New Aap Ltd, et al. – ‘SC 13E3/A’ on 12/20/99 re: Amway Asia Pacific Ltd

On:  Monday, 12/20/99   ·   Accession #:  950152-99-9770   ·   File #:  5-57181

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amway Asia Pacific Ltd./New Aap Amd#2 SC 13E3/A        7     37K 

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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. 2 

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

AMWAY ASIA PACIFIC LTD. 
(Name of Issuer)

NEW AAP LIMITED 
APPLE HOLD CO., L.P.
AMWAY ASIA PACIFIC LTD. 

RICHARD M. DEVOS, JR. 

STEPHEN A. VAN ANDEL

(Name 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]

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                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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SC 13E3/A
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  This Transaction Statement on Schedule 13E-3, filed on November 18, 1999
and amended on December 13, 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. 2. 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 and Amendment No. 2 on 
December 17, 1999 (the "Schedule 14D-1"). The information set forth in the      
Schedule 14D-1 is hereby expressly incorporated herein by reference.            

ITEM 2. IDENTITY AND BACKGROUND.                                                

     The information set forth in Item 2 is hereby amended to add the following:

This statement is filed by New AAP, Apple Hold Co. L.P., the Company, 
Stephen A. Van Andel and Richard M. DeVos, Jr. Messrs. Van Andel and DeVos are  
United States citizens. The business address for each of Messrs. Van Andel and  
DeVos is 7575 Fulton Street, East, Ada, Michigan 49355.                         

ITEM 8. FAIRNESS OF THE TRANSACTION.                                            

The information set forth in Item 8 is hereby amended as follows:     

(a)-(e) The information set forth in "Introduction," "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" in the Offer to Purchase is         
incorporated herein by reference.                                               

   New AAP and Hold Co. believe that the consideration to be received by the
Public Shareholders pursuant to the Offer is fair. New AAP and Hold Co. base    
this belief on the following facts: (i) the fact that the Special Committee     
concluded that the Offer is fair to, and in the best interests of, the Public   
Shareholders, (ii) notwithstanding the fact that Goldman Sachs' opinion was     
provided solely for the information and assistance of the Special Committee and 
that New AAP and Hold Co. are not entitled to rely on such opinion, the fact    
that the Special Committee received an opinion from Goldman Sachs the date prior
to the announcement of the Offer that the $18.00 per share in cash to be        
received by the holders of Shares pursuant to the Offer is fair to the Public   
Shareholders, (iii) the historical and projected financial performance of AAP,  
(iv) New AAP's and Hold Co.'s assessment of future economic conditions in the   
Asia-Pacific region, (v) the consideration to be paid in the Offer represents a 
premium of 53.2% over the closing price for November 12, 1999, the last full    
trading day prior to the public announcement of the Offer, and (vi) the Offer   
will provide consideration to be paid to the holders of Shares entirely in cash.
In addition, for the reasons set forth in the third full paragraph under        
"Special Factors -- Reasons for the Recommendation of the Special Committee and 
the Disinterested Directors," New AAP and Hold Co. believe that the Offer is    
procedurally fair. New AAP and Hold Co. did not find it practicable to assign,  
nor did they assign, relative weights to the individual factors considered in   
reaching these conclusions as to fairness of the Offer. Messrs. Van Andel and   
DeVos believe the transaction is fair, including procedurally fair, for the     
reasons set forth above.                                                        

(f) Not applicable.                                                   

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

     The information set forth in Item 9 is hereby amended by replacing the last
sentence of the second paragraph under "Special Factors -- Opinion of Financial 
Advisor to the Special Committee -- Comparison of Selected Transactions" with   
the following:                                                                  

 Because the analyses are inherently subject to uncertainty, being based
upon numerous factors or events beyond the control of the parties or their      
advisors, neither the Special Committee nor Goldman Sachs assumes responsibility
if future results are different from those forecast.                            

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ITEM 17. MATERIAL TO BE FILED AS 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 and December 17, 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).*       
     (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).*                    

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                                                                [Download Table]
                                                                         
     (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 and amended on December 13, 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 17, 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

                                 By: /s/ RICHARD M. DEVOS, JR.

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

                                By: /s/ STEPHEN A. VAN ANDEL

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

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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 and December 17, 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 and amended on December 13, 1999.     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/20/99							SC 14D1/A
		12/17/99		2		6
		12/13/99		2		7			SC 13E3/A,  SC 14D1/A
		11/18/99		1		7			SC 13E3,  SC 14D1
		11/15/99		3		6
		11/12/99		2
		9/21/99		3		6
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