Naj Co Ltd, et al. – ‘SC 13E3/A’ on 12/20/99 re: Amway Japan Ltd

On:  Monday, 12/20/99   ·   Accession #:  950152-99-9768   ·   File #:  5-57177

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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 Japan Limited/N.A.J. Amd#5 SC 13E3/A             8     50K 

Document Table of Contents

SC 13E3/A
1st Page of 8
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

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

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. 5 

NIHON AMWAY KABUSHIKI KAISHA
(Exact name of Issuer as Specified in Charter)

AMWAY JAPAN LIMITED 
(Translation of Issuer's Name in English) 

N.A.J. CO., LTD.
ALAP HOLD CO., LTD. 
AMWAY JAPAN LIMITED 
RICHARD M. DEVOS, JR. 
STEPHEN A. VAN ANDEL

(Names of Persons Filing Statement) 

COMMON STOCK, NO PAR VALUE

AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE-HALF OF ONE SHARE 
OF COMMON STOCK, EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
(Title of Class of Securities)

03 234 J 10 0 
(CUSIP Number of ADSs)
------------------------

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                 
------------------------------------------------------------------------------------------------------------
                                                                                                            
                   $486,477,721.00                                          $97,294.00                      

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

[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: $97,294.00     FILING PARTY: N.A.J., CO. LTD.

FORM OR REGISTRATION NO: SCHEDULE                                    
  14D-1                                DATE FILED: NOVEMBER 18, 1999 

Page 1 of 8 Pages 

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

SC 13E3/A
2nd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 2nd

  This Transaction Statement on Schedule 13E-3, filed on November 18, 1999
and amended on November 26, 1999, November 30, 1999, December 7, 1999 and       
December 13, 1999 (as amended, the "Schedule 13E-3"), relating to the offer by  
N.A.J. Co., Ltd., a joint stock corporation ("kabushiki kaisha") organized under
the laws of Japan ("NAJ"), to purchase all outstanding shares of the Common     
Stock, no par value (the "Common Stock"), and American Depositary Shares, each  
representing one-half of one share of Common Stock, that are beneficially owned 
by shareholders of Amway Japan Limited, a joint stock corporation ("kabushiki   
kaisha") organized under the laws of Japan ("AJL"), is hereby amended and       
supplemented as set forth in this Amendment No. 5. Capitalized terms used but   
not defined herein have the meanings assigned to them in the Schedule 14D-1 of  
NAJ filed with the Securities and Exchange Commission on November 18, 1999, as  
amended by Amendment No. 1 on November 26, 1999, Amendment No. 2 on November 30,
1999, Amendment No. 3 on December 7, 1999, Amendment No. 4 on December 13, 1999 
and Amendments No. 5 and No. 6 on December 17, 1999 (the "Schedule 14D-1"). The 
information set forth in the Schedule 14D-1 is hereby expressly incorporated    
herein by reference.                                                            

 2

SC 13E3/A
3rd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 3rd

ITEM 2. IDENTITY AND BACKGROUND.                                                

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

   This Statement is filed by NAJ, ALAP Hold Co., Ltd., 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 to read as follows:

   (a) - (e) The information set forth in "Introduction," "Special
Factors -- Background of the Offer; Recommendation of Disinterested   
    Directors; Reasons for Recommendation; Opinion of Financial Advisor to the
     Disinterested Directors" in the Offer to Purchase is incorporated herein by
     reference. In addition, the Disinterested Directors were also aware of, and
considered, the fact that the recent market price for the Shares      
represented a historical low for the Shares.                          

  NAJ and ALAP believe that the consideration to be received by the Public
Shareholders pursuant to the Offer is fair. NAJ and ALAP base this belief on the
following facts: (i) the fact that the Disinterested Directors 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 Disinterested Directors and that NAJ  
and ALAP are not entitled to rely on such opinion, the fact that the            
Disinterested Directors received an opinion from Goldman Sachs that the (Yen)   
1,490 per share in cash to be received by the Public Shareholders pursuant to   
the Offer is fair from a financial point of view to the Public Shareholders,    
(iii) the historical and projected financial performance of AJL, (iv) NAJ's     
and ALAP's assessment of future economic conditions in Japan, (v) the           
consideration to be paid in the Offer represents a premium of 50.5%             
over the closing price for November 15, 1999, the last full trading day in      
Japan prior to the public announcement of the Offer and (vi) the Offer will     
provide consideration to be paid to the Public Shareholders entirely in cash.   
In addition, for the reasons set forth in the second full paragraph under       
"Special Factors -- Reasons for the Recommendation of the Disinterested         
Directors," NAJ and ALAP believe that the Offer is procedurally fair. NAJ and   
ALAP did not find it practicable to assign, nor did it assign, relative weights 
to the individual factors considered in reaching these conclusions as to        
fairness of the Offer. Messrs. DeVos and Van Andel believe that 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 the       
Financial Advisor to the Disinterested Directors -- 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, none of the Disinterested Directors or Goldman Sachs assumes          
responsibility if future results are different from those forecast.             

 3

SC 13E3/A
4th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 4th

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.                                      

                                                                [Download Table]
                                                                         
(a)   (1)    Form of Senior Bank Financing Commitment Letter among NAJ,  
             ALAP Apple Hold Co., L.P., New AAP Limited, 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     
             N.A.J. Co., Ltd. and ALAP Hold Co., Ltd. filed with the     
             Commission on November 18, 1999 and amended on November 26, 
             1999, November 30, 1999, December 7, 1999, December 13, 1999
             and December 17, 1999 (the "Schedule 14D-1")).**            
      (2)    Form of Term Sheet Regarding Credit Facility (incorporated  
             herein by reference to Exhibit (b)(2) of the Schedule       
             14D-1).**                                                   
(b)   (1)    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 Agreement, dated November 15, 1999 by  
             and among AJL, NAJ and ALAP (incorporated herein by         
             reference to Exhibit (c)(1) of the Schedule 14D-1).**       
      (2)    Form of Shareholder and Voting Agreement, by and among ALAP,
             NAJ and Certain Shareholders of AJL, dated as of November   
             15, 1999 (incorporated herein by reference to Exhibit (c)(2)
             of the Schedule 14D-1).**                                   
      (3)    Form of English translation of Memorandum Regarding Merger  
             between NAJ and AJL, dated November 15, 1999 (incorporated  
             herein by reference to Exhibit (c)(3) 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 Letter to Brokers, Dealers, Commercial Banks, Trust 
             Companies and Other Nominees (incorporated herein by        
             reference to Exhibit (a)(3) of the Schedule 14D-1).**       
      (4)    Form of Letter to Clients for Use by 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 Guidelines for Certification of Taxpayer            
             Identification Number on Substitute Form W-9 (incorporated  
             herein by reference to Exhibit (a)(5) of the Schedule       
             14D-1).**                                                   
      (6)    Form of Letter to AJL's Holders of Common Stock and ADSs    
             (incorporated herein by reference to Exhibit (a)(6) of the  
             Schedule 14D-1).**                                          
      (7)    Form of Press Release "Amway Japan's Principal Shareholders 
             to Commence Tender Offer for Outstanding Public Shares"     
             issued by AJL and the Principal Shareholders on November 15,
             1999 (incorporated herein by reference to Exhibit (a)(7) of 
             the Schedule 14D-1).**                                      
      (8)    Form of English translation of Additional Information to the
             Press Release on November 15, 1999 (incorporated herein by  
             reference to Exhibit (a)(8) of the Schedule 14D-1).**       
      (9)    Form of English translation of Notice of Approval of Tender 
             Offer, dated November 15, 1999 (incorporated herein by      
             reference to Exhibit (a)(9) of the Schedule 14D-1).**       
     (10)    Form of English translation of Announcement of Approval of  
             Tender Offer, dated November 15, 1999 (incorporated herein  
             by reference to Exhibit (a)(10) of the Schedule 14D-1).**   
     (11)    Form of English translation of Announcement of Merger, dated
             November 15, 1999 (incorporated herein by reference to      
             Exhibit (a)(11) of the Schedule 14D-1).**                   
     (12)    Form of Statement for AJL Distributors, dated November 15,  
             1999 (incorporated herein by reference to Exhibit (a)(12) of
             the Schedule 14D-1).**                                      

 4

SC 13E3/A
5th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 5th

                                                                [Download Table]
                                                                         
     (13)    Form of Statement for AJL Employees on Electronic Bulletin  
             Board, dated November 15, 1999 (incorporated herein by      
             reference to Exhibit (a)(13) of the Schedule 14D-1).**      
     (14)    Form of Communications to Amway Distributors, dated November
             15, 1999 (incorporated herein by reference to Exhibit       
             (a)(14) of the Schedule 14D-1).**                           
     (15)    Form of Tender Offer Announcement to Amway Management and   
             Employees, dated November 15, 1999 (incorporated herein by  
             reference to Exhibit (a)(15) of the Schedule 14D-1).**      
     (16)    Form of Memorandum to Diamonds Direct Distributors, dated   
             November 16, 1999 (incorporated herein by reference to      
             Exhibit (a)(16) of the Schedule 14D-1).**                   
     (17)    Form of Press Release "Amway Japan's Principal Shareholders 
             Commence Tender Offer For Outstanding Public Shares" issued 
             by AJL and the Public Shareholders on November 18, 1999     
             (incorporated herein by reference to Exhibit (a)(17) of the 
             Schedule 14D-1).**                                          
     (18)    Form of English translation of Report of Announcement of    
             Opinion, dated November 18, 1999 (incorporated herein by    
             reference to Exhibit (a)(18) of the Schedule 14D-1).**      
     (19)    Form of English translation of the Public Notice, dated     
             November 18, 1999 (incorporated herein by reference to      
             Exhibit (a)(19) of the Schedule 14D-1).**                   
     (20)    Form of Summary Advertisement published on November 18, 1999
             (incorporated herein by reference to Exhibit (a)(20) of the 
             Schedule 14D-1).**                                          
     (21)    Form of English translations of Japanese Tender Offer       
             Explanatory Statement and Tender Offer Application Form,    
             dated November 18, 1999 (incorporated herein by reference to
             Exhibit (a)(21) of the Schedule 14D-1).**                   
     (22)    Form of Trustee Direction Form from the 401(k) Trustee      
             (incorporated herein by reference to Exhibit (a)(22) of the 
             Schedule 14D-1).**                                          
     (23)    Form of Letter to Participants of the 401(k) Plan           
             (incorporated herein by reference to Exhibit (a)(23) of the 
             Schedule 14D-1).**                                          
     (24)    Form of Letter to AJL Shareholders from AJL, dated November 
             1999 (incorporated herein by reference to Exhibit (a)(24) of
             the Schedule 14D-1).**                                      
     (25)    Form of Letter to AJL Shareholders from NAJ, dated November 
             1999 (incorporated herein by reference to Exhibit (a)(25) of
             the Schedule 14D-1).**                                      
     (26)    Form of Question and Answer Memorandum to Distributors,     
             dated December 2, 1999 (incorporated herein by reference to 
             Exhibit (a)(26) of the Schedule 14D-1).**                   
     (27)    Form of English translation of the Public Notice, dated     
             December 7, 1999 (incorporated herein by reference to       
             Exhibit (a)(27) of the Schedule 14D-1).**                   
     (28)    Form of English translation of Japanese Tender Offer        
             Registration Statement, amended on December 7, 1999         
             (incorporated herein by reference to Exhibit (a)(28) of the 
             Schedule 14D-1).**                                          
(e)          Not applicable.                                             
(f)          Not applicable.                                             
(g)          Consent of Deloitte Touche Tohmatsu (incorporated herein by 
             reference to Exhibit (g) of the Schedule 14D-1).**          
(h)          Power of Attorney for NAJ (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 NAJ on November 18, 1999 and amended on November 26, 1999, November
30, 1999, December 7, 1999 and December 13, 1999.                         

 5

SC 13E3/A
6th Page of 8
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 17, 1999  N.A.J. CO., LTD.                                      

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

                       ALAP HOLD CO., LTD.
                                   By: AP NEW CO., LLC, as general
                   partner

                            By: /s/ CRAIG N. MEURLIN
                                            ------------------------------------
                                  Name: Craig N. Meurlin
                       Title:  Manager

                       AMWAY JAPAN LIMITED

                              By: /s/ RICHARD S. JOHNSON
                                            ------------------------------------
                                    Name: Richard S. Johnson
                                            Title:  President and Representative
                    Director

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

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

                                By: /s/ STEPHEN A. VAN ANDEL

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

 6

SC 13E3/A
7th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 7th

EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                         
-----------                            -----------                         
                                                                           
(a)   (1)      Form of Senior Bank Financing Commitment Letter among NAJ,  
               ALAP Apple Hold Co., L.P., New AAP Limited, 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     
               N.A.J. Co., Ltd. and ALAP Hold Co., Ltd. filed with the     
               Commission on November 18, 1999 and amended on November 26, 
               1999, November 30, 1999, December 7, 1999, December 13, 1999
               and December 17, 1999 (the "Schedule 14D-1")).**            
      (2)      Form of Term Sheet Regarding Credit Facility (incorporated  
               herein by reference to Exhibit (b)(2) of the Schedule       
               14D-1).**                                                   
(b)   (1)      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 Agreement, dated November 15, 1999 by  
               and among AJL, NAJ and ALAP (incorporated herein by         
               reference to Exhibit (c)(1) of the Schedule 14D-1).**       
      (2)      Form of Shareholder and Voting Agreement, by and among ALAP,
               NAJ and Certain Shareholders of AJL, dated as of November   
               15, 1999 (incorporated herein by reference to Exhibit (c)(2)
               of the Schedule 14D-1).**                                   
      (3)      Form of English translation of Memorandum Regarding Merger  
               between NAJ and AJL, dated November 15, 1999 (incorporated  
               herein by reference to Exhibit (c)(3) 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 Letter to Brokers, Dealers, Commercial Banks, Trust 
               Companies and Other Nominees (incorporated herein by        
               reference to Exhibit (a)(3) of the Schedule 14D-1).**       
      (4)      Form of Letter to Clients for Use by 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 Guidelines for Certification of Taxpayer            
               Identification Number on Substitute Form W-9 (incorporated  
               herein by reference to Exhibit (a)(5) of the Schedule       
               14D-1).**                                                   
      (6)      Form of Letter to AJL's Holders of Common Stock and ADSs    
               (incorporated herein by reference to Exhibit (a)(6) of the  
               Schedule 14D-1).**                                          
      (7)      Form of Press Release "Amway Japan's Principal Shareholders 
               to Commence Tender Offer for Outstanding Public Shares"     
               issued by AJL and the Principal Shareholders on November 15,
               1999 (incorporated herein by reference to Exhibit (a)(7) of 
               the Schedule 14D-1).**                                      
      (8)      Form of English translation of Additional Information to the
               Press Release on November 15, 1999 (incorporated herein by  
               reference to Exhibit (a)(8) of the Schedule 14D-1).**       
      (9)      Form of English translation of Notice of Approval of Tender 
               Offer, dated November 15, 1999 (incorporated herein by      
               reference to Exhibit (a)(9) of the Schedule 14D-1).**       
     (10)      Form of English translation of Announcement of Approval of  
               Tender Offer, dated November 15, 1999 (incorporated herein  
               by reference to Exhibit (a)(10) of the Schedule 14D-1).**   
     (11)      Form of English translation of Announcement of Merger, dated
               November 15, 1999 (incorporated herein by reference to      
               Exhibit (a)(11) of the Schedule 14D-1).**                   
     (12)      Form of Statement for AJL Distributors, dated November 15,  
               1999 (incorporated herein by reference to Exhibit (a)(12) of
               the Schedule 14D-1).**                                      

 7

SC 13E3/A
Last Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 8th

                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                         
-----------                            -----------                         
                                                                           
     (13)      Form of Statement for AJL Employees on Electronic Bulletin  
               Board, dated November 15, 1999 (incorporated herein by      
               reference to Exhibit (a)(13) of the Schedule 14D-1).**      
     (14)      Form of Communications to Amway Distributors, dated November
               15, 1999 (incorporated herein by reference to Exhibit       
               (a)(14) of the Schedule 14D-1).**                           
     (15)      Form of Tender Offer Announcement to Amway Management and   
               Employees, dated November 15, 1999 (incorporated herein by  
               reference to Exhibit (a)(15) of the Schedule 14D-1).**      
     (16)      Form of Memorandum to Diamonds Direct Distributors, dated   
               November 16, 1999 (incorporated herein by reference to      
               Exhibit (a)(16) of the Schedule 14D-1).**                   
     (17)      Form of Press Release "Amway Japan's Principal Shareholders 
               Commence Tender Offer For Outstanding Public Shares" issued 
               by AJL and the Public Shareholders on November 18, 1999     
               (incorporated herein by reference to Exhibit (a)(17) of the 
               Schedule 14D-1).**                                          
     (18)      Form of English translation of Report of Announcement of    
               Opinion, dated November 18, 1999 (incorporated herein by    
               reference to Exhibit (a)(18) of the Schedule 14D-1).**      
     (19)      Form of English translation of the Public Notice, dated     
               November 18, 1999 (incorporated herein by reference to      
               Exhibit (a)(19) of the Schedule 14D-1).**                   
     (20)      Form of Summary Advertisement published on November 18, 1999
               (incorporated herein by reference to Exhibit (a)(20) of the 
               Schedule 14D-1).**                                          
     (21)      Form of English translations of Japanese Tender Offer       
               Explanatory Statement and Tender Offer Application Form,    
               dated November 18, 1999 (incorporated herein by reference to
               Exhibit (a)(21) of the Schedule 14D-1).**                   
     (22)      Form of Trustee Direction Form from the 401(k) Trustee      
               (incorporated herein by reference to Exhibit (a)(22) of the 
               Schedule 14D-1).**                                          
     (23)      Form of Letter to Participants of the 401(k) Plan           
               (incorporated herein by reference to Exhibit (a)(23) of the 
               Schedule 14D-1).**                                          
     (24)      Form of Letter to AJL Shareholders from AJL, dated November 
               1999 (incorporated by reference to Exhibit (a)(24) of the   
               Schedule 14D-1).**                                          
     (25)      Form of Letter to AJL Shareholders from NAJ, dated November 
               1999 (incorporated herein by reference to Exhibit (a)(25) of
               the Schedule 14D-1).**                                      
     (26)      Form of Question and Answer Memorandum to Distributors,     
               dated December 2, 1999 (incorporated herein by reference to 
               Exhibit (a)(26) of the Schedule 14D-1).**                   
     (27)      Form of English translation of the Public Notice, dated     
               December 7, 1999 (incorporated herein by reference to       
               Exhibit (a)(27) of the Schedule 14D-1).**                   
     (28)      Form of English translation of Japanese Tender Offer        
               Registration Statement, amended on December 7, 1999         
               (incorporated herein by reference to Exhibit (a)(28) of the 
               Schedule 14D-1).**                                          
(e)            Not applicable.                                             
(f)            Not applicable.                                             
(g)            Consent of Deloitte Touche Tohmatsu (incorporated herein by 
               reference to Exhibit (g) of the Schedule 14D-1).**          
(h)            Power of Attorney for NAJ (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 NAJ on November 18, 1999 and amended on November 26, 1999, November
30, 1999, December 7, 1999 and December 13, 1999.                         

 8

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		7			SC 14D1/A
		12/13/99		2		8			SC 13E3/A,  SC 14D1/A
		12/7/99		2		8			SC 13E3/A,  SC 14D1/A
		12/2/99		5		8
		11/30/99		2		8			SC 13E3/A,  SC 14D1/A
		11/26/99		2		8			SC 13E3/A,  SC 14D1/A
		11/18/99		1		8			SC 13E3,  SC 14D1
		11/16/99		5		8
		11/15/99		3		8
		9/21/99		4		7
									List all Filings