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New Aap Ltd, et al. · SC 13E3/A · Amway Asia Pacific Ltd · On 12/20/99

Filed On 12/20/99   ·   Accession Number 950152-99-9770   ·   SEC File 5-57181

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

12/20/99  New Aap Ltd                       SC 13E3/A              1:18K  Amway Asia Pacific Ltd            Bowne BCL/FA
          Amway Asia Pacific Ltd
          Apple Hold Co., L.P.
          New Aap Ltd
          Richard M. DeVos, Jr.
          Stephen A. Van Andel

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 Amd#2 SC 13E3/A        7     38K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Identity and Background
"Item 8. Fairness of the Transaction
"Item 9. Reports, Opinions, Appraisals and Certain Negotiations
3Item 17. Material to Be Filed as Exhibits
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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] ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ TRANSACTION VALUATION AMOUNT OF FILING FEE ------------------------------------------------------------------------------------------------------------ $152,971,740.00 $30,595.00 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [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 Page 1 of 7 Pages -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
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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. 2
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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).* 3
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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. 4
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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 ------------------------------------ 5
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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).* 6
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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. 7

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This SC 13E3/A Filing   Date First   Last      Other Filings
9/21/9936
11/12/992
11/15/9936
11/18/9917SC 13E3, SC 14D1
12/13/9927SC 13E3/A, SC 14D1/A
12/17/9926
Filed On / Filed As Of12/20/99SC 14D1/A
 
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