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New Aap Ltd – ‘SC 14D1’ on 11/18/99 re: Amway Asia Pacific Ltd – EX-99.C.2

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

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/18/99  New Aap Ltd                       SC 14D1               21:498K Amway Asia Pacific Ltd            Bowne BCL/FA

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.C.2   —   Exhibit (C)(2)
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4I. Voting of Company Shares
"1.1 Agreement to Vote Company Shares
"Ii. Representations and Warranties
"2.1 Representations and Warranties of the Principal Shareholders
"2.2 Representations and Warranties of Parent
52.3 Representations and Warranties of Purchaser
6Iii. Certain Covenants of Principal Shareholders
"3.1 Restriction on Transfer of Principal Shares; Proxies and Noninterference
"Iv. Certain Covenants of Parent
"4.1 Restriction on Transfer of Non-Tendered Shares, Proxies and Noninterference
"4.2 Cooperation
7V. Miscellaneous
"5.1 Amendment; Termination
"5.2 Extension; Waiver
"5.3 Governing Law
"5.4 Notices
85.5 Assignment
"5.6 Further Assurances
"5.7 Enforcement
"5.8 Severability
"5.9 Counterparts
"5.10 Headings
"5.11 Third Party Beneficiary
9Principal Shareholders 
EX-99.C.21st Page of 14TOC↑TopPreviousNext↓BottomJust 1st
 

                                                                  Exhibit (c)(2)

SHAREHOLDER AND VOTING AGREEMENT

by and among

 APPLE HOLD CO., L.P.,

 NEW AAP LIMITED

 and

 CERTAIN SHAREHOLDERS OF AMWAY ASIA PACIFIC LTD.

 dated as of

 November 15, 1999


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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                                PAGE

                                                                                                                    
I.   VOTING OF COMPANY SHARES....................................................................................-2-
                  1.1      Agreement to Vote Company Shares......................................................-2-

II.  REPRESENTATIONS AND WARRANTIES..............................................................................-2-
                  2.1      Representations and Warranties of the Principal Shareholders..........................-2-
                  2.2      Representations and Warranties of Parent..............................................-2-
                  2.3      Representations and Warranties of Purchaser...........................................-3-

III.  CERTAIN COVENANTS OF PRINCIPAL SHAREHOLDERS................................................................-4-
                  3.1      Restriction on Transfer of Principal Shares;                                             
                           Proxies and Noninterference...........................................................-4-

IV.  CERTAIN COVENANTS OF PARENT.................................................................................-4-
                  4.1      Restriction on Transfer of Non-Tendered Shares,                                          
                           Proxies and Noninterference...........................................................-4-
                  4.2      Cooperation...........................................................................-4-

V.  MISCELLANEOUS................................................................................................-5-
                  5.1      Amendment; Termination................................................................-5-
                  5.2      Extension; Waiver.....................................................................-5-
                  5.3      Governing Law.........................................................................-5-
                  5.4      Notices...............................................................................-5-
                  5.5      Assignment............................................................................-6-
                  5.6      Further Assurances....................................................................-6-
                  5.7      Enforcement...........................................................................-6-
                  5.8      Severability..........................................................................-6-
                  5.9      Counterparts..........................................................................-6-
                  5.10     Headings..............................................................................-6-
                  5.11     Third Party Beneficiary...............................................................-7-

 -i-


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SHAREHOLDER AND VOTING AGREEMENT

      This SHAREHOLDER AND VOTING AGREEMENT, dated as of November 15, 1999
(this "Agreement"), is made and entered into among Apple Hold Co., L.P., a      
Bermuda limited partnership ("Parent"), New AAP Limited, a Bermuda corporation  
and wholly owned subsidiary of Parent ("Purchaser") and each of the shareholders
whose name is set forth on Schedule A hereto (each, a "Principal Shareholder"   
and, collectively, the "Principal Shareholders"). Except as otherwise defined   
herein, terms used herein with initial capital letters have the respective      
meanings ascribed thereto in the Amalgamation Agreement (as defined below).     

 RECITALS:

   WHEREAS, Parent, Purchaser and Amway Asia Pacific Ltd., a Bermuda
corporation (the "Company") propose to enter into a Tender Offer and            
Amalgamation Agreement, dated as of November 15, 1999 (the "Amalgamation        
Agreement"), pursuant to which Purchaser will conduct a tender offer (the       
"Offer") for all of the Company's Common Stock, and following the Offer,        
Purchaser will amalgamate with and into the Company (the "Amalgamation") or, if 
so elected by Purchaser, Purchaser will compulsorily purchase all outstanding   
Company Common Stock, all on the terms and subject to the conditions set forth  
in the Amalgamation Agreement;                                                  

         WHEREAS, as of the date hereof, each Principal Shareholder beneficially
owns and is entitled to dispose of (or to direct the disposition of) and to vote
(or to direct the voting of) the number of shares, no par value, of the Company,
set forth opposite such Principal Shareholder's name on Schedule A hereto       
(collectively, the "Principal Shares");                                         

       WHEREAS, the Principal Shareholders have informed Purchaser that they
will not tender their Principal Shares in response to the Offer, but such       
Principal Shareholders will transfer their Principal Shares ("Non-Tendered      
Shares") to Parent contemporaneously with the consummation of the Offer;        

   WHEREAS, following the Offer and the transfer of the Non-Tendered
Shares to Parent, Parent will beneficially own and be entitled to dispose of (or
to direct the disposition of) and to vote Shares, representing in excess of     
two-thirds of the outstanding Shares of the Company;                            

        WHEREAS, all or a portion of the funds required to pay the Offer Price
will be borrowed by Purchaser pursuant to a Credit Agreement among Purchaser,   
Parent, ALAP Hold Co., Ltd. and N.A.J. Co., Ltd., the lenders parties thereto   
(the "Lender Parties") and Morgan Guaranty Trust Company of New York, Tokyo     
Branch, as agent (the "Agent", and together with the Lender Parties, the        
"Banks");                                                                       

      WHEREAS, as a condition and inducement to their willingness to enter
into the Amalgamation Agreement, the Company and Purchaser have requested, and  
as a condition to the agreement of the Banks to fund the Offer Price and the    
consideration to be paid in the                                                 

                                   -1-


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Amalgamation or the compulsory purchase, the Banks have requested, that Parent  
agree, and Parent has agreed, to enter into this Agreement; and                 

      WHEREAS, as a condition and inducement to their willingness to enter
into the Amalgamation Agreement, the Parent and Purchaser have requested, and as
a condition to the agreement of the Banks to fund the Offer Price and the       
consideration to be paid in the Amalgamation or the compulsory purchase, the    
Banks have requested, that each Principal Shareholder agree, and each Principal 
Shareholder has agreed, to enter into this Agreement;                           

NOW, THEREFORE, in consideration of the foregoing and the     
representations, warranties and covenants contained in this Agreement, and for  
other good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto hereby agree as follows:                

I. VOTING OF COMPANY SHARES       

1.1 AGREEMENT TO VOTE COMPANY SHARES. At any meeting of the   
shareholders of the Company called to consider and vote upon the adoption or    
approval of the Amalgamation Agreement or the Amalgamation (and at any and all  
postponements and adjournments thereof), each Principal Shareholder will cause  
Parent to vote, and Parent hereby agrees to vote, all of the Non-Tendered       
Shares, in favor of the adoption or approval of the Amalgamation Agreement and  
the Amalgamation and in favor of any other matter necessary or appropriate for  
the consummation of the transactions contemplated by the Amalgamation Agreement 
that is considered and voted upon at any such shareholders' meeting.            

II. REPRESENTATIONS AND WARRANTIES

        2.1 REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each
Principal Shareholder, severally and not jointly, represents and warrants to    
Parent, the Banks and Purchaser, as of the date hereof and as of the Closing    
Date, as follows:                                                               

                  (a) EXECUTION AND DELIVERY. Such Principal Shareholder has all
requisite power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. In the case of each Principal Shareholder that
is not a natural person, the execution and delivery of this Agreement by such   
Principal Shareholder and the consummation by such Principal Shareholder of the 
transactions contemplated hereby have been duly authorized by all necessary     
action, if any, on the part of such Principal Shareholder. This Agreement has   
been duly and validly executed and delivered by such Principal Shareholder.     

              (b) OWNERSHIP OF SHARES. Such Principal Shareholder is the
sole holder of record and beneficial owner of such number of Principal Shares   
set forth opposite its, his or her name on SCHEDULE A and holds good, valid and 
marketable title to such Principal Shares and will hold such title at the date  
or dates such Principal Shareholders transfer their Principal Shares to Parent. 

     2.2 REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and
warrants to                                                                     


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Purchaser and the Principal Shareholders, as of the date hereof and as of the   
Closing Date, as follows:                                                       

     (a) ORGANIZATION. Parent is a limited partnership duly organized,
validly existing and in good standing under the laws of Bermuda.                

      (b) AUTHORITY RELATIVE TO THIS AGREEMENT. Parent has all requisite
limited partnership power and authority to execute and deliver this Agreement   
and to consummate the transactions contemplated hereby. The execution and       
delivery of this Agreement and the consummation of the transactions contemplated
hereby on the part of Parent have been duly and validly authorized by the       
general partner of Parent and no other limited partnership proceedings on the   
part of Parent are necessary to authorize this Agreement or to consummate the   
transactions contemplated hereby. This Agreement has been duly and validly      
executed and delivered by Parent.                                               

          (c) CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery of
this Agreement does not, and the consummation of the transactions contemplated  
hereby and the performance by Parent of its obligations hereunder will not:     

             (i) conflict with any provision of the certificate of formation
of Parent; or                                                                   

              (ii) require on the part of Parent any consent, approval, order,
authorization or permit of, or registration, filing or notification to, any     
Governmental Authority or any third party.                                      

   2.3 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to Parent and the Principal Shareholders, as of the date hereof and as 
of the Closing Date, as follows:                                                

     (a) ORGANIZATION. Purchaser is a company duly incorporated and is
validly existing as a corporation under the laws of Bermuda.                    

   (b) POWER AND AUTHORITY. Purchaser has full corporate power and
authority to execute and deliver this Agreement and to consummate the           
transactions contemplated hereby. The execution and delivery of this Agreement  
and the consummation of the transactions contemplated hereby on the part of     
Purchaser have been duly and validly authorized by its board of directors and   
its sole shareholder and no other corporate proceedings on the part of Purchaser
are necessary to authorize this Agreement or to consummate the transactions     
contemplated hereby. This Agreement has been duly and validly executed and      
delivered by Purchaser.                                                         

          (c) CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery by
Purchaser of this Agreement does not, and the consummation of the transactions  
contemplated hereby and the performance by Purchaser of its obligations         
hereunder will not:                                                             

       (i) conflict with or violate any provision of Purchaser's
Memorandum of Association or Bye-laws; or                                       

          (ii) require on the part of Purchaser any consent, approval,
order,                                                                          


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authorization or permit of, or registration, filing or notification to, any     
Governmental Authority, except for (i) the filing by Purchaser with the SEC of  
such reports under the Exchange Act as may be required in connection with the   
Amalgamation Agreement (including, without limitation, the Schedule 14D-1 and   
the Schedule 13E-3), and the transactions contemplated thereby and (iii) such   
additional actions or filings which, if not taken or made, would not, singly or 
in the aggregate, have a material adverse effect on the condition, financial or 
otherwise, the earnings, business affairs or business prospects of Purchaser or 
the transactions contemplated by this Agreement.                                

III. CERTAIN COVENANTS OF PRINCIPAL SHAREHOLDERS

3.1 RESTRICTION ON TRANSFER OF PRINCIPAL SHARES; PROXIES AND  
NONINTERFERENCE. Each Principal Shareholder hereby agrees that it will not,     
directly or indirectly: (A) except as otherwise contemplated by this Agreement  
or the Amalgamation Agreement, offer for sale, sell, transfer, tender, pledge,  
encumber, assign or otherwise dispose of, or enter into any contract, option or 
other arrangement or understanding with respect to or consent to the offer for  
sale, sale, transfer, tender, pledge, encumbrance, assignment or other          
disposition of, any or all of the Principal Shares or any other Shares it may at
anytime own (collectively, "Company Shares"); (B) except pursuant to the terms  
of this Agreement, grant any proxies or powers of attorney, deposit any Company 
Shares into a voting trust or enter into a voting agreement with respect to any 
Company Shares; or (C) take any action that would reasonably be expected to make
any representation or warranty contained herein untrue or incorrect or have the 
effect of impairing the ability of such Principal Shareholder to perform its    
obligations under this Agreement or preventing or delaying the consummation of  
any of the transactions contemplated hereby.                                    

 IV. CERTAIN COVENANTS OF PARENT

 4.1 RESTRICTION ON TRANSFER OF NON-TENDERED SHARES, PROXIES AND
NONINTERFERENCE. Parent hereby agrees that it will not, directly or indirectly: 
(A) except as otherwise contemplated by this Agreement or the Amalgamation      
Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or  
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale, transfer, 
tender, pledge, encumbrance, assignment or other disposition of, any or all of  
the Non-Tendered Shares or any other Shares it may at anytime own (collectively,
"Parent Shares"); (B) except pursuant to the terms of this Agreement, grant any 
proxies or powers of attorney, deposit any Parent Shares into a voting trust or 
enter into a voting agreement with respect to any Parent Shares; or (C) take any
action that would reasonably be expected to make any representation or warranty 
contained herein untrue or incorrect or have the effect of impairing the ability
of Parent to perform its obligations under this Agreement or preventing or      
delaying the consummation of any of the transactions contemplated hereby.       

   4.2 COOPERATION. Parent will cooperate fully with the Company and
Purchaser in connection with their respective reasonable best efforts to fulfill
the conditions to (a) the Offer set forth in Article II to the Amalgamation     
Agreement and (b) the Amalgamation set forth in Article III of the Amalgamation 
Agreement or, if so elected by Purchaser, the compulsory purchase set forth in  
Article IV of the Amalgamation Agreement.                                       


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V. MISCELLANEOUS

         5.1 AMENDMENT; TERMINATION. This Agreement may not be amended except by
an instrument in writing signed on behalf of each of the parties hereto. This   
Agreement will terminate upon the date the Amalgamation Agreement is terminated 
in accordance with its terms, or by the mutual consent of the Board of Directors
of the Company consisting of the Disinterested Directors, and the general       
partner of Parent. In the event of termination of this Agreement pursuant to    
this Section 5.1, this Agreement, except as to those transactions already       
consummated, will become null and void and of no effect with no liability on the
part of any party hereto; provided, however, that no such termination will      
relieve any party hereto from any liability for any breach of this Agreement    
arising under applicable law.                                                   

      5.2 EXTENSION; WAIVER. Any agreement on the part of a party to waive
any provision of this Agreement, or to extend the time for any performance      
hereunder, will be valid only if set forth in an instrument in writing signed on
behalf of such party. The failure of any party to this Agreement to assert any  
of its rights under this Agreement or otherwise will not constitute a waiver of 
such rights.                                                                    

         5.3 GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the laws of Bermuda and the parties hereby irrevocably submit  
to the non-exclusive jurisdiction of the courts of Bermuda.                     

   5.4 NOTICES. All notices and other communications hereunder shall
comply with the notice provisions of the Amalgamation Agreement. In addition all
notices to the Principal Shareholders shall be sent to the following parties:   

Amway Corporation         
7575 Fulton Street East   
Ada, Michigan 49355       
        Attention:  Craig N. Meurlin, Esq.
Telephone: (616) 787-8305 
Facsimile: (616) 787-5623 
     E-mail: craig_meurlin@amway.com

           with copies to (for those Principal Shareholders listed
                           on SCHEDULE A as the "DeVos Family"):

Cravath Swaine & Moore    
Worldwide Plaza           
825 8th Avenue            
New York, New York 10015  
     Attention:  Daniel Mosley, Esq.
Telephone: (212) 474-1696 
Facsimile: (212) 765-0977 
 E-mail: dmosley@cravath.com


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           with copies to (for those Principal Shareholders listed
                               on SCHEDULE A as the "Van Andel Family"):

Hogan & Hartson           
Columbia Square           
555 Thirteenth Street, NW 
Washington, D.C. 20004    
         Attention:  Sara-Ann Determan, Esq.
Telephone: (202) 637-6588 
Facsimile: (202) 637-5910 
 E-mail: sdeterman@hhlaw.com

         5.5 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any party hereto (whether by      
operation of law or otherwise) without the prior written consent of the other   
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by, the parties and their respective 
successors and assigns.                                                         

       5.6 FURTHER ASSURANCES. Each of the Principal Shareholders and Parent
will execute and deliver such other documents and instruments and take such     
further actions as may be necessary or appropriate or as may be reasonably      
requested by Purchaser in order to ensure that Purchaser receives the full      
benefit of this Agreement.                                                      

       5.7 ENFORCEMENT. Irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their 
specific terms or were otherwise breached. Accordingly, the parties will be     
entitled to an injunction or injunctions to prevent breaches of this Agreement  
and to enforce specifically the terms and provisions of this Agreement, this    
being in addition to any other remedy to which they are entitled at law or in   
equity.                                                                         

      5.8 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority  
to be invalid, void, unenforceable or against its regulatory policy, the        
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired 
or invalidated.                                                                 

 5.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same instrument and   
will become effective when one or more counterparts have been signed by any     
party and delivered to the other parties.                                       

  5.10 HEADINGS. The descriptive headings contained herein are for
convenience and reference only and will not affect in any way the meaning or    
interpretation of this Agreement.                                               

       5.11 THIRD PARTY BENEFICIARY. Except for the Banks and, to the extent
provided in the second sentence of Section 5.1 hereof, the Company, this        
Agreement is not intended to confer upon any person other than the parties      
hereto any rights or remedies hereunder. The Banks shall                        


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have the same rights and remedies available to the parties to this Agreement as 
if the Banks were a party hereto.                                               

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.              

APPLE HOLD CO., L.P.  
                 By: AP New Co., LLC, as general partner

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

NEW AAP LIMITED       

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

 PRINCIPAL SHAREHOLDERS:

JAY VAN ANDEL TRUST   

By: /s/ Jay Van Andel 
                               -----------------------------------------------
Name: Jay Van Andel   
Title: Trustee        

                 SUBTRUST UNDER PARAGRAPH 3 OF JVA TRUST

By: /s/ Jay Van Andel 
                               -----------------------------------------------
Name: Jay Van Andel   
Title: Trustee        

            JAY AND BETTY VAN ANDEL FOUNDATION

By: /s/ Jay Van Andel 
                               -----------------------------------------------
Name: Jay Van Andel   
Title: President      


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     RICHARD M. DEVOS 1998 TRUST

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
Title: Trustee        

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
     Name: Richard M. DeVos, Jr.
Title: President      

          RICHARD & HELEN DEVOS FOUNDATION

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
          Title: Vice President, Secretary

        HELEN J. DEVOS ARTICLE I TRUST

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
Title: Trustee        

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
     Name: Richard M. DeVos, Jr.
Title: President      

                RICHARD M. DEVOS, JR. ARTICLE II TRUST

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
     Name: Richard M. DeVos, Jr.
Title: President      

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
Title: Trustee        


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          DANIEL G. DEVOS ARTICLE II TRUST

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
Title: Trustee        

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
     Name: Richard M. DeVos, Jr.
Title: President      

              SUZANNE DEVOS-VANDERWEIDE ARTICLE II
TRUST                 

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
Title: Trustee        

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
     Name: Richard M. DeVos, Jr.
Title: President      

           DOUGLAS L. DEVOS ARTICLE II TRUST

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
     Name: Richard M. DeVos, Jr.
Title: President      

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
Title: Trustee        

         RDV CAPITAL MANAGEMENT L.P. III
                        By:  RDV Corporation, as general partner

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name: Jerry Tubergen  
Title: President      


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              RICHARD M. DEVOS, JR. 1995 CHRISTMAS
TRUST                 

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
       Name:   Richard M. DeVos, Jr.
Title:  President     

  By: /s/ Daniel L. Mosley
                               -----------------------------------------------
  Name:   Daniel L. Mosley
Title:  Trustee       

              DANIEL G. DEVOS 1995 CHRISTMAS TRUST

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
      Name:  Richard M. DeVos, Jr.
Title: President      

  By: /s/ Daniel L. Mosley
                               -----------------------------------------------
 Name:  Daniel L. Mosley
Title: Trustee        

        SUZANNE DEVOS-VANDERWEIDE 1995
CHRISTMAS TRUST       

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name:  Jerry Tubergen 
Title: Trustee        

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
      Name:  Richard M. DeVos, Jr.
Title: President      


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               DOUGLAS L. DEVOS 1995 CHRISTMAS TRUST

By: /s/ Jerry Tubergen
                               -----------------------------------------------
Name:  Jerry Tubergen 
Title: Trustee        

       By: /s/ Richard M. DeVos, Jr.
                               -----------------------------------------------
      Name:  Richard M. DeVos, Jr.
Title: President      


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SCHEDULE A

                                                                [Download Table]

                                                NUMBER OF PRINCIPAL
                SHAREHOLDER                        SHARES OWNED    
I.  VAN ANDEL FAMILY                                               
                                                                   
Jay Van Andel Trust                                    12,315,145  
Subtrust Under Paragraph 3 of JVA Trust                11,092,330  
Jay and Betty Van Andel Foundation                        564,290  

II.  DEVOS FAMILY                                                  

Richard M. DeVos 1998 Trust                             9,948,743  
Richard & Helen DeVos Foundation                          564,290  
Helen J. DeVos Article I Trust                          3,835,882  
Richard M. DeVos, Jr. Article II Trust                    200,528  
Daniel G. DeVos Article II Trust                          200,528  
Suzanne DeVos-VanderWeide Article II Trust                200,528  
Douglas L. DeVos Article II Trust                         200,528  
RDV Capital Management L.P. III                         1,000,000  
Richard M. DeVos, Jr. 1995 Christmas Trust              1,955,184  
Daniel G. DeVos 1995 Christmas Trust                    1,955,184  
Suzanne DeVos-VanderWeide 1995 Christmas Trust          1,955,185  
Douglas L. DeVos 1995 Christmas Trust                   1,955,185  

TOTAL                                                  47,943,530

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:11/18/99SC 13E3
11/15/9913
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