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New Aap Ltd, et al. – ‘SC 13E3/A’ on 12/27/99 re: Amway Asia Pacific Ltd

On:  Monday, 12/27/99   ·   Accession #:  950152-99-9923   ·   File #:  5-57181

Previous ‘SC 13E3’:  ‘SC 13E3/A’ on 12/20/99   ·   Next:  ‘SC 13E3’ on 3/30/00   ·   Latest:  ‘SC 13E3/A’ on 5/2/00

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

12/27/99  New Aap Ltd                       SC 13E3/A              4:242K 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/New Aap Ltd.--Schedule 13E3/A       7     39K 
 2: EX-99.A.3   Exhibit (A)(3)                                        95    305K 
 3: EX-99.D.15  Exhibit (D)(15)                                        1      8K 
 4: EX-99.D.16  Exhibit (D)(16)                                        1      8K 


SC 13E3/A   —   Amway Asia Pacific/New Aap Ltd.--Schedule 13E3/A
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Final Amendment
2Item 1. Issuer and Class of Security Subject to the Transaction
"Item 6. Source and Amount of Funds or Other Consideration
"Item 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) FINAL AMENDMENT ------------------------ 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 Final Amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Final Amendment") relates to a tender offer conducted 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. The Offer (as defined herein) commenced on November 18, 1999. The purchase price for each share of Common Stock was $18.00, in cash (the "Purchase Price") less any U.S. backup and other applicable withholding taxes that were required to be withheld. The Offer was made to each holder of Common Stock and subject to the conditions set forth in the Offer to Purchase, dated November 18, 1999 (the "Offer to Purchase"), of New AAP, and in the related Letter of Transmittal (the "Letter of Transmittal," which, together with the Offer to Purchase, constitutes the "Offer"). Copies of the Offer to Purchase and the related Letter of Transmittal were filed on November 18, 1999 as Exhibits (d)(1) and (d)(2), respectively, to the initial filing of the Schedule 13E-3. This Final Amendment is being filed pursuant to Section 13(e) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 13e-3(d)(3) thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer to Purchase. ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. The Offer expired at 12:00 midnight, New York City time, on Friday, December 17, 1999. As of the termination of the Offer, based on a preliminary tabulation, the Company determined that approximately 8,793,195 Shares had been validly tendered and not withdrawn, including 1,351,028 Shares tendered pursuant to the procedures for guaranteed delivery. On Monday, December 20, 1999, the Company announced that the Offer had expired and that under the terms of the Offer and in accordance with applicable rules and regulations, New AAP intended to purchase all Shares tendered and not withdrawn. On December 22, 1999, the Company announced that an aggregate of 8,181,756 Shares had been validly tendered and not withdrawn, including Shares tendered pursuant to the guaranteed delivery procedures and that New AAP had purchased all 8,181,756 Shares. New AAP purchased pursuant to the Offer an aggregate of 1,128,580 Shares from certain charitable foundations established by certain of the Principal Shareholders. Prior to the consummation of the Offer, the Principal Shareholders, other than the foundations that tendered their Shares pursuant to the Offer, contributed 46,844,950 Shares to Apple Hold Co., L.P., a Bermuda limited partnership ("Hold Co.") and the parent of New AAP. Giving effect to the Offer, the tender by the foundations and the contribution of Shares by the Principal Shareholders, the Principal Shareholders beneficially own 97.4% of the shares of Common Stock. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The total amount of funds required to purchase all 8,181,756 Shares and pay related fees and expenses is estimated at $168,900,000. All of those funds were borrowed from Morgan Guaranty Trust Company of New York, Tokyo Branch and other commercial banks and lending institutions pursuant to the Credit Agreement, dated as of December 10, 1999, by and among New AAP, Hold Co., N.A.J. Co., Ltd., ALAP Hold Co., Ltd., the banks party thereto and Morgan Guaranty Trust Company of New York, Tokyo Branch. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. The information in Item 17 is hereby amended by adding the following exhibits: [Download Table] (a) (1) Form of Senior Bank Financing Commitment Letter, among New AAP, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd., Amway Corporation and Morgan Guaranty Trust Company of New York, Tokyo Branch, dated November 15, 1999 (incorporated herein by reference to Exhibit (b)(1) of the Schedule 14D-1 of New AAP Limited and Apple Hold Co., L.P. filed with the Commission on November 18, 1999 and amended on December 13, 1999 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).* 2
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[Download Table] (3) Credit Agreement, among New AAP, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd., the banks party thereto and Morgan Guaranty Trust Company of New York, Toyko Branch, dated as of December 10, 1999. (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).* (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).* (15) Form of Press Release, dated December 20, 1999. (16) Form of Press Release, dated December 22, 1999. 3
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[Download Table] (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 and December 17, 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 27, 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).* (3) Credit Agreement, among New AAP, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd., the banks party thereto and Morgan Guaranty Trust Company of New York, Toyko Branch, dated as of December 10, 1999. (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).* 6
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[Download Table] EXHIBIT NO. DESCRIPTION ----------- ----------- (9) Form of Communications to Amway Distributors, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(9) of the Schedule 14D-1).* (10) Form of Tender Offer Announcement to Amway Management and Employees, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(10) of the Schedule 14D-1).* (11) Form of Press Release "Amway Asia Pacific's Principal Shareholders Commence Tender Offer For Outstanding Public Shares" issued by the Company and the Public Shareholders on November 18, 1999 (incorporated herein by reference to Exhibit (a)(11) of the Schedule 14D-1).* (12) Form of Summary Advertisement published on November 18, 1999 (incorporated herein by reference to Exhibit (a)(12) of the Schedule 14D-1).* (13) Form of Trustee Direction Form from the 401(k) Trustee (incorporated herein by reference to Exhibit (a)(13) of the Schedule 14D-1).* (14) Form of Letter to Participants of the 401(k) Plan (incorporated herein by reference to Exhibit (a)(14) of the Schedule 14D-1).* (15) Form of Press Release, dated December 20, 1999. (16) Form of Press Release, dated December 22, 1999. (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 and December 17, 1999. 7

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘SC 13E3/A’ Filing    Date First  Last      Other Filings
Filed on:12/27/995SC 13D
12/22/9927
12/20/9927SC 13E3/A,  SC 14D1/A
12/17/9927
12/13/9927SC 13E3/A,  SC 14D1/A
12/10/9926
11/18/9917SC 13E3,  SC 14D1
11/15/9927
9/21/9936
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