-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XdvBlwBt317ObonBk+M9oUh4+BdGCLqivLs6qyMS0X8P//nmQ2xLgJQp7jNQlwyA XdQauerNFH/BSiZksAY4rQ== 0000950112-94-002179.txt : 19940819 0000950112-94-002179.hdr.sgml : 19940819 ACCESSION NUMBER: 0000950112-94-002179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940817 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CYANAMID CO CENTRAL INDEX KEY: 0000004829 STANDARD INDUSTRIAL CLASSIFICATION: 2800 IRS NUMBER: 130430890 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03426 FILM NUMBER: 94544983 BUSINESS ADDRESS: STREET 1: 1 CYANAMID PLAZA CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2018312000 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CYANAMID/ME DATE OF NAME CHANGE: 19930928 FORMER COMPANY: FORMER CONFORMED NAME: CYANAMID DATE OF NAME CHANGE: 19930928 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CYANAMID CO DATE OF NAME CHANGE: 19930928 8-K 1 AMERICAN CYANAMID COMPANY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 1994 AMERICAN CYANAMID COMPANY ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) MAINE ----------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-3426 13-0430890 ------------------------- ------------------------------ Commission File Number (IRS Employer Identification No.) One Cynamid Plaza, Wayne, NJ 07470 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 201-831-2000 ----------------------------------- Registrant's Telephone Number ITEM 5. Other Events. ------------ On August 17, 1994, American Cyanamid Company (the "Company") and American Home Products Corporation ("AHP") entered ------- --- into a definitive agreement (as the same may be amended from time to time, the "Merger Agreement") providing for the acquisition by ---------------- AHP of the issued and outstanding shares of common stock, par value $5.00 per share (the "Shares"), including the associated Rights (as ------ defined below), of the Company at $101.00 per share in cash. Pursuant to the Merger Agreement, AC Acquisition Corp., a wholly owned subsidiary of AHP, will amend its outstanding tender offer (the "Offer") for all Shares as soon as practicable and in any event ----- within five business days after August 17, 1994 and the Offer will be followed by a Merger in which any remaining Shares (other than common stock held by shareholders who have perfected any appraisal rights available under Maine law) will be converted into the right to receive $101.00 per Share in cash or any higher price per Share that may be paid in the Offer. The joint press release of the Company and AHP is filed as Exhibit 20.1 hereto and incorporated herein by reference. On August 17, 1994, the Board of Directors of the Company adopted an amendment of the Rights Agreement (the "Rights ------ Agreement") dated as of March 10, 1986 between the Company and --------- Mellon Bank, N.A., as Successor Rights Agent. Capitalized terms used below and not defined have the respective meanings set forth in the Rights Agreement. The amendment provides as follows: (i) Section 1(a) of the Rights Agreement is amended to provide that no person who acquires beneficial ownership of 20% or more of the Shares then issued and outstanding, pursuant to a cash tender offer for all of the Shares then issued and outstanding, at a price of at least $101.00 per Share shall be deemed an Acquiring Person. (ii) Section 3(a) of the Rights Agreement is amended to provide that the Distribution Date shall be the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date or (ii) the close of business on any day, as determined by the Board, acting in its sole discretion, following the tenth business day after the date that a tender or exchange offer to purchase at least 30% of the Shares is commenced by any Person (other than the Company, any Subsidiary of the Company, any employee benefits plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan). (iii) Section 11(a)(ii)(B) of the Rights Agreement is amended to provide that in the event any Person (other than the Company, any Subsidiary of the Company, any employee benefits plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall become the Beneficial Owner of 20% or more of the Shares then issued and outstanding, other than pursuant to any transaction set forth in Section 13(a) thereof, provisions shall be made so that each holder of a Right (except as provided in the Section 7(e) and elsewhere in the Rights Agreement) shall thereafter have the right to receive upon exercise of the Right, two shares of Common Stock (or in certain circumstances a combination of cash, other property, Common Stock and/or other securities) at 25% of the then per share market price of the Common Stock. (iv) Section 34 of the Rights Agreement is added to the Rights Agreement to provide that notwithstanding any provision of Section 13 or any other provision of the Rights Agreement to the contrary, if any Person consummates a cash tender offer for at least $101.00 per Share and then consummates a Merger whereby the remaining shares of Common Stock are converted into the right to receive $101.00 or any higher amount paid for Shares under the tender offer, the Rights shall in no event and under no circumstances be exercisable and no supplemental agreement pursuant to Section 13 shall be required in connection with a Second Step Merger. The full text of the amendment to the Rights Agreement is filed as Exhibit 4.1 hereto, and the foregoing summary is qualified in its entirety by reference to such Exhibit. ITEM 7. Financial Statements and Exhibits --------------------------------- Exhibits 4.1 Amendment Agreement dated as of August 17, 1994, between American Cyanamid Company and The Chase Manhattan Bank, N.A. as Rights Agent. 20.1 Press Release dated August 17, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 18, 1994 AMERICAN CYANAMID COMPANY By: /s/ A.C. Brennan ------------------------- Alice C. Brennan Secretary EXHIBIT INDEX Number Description Page Number ------ ----------- ----------- 4.1 Amendment Agreement dated as of August 17, 1994 between American Cynamid Company and Mellon Bank, N.A. 6 20 Press Release 11 EX-4.1 2 EXHIBIT 4.1 AMENDMENT AGREEMENT ------------------- Amendment Agreement, dated as of August 17, 1994, between American Cyanamid Company, a Maine corporation (the "Company"), and Mellon Bank, N.A., (the "Rights Agent"). WHEREAS, the Company and The Chase Manhattan Bank, N.A. ("Chase"), the predecessor of the Rights Agent, have heretofore executed and entered into a Rights Agreement, dated as of March 10, 1986 (the "Rights Agreement"), setting forth the terms of Preferred Stock Purchase Rights of the Company (the "Rights"); WHEREAS, such Rights Agreement has been amended by Amendment Agreements dated as of April 29, 1986 and April 21, 1987; WHEREAS, by a Letter Agreement dated March 2, 1992, pursuant to the provisions of Section 21 of the Rights Agreement, the Company appointed the Rights Agent to succeed Chase as the Rights Agent under the Rights Agreement; WHEREAS, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement pursuant to the provisions of Section 26 of the Rights Agreement; and WHEREAS, all acts and things necessary to make this Amendment Agreement a valid, legal and binding instrument of the Company and the Rights Agent have been duly done, performed and fulfilled, and the execution and delivery hereof by each of the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent, respectively: NOW, THEREFORE, the Company and the Rights Agent hereby agree as follows: 1. Pursuant to Section 26 of the Rights Agreement, Sections 1(a), 3(a), 11(a)(ii)(B) and 34 of the Rights Agreement are hereby modified and amended to read in their entirety as set forth in Exhibit A hereto. 2. This Amendment Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement. 3. In all respects not inconsistent with the terms and provisions of this Amendment Agreement, the Rights Agreement is hereby ratified and confirmed. In executing and delivering this Amendment Agreement, the Rights Agent shall be entitled to all of the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be fully executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. AMERICAN CYANAMID COMPANY By: /s/ J. S. McAuliffe --------------------------- Name: Joseph S. McAuliffe Title: Vice President and General Counsel By: /s/ A. C. Brennan --------------------------- Name: Alice C. Brennan Title: Secretary MELLON BANK, N.A. By: /s/ Paul H. Buchbaum --------------------------- Name: Paul H. Buchbaum Title: Senior Vice President By: /s/ John F. Keegan -------------------------------- Name: John F. Keegan Title: Vice President EXHIBIT A SECTION 1(a) ------------ (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 20% or more of the shares of Common Stock then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person who acquires beneficial ownership of 20% or more of the shares of Common Stock then outstanding, pursuant to a cash tender offer for all of the shares of Common Stock then outstanding, at a price of at least $101.00 per share of Common Stock shall be deemed an Acquiring Person. SECTION 3(a) ------------ (a) Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or if the tenth day following the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on any day, as determined by the Board, acting in its sole discretion following the tenth business day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14e-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the beneficial owner of 30% or more of the shares of Common Stock then outstanding, (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be certificates for Rights) and not be separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first class postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B hereto (the "Right Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. SECTION 11(a)(ii)(B) -------------------- (B) any Person (other than the Company, any Subsidiary of the Company, any employee benefits plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, other than pursuant to any transaction set forth in Section 13(a) hereof, or SECTION 34. Second Step Merger. ------------------------------- Notwithstanding any provision of Section 13 or any other provision of this Rights Agreement to the contrary, (a) following consummation by any Person of a cash tender offer for all of the shares of Common Stock then outstanding at a price of at least $101.00 per share, the Rights shall not be exercisable upon the subsequent consummation of, or in connection with, a merger of the Company with such Person or any of its Affiliates in which the shares of Common Stock then outstanding (other than shares of Common Stock owned by such Person or its Affiliates and shares of Common Stock the holders of which are seeking appraisal pursuant to Section 909 or 910 of the Maine Business Corporation Act) are to be converted into an amount in cash per share of Common Stock that is no less than the amount received by holders of shares of Common Stock in the cash tender offer referred to above (a "Second Step Merger"); (b) from the effective time of a Second Step Merger through the Final Expiration Date, the Rights shall in no event and under no circumstances be exercisable; and (c) no supplemental agreement pursuant to Section 13 shall be required in connection with a Second Step Merger. EX-99.20 3 CONTACTS: - --------- Investor: American Cyanamid: American Home Products: Charlotte D. Cuff John Considine (201) 831-2172 (201) 660-6429 Edwina G. Sanders (201) 831-2206 AMERICAN HOME PRODUCTS AND AMERICAN CYANAMID -------------------------------------------- REACH MERGER AGREEMENT AT $101 PER SHARE ---------------------------------------- MADISON AND WAYNE, NJ, AUGUST 17, 1994 -- American Home Products Corporation (NYSE: AHP) and American Cyanamid Company (NYSE: ACY) today announced that they have entered into a definitive merger agreement which provides for American Cyanamid stockholders to receive a price of $101 per share in cash for all outstanding shares of American Cyanamid. The total value of the transaction, on a fully diluted basis, is approximately $9.7 billion. The agreement has been approved by the Boards of Directors of both companies. The American Cyanamid Board has determined that the terms of the offer and merger are fair to, and in the best interests of, the Company and its stockholders and recommends that stockholders tender their American Cyanamid shares in American Home Products' tender offer. American Home Products will amend its existing tender offer to increase the price being offered to $101 per share. The amended tender offer is scheduled to expire at midnight, New York City time, on September 14, 1994, unless extended. Following completion of the tender offer, American Cyanamid will be merged with a subsidiary of American Home Products and each American Cyanamid share not previously purchased will be converted into the right to receive $101 net in cash. The American Home Products' amended tender offer will remain subject to the valid tender of shares representing a majority of the voting power of American Cyanamid, the expiration of waiting periods under applicable antitrust and competition laws, and other customary closing conditions. Under the merger agreement, American Cyanamid's preferred stock purchase rights will be redeemed at $.02 per right immediately prior to consummation of the tender offer. The merger price represents an increase of approximately $600 million over American Home Products' initial offer made on August 2, 1994, and a premium of 60 percent over American Cyanamid's share price on August 1, 1994. Following the merger, the combined companies will have annual revenues in excess of $12 billion, with a leading position in the pharmaceutical industry including vaccines, as well as significant franchises in consumer health care, agricultural products, food products, and medical supplies and diagnostic products. Albert J. Costello, Chairman and Chief Executive Officer of American Cyanamid said: "For the past eighteen months, we have been pursuing an aggressive strategic program to build value. The success of this program can be measured by the significant increase in our share price prior to the American Home Products offer. After a thorough analysis of American Home Products' increased offer, our Board concluded that a combination of the two companies would maximize value for our stockholders and lead to the creation of a highly competitive participant in our markets." John R. Stafford, Chairman, President and Chief Executive Officer of American Home Products, said: "We have been impressed with American Cyanamid's progress in carrying out its strategic program. The combination of our companies will result in a stronger company, better situated to compete in the rapidly evolving health care marketplace." "The combined new company will also benefit from a larger chemical research library and the diversification contributed by American Cyanamid's dynamic agricultural business. We are convinced that this transaction is in the best interests of the stockholders of American Home Products and American Cyanamid." American Home Products, with annual revenues of approximately $8.3 billion, is a research-based world leader in prescription drugs, medical supplies and diagnostic products, over-the-counter medicines and food products. American Cyanamid, with annual revenues of approximately $4.3 billion, is a research-based life sciences company which discovers and develops medical and agricultural products and manufactures and markets them in more than 135 countries. # # # -----END PRIVACY-ENHANCED MESSAGE-----