-----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, tNK3EQV8UDych0lQJkau2FyyhLA5colHYi+gjxe46X3YkysCgGcWt4fRylMUGTsO rGX4YOURCfS6/bXDTBWDcg== 0000950112-94-002773.txt : 19941024 0000950112-94-002773.hdr.sgml : 19941024 ACCESSION NUMBER: 0000950112-94-002773 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941021 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: 94554512 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. 10 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. 10 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 20, 1994, the Parent issued a press release, the full text of which is set forth in Exhibit 11(a)(25) 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. 10 to the Schedule 14D-1 is incorporated herein by reference. Item 11. MATERIAL TO BE FILED AS EXHIBITS. 11(a)(25) Press release issued by the Parent on October 20, 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 21, 1994 3 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - ------------ ---------------------------------------------------------------------- -------- 11(a)(25) Press release issued by the Parent on October 20, 1994................
4 EX-11.(A)(25) 2 EXHIBIT 11(a)(25) 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 20, 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 Wednesday, November 9, 1994, unless further extended. The new expiration date coincides with the expiration of the previously announced amended Delayed Take-Down Agreement with the Federal Trade Commission, pursuant to which AHP has agreed that it will not, without FTC consent, purchase shares of Cyanamid common stock in AHP's pending tender offer prior to Midnight on November 9, 1994. Discussions with the FTC staff have continued, and AHP remains hopeful that it will complete the FTC clearance process by November 9, 1994, although no assurance can be given that such clearance process will be completed by such date or that the tender offer period will not be further extended. As of the close of business on October 19, 1994, approximately 54.4 million shares of Cyanamid common stock (representing approximately 60% of the outstanding shares) had been validly tendered in connection with the offer and not properly withdrawn. # # # -----END PRIVACY-ENHANCED MESSAGE-----