New Aap Ltd, et al. – ‘SC 13E3/A’ on 12/13/99 re: Amway Asia Pacific 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 Asia Pacific Ltd/New Aap Limited                12     57K 
 2: EX-99.B.2   Exhibit (B)(2)                                        44    126K 
 3: EX-99.B.3   Exhibit (B)(3)                                        38    142K 

SC 13E3/A   —   Amway Asia Pacific Ltd/New Aap Limited
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)

AMENDMENT NO. 1 

------------------------

AMWAY ASIA PACIFIC LTD. 
(Name of Issuer)

NEW AAP LIMITED 

APPLE HOLD CO., L.P.

AMWAY ASIA PACIFIC LTD. 

(Names of Persons Filing Statement) 

COMMON STOCK, $0.01 PAR VALUE PER SHARE 
(Title of Class of Securities)

G0352M 10 8 
(CUSIP Number of Class of Securities) 
------------------------

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:  [ ]                    
------------------------

CALCULATION OF FILING FEE 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
                TRANSACTION VALUATION                                  AMOUNT OF FILING FEE                 
------------------------------------------------------------------------------------------------------------
                                                                                                            
                   $152,971,740.00                                          $30,595.00                      

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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)   
  and identify the filing with which the offsetting fee was previously paid.
  Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.                                 

                                                                [Download Table]
                                                                    
AMOUNT PREVIOUSLY PAID: $30,595.00     FILING PARTY: New AAP Limited
FORM OR REGISTRATION NO: SCHEDULE                                   
  14D-1                                DATE FILED: November 18, 1999

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  This Transaction Statement on Schedule 13E-3, filed on November 18, 1999
(the "Schedule 13E-3"), relating to the offer by New AAP Limited, a Bermuda     
corporation ("New AAP"), to purchase all outstanding shares of the Common Stock,
par value $.01 per share (the "Common Stock"), of Amway Asia Pacific Ltd., a    
Bermuda corporation (the "Company"), that are beneficially owned by the         
shareholders of the Company, is hereby amended and supplemented as set forth in 
this Amendment No. 1. Capitalized terms used but not defined herein have the    
meanings assigned to them in the Schedule 14D-1 of Purchaser filed with the     
Securities and Exchange Commission on November 18, 1999, as amended by Amendment
No. 1 on December 13, 1999.                                                     

ITEM 2. IDENTITY AND BACKGROUND.                                                

   The information set forth in Item 2 is hereby amended to read as follows:

   (a)-(d), (g) This Statement is filed by New AAP, Apple Hold Co., L.P. and
the Company. Apple Hold Co., L.P., a limited partnership organized under the    
laws of Bermuda ("Hold Co."), is the parent of New AAP. Hold Co. was formed in  
November 1999 for the principal purpose of facilitating New AAP's acquisition of
all of the outstanding shares of the Company and has no prior operating history.
The principal executive offices of Hold Co. are currently located at One East   
First Street, Suite 1600, Reno, Nevada 89501. Hold Co. does not have any        
significant assets or liabilities and it has not engaged in activities other    
than those incidental to its formation and capitalization, its execution of the 
Amalgamation Agreement and preparation for the Offer. The general partner of    
Hold Co. is AP New Co., LLC, a Nevada limited liability company ("AP New Co."). 
AP New Co. is managed by Craig N. Meurlin and Lawrence M. Call. The business    
address for each of the managers of AP New Co. is 7575 Fulton Street, East, Ada,
Michigan 49355. Messrs. Meurlin and Call are U.S. citizens.                     

Craig N. Meurlin, age 47, has been a manager of AP New Co. since its  
formation in September 1999. Mr. Meurlin has also been Vice President, General  
Counsel and Assistant Secretary of Amway Asia Pacific Ltd. since 1993. Mr.      
Meurlin is Senior Vice President, General Counsel and Secretary of Amway and has
held such positions since 1993. Prior to that, Mr. Meurlin was a partner in the 
law firm of Jones, Day, Reavis & Pogue. Mr. Meurlin holds a Bachelors of Arts   
Degree from the University of Vermont and a Juris Doctor from the University of 
Virginia.                                                                       

Lawrence M. Call, age 57, has been a manager of AP New Co. since its  
formation in September 1999. Mr. Call has also been Vice President of Amway Asia
Pacific Ltd. since its formation in 1993. Mr. Call served as Chief Financial    
Officer and Treasurer of Amway Asia Pacific Ltd. until July 1, 1999. He has also
served as Chief Financial Officer of Amway since 1991. Prior to joining Amway,  
Mr. Call had been Treasurer of PPG Industries, a manufacturer of flat glass,    
fiberglass, coatings, resins industrial and special chemicals, since 1984.      
Before becoming Treasurer of PPG Industries, he had held various other financial
control positions with PPG Industries. Prior to that, Mr. Call spent 15 years in
public accounting with Deloitte, Haskins and Sells (the predecessor to Deloitte 
and Touche). He is a Certified Public Accountant and holds a Bachelor's Degree  
from Loyola University.                                                         

 The information set forth in "The Offer - Certain Information Regarding
Purchaser" and "The Offer - Certain Information Regarding AAP" in the Offer to  
Purchase and in Schedule I - "PURCHASER DIRECTORS; AAP EXECUTIVE OFFICERS AND   
DIRECTORS" thereto is incorporated herein by reference. For purposes of this    
Amendment No. 1 to the Schedule 14D-1, all references to Purchaser shall mean,  
collectively, New AAP Limited and Apple Hold Co., L.P.                          

  (e)-(f) During the past five years, none of Purchaser's or the Company's
officers or directors (i) have been convicted in a criminal proceeding          
(excluding traffic violations or similar misdemeanors); or (ii) were a party to 
a civil proceeding of a judicial or administrative body of competent            
jurisdiction and as a result of such proceeding were or are subject to a        
judgment, decree or final order enjoining future violations of, or prohibiting  
activities subject to, federal or state securities laws or finding any violation
of such laws.                                                                   

ITEM 4. TERMS OF THE TRANSACTION.                                               

The information set forth in Item 4 is hereby amended as follows:     

  (a) The information set forth on the cover page of the Offer to Purchase
and in "Introduction," "The Offer - Number of Shares; Expiration and Extension  
of Offer," "The Offer - Procedure for Tendering Shares," "The                   

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Offer - Withdrawal Rights," "The Offer- Acceptance for Payment of Shares and    
Payment of Purchase Price," "The Offer - Market Information; Exchange Rates;    
Dividends and Dividend Policy," "The Offer - Certain Legal Matters; Regulatory  
Approvals," "The Offer- Extension of Offer; Termination; Amendments," "The Offer
- Fees and Expenses" and "The Offer - Miscellaneous" in the Offer to Purchase is
incorporated herein by reference. The phrase "upon the terms and subject to the 
conditions of the Offer" in the first sentence of the first paragraph on page 3 
of the Offer to Purchase, the first sentence of "The Offer - Number of Shares;  
Expiration and Extension of Offer," the first sentence of "The Offer - Procedure
for Tendering Shares - Tender Constitutes an Agreement" and the first sentence  
of "The Offer - Acceptance for Payment of Shares and Payment of Purchase Price,"
shall hereinafter read "upon the terms relating to the tender offer process as  
described herein."                                                              

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.                 

   The information set forth in Item 9 is hereby amended to read as follows:

   (a)-(c) The information set forth in "Special Factors - Background of the
Offer; Recommendation of the Special Committee and the Disinterested Directors; 
Reasons for the Recommendation; Opinion of the Financial Advisor to the Special 
Committee" and in Schedule II to the Offer to Purchase is incorporated herein by
reference.                                                                      

Pursuant to an engagement letter dated September 1, 1999 ("The Letter 
Agreement"), Morgan Stanley & Co. Incorporated ("Morgan Stanley") was engaged as
financial advisor to ALAP Hold Co., Ltd. and Apple Hold Co., Ltd. (together "The
Holdcos") in connection with the cash tender offers for the outstanding public  
shares of Amway Japan Limited and Amway Asia Pacific Ltd., collectively "The    
Companies." At a meeting on September 21, 1999, Morgan Stanley made a           
presentation to The Holdcos regarding certain issues surrounding the            
transactions. The purpose of the presentation was to provide guidance on the    
process for the cash tender offers and to provide financial advice on the equity
valuation of The Companies but not on the fairness of the consideration that    
might be offered for shares of either of The Companies. For the purposes of the 
presentation, Morgan Stanley:                                                   

        - reviewed certain publicly available financial statements and other
information of The Companies;                                         

        - reviewed certain internal financial statements and other financial
   and operating data concerning The Companies prepared by the management of
The Companies;                                                        

          - analyzed certain financial projections prepared by the management of
The Companies;                                                        

       - discussed the past and current operations and financial condition
     and the prospects of The Companies with senior executives of The Companies;

      - reviewed the reported prices and trading activity for the common
stock of The Companies;                                               

        - compared the financial performance of The Companies and the prices
and trading activity of the common stock with that of certain other   
comparable publicly-traded companies and their securities;            

          - reviewed other transactions (mostly in the United States) in which a
majority shareholder acquired all of the outstanding minority shares. 

     Morgan Stanley assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by Morgan Stanley. With   
respect to the financial projections, Morgan Stanley assumed that they were     
reasonably prepared on bases reflecting the best currently available estimates  
and judgments of the future financial performance of The Companies. Morgan      
Stanley did not make any independent valuation or appraisal of the assets or    
liabilities of The Companies. Its analysis was necessarily based on economic,   
market and other conditions as in effect on, and the information made available 
to it as of, September 20, 1999.                                                

Based on financial analysis including comparable company analysis,    
discounted cash flow analysis and analysis of precedent transactions, it        
discussed a per share offer of $15.00 for Amway Asia Pacific Ltd. and Y1,450 for
Amway Japan Limited. For further detail, please reference Exhibit (b)(3) to this
Schedule 13E-3.                                                                 

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The preparation of the presentation was a complex process and is not  
necessarily susceptible to a partial analysis or summary description. In its    
presentation, Morgan Stanley considered the results of all of its analyses as a 
whole and did not attribute any particular weight to any particular analysis or 
factor. Furthermore, Morgan Stanley believes that selecting any portion of its  
analyses, without considering all analyses, would create an incomplete view of  
the process underlying its presentation. In addition, Morgan Stanley may have   
given various analyses and factors more or less weight than other analyses and  
factors and may have deemed various assumptions more or less probable than other
assumptions, so that the ranges of valuations resulting from any particular     
analysis described above should not be taken to be Morgan Stanley's view of the 
actual value of The Companies.                                                  

   In performing its analyses, Morgan Stanley made numerous assumptions with
respect to the industry performance, general business and economic conditions   
and other matters, many of which are beyond the control of The Companies. Any   
estimates contained in Morgan Stanley's analysis are not necessarily indicative 
of future results or actual values, which may be significantly more or less     
favorable than suggested by such estimates. The analyses do not purport to be   
appraisals or to reflect the prices at which The Companies might actually trade 
in a public market or in a private sale or merger transaction.                  

     Morgan Stanley provided advice to The Holdcos during negotiations; however,
Morgan Stanley did not recommend any specific consideration to The Companies or 
that any specific consideration constituted the only appropriate consideration  
for the transactions. In addition, as described above, Morgan Stanley's         
presentation to The Holdcos was one of the many factors taken into consideration
by The Holdcos in making their decisions to proceed with the transactions. The  
presentation did not contain and Morgan Stanley did not delivery any opinion    
relating to the fairness of the consideration offered for the shares of either  
of the Companies.                                                               

    Consequently, the Morgan Stanley analyses as described above should not be
viewed as determinative of the opinion of The Holdcos with respect to the value 
of The Companies or the fairness of the consideration offered. The purchase     
price for all of the outstanding publicly traded shares of each of The Companies
was determined through arm's-length negotiations between The Holdcos and The    
Companies and was approved by The Companies' respective Boards of Directors.    

   The Holdcos engaged Morgan Stanley to advise it on strategic alternatives
and to provide Morgan Stanley's advice because of its experience and expertise. 
Morgan Stanley is an internationally recognized investment banking and advisory 
firm. Morgan Stanley, as part of its investment banking business, is continually
engaged in the valuation of businesses and securities in connection with mergers
and acquisitions, negotiated underwriting, competitive bidding, secondary       
distributions of listed and unlisted securities, private placements and         
valuation for estate, corporate and other purposes.                             

Pursuant to The Letter Agreement, Morgan Stanley provided financial   
advisory services in connection with the transaction, and The Holdcos agreed to 
pay Morgan Stanley a customary fee in connection therewith. The Holdcos have    
also agreed to reimburse Morgan Stanley for its expenses incurred in performing 
its services. In addition, The Holdcos have agreed to indemnify Morgan Stanley  
and its affiliates, their respective directors, officers, agents and employees, 
and each person, if any, controlling Morgan Stanley or any of its affiliates    
against certain liabilities and expenses, including certain liabilities under   
the federal securities laws related to or arising out of Morgan Stanley's       
engagement and any related transactions.                                        

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   The following is a summary of financial projections provided to financial
advisors:                                                                       

AMWAY ASIA PACIFIC FINANCIAL PROJECTIONS

KEY ASSUMPTIONS                                                                 

 - The projections were updated in October to reflect any changes in the
outlook for each region in light of fourth quarter FY1999 results 

 - FY2000 figures have been produced on a bottom-up, product-by-product,
cost item-by-cost item basis by local management of each affiliate
according to the annual budgeting process                         

- FY2001-FY2004 figures for each affiliate have been produced in the  
ordinary course of business. FY2000 plan is extrapolated, using   
     year-on-year net sales growth and margin ratios as key drivers. Foreign
      exchange rates and effective tax rates are assumed constant post FY2000.
     The projections are prepared based on extensive consultations with each
local management as to their operating environments, as well as   
reflecting historical experience in other affiliates worldwide    

     - FY2000-FY2004 figures (in US$ terms) assume a steady recovery from 1998/9
economic downturn with no fundamental changes in distributor base,
product line, cost structure, regulatory environment              

       - Australia: 8% recovery in net sales in 2000, steady growth thereafter
       (2.2% CAGR), regaining pre-decline 1998 levels in 2004. EBIT margin
erodes to 7.6% in 2003 but recovers to 8.8% in 2004.        

- New Zealand: 7% recovery in net sales in 2000, steady growth  
        thereafter (5.0% CAGR) but still 20% down on pre-decline 1997 levels
     in 2004. EBIT margin increases from 0.6% in 2000 to 2.7% in 2004.

      - Malaysia: 8% recovery in net sales in 2000, steady growth thereafter
      (5.0% CAGR) but still 19% down on pre-decline 1997 levels in 2004.
      EBIT margin declines slightly from 13.6% in 2000 to 13.0% in 2004.

       - Thailand: 12% recovery in net sales in 2000, steady growth thereafter
      (6.9% CAGR) but still 28% down on pre-decline 1997 levels in 2004.
     EBIT margin increases slightly from 6.8% in 2000 to 7.9% in 2004.

        - Hong Kong: 10% recovery in net sales in 2000, steady growth thereafter
       (6.0% CAGR), regaining pre-decline 1997 levels in 2004. EBIT margin
improves from -2.0% in 2000 to 1.5% in 2004.                

       - Taiwan: continuing decline in net sales in 2000, flat in 2001. Steady
          recovery thereafter (4.5% CAGR) but still down 21% on pre-decline 1997
  levels in 2004. EBIT margin kept largely constant around 5.5%.

       - China: 115% recovery in net sales in 2000, steady recovery thereafter
     (12.5% CAGR). Pre-decline 1997 levels only regained in 2004. EBIT
margin declines from 7.3% in 2000 to 6.5% in 2004.          

- No significant capital expenditures are assumed beyond China and    
    recurring maintenance items. Working capital requirement largely flat.

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EXCHANGE RATE ASSUMPTIONS                                                       

                                                        [Enlarge/Download Table]

                                                        FY97    FY98    FY99   FY2000-04
                                                       ------  ------  ------  ---------
                                                                                        
Australian Dollar.....................................  1.293   1.519   1.575    1.493  
New Zealand Dollar....................................  1.452   1.751   1.882    1.818  
Malaysian Ringgit.....................................  2.531   3.714   3.800    3.800  
Thai Baht............................................. 26.463  41.317  37.360   38.000  
China Renminbi........................................  8.296   8.281   8.278    8.300  
Hong Kong Dollar......................................  7.739   7.743   7.751    7.800  
Taiwan Dollar......................................... 27.652  32.391  32.655   33.300  

Source: Amway Asia Pacific Ltd.                                                 

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AMWAY ASIA PACIFIC HISTORICAL AND PROJECTED 
INCOME STATEMENT
(US$ IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                      AUGUST 31,                                          
                                         ---------------------------------------------------------------------   2000-2004
                                         1997A    1998A    1999A    2000E    2001E    2002E    2003E    2004E      CAGR   
                                         ------   ------   ------   ------   ------   ------   ------   ------   ---------
                                                                                                                          
Net Sales                                                                                                                 
  Australia.............................  121.8    124.2    107.4    115.6    119.1    119.1    122.5    126.0      2.2%  
  New Zealand...........................   29.3     22.7     17.9     19.2     20.8     21.6     22.5     23.4      5.0%  
  China.................................  178.0     68.3     55.5    120.0    138.0    151.8    167.0    192.0     12.5%  
  Taiwan................................  164.8    141.9    122.6    114.1    114.1    118.1    124.0    130.2      3.4%  
  Hong Kong.............................   34.4     31.4     25.5     28.0     29.4     30.8     33.0     35.3      6.0%  
  Malaysia..............................  135.2     94.7     83.5     90.0     94.5     99.2    104.2    109.4      5.0%  
  Thailand..............................  181.6    104.3     89.2    100.0    110.0    115.5    121.3    130.4      6.9%  
                                         ------   ------   ------   ------   ------   ------   ------   ------     ----   
Net Sales...............................  845.2    587.6    501.5    586.9    625.8    656.2    694.5    746.6      6.2%  
  Total Cost of Sales................... (313.3)  (257.2)  (216.5)  (251.0)  (265.4)  (277.6)  (293.0)  (313.7)     5.7%  
                                         ------   ------   ------   ------   ------   ------   ------   ------     ----   
Gross Profit............................  531.9    330.4    285.0    336.0    360.4    378.6    401.4    432.9      6.5%  
                                         ------   ------   ------   ------   ------   ------   ------   ------     ----   
Total Operating Expenses................ (383.3)  (305.1)  (258.7)  (293.5)  (311.8)  (331.2)  (352.5)  (376.9)     6.5%  
                                         ------   ------   ------   ------   ------   ------   ------   ------     ----   
EBIT....................................  148.6     25.3     26.3     42.5     48.6     47.4     48.9     56.1      7.2%  
  Other Income -- Net...................   24.9     11.0      7.4      3.8      3.5      5.4      5.3      5.6            
  Interest Expense......................   (0.2)    (1.3)    (0.9)    (0.8)     0.0      0.0      0.0      0.0            

  Income Before MI & Taxes..............  173.3     35.0     32.8     45.5     52.1     52.8     54.2     61.6      7.9%  
                                         ------   ------   ------   ------   ------   ------   ------   ------     ----   
  Income Taxes..........................  (54.9)   (23.5)   (13.3)   (14.7)   (15.3)   (15.8)   (16.8)   (18.9)           
  Minority Interest.....................  (14.3)   (10.0)    (7.1)    (4.8)    (5.0)    (5.1)    (5.2)    (5.4)           

  Net Income............................  104.0      1.5     12.5     26.1     31.8     31.8     32.2     37.3      9.3%  
                                         ======   ======   ======   ======   ======   ======   ======   ======     ====   
Depreciation............................   13.0     13.5     12.8     13.3     14.5     16.9     17.9     20.0            
Decrease in WC..........................   25.9     (6.8)     6.5     13.0     11.7     14.9     16.6     13.6            
CapEx...................................  (27.8)   (33.1)   (13.0)   (15.6)   (20.0)   (16.5)   (16.9)   (15.8)           

Net Sales Growth........................           (30.5)%  (14.6)%   17.0%     6.6%     4.8%     5.8%     7.5%           
Gross Margin............................   62.9%    56.2%    56.8%    57.2%    57.6%    57.7%    57.8%    58.0%           
EBIT Margin.............................   17.6%     4.3%     5.2%     7.2%     7.8%     7.2%     7.0%     7.5%           
Depreciation / Sales....................    1.5%     2.3%     2.5%     2.3%     2.3%     2.6%     2.6%     2.7%           
CapEx / Dep.............................    2.1x     2.5x     1.0x     1.2x     1.4x     1.0x     0.9x     0.8x           

Source: 2000-4E estimates from Amway Asia Pacific Ltd.                          

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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD    

TO THE TRANSACTION.                                                             

The information set forth in Item 12(a) is hereby amended to read as  
follows:                                                                        

    (a) The information set forth in "Introduction" and "The Offer - Interests
of Certain Persons" in the Offer to Purchase is incorporated herein by          
reference. In addition, Purchaser has been informed by the Principal            
Shareholders that they will not tender their Shares in response to the Offer    
(other than 1,128,580 Shares owned by certain charitable foundations established
by certain of the Principal Shareholders).                                      

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.                                      

The information in Item 17 is hereby amended by adding the following  
exhibits:                                                                       

                                                                [Download Table]
                                                                         
(a)   (1)    Form of Senior Bank Financing Commitment Letter, among New  
             AAP, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd., Amway 
             Corporation and Morgan Guaranty Trust Company of New York,  
             Tokyo Branch, dated November 15, 1999 (incorporated herein  
             by reference to Exhibit (b)(1) of the Schedule 14D-1 of New 
             AAP Limited and Apple Hold Co., L.P. filed with the         
             Commission on November 18, 1999 and amended on December 13, 
             1999 (the "Schedule 14D-1")).*                              
      (2)    Form of Term Sheet Regarding the Credit Facility            
             (incorporated herein by reference to Exhibit (b)(2) of the  
             Schedule 14D-1).*                                           
(b)   (1)    Form of 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 and Amalgamation Agreement, dated      
             November 15, 1999 among the Company, New AAP and Hold Co.   
             (incorporated herein by reference to Exhibit (c)(1) of the  
             Schedule 14D-1).*                                           
      (2)    Form of Shareholder and Voting Agreement, by and among New  
             AAP, Hold Co. and Certain Shareholders of the Company, dated
             as of November 15, 1999 (incorporated herein by reference to
             Exhibit (c)(2) of the Schedule 14D-1).*                     
(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 Notice of Guaranteed Delivery (incorporated herein  
             by reference to Exhibit (a)(3) of the Schedule 14D-1).*     
      (4)    Form of Letter to 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 Letter to Clients for Use by Brokers, Dealers,      
             Commercial Banks, Trust Companies and Other Nominees        
             (incorporated herein by reference to Exhibit (a)(5) of the  
             Schedule 14D-1).*                                           
      (6)    Form of Guidelines for Certification of Taxpayer            
             Identification Number on Substitute Form W-9 (incorporated  
             herein by reference to Exhibit (a)(6) of the Schedule       
             14D-1).*                                                    
      (7)    Form of Letter to the Company's Holders of Common Stock     
             (incorporated herein by reference to Exhibit (a)(7) of the  
             Schedule 14D-1).*                                           
      (8)    Form of Press Release "Amway Asia Pacific's Principal       
             Shareholders to Commence Tender Offer for Outstanding Public
             Shares" issued by the Company and the Principal Shareholders
             on November 15, 1999 (incorporated herein by reference to   
             Exhibit (a)(8) of the Schedule 14D-1).*                     

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                                                                [Download Table]
                                                                         
      (9)    Form of Communications to Amway Distributors, dated November
             15, 1999 (incorporated herein by reference to Exhibit (a)(9)
             of the Schedule 14D-1).*                                    
     (10)    Form of Tender Offer Announcement to Amway Management and   
             Employees, dated November 15, 1999 (incorporated herein by  
             reference to Exhibit (a)(10) of the Schedule 14D-1).*       
     (11)    Form of Press Release "Amway Asia Pacific's Principal       
             Shareholders Commence Tender Offer For Outstanding Public   
             Shares" issued by the Company and the Public Shareholders on
             November 18, 1999 (incorporated herein by reference to      
             Exhibit (a)(11) of the Schedule 14D-1).*                    
     (12)    Form of Summary Advertisement published on November 18, 1999
             (incorporated herein by reference to Exhibit (a)(12) of the 
             Schedule 14D-1).*                                           
     (13)    Form of Trustee Direction Form from the 401(k) Trustee      
             (incorporated herein by reference to Exhibit (a)(13) of the 
             Schedule 14D-1).*                                           
     (14)    Form of Letter to Participants of the 401(k) Plan           
             (incorporated herein by reference to Exhibit (a)(14) of the 
             Schedule 14D-1).*                                           
(e)          Not applicable.                                             
(f)          Not applicable.                                             
(g)          Consent of KPMG LLP (incorporated herein by reference to    
             Exhibit (g) of the Schedule 14D-1).*                        
(h)          Power of Attorney for New AAP (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 New AAP on November 18, 1999.                                      

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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: December 13, 1999  NEW AAP LIMITED                                       

                          By: /s/ CRAIG N. MEURLIN
                                            ------------------------------------
                                 Name:  Craig N. Meurlin
                                          Title:   Vice President, Assistant
                                   Secretary

                        APPLE HOLD CO., L.P.

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

                            By: /s/ CRAIG N. MEURLIN

                                            ------------------------------------

                               Name:  Craig N. Meurlin

                        Title:   Manager

                           AMWAY ASIA PACIFIC LTD.

                            By: /s/ CRAIG N. MEURLIN

                                            ------------------------------------

                               Name:  Craig N. Meurlin

                                        Title:   Vice President, General
                                 Counsel

                                         and Assistant Secretary

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                              
-----------                            -----------                              
                                                                                
(a)   (1)      Form of Senior Bank Financing Commitment Letter, among New       
               AAP, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd., Amway      
               Corporation and Morgan Guaranty Trust Company of New York,       
               Tokyo Branch, dated November 15, 1999 (incorporated herein       
               by reference to Exhibit (b)(1) of the Schedule 14D-1 of New      
               AAP Limited and Apple Hold Co., L.P. filed with the              
               Commission on November 18, 1999 and amended on December 13,      
               1999 (the "Schedule 14D-1")).*                                   
      (2)      Form of Term Sheet Regarding the Credit Facility                 
               (incorporated herein by reference to Exhibit (b)(2) of the       
               Schedule 14D-1).*                                                
(b)   (1)      Form of 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 and Amalgamation Agreement, dated           
               November 15, 1999 among the Company, New AAP and Hold Co.        
               (incorporated herein by reference to Exhibit (c)(1) of the       
               Schedule 14D-1).*                                                
      (2)      Form of Shareholder and Voting Agreement, by and among New       
               AAP, Hold Co. and Certain Shareholders of the Company, dated     
               as of November 15, 1999 (incorporated herein by reference to     
               Exhibit (c)(2) of the Schedule 14D-1).*                          
(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 Notice of Guaranteed Delivery (incorporated herein       
               by reference to Exhibit (a)(3) of the Schedule 14D-1).*          
      (4)      Form of Letter to 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 Letter to Clients for Use by Brokers, Dealers,           
               Commercial Banks, Trust Companies and Other Nominees             
               (incorporated herein by reference to Exhibit (a)(5) of the       
               Schedule 14D-1).*                                                
      (6)      Form of Guidelines for Certification of Taxpayer                 
               Identification Number on Substitute Form W-9 (incorporated       
               herein by reference to Exhibit (a)(6) of the Schedule            
               14D-1).*                                                         
      (7)      Form of Letter to the Company's Holders of Common Stock          
               (incorporated herein by reference to Exhibit (a)(7) of the       
               Schedule 14D-1).*                                                
      (8)      Form of Press Release "Amway Asia Pacific's Principal            
               Shareholders to Commence Tender Offer for Outstanding Public     
               Shares" issued by the Company and the Principal Shareholders     
               on November 15, 1999 (incorporated herein by reference to        
               Exhibit (a)(8) of the Schedule 14D-1).*                          
      (9)      Form of Communications to Amway Distributors, dated November     
               15, 1999 (incorporated herein by reference to Exhibit (a)(9)     
               of the Schedule 14D-1).*                                         
     (10)      Form of Tender Offer Announcement to Amway Management and        
               Employees, dated November 15, 1999 (incorporated herein by       
               reference to Exhibit (a)(10) of the Schedule 14D-1).*            

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                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                              
-----------                            -----------                              
                                                                                
     (11)      Form of Press Release "Amway Asia Pacific's Principal            
               Shareholders Commence Tender Offer For Outstanding Public        
               Shares" issued by the Company and the Public Shareholders on     
               November 18, 1999 (incorporated herein by reference to           
               Exhibit (a)(11) of the Schedule 14D-1).*                         
     (12)      Form of Summary Advertisement published on November 18, 1999     
               (incorporated herein by reference to Exhibit (a)(12) of the      
               Schedule 14D-1).*                                                
     (13)      Form of Trustee Direction Form from the 401(k) Trustee           
               (incorporated herein by reference to Exhibit (a)(13) of the      
               Schedule 14D-1).*                                                
     (14)      Form of Letter to Participants of the 401(k) Plan                
               (incorporated herein by reference to Exhibit (a)(14) of the      
               Schedule 14D-1).*                                                
(e)            Not applicable.                                                  
(f)            Not applicable.                                                  
(g)            Consent of KPMG LLP (incorporated herein by reference to         
               Exhibit (g) of the Schedule 14D-1).*                             
(h)            Power of Attorney for New AAP (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 New AAP on November 18, 1999.                                      

12

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/13/99		2		11			SC 14D1/A
		11/18/99		1		12			SC 13E3,  SC 14D1
		11/15/99		8		11
		9/21/99		3		11
		9/20/99		3
		9/1/99		3
		7/1/99		2
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