New Aap Ltd, et al. – ‘SC 14D1/A’ on 12/13/99 re: Amway Asia Pacific Ltd

On:  Monday, 12/13/99   ·   Accession #:  950152-99-9625   ·   File #:  5-57181

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Amway Asia Pacific Ltd./New Aap Limited--Sc 14D1/A     7     32K 

Document Table of Contents

SC 14D1/A
1st Page of 7
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

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

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

  SCHEDULE 14D-1/A
  TENDER OFFER STATEMENT PURSUANT TO SECTION
   14(d)(1) 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.

   (Bidders)

   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 Notice and Communications on Behalf of Bidder)

  COPY TO:
   THOMAS C. DANIELS, ESQ.
  JONES, DAY, REAVIS & POGUE
   NORTH POINT
   901 LAKESIDE AVENUE
   CLEVELAND, OHIO 44114
  (216) 586-3939
   ---------------------------

   CALCULATION OF FILING FEE

                                                        [Enlarge/Download Table]

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

[ ] 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:                FILING PARTY:

FORM OR REGISTRATION NO.:              DATE FILED:  

(Continued on following pages)
Page 1 of 7 Pages 

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

SC 14D1/A
2nd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 2nd

SCHEDULE 14D-1

CUSIP No. G0352M 10 8                                                           

                                                                [Download Table]
                                                                                 
---------------------------------------------------------------------------------

1       NAME OF REPORTING PERSONS                                                
        NEW AAP LIMITED                                                          
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                       
---------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a)     [ ] 
                                                                     (b)     [ ] 
---------------------------------------------------------------------------------

3       SEC USE ONLY                                                             
---------------------------------------------------------------------------------

4       SOURCES OF FUNDS                                                         
        BK                                                                       
---------------------------------------------------------------------------------

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [ ]         
        PURSUANT TO ITEMS 2(e) or 2(f)                                           
        N/A                                                                      
---------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION                                     
        Bermuda                                                                  
---------------------------------------------------------------------------------

7       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             
        0                                                                        
---------------------------------------------------------------------------------

8       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES        [ ]         
        CERTAIN SHARES                                                           
---------------------------------------------------------------------------------

9       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)                        
        0                                                                        
---------------------------------------------------------------------------------

10      TYPE OF REPORTING PERSON                                                 
        CO                                                                       
---------------------------------------------------------------------------------

 2

SC 14D1/A
3rd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 3rd

SCHEDULE 14D-1

CUSIP No. G0352M 10 8                                                           

                                                                [Download Table]
                                                                                 
---------------------------------------------------------------------------------

1       NAME OF REPORTING PERSONS                                                
        APPLE HOLD CO., L.P.                                                     
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                       
---------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a)     [ ] 
                                                                     (b)     [ ] 
---------------------------------------------------------------------------------

3       SEC USE ONLY                                                             
---------------------------------------------------------------------------------

4       SOURCES OF FUNDS                                                         
        BK                                                                       
---------------------------------------------------------------------------------

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [ ]         
        PURSUANT TO ITEMS 2(e) or 2(f)                                           
        N/A                                                                      
---------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION                                     
        Bermuda                                                                  
---------------------------------------------------------------------------------

7       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             
        0                                                                        
---------------------------------------------------------------------------------

8       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES        [ ]         
        CERTAIN SHARES                                                           
---------------------------------------------------------------------------------

9       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)                        
        0                                                                        
---------------------------------------------------------------------------------

10      TYPE OF REPORTING PERSON                                                 
        PN                                                                       
---------------------------------------------------------------------------------

 3

SC 14D1/A
4th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 4th

   This Tender Offer Statement on Schedule 14D-1, filed on November 18, 1999
(the "Schedule 14D-1"), 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. The item numbers and responses thereto below are in       
accordance with the requirements of Schedule 14D-1. Capitalized terms used but  
not defined herein have the meanings assigned to them in the Schedule 14D-1.    

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 and Apple Hold Co., L.P.
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 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.                    

 4

SC 14D1/A
5th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 5th

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.                                      

                                                                [Download Table]
                                                                         
(a)   (1)    Form of Offer to Purchase, dated November 18, 1999.*        
      (2)    Form of Letter of Transmittal.*                             
      (3)    Form of Notice of Guaranteed Delivery.*                     
      (4)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust 
             Companies and Other Nominees.*                              
      (5)    Form of Letter to Clients for Use by Brokers, Dealers,      
             Commercial Banks, Trust Companies and Other Nominees.*      
      (6)    Form of Guidelines for Certification of Taxpayer            
             Identification Number on Substitute Form W-9.*              
      (7)    Form of Letter to the Company's Holders of Common Stock.*   
      (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.*                                      
      (9)    Form of Communications to Amway Distributors, dated November
             15, 1999.*                                                  
     (10)    Form of Tender Offer Announcement to Amway Management and   
             Employees, dated November 15, 1999.*                        
     (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.*                                         
     (12)    Form of Summary Advertisement published on November 18,     
             1999.*                                                      
     (13)    Form of Trustee Direction Form from the 401(k) Trustee.*    
     (14)    Form of Letter to Participants of the 401(k) Plan.*         
(b)   (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.*                     
      (2)    Form of Term Sheet Regarding the Credit Facility.*          
(c)   (1)    Tender Offer and Amalgamation Agreement, dated November 15, 
             1999 among the Company, New AAP and Hold Co.*               
      (2)    Shareholder and Voting Agreement, by and among Hold Co., New
             AAP and Certain Shareholders of the Company, dated as of    
             November 15, 1999.*                                         
(d)          Not applicable.                                             
(e)          Not Applicable.                                             
(f)          Not Applicable.                                             
(g)          Consent of KPMG LLP.*                                       
(h)          Power of Attorney for New AAP.*                             

* Previously filed as exhibits to the Tender Offer Statement on Schedule 14D-1  
filed by New AAP on November 18, 1999.                                      

 5

SC 14D1/A
6th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 6th

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 Manager

                            By: /s/ CRAIG N. MEURLIN

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

                                  Name: Craig N. Meurlin
                          Title: Manager

 6

SC 14D1/A
Last Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 7th

EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                         
-----------                            -----------                         
                                                                           
(a)   (1)      Form of Offer to Purchase, dated November 18, 1999.*        
      (2)      Form of Letter of Transmittal.*                             
      (3)      Form of Notice of Guaranteed Delivery.*                     
      (4)      Form of Letter to Brokers, Dealers, Commercial Banks, Trust 
               Companies and Other Nominees.*                              
      (5)      Form of Letter to Clients for Use by Brokers, Dealers,      
               Commercial Banks, Trust Companies and Other Nominees.*      
      (6)      Form of Guidelines for Certification of Taxpayer            
               Identification Number on Substitute Form W-9.*              
      (7)      Form of Letter to the Company's Holders of Common Stock.*   
      (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.*                                      
      (9)      Form of Communications to Amway Distributors, dated November
               15, 1999.*                                                  
     (10)      Form of Tender Offer Announcement to Amway Management and   
               Employees, dated November 15, 1999.*                        
     (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.*                                         
     (12)      Form of Summary Advertisement published on November 18,     
               1999.*                                                      
     (13)      Form of Trustee Direction Form from the 401(k) Trustee.*    
     (14)      Form of Letter to Participants of the 401(k) Plan.*         
(b)   (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.*                     
      (2)      Form of Term Sheet Regarding the Credit Facility.*          
(c)    (1)     Tender Offer and Amalgamation Agreement, dated November 15, 
               1999 among the Company, New AAP and Hold Co.*               
      (2)      Shareholder and Voting Agreement, by and among Hold Co., New
               AAP and Certain Shareholders of the Company, dated as of    
               November 15, 1999.*                                         
(d)            Not applicable.                                             
(e)            Not Applicable.                                             
(f)            Not Applicable.                                             
(g)            Consent of KPMG LLP.*                                       
(h)            Power of Attorney for New AAP.*                             

* Previously filed as exhibits to the Tender Offer Statement on Schedule 14D-1  
filed by New AAP on November 18, 1999.                                      

 7

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/13/99		6					SC 13E3/A
		11/18/99		4		7			SC 13E3,  SC 14D1
		11/15/99		5		7
		7/1/99		4
									List all Filings