-----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, KKd7t195cQJxG9BjH9312wXGxiciE8CXEtqqod9XMdhOP9yl7t0JTFs3yh3fh1ao bvIo0e2cLdRhaIvWx6n/OA== 0000950112-94-002643.txt : 19941005 0000950112-94-002643.hdr.sgml : 19941005 ACCESSION NUMBER: 0000950112-94-002643 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941004 SROS: NYSE SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17398 FILM NUMBER: 94551459 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-5000 SC 14D1/A 1 AMERICAN HOME PRODUCTS CORPORATION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- AMENDMENT NO. 8 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- AMERICAN CYANAMID COMPANY (Name of Subject Company) AC ACQUISITION CORP. AMERICAN HOME PRODUCTS CORPORATION (Bidder) COMMON STOCK, $5.00 PAR VALUE PER SHARE (Title of Class of Securities) 025321100 (CUSIP Number of Class of Securities) LOUIS L. HOYNES, JR. SENIOR VICE PRESIDENT AND GENERAL COUNSEL AMERICAN HOME PRODUCTS CORPORATION FIVE GIRALDA FARMS MADISON, NEW JERSEY 07940 TELEPHONE: (201) 660-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPY TO: CHARLES I. COGUT, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 PAGE 1 OF PAGES THE EXHIBIT INDEX IS LOCATED ON PAGE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 8 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on August 10, 1994 (as amended, the "Schedule 14D-1") relating to the offer by AC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of American Home Products Corporation, a Delaware corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, $5.00 par value per share (the "Shares"), of American Cyanamid Company, a Maine corporation (the "Company"), and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as of March 10, 1986, as amended, between the Company and Mellon Bank, N.A., as successor Rights Agent, at a purchase price of $101 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 1994, as amended and supplemented on August 23, 1994 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. Item 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On October 3, 1994, the Parent issued a press release, the full text of which is set forth in Exhibit 11(a)(23) and incorporated herein by reference. Item 10. ADDITIONAL INFORMATION. Items 10(b), (c), (e) and (f) of the Schedule 14D-1 are hereby amended and supplemented as follows: The information set forth under Item 5 of this Amendment No. 8 to the Schedule 14D-1 is incorporated herein by reference. Item 11. MATERIAL TO BE FILED AS EXHIBITS. 11(a)(23) Press release issued by the Parent on October 3, 1994. 2 SIGNATURE 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. AMERICAN HOME PRODUCTS CORPORATION By: /s/ Robert G. Blount .................................. Name: Robert G. Blount Title: Executive Vice President and Chief Financial Officer AC ACQUISITION CORP. By: /s/ Robert G. Blount .................................. Name: Robert G. Blount Title: Vice President Date: October 4, 1994 3 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - ------------ ---------------------------------------------------------------------- -------- 11(a)(23) Press release issued by the Parent on October 3, 1994.................
4 EX-11.(A)(23) 2 EXHIBIT 11(A)(23) FOR IMMEDIATE RELEASE Investor Contact: Media Contact: John R. Considine Louis V. Cafiero (201) 660-6429 (201) 660-5013 Thomas G. Cavanagh (201) 660-5706 AMERICAN HOME PRODUCTS EXTENDS TENDER OFFER Madison, NJ, October 3, 1994--American Home Products Corporation (NYSE: AHP) today announced that it has extended the period during which its tender offer for shares of American Cyanamid Company (NYSE: ACY) common stock will remain open to 12:00 Midnight, New York City time, on Friday, October 21, 1994, unless further extended. The new expiration date coincides with the expiration of the previously announced Delayed Take-Down Agreement with the Federal Trade Commission, pursuant to which AHP had agreed that it would not, without FTC consent, purchase shares of ACY common stock in its tender offer prior to Midnight on October 21, 1994. While AHP expects to continue its discussions with the FTC and continues to look forward to a prompt and satisfactory resolution of the FTC clearance process, no assurance can be given that such a resolution can be reached prior to October 21, 1994 or that the tender offer period will not be further extended. As of the close of business on September 30, 1994, approximately 53,893,465 shares of Cyanamid common stock (representing approximately 59.3% of the outstanding shares) had been validly tendered in connection with the offer and not properly withdrawn. # # # -----END PRIVACY-ENHANCED MESSAGE-----