Naj Co Ltd, et al. – ‘SC 13E3/A’ on 5/18/00 re: Amway Japan Ltd

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amway Japan Limited/N.A.J. Co., Ltd. SC 13E3/A         6     34K 
 2: EX-99.C.4   Exhibit (C)(4)                                         3     14K 

SC 13E3/A   —   Amway Japan Limited/N.A.J. Co., Ltd. SC 13E3/A
Document Table of Contents

SC 13E3/A
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3/A

RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
 FINAL AMENDMENT NO. 2

NIHON AMWAY KABUSHIKI KAISHA
(Exact name of Issuer as Specified in Charter)

 AMWAY JAPAN LIMITED
 (Translation of Issuer's Name in English)

N.A.J. CO., LTD.
 ALAP HOLD CO., LTD.
 AMWAY JAPAN LIMITED
 RICHARD M. DEVOS, JR.
STEPHEN A. VAN ANDEL
 (Names of Persons Filing Statement)

COMMON STOCK, NO PAR VALUE

AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE-HALF
 OF ONE SHARE OF COMMON STOCK, EVIDENCED BY AMERICAN
 DEPOSITARY RECEIPTS
(Title of Class of Securities)

 03 234 J 10 0
(CUSIP Number of ADSs)

CRAIG N. MEURLIN, ESQ.
 SENIOR VICE PRESIDENT AND GENERAL COUNSEL
 AMWAY CORPORATION
 7575 FULTON STREET EAST
 ADA, MICHIGAN 49355
(616) 787-6000
 (Name, Address and Telephone Number of Person Authorized to Receive
 Notices and Communications on Behalf of Person(s) Filing Statement)

COPY TO:
 THOMAS C. DANIELS, ESQ.
JONES, DAY, REAVIS & POGUE
 NORTH POINT
 901 LAKESIDE AVENUE
 CLEVELAND, OHIO 44114
(216) 586-3939
_____________ 
 This statement is filed in connection with (check the appropriate box):

a.  |_|  The filing of solicitation materials or an information statement       
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c)    
[sec. 240.13e-3(c)] under the Securities Exchange Act of 1934.
b.  |_|  The filing of a registration statement under the Securities Act of     
1933.                                                         
c.  |X|  A tender offer.                                                        
d.  |_|  None of the above.                                                     
Check the following box if the soliciting materials or information statement    
referred to in checking box (a) are preliminary copies:[ ]                      

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SC 13E3/A
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INTRODUCTION

       This Final Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "Final Amendment") relates to a tender offer conducted by  
N.A.J. Co., Ltd., a joint stock corporation organized under the laws of Japan   
("NAJ"), to purchase all outstanding shares of the Common Stock, no par value   
(the "Common Stock"), and American Depositary Shares, each representing one-half
of one share of Common Stock (the "ADSs"), that are beneficially owned by       
shareholders of Amway Japan Limited, a joint stock corporation organized under  
the laws of Japan (the "Company"). The Offer (as defined herein) commenced on   
November 18, 1999. The purchase price for each share of Common Stock was        
(Yen)1,490, in cash (the "Common Stock Purchase Price"), less any U.S. backup   
withholding and Japanese taxes that were required to be withheld. The purchase  
price for each ADS was (Yen)745, in cash (the "ADS Purchase Price"), less any   
U.S. backup withholding and Japanese taxes that were required to be withheld.   
The ADS Purchase Price was equal to one-half of the Common Stock Purchase Price 
(because each ADS represents one-half of one share of Common Stock). The ADS    
Purchase Price was payable in and converted into U.S. dollars using the noon    
buying rate in New York City for cable transfers of yen announced for customs   
purposes by the Federal Reserve Bank of New York on the date of settlement of   
the Offer in Japan, December 22, 1999. The ADSs are evidenced by American       
Depositary Receipts. The Offer was made to each holder of Common Stock and ADSs 
and subject to the conditions set forth in the Offer to Purchase, dated November
18, 1999 (the "Offer to Purchase"), of NAJ, and in the related Letter of        
Transmittal (the "Letter of Transmittal," which, together with the Offer to     
Purchase, constitutes the "Offer"). Copies of the Offer to Purchase and the     
related Letter of Transmittal were filed on November 18, 1999 as Exhibits (d)(1)
and (d)(2), respectively, to the initial filing of the Schedule 13E-3. This     
Final Amendment is being filed pursuant to Section 13(e) of the Securities      
Exchange Act of 1934 and Rule 13e-3(d)(3) thereunder. Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Offer to     
Purchase.                                                                       

ITEM 1.  ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.               

 The information set forth in Item 1 of Schedule 13E-3 is hereby
supplemented and amended as follows:                                            

        In connection with the Offer, Guard Hill Capital LDC ("Guard Hill"), a
holder of ADSs, attempted to tender its ADSs to NAJ. As a result of             
administrative and clerical errors relating to the Offer, Guard Hill's tender of
its ADSs was rejected. Pursuant to Guard Hill's request and following a review  
of this matter, ALAP Hold Co., Ltd., a Nevada limited partnership and the parent
of NAJ ("ALAP"), agreed to purchase the ADSs owned by Guard Hill. Pursuant to a 
letter, dated May 11, 2000, ALAP agreed to purchase 108,500 ADSs for (Yen) 745  
per ADS in cash, the ADS Purchase Price, and Guard Hill agreed to tender its    
ADSs and to release ALAP, its affiliates and subsidiaries from any claims that  
exist or may arise in the future concerning the ADSs purchased by ALAP.         

ITEM 17.  MATERIAL TO BE FILED AS EXHIBITS.                                     

      The information set forth in Item 17 of the Schedule 13E-3 is hereby
supplemented and amended as follows:                                            

Exhibit                                                                         
No.                       Description                                         
---                       -----------                                         

(c)(4)               Form of Letter Agreement, dated May 11, 2000, between ALAP 
and Guard Hill.                       

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SIGNATURES                                                                      

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct. 

Dated: May 18, 2000                 N.A.J. CO., LTD.                            

                   By:    /s/ Lawrence M. Call
                                         -------------------------------------
                             Name:  Lawrence M. Call
                              Title:  Attorney-in-Fact

           ALAP HOLD CO., LTD.

                                    By:    AP NEW CO., LLC., its general partner

                             By:    AMWAY CORPORATION, its Manager

                       By:        /s/ Craig N. Meurlin
                                         -------------------------------------
                             Name:  Craig N. Meurlin
                     Title:  Manager

           AMWAY JAPAN LIMITED

                      By:         /s/ James B. Payne
                                         -------------------------------------
                           Name:  James B. Payne
                                          Title:  President and Representative
                              Director

             RICHARD M. DEVOS, JR.

                       /s/ Richard M. DeVos, Jr.
                                   -------------------------------------------

            STEPHEN A. VAN ANDEL

                        /s/ Stephen A. Van Andel
                                   -------------------------------------------

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 EXHIBIT INDEX

EXHIBIT                                                                         
NO.                                           DESCRIPTION                     
---                                           -----------                     

(a)      (1)      Form of Senior Bank Financing Commitment Letter among NAJ,    
                 ALAP Apple Hold Co., L.P., New AAP Limited, Amway Corporation
                and Morgan Guaranty Trust Company of New York, Tokyo Branch,
               dated November 15, 1999 (incorporated herein y reference to
                Exhibit (b)(1) of the Schedule 14D-1 of N.A.J. Co., Ltd. and
                 ALAP Hold Co., Ltd. filed with the Commission on November 18,
             1999 and amended on November 26, 1999, November 30, 1999,
                  December 7, 1999, December 13, 1999 and December 17, 1999 (the
"Schedule 14D-1")).**                       

     (2)      Form of Term Sheet Regarding Credit Facility (incorporated
         herein by reference to Exhibit (b)(2) of the Schedule
14D-1).**                                   

     (3)      Credit Agreement, among ALAP, NAJ, Apple Hold Co., New AAP
              Limited, the banks party thereto and Morgan Guaranty Trust
               Company of New York, Toyko Branch, dated as of December 10,
1999.**                                     

(b)      (1)      Fairness Opinion of Goldman, Sachs & Co., dated November 15,  
1999.**                                     

        (2)      Presentation Materials of Goldman Sachs & Co., dated November
15, 1999.**                                 

       (3)      Presentation Materials of Morgan Stanley & Co. Incorporated,
dated September 21, 1999.**                 

(c)      (1)      Form of Tender Offer Agreement, dated November 15, 1999 by and
                among AJL, NAJ and ALAP (incorporated herein by reference to
Exhibit (c)(1) of the Schedule 14D-1).**    

       (2)      Form of Shareholder and Voting Agreement, by and among ALAP,
                 NAJ and Certain Shareholders of AJL, dated as of November 15,
               1999 (incorporated herein by reference to Exhibit (c)(2) of
the Schedule 14D-1).**                      

     (3)      Form of English translation of Memorandum Regarding Merger
              between NAJ and AJL, dated November 15, 1999 (incorporated
         herein by reference to Exhibit (c)(3) of the Schedule
14D-1).**                                   

         (4)      Form of Letter Agreement, dated May 11, 2000, between ALAP and
Guard Hill.                                 

(d)      (1)      Form of Offer to Purchase, dated November 18, 1999            
              (incorporated herein by reference to Exhibit (a)(1) of the
Schedule 14D-1).**                          

(2)      Form of Letter of Transmittal (incorporated herein by
         reference to Exhibit (a)(2) of the Schedule 14D-1).**

      (3)      Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                  Companies and Other Nominees (incorporated herein by reference
to Exhibit (a)(3) of the Schedule 14D-1).** 

 (4)      Form of Letter to Clients for Use by Brokers, Dealers,
        Commercial Banks, Trust Companies and Other Nominees
              (incorporated herein by reference to Exhibit (a)(4) of the
Schedule 14D-1).**                          

(5)      Form of Guidelines for Certification of Taxpayer     
              Identification Number on Substitute Form W-9 (incorporated
         herein by reference to Exhibit (a)(5) of the Schedule
14D-1).**                                   

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   (6)      Form of Letter to AJL's Holders of Common Stock and ADSs
              (incorporated herein by reference to Exhibit (a)(6) of the
Schedule 14D-1).**                          

         (7)      Form of Press Release "Amway Japan's Principal Shareholders to
                  Commence Tender Offer for Outstanding Public Shares" issued by
           AJL and the Principal Shareholders on November 15, 1999
              (incorporated herein by reference to Exhibit (a)(7) of the
Schedule 14D-1).**                          

       (8)      Form of English translation of Additional Information to the
              Press Release on November 15, 1999 (incorporated herein by
         reference to Exhibit (a)(8) of the Schedule 14D-1).**

      (9)      Form of English translation of Notice of Approval of Tender
          Offer, dated November 15, 1999 (incorporated herein by
         reference to Exhibit (a)(9) of the Schedule 14D-1).**

     (10)     Form of English translation of Announcement of Approval of
                 Tender Offer, dated November 15, 1999 (incorporated herein by
          reference to Exhibit (a)(10) of the Schedule 14D-1).**

       (11)     Form of English translation of Announcement of Merger, dated
                  November 15, 1999 (incorporated herein by reference to Exhibit
(a)(11) of the Schedule 14D-1).**           

     (12)     Form of Statement for AJL Distributors, dated November 15,
                1999 (incorporated herein by reference to Exhibit (a)(12) of
the Schedule 14D-1).**                      

     (13)     Form of Statement for AJL Employees on Electronic Bulletin
          Board, dated November 15, 1999 (incorporated herein by
          reference to Exhibit (a)(13) of the Schedule 14D-1).**

       (14)     Form of Communications to Amway Distributors, dated November
                 15, 1999 (incorporated herein by reference to Exhibit (a)(14)
of the Schedule 14D-1).**                   

    (15)     Form of Tender Offer Announcement to Amway Management and
              Employees, dated November 15, 1999 (incorporated herein by
          reference to Exhibit (a)(15) of the Schedule 14D-1).**

    (16)     Form of Memorandum to Diamonds Direct Distributors, dated
                  November 16, 1999 (incorporated herein by reference to Exhibit
(a)(16) of the Schedule 14D-1).**           

      (17)     Form of Press Release "Amway Japan's Principal Shareholders
                  Commence Tender Offer For Outstanding Public Shares" issued by
        AJL and the Public Shareholders on November 18, 1999
               (incorporated herein by reference to Exhibit (a)(17) of the
Schedule 14D-1).**                          

   (18)     Form of English translation of Report of Announcement of
            Opinion, dated November 18, 1999 (incorporated herein by
          reference to Exhibit (a)(18) of the Schedule 14D-1).**

  (19)     Form of English translation of the Public Notice, dated
                  November 18, 1999 (incorporated herein by reference to Exhibit
(a)(19) of the Schedule 14D-1).**           

       (20)     Form of Summary Advertisement published on November 18, 1999
               (incorporated herein by reference to Exhibit (a)(20) of the
Schedule 14D-1).**                          

(21)     Form of English translations of Japanese Tender Offer
                  Explanatory Statement and Tender Offer Application Form, dated
                  November 18, 1999 (incorporated herein by reference to Exhibit
(a)(21) of the Schedule 14D-1).**           

 (22)     Form of Trustee Direction Form from the 401(k) Trustee
               (incorporated herein by reference to Exhibit (a)(22) of the
Schedule 14D-1).**                          

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(23)     Form of Letter to Participants of the 401(k) Plan    
               (incorporated herein by reference to Exhibit (a)(23) of the
Schedule 14D-1).**                          

      (24)     Form of Letter to AJL Shareholders from AJL, dated November
             1999 (incorporated by reference to Exhibit (a)(24) of the
Schedule 14D-1).**                          

      (25)     Form of Letter to AJL Shareholders from NAJ, dated November
                1999 (incorporated herein by reference to Exhibit (a)(25) of
the Schedule 14D-1).**                      

        (26)     Form of Question and Answer Memorandum to Distributors, dated
                 December 2, 1999 (incorporated herein by reference to Exhibit
(a)(26) of the Schedule 14D-1).**           

  (27)     Form of English translation of the Public Notice, dated
                 December 7, 1999 (incorporated herein by reference to Exhibit
(a)(27) of the Schedule 14D-1).**           

(28)     Form of English translation of Japanese Tender Offer 
       Registration Statement, amended on December 7, 1999
               (incorporated herein by reference to Exhibit (a)(28) of the
Schedule 14D-1).**                          

         (29)     Form of English translation of Japanese Tender Offer Report of
NAJ, dated December 20, 1999.**             

       (30)     Form of English translation of Press Release, dated December
18, 1999.**                                 

       (31)     Form of English translation of Press Release, dated December
20, 1999.**                                 

       (32)     Form of English translation of Press Release, dated December
21, 1999.**                                 

(33)     Form of Press Release, dated December 20, 1999.**    

       (34)     Form of English translation of Press Release, dated December
22, 1999.**                                 

         (35)     Form of English translation of Japanese Tender Offer Report of
NAJ, as amended on December 22, 1999.**     

(e)               Not applicable.                                               

(f)               Not applicable.                                               

(g)               Consent of Deloitte Touche Tohmatsu (incorporated herein by   
      reference to Exhibit (g) of the Schedule 14D-1).**

(h)               Power of Attorney for NAJ (incorporated herein by reference to
Exhibit (h) of the Schedule 14D-1).**       

** Previously filed as exhibits to the Transaction Statement on Schedule 13E-3  
filed by NAJ, ALAP, the Company, Richard M. DeVos, Jr. and Stephen A. Van Andel 
on November 18, 1999 and amended on November 26, 1999, November 30, 1999,       
December 7, 1999, December 13, 1999, December 17, 1999 and December 27, 1999.   

 6

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/18/00		3
		5/11/00		2		4
		12/27/99		6					SC 13E3/A
		12/22/99		2		6
		12/21/99		6
		12/20/99		6					SC 13E3/A,  SC 14D1/A
		12/18/99		6
		12/17/99		4		6			SC 14D1/A
		12/13/99		4		6			SC 13E3/A,  SC 14D1/A
		12/10/99		4
		12/7/99		4		6			SC 13E3/A,  SC 14D1/A
		12/2/99		6
		11/30/99		4		6			SC 13E3/A,  SC 14D1/A
		11/26/99		4		6			SC 13E3/A,  SC 14D1/A
		11/18/99		2		6			SC 13E3,  SC 14D1
		11/16/99		5
		11/15/99		4		5
		9/21/99		4
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