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.14 — Exhibit (A)(14)
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Exhibit (a)(14)
IMMEDIATE ATTENTION REQUIRED
November 10, 1999
RE: AMWAY CORPORATION PROFIT-SHARING AND 401(K) PLAN
Dear Plan Participant:
Our records reflect that, as a participant in the plan above (the
"Plan"), a portion of your individual account is invested in Amway Asia Pacific
Ltd. stock. It has come to our attention that New AAP Limited has initiated an
offer to purchase all outstanding shares of common stock of Amway Asia Pacific
Ltd. As described below, you have the right to instruct Fidelity Management
Trust Company ("Fidelity"), as trustee of the Plan, concerning whether to tender
the shares of Amway Asia Pacific Ltd. credited to your individual account under
the Plan.
Enclosed are tender offer materials and a Direction Form that require
your immediate attention. These materials describe an offer to purchase any and
all shares of common stock of Amway Asia Pacific Ltd. For $18.00 per share.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, EASTERN TIME, ON DECEMBER XX,
1999, UNLESS THE OFFER IS EXTENDED. PLEASE COMPLETE AND RETURN THE ENCLOSED
DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER OFFER
DESCRIBED BELOW.
The remainder of this letter summarizes the transaction, your rights
under the Plan and the procedures for completing the Direction Form. You should
also review the more detailed explanation provided in the other materials
enclosed with this letter, including the Offer to Purchase and the related blue
Letter of Transmittal.
BACKGROUND
New AAP Limited (the "Purchaser"), a subsidiary of Apple Hold Co.,
L.P., itself an entity controlled and beneficially owned by the principal
shareholders of the Company, has made a tender offer to purchase all outstanding
shares of common stock, par value $.01 per share, of Amway Asia Pacific Ltd.
(the "Shares"), at a price of $18.00 per Share. The enclosed Offer to Purchase
dated November 18, 1999 (the "Offer to Purchase") and the enclosed Letter of
Transmittal, set forth the objectives, terms and conditions of the tender offer
(the "Offer") and are being provided to all of the Company's shareholders.
The Purchaser's Offer to Purchase extends to the Shares held by the
Plan. As of November 12, 1999, the Plan held approximately 41,642 Shares. Only
Fidelity, as trustee of the Plan, can tender these Shares in the Offer.
Nonetheless, as a participant under the Plan, you have the right to direct
Fidelity whether or not to tender some or all of the Shares credited to your
individual account in the Plan. Unless otherwise required by applicable law,
Fidelity will tender Shares credited to participant accounts in accordance with
participant instructions and Fidelity will not tender Shares credited to
participant accounts for which it does not receive timely instructions. IF YOU
DO NOT COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO FIDELITY ON A
TIMELY BASIS, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE OFFER
AND NO SHARES CREDITED TO YOUR PLAN ACCOUNT WILL BE TENDERED IN THE OFFER.
Please note that the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and the trust agreement between Amway Corporation and
Fidelity, prohibit the sale of Shares to the Company for less than "adequate
consideration," which Fidelity will determine based on the prevailing or closing
market price of the Shares on or about the date the Shares are tendered by
Fidelity pursuant to the Offer (the "prevailing or closing market price").
Accordingly, depending on the prevailing or closing market price of the Shares
on or about such date, Fidelity may be unable to tender Shares in accordance
with participant directions.
A tender of Shares credited to your individual account under the Plan
can be made only by Fidelity as the holder of record. DO NOT COMPLETE THE BLUE
LETTER OF TRANSMITTAL; IT IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER DIRECTLY SHARES CREDITED TO YOUR INDIVIDUAL
ACCOUNT UNDER THE PLAN. IF YOU WISH TO DIRECT FIDELITY CONCERNING THE TENDER OF
YOUR SHARES IN THE PLAN, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION
FORM.
FIDELITY MAKES NO RECOMMENDATION AS TO WHETHER TO DIRECT THE TENDER OF
SHARES OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF SHARES. EACH
PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
CONFIDENTIALITY
TO ASSURE THE CONFIDENTIALITY OF YOUR DECISION, FIDELITY AND ITS
AFFILIATES OR AGENTS WILL TABULATE THE DIRECTION FORMS. NEITHER FIDELITY NOR ITS
AFFILIATES OR AGENTS WILL MAKE THE RESULTS OF YOUR INDIVIDUAL DIRECTION
AVAILABLE TO THE PURCHASER OR THE COMPANY.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. Please note
that on the reverse side of the Direction Form the number of Shares credited to
your individual account as of November 12, 1999 is indicated to the right of
your address. For purposes of the final tabulation, Fidelity will apply your
instructions to the number of Shares credited to your account as of December XX,
1999 or as of a later date if the Offer is extended.
If you do not properly complete the Direction Form or do not return it
by the deadline specified, unless the Offer is extended such Shares will be
considered NOT TENDERED.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1, 2 or 3.
CHECK ONLY ONE BOX:
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- CHECK BOX 1 if you want ALL of the Shares credited to your
individual account tendered for sale in accordance with the
terms of the Offer.
- CHECK BOX 2 if you want to TENDER A PORTION of the Shares
credited to your individual account. SPECIFY THE PERCENTAGE
(in whole numbers) of Shares credited to your individual
account that you want to tender for sale in accordance with
the terms of this Offer. IF THIS AMOUNT IS LESS THAN 100%,
YOU WILL BE DEEMED TO HAVE INSTRUCTED FIDELITY NOT TO TENDER
THE BALANCE OF THE ShareS CREDITED TO YOUR INDIVIDUAL
ACCOUNT UNDER THE PLAN.
- CHECK BOX 3 if you do not want the Shares credited to your
individual account tendered for sale in accordance with the
terms of the Offer and simply want the Plan to continue
holding such Shares.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that
it is received by Fidelity at the address on the return envelope
(P.O. Box 9142, Hingham, MA 02043) not later than 12:00 Midnight,
Eastern time, on XXXXday, December XX, 1999, unless the Offer is
extended. If you wish to return the form by overnight mail, please
send it to Fidelity's tabulation agent, Management Information
Services, at 61 Accord Park Drive, Norwell, MA 02061.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, Eastern time, on XXXXday, December XX, 1999, unless the Offer is
extended. In order to make an effective withdrawal, you must submit a new
Direction Form which may be obtained by calling Fidelity at 1-800-xxx-xxxx. Your
new Direction Form must include your name, address and Social Security number.
Upon receipt of a new, completed and signed Direction Form, your previous
direction will be deemed canceled. You may direct the re-tendering of any Shares
credited to your individual account by obtaining an additional Direction Form
from Fidelity and repeating the previous instructions for directing tenders as
set forth in this letter.
After the deadline above for returning the Direction Form to Fidelity,
Fidelity and its affiliates or agents will complete the tabulation of all
directions and Fidelity, as trustee, will tender the appropriate number of
Shares. Unless the Offer is terminated or amended in accordance with its terms,
the Purchaser will then buy all outstanding Shares that were tendered.
EFFECT OF TENDER ON YOUR ACCOUNT
Regardless of whether you elect to tender your Shares, as of 4:00 p.m.,
Eastern Time, on XXXXday, December XX, you will NOT be able to make exchanges
out of the Shares of Amway Asia Pacific Ltd. within your individual account
until all tender offer processing has been completed. Further, all
distributions, loans and withdrawals from balances in Shares will be frozen
after that time. However, balances in Shares will be utilized to calculate
amounts eligible for distributions, loans and withdrawals throughout the freeze.
Contributions to and exchanges from other investment options into Shares may
continue throughout the tender offer and will be unaffected by the freeze.
Fidelity will complete processing as soon as administratively possible. Fidelity
anticipates that the processing will be completed five to seven business days
after receipt of proceeds from the Purchaser.
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For any Shares in the Plan that are tendered and purchased by the
Purchaser, the Purchaser will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN
THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH
PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH
THE TERMS OF THE PLAN.
Fidelity will invest proceeds with respect to Shares credited to your
account in the Fidelity Asset Manager as soon as administratively possible after
receipt of proceeds. You may call Fidelity at 1-800-xxx-xxxx after the
reinvestment is complete to learn the effect of the tender on your account or to
exchange the proceeds of the sale of Shares from Fidelity Asset Manager into
other investment options offered under the Plan.
PLEASE NOTE THAT IF ALL CONDITIONS OF THE OFFER ARE MET, AND THE SHARES
OF AMWAY ASIA PACIFIC LTD. ARE DE-LISTED (AS DESCRIBED IN THE OFFER), FUTURE
CONTRIBUTIONS INTO SHARES OF AMWAY ASIA PACIFIC LTD. WILL BE INSTEAD INVESTED IN
FIDELITY ASSET MANAGER. IN ORDER TO CHANGE THE INVESTMENT FUND INTO WHICH FUTURE
CONTRIBUTIONS ARE TO BE INVESTED, PLEASE CALL FIDELITY AT 1-800-XXX-XXXX.
As described in Section 2 of the Offer, upon the consummation of the
Amalgamation following the tender offer, all remaining Shares of the Company
will be canceled and converted to the right to receive $18.00 per Share. At that
time, Shares for which Fidelity received directions not to tender or for which
Fidelity did not receive directions by December XX, 1999, will be canceled,
Fidelity will receive $18.00 for each Share, and these proceeds will be invested
in Fidelity Asset Manager, pending participant investment decisions.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover,
tender offer materials directly from the Purchaser which can be used to tender
such Shares directly to the Purchaser. THOSE TENDER OFFER MATERIALS MAY NOT BE
USED TO DIRECT FIDELITY TO TENDER OR NOT TENDER THE SHARES CREDITED TO YOUR
INDIVIDUAL ACCOUNT UNDER THE PLAN. The direction to tender or not tender Shares
credited to your individual account under the Plan may only be made in
accordance with the procedures in this letter. Similarly, the enclosed Direction
Form may not be used to tender non-Plan Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to
tender Shares credited to your individual account under the Plan, please contact
Fidelity at 1-800-xxx-xxxx. If you require additional information concerning the
terms and conditions of the Offer, please call Georgeson Shareholder
Communications Inc., the Information Agent, at 1-800-223-2064.
Sincerely,
Fidelity Management Trust Company
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Dates Referenced Herein and Documents Incorporated by Reference
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