-----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, KUbTZddlVTG1TnXqzvvk0WL6QjDEHuZ/zG/NFMawyZxAQyM7+KSy+ChAZIR54zyg WRgDUqeIdY8ktSHzUNLciA== 0000950112-94-002981.txt : 19941125 0000950112-94-002981.hdr.sgml : 19941125 ACCESSION NUMBER: 0000950112-94-002981 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941122 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: 94561578 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. 14 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 025 321 100 14D-1 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AC ACQUISITION CORP. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON DIRECTLY: 91,378,923 (INCLUDING APPROXIMATELY 3,770,535 SHARES SUBJECT TO GUARANTEE OF DELIVERY) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.6% 10 TYPE OF REPORTING PERSON CO CUSIP No. 025 321 14D-1 100 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AMERICAN HOME PRODUCTS CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS BK, WC AND OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON INDIRECTLY THROUGH VARIOUS WHOLLY OWNED SUBSIDIARIES: 91,378,923 (INCLUDING APPROXIMATELY 3,770,535 SHARES SUBJECT TO GUARANTEE OF DELIVERY) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.6% 10 TYPE OF REPORTING PERSON CO This Amendment No. 14 (Final Amendment) 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: At 8:00 p.m., New York City time, on Monday, November 21, 1994, the Offer expired. Based on information provided by the Depositary, a total of 91,368,923 Shares (or approximately 99.6% of the Shares outstanding) (including approximately 3,770,535 Shares subject to guarantee of delivery) were validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, the tendered and accepted Shares at the purchase price of $101 per Share in cash. Pursuant to the Merger Agreement, a Special Meeting of Shareholders of the Company is expected to be held as promptly as practicable, at which the shareholders of the Company will consider and vote upon the Merger Agreement and the transactions contemplated thereby (the "Merger Proposal"). The Purchaser and the Parent intend to vote all Shares held by them in favor of the Merger Proposal. It is anticipated that the Merger will be consummated shortly after the Special Meeting of Shareholders, as a result of which the Company will become a wholly owned subsidiary of the Parent and each outstanding Share (other than Shares held in the treasury of the Company, Shares owned by the Parent, the Purchaser or any other direct or indirect subsidiary of the Parent or of the Company, Dissenting Shares and Section 910 Shares (as such terms are defined in the Merger Agreement)) shall be cancelled, extinguished and converted into the right to receive $101 per Share in cash, without interest, less any applicable withholding taxes. The consummation of the Offer was publicly announced in a press release issued by the Parent on November 22, 1994, a copy of which is filed as Exhibit 11(a)(28) hereto and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 11(a)(28) Press release issued by the Parent on November 22, 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: November 22, 1994 3 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - ------------ ---------------------------------------------------------------------- -------- 11(a)(28) Press release issued by the Parent on November 22, 1994...............
4 EX-11.(A)(28) 2 EXHIBIT 11(a)(28) 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 SUCCESSFULLY COMPLETES CASH TENDER OFFER AND ACQUIRES APPROXIMATELY 99.6% OF THE SHARES OF AMERICAN CYANAMID Madison, N.J., November 22, 1994 -- American Home Products Corporation (NYSE: AHP) today announced that its cash offer for all outstanding shares of common stock of American Cyanamid Company (NYSE: ACY) expired, as scheduled, at 8:00 p.m., New York City time, on Monday, November 21, 1994. AHP, through its subsidiary making the offer, has accepted for purchase all shares validly tendered and not properly withdrawn prior to expiration of the offer. Based on a preliminary estimate, as of the expiration of the offer, approximately 91,368,923 shares of Cyanamid were tendered (including approximately 3,770,535 shares subject to guarantee of delivery) and accepted for payment at a price of $101 per share. - more - - 2 - The acceptance of these shares in the tender offer results in AHP's ownership of approximately 99.6% of Cyanamid's outstanding common stock. In the second step of the acquisition, Cyanamid will be merged with a subsidiary of AHP and each Cyanamid share not previously purchased in the tender offer will be converted into the right to receive $101 in cash. The merger will be completed as soon as practicable. This acquisition creates one of the world's premier health care and agricultural products companies, a $13 billion company that ranks among the top three companies in the world in sales of pharmaceuticals and health care products and sixth in sales of agricultural products. The acquisition significantly broadens AHP's product diversity and geographic reach. AHP now operates in 145 countries and ranks third in the world in sales of prescription drugs and first in sales of non-prescription medications. In the United States, AHP now ranks first in sales of vitamins and vaccines and is also a leader in generic pharmaceuticals, biotechnology, agricultural products, animal health care and food products. John R. Stafford, Chairman, President and Chief Executive Officer of American Home Products said, "The acquisition advances AHP's commitment to our strategic plan of expanding our global markets and competitive positions, and increasing our research and development in our health care business. The - more - - 3 - benefits of the acquisition include strengthening key international markets, expanding our research and development efforts, which will now include Cyanamid's oncology, central nervous system, anti-infective/antiviral and immunoinflammatory agents, and providing diversification by adding Cyanamid's dynamic agricultural chemical business. The combined company's annual investment of more than $1 billion in research and development underscores a deep commitment to the discovery of new cost-effective health products, targeted to areas of major illness where the need is critical and the quality of life can be improved for millions of people worldwide." ###### -----END PRIVACY-ENHANCED MESSAGE-----