401(k) Plan account,
but must use the separate election form sent to them by the trustee.
Participants in the 401(k) Plan are urged to read the separate election form and
related materials carefully. See "The Offer -- Procedure for Tendering Shares --
401(k) Plan."
12. Irregularities. All questions as to the Purchase Price, the
deductions to be made from the Purchase Price, the number of shares of Common
Stock tendered and accepted, the form of documents, and the validity,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will be determined by the Company in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders of shares it determines not to
be in proper form or the acceptance of which or payment for which may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any defect or irregularity in the tender of any
particular shares, and the Company's interpretations of the terms of the Offer
(including these instructions) will be final and binding on all parties. No
tender of shares will be deemed to be properly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Dealer Managers, the
Depositary, the Information Agent or any other person is or will be obligated to
give notice of any defects or irregularities in tenders and none of them will
incur any liability for failure to give any such notice.
13. Requests for Assistance or Additional Copies. Questions and requests
for assistance may be directed to the Information Agent or the Dealer Managers
at their respective addresses and telephone numbers set forth below.
Additional copies of the Offer to Purchase, this Letter of Transmittal and
other related materials may be obtained from the Information Agent or brokers,
dealers, commercial banks and trust companies.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street
New York, NY 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:
[Enlarge/Download Table]
MORGAN STANLEY DEAN WITTER J.P. MORGAN & CO.
Morgan Stanley & Co. Incorporated 60 Wall Street
One Financial Place New York, NY 10260
440 South LaSalle Street (877) 576-0606 (call toll free)
Chicago, IL 60605
(212) 706-4411 (call collect)
For information in Australia:
Morgan Stanley Dean Witter Australia Limited J.P. Morgan & Co.
Level 33, The Chifley Tower Level 20, One O'Connell Street
22 Chifley Square Sydney, New South Wales, Australia 2061
Sydney, New South Wales, Australia 2000 (800) 872-2881
(612) 9770-1590 (call collect) (877) 576-4529
(call toll-free)
Dates Referenced Herein and Documents Incorporated by Reference
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