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

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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. Co., Ltd.                  14     73K 
 2: EX-99.B.2   Exhibit (B)(2)                                        42    112K 
 3: EX-99.B.3   Exhibit (B)(3)                                        38    141K 

SC 13E3/A   —   Amway Japan Limited/N.A.J. Co., Ltd.
Document Table of Contents

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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. 4 

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 

(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                      

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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: $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 13 Pages

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  This Transaction Statement on Schedule 13E-3, filed on November 18, 1999
and amended on November 26, 1999, November 30, 1999 and December 7, 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. 4. 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 and Amendment No. 4 on December 13, 1999.                      

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ITEM 2. IDENTITY AND BACKGROUND.                                                

   The information set forth in Item 2 is hereby amended to read as follows:

        (a)-(d), (g) This Statement is filed by NAJ, ALAP Hold Co., Ltd. and
     AJL. ALAP Hold Co., Ltd., a limited partnership organized under the laws of
  Nevada ("ALAP"), is the parent of NAJ. ALAP was formed in September 1999
   for the principal purpose of facilitating NAJ's acquisition of all of the
     outstanding shares of AJL and has no prior operating history. The principal
   executive offices of ALAP are currently located at One East First Street,
   Suite 1600, Reno, Nevada 89501. ALAP does not have any significant assets
or liabilities and it has not engaged in activities other than those  
incidental to its formation and capitalization, its execution of the  
    Agreement and preparation for the Offer. The general partner of ALAP is AP
     New Co., LLC, a Nevada limited liability company ("AP New Co."). AP New Co.
   is managed by Craig N. Meurlin and Lawrence M. Call. The business address
  for each of the managers of AP New Co. is 7575 Fulton Street, East, Ada,
     Michigan 49355. Messrs. Meurlin and Call are U.S. citizens. The information
 set forth in "The Offer -- Certain Information Regarding Purchaser" and
   "The Offer -- Certain Information Regarding AJL" in the Offer to Purchase
and in Schedule I -- "PURCHASER DIRECTORS; AJL EXECUTIVE OFFICERS AND 
 DIRECTORS" thereto is incorporated herein by reference. For purposes of
 this Amendment No. 4 to the Schedule 13E-3, all references to Purchaser
shall mean, collectively, N.A.J. Co., Ltd. and ALAP Hold Co., Ltd.    

    (e)-(f) During the past five years, none of Purchaser's or AJL's
officers or directors (i) have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) were a
party to a civil proceeding of a judicial or administrative body of   
competent jurisdiction and as a result of such proceeding were or are 
  subject to a judgment, decree or final order enjoining future violations
    of, or prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.                                

ITEM 4. TERMS OF THE TRANSACTION.                                               

The information set forth in Item 4 is hereby amended as follows:     

   (a) The information set forth on the cover page of the Offer to
    Purchase and in "Introduction," "The Offer -- Number of Shares; Expiration
 and Extension of Offer," "The Offer -- Procedure for Tendering Shares,"
   "The Offer -- Withdrawal Rights," "The Offer -- Acceptance for Payment of
  Shares and Payment of Purchase Price," "The Offer -- Market Information;
     Exchange Rates; Dividends and Dividend Policy," "The Offer -- Certain Legal
Matters; Regulatory Approvals," "The Offer -- Extension of Offer;     
Termination; Amendments," "The Offer -- Fees and Expenses" and "The   
    Offer -- Miscellaneous" in the Offer to Purchase is incorporated herein by
    reference. The phrase "upon the terms and subject to the conditions of the
   Offer" in the first sentence of the third full paragraph on page 3 of the
  Offer to Purchase, the first sentence of "The Offer -- Number of Shares;
Expiration and Extension of Offer," the first sentence of "The        
Offer -- Procedure for Tendering Shares -- Tender Constitutes and     
   Agreement" and the first sentence of "The Offer -- Acceptance for Payment
    of Shares and Payment of Purchase Price," shall hereinafter read "upon the
terms relating to the tender offer process as described herein."      

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" and "The Offer -- Position of Purchaser Regarding
   Fairness of the Offer" 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.                          

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

   The information set forth in Item 9 is hereby amended to read as follows:

         (a) - (c) The information set forth in "Special Factors -- Background
  of the Offer; Recommendation of the Disinterested Directors; Reasons for
   the Recommendation; Opinion of the Financial Advisor to the Disinterested
Directors" and in Schedule II to the Offer to Purchase is incorporated
herein by reference.                                                  

Pursuant to an engagement letter dated September 1, 1999 (the "Letter 
Agreement"), Morgan Stanley & Co. Incorporated ("Morgan Stanley") was engaged as
financial advisor to ALAP Hold Co., Ltd. and Apple Hold Co., Ltd. (together "The
Holdcos") in connection with the cash tender offers for the outstanding public  
shares of Amway Japan Limited and Amway Asia Pacific Ltd., collectively "The    
Companies." At a meeting on September 21, 1999, Morgan Stanley made a           
presentation to the Holdcos regarding certain issues surrounding the            
transactions. The purpose of the presentation was to provide guidance on the    
process for the cash tender offers and to provide financial advice on the equity
valuation of The Companies but not on the fairness of the consideration that    
might be offered for shares of either of The Companies. For the purposes of the 
presentation, Morgan Stanley:                                                   

        - reviewed certain publicly available financial statements and other
information of The Companies;                                         

        - reviewed certain internal financial statements and other financial
   and operating data concerning The Companies prepared by the management of
The Companies;                                                        

          - analyzed certain financial projections prepared by the management of
The Companies;                                                        

       - discussed the past and current operations and financial condition
     and the prospects of The Companies with senior executives of The Companies;

      - reviewed the reported prices and trading activity for the common
stock of The Companies;                                               

        - compared the financial performance of The Companies and the prices
and trading activity of the common stock with that of certain other   
comparable publicly-traded companies and their securities;            

          - reviewed other transactions (mostly in the United States) in which a
majority shareholder acquired all of the outstanding minority shares. 

     Morgan Stanley assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by Morgan Stanley. With   
respect to the financial projections, Morgan Stanley assumed that they were     
reasonably prepared on bases reflecting the best currently available estimates  
and judgments of the future financial performance of The Companies. Morgan      
Stanley did not make any independent valuation or appraisal of the assets or    
liabilities of The Companies. Its analysis was necessarily based on economic,   
market and other conditions as in effect on, and the information made available 
to it as of, September 20, 1999.                                                

Based on financial analysis including comparable company analysis,    
discounted cash flow analysis and analysis of precedent transactions, it        
discussed a per share offer of $15.00 for Amway Asia Pacific Ltd. and Y1,450 for
Amway Japan Limited. For further detail, please reference Exhibit (b)(3) to this
Schedule 13E-3.                                                                 

The preparation of the presentation was a complex process and is not  
necessarily susceptible to a partial analysis or summary description. In its    
presentation, Morgan Stanley considered the results of all of its analyses as a 
whole and did not attribute any particular weight to any particular analysis or 
factor. Furthermore, Morgan Stanley believes that selecting any portion of its  
analyses, without considering all analyses, would create an incomplete view of  
the process underlying its presentation. In addition, Morgan Stanley may have   
given various analyses and factors more or less weight than other analyses and  
factors and may have deemed various assumptions more or less probable than other
assumptions, so that the ranges of valuations resulting from any particular     
analysis described above should not be taken to be Morgan Stanley's view of the 
actual value of The Companies.                                                  

   In performing its analyses, Morgan Stanley made numerous assumptions with
respect to the industry performance, general business and economic conditions   
and other matters, many of which are beyond the control of The Companies. Any   
estimates contained in Morgan Stanley's analysis are not necessarily indicative 
of future                                                                       

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results or actual values, which may be significantly more or less favorable than
suggested by such estimates. The analyses do not purport to be appraisals or to 
reflect the prices at which The Companies might actually trade in a public      
market or in a private sale or merger transaction.                              

     Morgan Stanley provided advice to The Holdcos during negotiations; however,
Morgan Stanley did not recommend any specific consideration to The Companies or 
that any specific consideration constituted the only appropriate consideration  
for the transactions. In addition, as described above, Morgan Stanley's         
presentation. The Holdcos was one of the many factors taken into consideration  
by The Holdcos in making their decisions to proceed with the transactions.      

    Consequently, the Morgan Stanley analyses as described above should not be
viewed as determinative of the opinion of The Holdcos with respect to the value 
of The Companies or the fairness of the consideration offered. The purchase     
price for all of the outstanding publicly traded shares of each of The Companies
was determined through arm's-length negotiations between The Holdcos and The    
Companies and was approved by The Companies' respective Boards of Directors. The
presentation did not contain and Morgan Stanley did not deliver any opinion     
relating to the fairness of the consideration offered for the shares of either  
of the Companies.                                                               

   The Holdcos engaged Morgan Stanley to advise it on strategic alternatives
and to provide Morgan Stanley's advice because of its experience and expertise. 
Morgan Stanley is an internationally recognized investment banking and advisory 
firm. Morgan Stanley, as part of its investment banking business, is continually
engaged in the valuation of businesses and securities in connection with mergers
and acquisitions, negotiated underwriting, competitive bidding, secondary       
distributions of listed and unlisted securities, private placements and         
valuation for estate, corporate and other purposes.                             

Pursuant to The Letter Agreement, Morgan Stanley provided financial   
advisory services in connection with the transaction, and The Holdcos agreed to 
pay Morgan Stanley a customary fee in connection therewith. The Holdcos have    
also agreed to reimburse Morgan Stanley for its expenses incurred in performing 
its services. In addition, The Holdcos have agreed to indemnify Morgan Stanley  
and its affiliates, their respective directors, officers, agents and employees, 
and each person, if any, controlling Morgan Stanley or any of its affiliates    
against certain liabilities and expenses, including certain liabilities under   
the federal securities laws related to or arising out of Morgan Stanley's       
engagement and any related transactions.                                        

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   The following is a summary of financial projections provided to financial
advisors:                                                                       

AMWAY JAPAN LIMITED FINANCIAL PROJECTIONS 

KEY ASSUMPTIONS                                                                 

- All financial projections have been provided by Amway Japan Limited 
management                                                        

    - The projections have been updated in October 1999 to reflect the current
outlook for the company                                           

 - FY2000 figures have been produced on a bottom-up, product-by-product,
    cost item-by-cost item basis according to the annual budgeting process

- FY2001-FY2004 figures are produced by extrapolating FY2000, using   
year-on-year net sales growth and margin ratios as key drivers    

- FY2000-FY2004 figures reflect the following:                        

- Negative impact of recession and adverse publicity since 1997 
bottoming out in 1999 and recovery thereafter               

    - Net sales showing steady growth at 4.0% CAGR but still 14% down on
1997 levels in 2004                                         

- JPY120/US$ in first part of 2000 and JPY110/US$ kept constant 
  thereafter. Gross margin 69.9% in 2000 and 69% flat thereafter

   - Margins altered in 2000 to reflect introduction of 3D Project and
       transfer of magazine publishing costs from COS to SG&A. EBIT margin
          improvement from 10.3% in 2000 to 14.1% in 2004 reflects the fact that
        approximately 50% of SG&A and 40% of Distribution Expenses are fixed
costs                                                       

- Effective tax rate reduction in 2000 reflects cuts in Japanese
corporate tax rate; kept constant thereafter                

- No significant capital expenditures assumed beyond recurring  
      maintenance items (HQ and distribution centers) and minor internet
investment                                                  

- Working capital requirement largely flat                      

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AMWAY JAPAN HISTORICAL AND PROJECTED

INCOME STATEMENT

(JPY IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                 AUGUST 31,                                            
                      -------------------------------------------------------------------------------------------------
                                                                                                                2000-  
                                                                                                                2004   
                       1997A      1998A      1999A      2000E      2001E      2002E      2003E      2004E       CAGR   
                      -------    -------    -------    -------    -------    -------    -------    -------    ---------
                                                                                                                       
NET SALES............ 203,362    192,458    143,797    150,000    156,000    162,240    168,730    175,479       4.0%  
    Total Cost of                                                                                                      
      Sales.......... (57,279)   (62,178)   (47,738)   (45,138)   (48,360)   (50,294)   (52,306)   (54,398)      4.8%  
                      -------    -------    -------    -------    -------    -------    -------    -------      ----   
GROSS PROFIT......... 146,083    130,280     96,059    104,862    107,640    111,946    116,424    121,081       3.7%  
                      -------    -------    -------    -------    -------    -------    -------    -------      ----   
    Total Operating                                                                                                    
      Expenses....... (98,235)   (99,853)   (75,798)   (89,452)   (87,785)   (90,537)   (93,398)   (96,374)      1.9%  
                      -------    -------    -------    -------    -------    -------    -------    -------      ----   
EBIT.................  47,848     30,427     20,261     15,410     19,855     21,409     23,026     24,707      12.5%  
Other                                                                                                                  
  Income -- Net......   3,299      (698)        746        100          0          0          0          0             
Interest Expense.....       0          0          0          0          0          0          0          0             

Income Before                                                                                                          
  Taxes..............  51,147     29,729     21,007     15,510     19,855     21,409     23,026     24,707      12.3%  
                      -------    -------    -------    -------    -------    -------    -------    -------      ----   
Income Taxes......... (28,030)   (16,950)   (10,500)    (6,980)    (8,935)    (9,634)   (10,362)   (11,118)            

Net Income...........  23,117     12,779     10,507      8,530     10,920     11,775     12,664     13,589      12.3%  
                      =======    =======    =======    =======    =======    =======    =======    =======      ====   
Depreciation.........   1,650      2,046      1,956      2,841      2,850      2,850      2,850      2,850             
Change in WC.........  (5,138)   (1,297)    (5,426)     (2,731)      (328)       507        772        466             
CapEx................  (8,254)   (1,143)    (10,790)    (5,916)    (1,804)    (1,804)    (1,804)    (1,804)            

Net Sales Growth.....               (5.4)%    (25.3)%      4.3%       4.0%       4.0%       4.0%       4.0%            
Gross Margin.........    71.8%      67.7%      66.8%      69.9%      69.0%      69.0%      69.0%      69.0%            
EBIT Margin..........    23.5%      15.8%      14.1%      10.3%      12.7%      13.2%      13.6%      14.1%            
Depreciation/Sales...     0.8%       1.1%       1.4%       1.9%       1.8%       1.8%       1.7%       1.6%            
CapEx/Dep............     5.0x       0.6x       5.3x       2.1x       0.6x       0.6x       0.6x       0.6x            

Source: Amway Japan management projections                                      

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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.                                  

    The information set forth in Item 10 is hereby amended to read as follows:

   (a) - (b) The information set forth in "Introduction," "Special
  Factors -- The Offer, Related Transactions; Agreement," "Special Factors
-- Interests of Certain Persons," "The Offer -- Interests of Certain
Persons" and "The Offer -- Transactions and Agreements Concerning the 
     Shares" in the Offer to Purchase is incorporated herein by reference. As of
December 1, 1999, Craig N. Meurlin and Lawrence M. Call, each were the
    beneficial owners of 1,000 Shares, which represents less than 0.01% of the
   outstanding Shares. As of November 1, 1999, Mr. Richard M. DeVos, Jr. was
the beneficial owner of 26,752,811 Shares.                            

     As of November 1, 1999, the following persons were the beneficial owners of
Shares:                                                                         

                                                                [Download Table]

                                                   NUMBER OF SHARES 
             NAMES AND ADDRESSES                   OF COMMON STOCK  
             OF BENEFICIAL OWNERS                 BENEFICIALLY OWNED
             --------------------                 ------------------
                                                                    
Jay and Betty J. Van Andel                           55,388,611(1)  
David Van Andel                                      28,407,600(2)  
Richard M. and Helen DeVos                           27,488,300(3)  
Richard M. DeVos, Jr.                                26,752,811(4)  

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

(1) Includes 27,614,311 shares of Common Stock held by the Jay Van Andel Trust, 
25,787,300 shares of Common Stock held by Japan HC I, Inc. and 1,987,000
shares of Common Stock held by the Jay and Betty J. Van Andel Foundation
 (the "Van Andel Foundation"). Under the terms of the Jay Van Andel Trust,
Jay Van Andel has sole voting and dispositive power with respect to the 
 shares of Common Stock held by such Trust. Jay Van Andel is a director of
 Japan HC I, Inc. with shared voting and dispositive power with respect to
    the shares of Common Stock held by Japan HC I, Inc., and a co-trustee of the
  Van Andel Foundation with shared voting and dispositive power with respect
to the shares of Common Stock held by such Foundation. As the sole      
  beneficiary of the Betty J. Van Andel Trust, which is the sole shareholder
 of Japan HC I, Inc., Betty J. Van Andel has shared voting and dispositive
 power with respect to the shares of Common Stock held by Japan HC I, Inc.
   due to her right to revoke such Trust. Jay Van Andel and Betty J. Van Andel
    are married; as a consequence, each may be deemed to be the beneficial owner
of all of the shares listed.                                            

(2) Includes 25,787,300 shares of Common Stock held by Japan HC I, Inc.,        
  1,987,000 shares of Common Stock held by the Van Andel Foundation, 536,000
shares of Common Stock held by the Van Andel Institute, 48,600 shares of
   Common Stock held by the Van Andel Research Institute, and 48,700 shares of
    Common Stock held by the Van Andel Education Institute. David Van Andel is a
  director of Japan HC I, Inc. with shared voting and dispositive power with
 respect to the shares of Common Stock held by Japan HC I, Inc., and a co-
    trustee of the Van Andel Foundation with shared voting and dispositive power
 with respect to the shares of Common Stock held by such Foundation, and a
   co-trustee of the Van Andel Institute, the Van Andel Research Institute and
  the Van Andel Education Institute with shared voting and dispositive power
with respect to the shares of Common Stock held by such Institutes.     

(3) Includes 24,868,000 shares of Common Stock held by RDV (AJL) Holdings, Inc.,
2,620,300 shares of Common Stock held by the Richard and Helen DeVos    
Foundation (the "DeVos Foundation"). As directors of RDV (AJL) Holdings,
   Inc., Richard and Helen DeVos have shared voting and dispositive power with
    respect to the 24,868,000 shares of Common Stock held by RDV (AJL) Holdings,
Inc. Helen DeVos is a co-trustee of the DeVos Foundation and has shared 
    voting and dispositive power of the 2,620,300 shares of Common Stock held by
the DeVos Foundation.                                                   

(4) Includes 2,396,800 shares of Common Stock held by RDV GRIT Holdings, Inc.,  
    1,550,011 shares of Common Stock held by HDV GRIT Holdings, Inc., 20,510,000
    shares of Common Stock held by HDV (AJL) Holdings, Inc. and 2,296,000 shares
    of Common Stock held by RDV Capital Management L.P. II. As a director of HDV
 (AJL) Holdings, Inc., Richard M. DeVos, Jr. shares voting and dispositive
power with respect to the 20,510,000 shares of Common Stock held by HDV 
    (AJL) Holdings, Inc. Richard M. DeVos, Jr. is a director of each of RDV GRIT
Holdings, Inc. and HDV GRIT Holdings, Inc. with shared voting and       

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  dispositive power of the shares of Common Stock held by such corporations.
 RDV Corporation is the general partner of RDV Capital Management L.P. II.
 As a director of RDV Corporation, Richard M. DeVos, Jr. shares voting and
dispositive power of the shares of Common Stock held by RDV Capital     
   Management L.P. II. Richard M. DeVos, who holds an indirect interest in RDV
   GRIT Holdings, Inc., but has no voting or dispositive power with respect to
 the shares of Common Stock held by such corporation, disclaims beneficial
ownership of such shares. Helen DeVos, who holds an indirect interest in
HDV GRIT Holdings, Inc., but has no voting or dispositive power with    
 respect to the shares of Common Stock held by such corporation, disclaims
   beneficial ownership of such shares. Richard M. DeVos, Jr. is a trustee and
beneficiary of the Richard M. DeVos, Jr. Christmas Trust, which is a    
shareholder of HDV (AJL) Holdings, Inc.                                 

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO 
THE TRANSACTION.                                              

    The information set forth in Item 12 is hereby amended to read as follows:

(a) The information set forth in "Introduction" and "The    
Offer -- Interests of Certain Persons" in the Offer to Purchase is    
    incorporated herein by reference. In addition, Purchaser has been informed
 by the Principal Shareholders that they will not tender their Shares in
response to the Offer (other than 650,000 Shares owned by one of the  
     charitable foundations and certain institutes established by certain of the
Principal Shareholders).                                              

(b) The information set forth in "Introduction" and "Special
 Factors -- Background of the Offer; Recommendation of the Disinterested
     Directors; Reasons for the Recommendation; Opinion of the 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 recent market prices for the Shares
represented a historical low for the Shares.                          

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 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 and December 13,  
             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).**       

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                                                                [Download Table]
                                                                    
 (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).**                                      
(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).**                                          

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                                                                [Download Table]
                                                                         
     (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 and December 7, 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 13, 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

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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 and December 13,  
               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).**                   

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                                                                [Download Table]

EXHIBIT NO.                            DESCRIPTION                         
-----------                            -----------                         
                                                                           
     (12)      Form of Statement for AJL Distributors, dated November 15,  
               1999 (incorporated herein by reference to Exhibit (a)(12) of
               the Schedule 14D-1).**                                      
     (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 and December 7, 1999.                                            

14

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/13/99		2		13			SC 14D1/A
		12/7/99		2		14			SC 13E3/A,  SC 14D1/A
		12/2/99		11		14
		12/1/99		8
		11/30/99		2		14			SC 13E3/A,  SC 14D1/A
		11/26/99		2		14			SC 13E3/A,  SC 14D1/A
		11/18/99		1		14			SC 13E3,  SC 14D1
		11/16/99		10		14
		11/15/99		9		14
		11/1/99		8
		9/21/99		4		13
		9/20/99		4
		9/1/99		4
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