-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HtVhYQnTL6xLR7iFCEcoi9oDoX8Jp9PEAbmWSDGvNF5fuI66GMYMDgbN1vi+/fxg YIgLYBI1/WiAEhVINeN/CQ== /in/edgar/work/0000005187-00-000010/0000005187-00-000010.txt : 20000718 0000005187-00-000010.hdr.sgml : 20000718 ACCESSION NUMBER: 0000005187-00-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000717 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-01225 FILM NUMBER: 673850 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 8-K 1 0001.txt =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 30, 2000 1-1225 ------------- ------ Date of Report (Date of Earliest Event Reported) (Commission File Number) AMERICAN HOME PRODUCTS CORPORATION ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2526821 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation) Five Giralda Farms, Madison, N.J. 07940 --------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973) 660-5000 =============================================================================== Item 2. Acquisition or Disposition of Assets ------------------------------------ Effective June 30, 2000, American Home Products Corporation (the "Company") substantially completed the sale (the "Transaction") of its Cyanamid Agricultural Products business to BASF Aktiengesellschaft ("BASF"). The Company issued a press release on June 30, 2000 regarding this transaction. The press release is attached hereto as Exhibit 99.2. The Cyanamid Agricultural Products business manufactures, distributes and sells crop protection and pest control products, such as herbicides, insecticides and fungicides. The sale was made pursuant to a Purchase Agreement dated as of March 20, 2000 (Exhibit 10.1 hereof), and the First Amendment to the Purchase Agreement, dated as of June 30, 2000 (Exhibit 10.2 hereof), each of which is incorporated herein by reference. Under the terms of the Purchase Agreement, as amended, BASF paid the Company $3.8 billion in cash and assumed certain debt. The Company recorded an after-tax loss on the sale of this business of $1,573.0 million or $1.19 per share-diluted in the 2000 first quarter. The loss on the sale included closing costs, which were more than offset by after-tax operating income of the Cyanamid Agricultural Products business of $86.0 million from April 1, 2000 through June 30, 2000. However, the loss on the sale is due primarily to a difference in the basis of the net assets sold for financial reporting purposes compared to the Company's basis in such net assets for tax purposes. The difference related, for the most part, to goodwill that is not recognized for tax purposes. As a result, the transaction generated a taxable gain, requiring the recording of a tax provision, in addition to requiring a write-off of net assets in excess of the selling price. The selling price and terms of the Purchase Agreement, as amended, were determined based upon arms-length negotiations between the Company and BASF. No material relationship existed between Company and BASF or any of their respective affiliates, directors, officers or associates of any such directors or officers. Item 7. Financial Statements, Pro Forma Information and Exhibits -------------------------------------------------------- (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Unaudited Pro Forma Consolidated Financial Information The unaudited pro forma consolidated statement of operations and related loss per share data for the year ended December 31, 1999 is based upon the Company's historical results from continuing operations, adjusted to reflect the impact of the Transaction as if it had occurred on January 1, 1999. 2 The unaudited pro forma consolidated statement of operations for the year ended December 31, 1999 is not necessarily indicative of the Company's consolidated results of operations had the Transaction reflected therein actually been consummated on January 1, 1999, nor is it necessarily indicative of the Company's consolidated results of operations for any subsequent period. An unaudited pro forma consolidated balance sheet as of March 31, 2000 and an unaudited pro forma consolidated statement of operations for the three months ended March 31, 2000 will not be filed since the Cyanamid Agricultural Products business is reflected as a discontinued operation in the Company's unaudited consolidated financial information as of March 31, 2000 included in the first quarter Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 15, 2000. In addition, the Company's unaudited consolidated financial information for the period ended June 30, 2000 will reflect the completion of the Transaction. Further, the only required adjustment to the March 31, 2000 historical consolidated balance sheet, filed with the SEC, necessary to reflect the disposition of the Cyanamid Agricultural Products business would be to reflect the $3.8 billion of proceeds received, $2,944.8 million on an after-tax basis, and the resulting application of the proceeds to pay down outstanding commercial paper debt. Similarly, the only required adjustment to the March 31, 2000 historical consolidated income from continuing operations would be to reflect a reduction of $42.1 million of interest expense resulting from the pro forma pay down of commercial paper debt. This adjustment results in a pro forma income and diluted earnings per share from continuing operations of $1,773.4 million and $1.34, respectively, for the three month period ended March 31, 2000. (c) Exhibits 10.1 Purchase Agreement by and among American Cyanamid Company, American Home Products Corporation, and BASF Aktiengesellschaft, dated as of March 20, 2000 is incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. (Confidential treatment requested - confidential portions have been omitted and filed separately with the Commission) 10.2 First Amendment to the Purchase Agreement, dated as of June 30, 2000, by and among American Cyanamid Company, American Home Products Corporation, and BASF Aktiengesellschaft. (Confidential treatment requested - confidential portions have been omitted and filed separately with the Commission) 99.1 Press Release dated March 21, 2000. 99.2 Press Release dated June 30, 2000. 3 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1999 (In thousands, except per share amounts)
Less: Agricultural Historical Products Business Pro Forma ------------------ ------------------ --------------- (1) (2)(3) Net Sales $13,550,176 $1,668,980 $11,881,196 ------------- ------------- ------------- Cost of goods sold 3,692,522 669,966 3,022,556 Selling, general and administrative expenses 5,039,862 651,597 4,388,265 Research and development expenses 1,739,960 152,455 1,587,505 Interest expense, net 213,866 0 213,866 Other (income) expense, net (237,408) 18,289 (255,697) Litigation charge 4,750,000 0 4,750,000 Special charges 277,000 195,000 82,000 ------------- ------------- ------------- 15,475,802 1,687,307 13,788,495 ------------- ------------- ------------- Loss before federal and foreign taxes (1,925,626) (18,327) (1,907,299) Provision (benefit) for taxes: Federal (1,190,395) (80,706) (1,109,689) Foreign 491,890 82,257 409,633 ------------- ------------- ------------- (698,505) 1,551 (700,056) Net Loss ($1,227,121) ($19,878) ($1,207,243) ============= ============= ============= Basic Loss per Share ($0.94) ($0.92) ============= ============= Diluted Loss per Share ($0.94) ($0.92) ============= ============= Average number of shares - basic (thousands) 1,308,876 1,308,876 Average number of shares - diluted (thousands) 1,308,876 1,308,876 See notes to unaudited pro forma consolidated statement of operations.
4 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS - ----------------------------------------------------------------- 1. Represents the statement of operations for the Cyanamid Agricultural Products business for the year ended December 31, 1999. 2. Included in the historical statement of operations and pro forma balances are continuing costs of approximately $24.0 million. Such costs include certain administrative, postretirement benefit, and overhead expenses that had been previously allocated to the Cyanamid Agricultural Products business. 3. Assuming the proceeds from the Transaction were received on January 1, 1999, such net proceeds, after tax, of $2,944.8 million would have been used to pay down outstanding commercial paper with a weighted average interest rate of 5.72%. By paying down such debt, the Company would have reduced interest expense by approximately $168.4 million for the year ended December 31, 1999. This adjustment would result in a pro forma net loss and diluted loss per share of $1,097.8 million and $0.84, respectively for the year ended December 31, 1999. 5 Signature --------- 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 hereunto duly authorized. AMERICAN HOME PRODUCTS CORPORATION ---------------------------------- (Registrant) By /s/ Paul J. Jones -------------------- Paul J. Jones Vice President and Comptroller (Duly Authorized Signatory and Chief Accounting Officer) Date: July 17, 2000 6 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 10.2 First Amendment to the Purchase Agreement, dated as of June 30, 2000 by and among American Cyanamid Company, American Home Products Corporation, and BASF Aktiengesellschaft. (Confidential treatment requested - confidential portions have been omitted and filed separately with the Commission) 99.1 Press Release dated March 21, 2000. 99.2 Press Release dated June 30, 2000. EX-1 EX-10.2 2 0002.txt Exhibit 10.2 CONFIDENTIAL TREATMENT Note: Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2. The omitted confidential material has been filed separately with the Commission. The location of the omitted confidential information is indicated herein by an "X". FIRST AMENDMENT TO PURCHASE AGREEMENT This FIRST AMENDMENT, dated as of June 30, 2000 (the "First Amendment"), to the PURCHASE AGREEMENT (the "Agreement") dated as of March 20, 2000 by and among AMERICAN CYANAMID COMPANY, a Maine Corporation ("Cyanamid"), AMERICAN HOME PRODUCTS CORPORATION, a Delaware corporation ("AHP" and, together with Cyanamid, "Sellers") and BASF Aktiengesellschaft, a corporation organized under the laws of Germany ("Buyer"). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the parties hereto have heretofore entered into the Agreement; WHEREAS, the parties hereto have heretofore entered into the Supplemental XXXXX Agreement (as defined herein); WHEREAS, the parties hereto desire to amend the Agreement as provided in this First Amendment. NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows: 1. The Agreement is hereby amended by deleting Exhibit A thereto in its entirety and substituting in lieu thereof Exhibit A attached hereto. 2. As contemplated by Section 6.2 of the Agreement, the parties hereby agree that the Included Intercompany Accounts (as defined herein) need not be settled prior to the Closing (it being understood and agreed by the parties that, as of the Closing Date, the Included Intercompany Accounts (including a transferred clearing account) will net out to zero). To the extent not settled prior to the Closing, the Included Intercompany Accounts shall (i) remain on the books and records relating to the Business (it being understood that, for purposes of Section 3.5(a) of the Agreement, the Included Intercompany Accounts shall be eliminated from the Closing Statement), and (ii) be deemed for all purposes under the Agreement to be Assets (and not Excluded Assets) and Assumed Liabilities (and not Excluded Liabilities), as the case may be. As used herein, the term "Included Intercompany Accounts" means all receivables and payables relating to the Business between or among any of the Companies, the Sellers, or Sellers' Affiliates; provided, however, that the following shall not be deemed to be Included Intercompany Accounts: (a) XXXXXXXX XXXXXXXXXXX XXXXXXXXX intercompany balances with XXXXXXXXXXX XXXXXXX XXXXXXX, and (b) XXXXXXXX XXXXXXX XXXXXXXXX XXXXXXX intercompany balances with XXXXXXXXXXXX XXXXXXXXXXXXXXX XXXXX, XXX XXXXXXX XXXXXXX XXXXXXX and XXXXXXX XXXXXXXXXX XXXXXXXXX. 3. In connection with the execution and delivery of the Supplemental XXXXX Agreement (as defined below), the Agreement is hereby amended as follows: (i) to delete from Section 1.10 the words: "the XXXXX Agreements"; (ii) to delete from Section 1.11 the words: "other than the XXXXX Agreements"; (iii) to delete Section 1.60 thereof in its entirety and substitute in lieu thereof the following: "Supplemental XXXXX Agreement" shall mean the Supplemental Assignment and License Agreement dated as of June 29, 2000 among the parties hereto and the other parties named therein, and any agreements executed pursuant thereto." (iv) to insert at the end of Section 1.72 the following words: "as all such agreements may have been modified by the Supplemental XXXXX Agreement."; (v) to insert at the end of Section 1.73 the following words: "and taking into account the modifications to such obligations effected by the Supplemental XXXXX Agreement."; and to delete Sections 3.2(e) and 3.3(g) in their entirety. 4. Section 1.37(iv) of the Agreement is hereby amended by inserting the following language on the first line following the words "Excluded Assets": "(it being understood that pension liabilities on the books and records of XXXXXXXX XXXXX XXXX XXXXXXXX relating to retirees of XXXXXXXX XXXXXXXXXXXXXX shall not be deemed to be Excluded Liabilities)" 5. Section 1.37 of the Agreement is hereby amended by inserting the following language following paragraph (iv): (v) liabilities relating to XXXXXXXX XXXXXXXX XXXXXXXXXXXXX representative offices in XXXXXXXXXXX XXXXXXXX XXXXXX and XXXXXXX. 6. Section 2.1 of the Agreement is hereby amended by inserting on the ninth line after the words "Assumed Liabilities," the following words: "and the Permitted Encumbrances." 7. The Agreement is hereby amended by deleting the last sentence of Section 3.1 of the Agreement in its entirety and substituting in lieu thereof the following: "For purposes of this Agreement, the Closing will be treated as if it occurred as of midnight, June 30/July 1, 2000 local time in each applicable jurisdiction." 8. The Agreement is hereby amended by inserting a new Section 3.8 as follows: "3.8 P.T. DHARMA ARDHA FORMA ADJUSTMENT (a) In the event Cyanamid is required to sell any or all of its interest in P.T Dharma Ardha Forma ("P.T. Dharma") to any or all other shareholders pursuant to the terms of its Articles of Association, Sellers shall promptly deliver to Buyer the consideration received in respect of such interest in lieu of conveying such interest to Buyer. (b) In the event Cyanamid is required to purchase any or all of the interests of the other shareholders of P.T. Dharma pursuant to the terms of the Joint Venture Agreement among the shareholders, such interests shall be conveyed to Buyer, and Buyer shall be required to deliver promptly to either Sellers or such shareholders, as applicable, the consideration for the purchase of such interests. (c) Any adjustments required pursuant to this Section 3.8 shall be considered an adjustment to the Purchase Price. Any payments required shall be wired to the appropriate entity within seven business days of receipt of applicable wire transfer instructions." 9. The Agreement is hereby amended by inserting a new Section 3.9 as follows: "3.9 ADJUSTMENT TO PURCHASE PRICE IN LOCAL AGREEMENTS. The adjustment to the purchase price set forth in any agreement with respect to a transfer of Assets by an Asset Transferor Entity to Buyer or its Affiliate, a transfer of Shares by a Share Transferor Entity to Buyer or its Affiliate, or a transfer of a Joint Venture Interest by an Affiliate of Sellers to an Affiliate of Buyer shall (except with respect to the allocation thereof) have no effect on, and shall be subject to, the adjustment to the Purchase Price to be made pursuant to Section 3.6 of the Agreement." 10. Section 6.1 of the Disclosure Schedule shall be amended by adding the language set forth on Annex I to this First Amendment. Buyer hereby agrees (i) to pay all out-of-pocket costs related to the formation of any new companies and all transfer taxes, fees, duties (excluding income and net worth taxes) and other out-of-pocket costs related to the changes and actions set forth on Items A, C and D of Annex I (including, without limitation, the cost of company liquidations), but only to the extent that such costs exceed the costs that would have been incurred had such changes and actions not occurred, and (ii) that any breach of any representation, warranty or covenant of Sellers contained in the Agreement occurring as a result of such actions or changes shall be deemed not to have occurred and shall not entitle Buyer to any right, remedy or recourse against Sellers or their Affiliates in respect thereto. Sellers hereby agree that (x) the obligations set forth in subsection (i), above, shall apply vice versa to Sellers with respect to Item E of Annex I. 11. The Agreement is hereby amended by deleting Section 6.3(a) thereof in its entirety and substituting in lieu thereof the following: "(a)(i) Prior to the first anniversary of the Closing, Cyanamid shall change its corporate name and shall omit therefrom the word "Cyanamid" (it being understood and agreed by the parties that, during the period prior to which Cyanamid has changed its name in such manner, Cyanamid shall not, except as otherwise agreed by the parties, publicly use such name to engage in any commercial activity in the marketplace); (ii) following the Closing, after consulting with Sellers and taking into account each party's intellectual property registration and other permit issues, Buyer may, upon not less than 45 days' written notice (or longer if required by Applicable Laws), require that any specified Seller or Affiliate of Sellers change its corporate name to delete any reference or confusingly similar resemblance, in whole or in part, to "Cyanamid" or "Cy"; and (iii) prior to Closing, Sellers shall be permitted to change the corporate name of any of the Companies to delete any reference to "AHP", "American Home Products", "Fort Dodge", "Wyeth", "Lederle" or any similar names." 12. The Agreement is hereby amended by inserting the following language at the end of Section 7.5(a)(iv): "Notwithstanding the foregoing, Buyer shall pay any such Taxes as set forth in Section 10 of the First Amendment to the extent related to the transactions described in Items A, C and D of Annex I of the First Amendment and Sellers shall pay any such Taxes as set forth in Section 10 of the First Amendment to the extent related to the transactions described in Item E of Annex I of the First Amendment." 13. The Agreement is hereby amended by inserting the following language at the end of Section 7.5(e): "In the case of XXXXXXXX XXXXXXXXXXXXXXX XXX and XXXXXXXX XXXX XXXXXXXXXXX, if and to the extent that the XXXXXX Income Tax owed in the Straddle Period is lower than the XXXXXX Income Tax caused by the sale of the intangible assets described in Item A of Annex I attached to the First Amendment, Buyer will pay 100% of such difference in Tax irrespective of whether this reduction is caused by any action outside the ordinary course of business by the Buyer; however, in the event that either XXXXXXX XXXXXXXXXXXXXXX XXX or XXXXXXXX XXXXXXXXX XXXXXX, incurs a Tax loss (other than from the sale of intangibles) in the pre-Closing Straddle Period, Buyer shall reimburse Seller for the Taxes that would be paid on the net income (including from the sale of intangibles) earned during the pre-Closing Straddle Period for such Company." 14. The Agreement is hereby amended by inserting a new Section 7.5(h) as follows: "(h) Any additional Tax assessed by the XXXXXX Tax Authorities on the sale of intangible assets by either XXXXXXXX XXXXXXXXXXXXXXX XXX or XXXXXXXX XXXXXXXX shall be paid by Buyer." 15. The Agreement is hereby amended by inserting a new Section 7.13 as follows: "SECTION 7.13. COLLECTION OF ACCOUNTS RECEIVABLE. Sellers agree that if, after the Closing Date (or the date of a Delayed Closing, if applicable), Sellers or any Asset Transferor Entity receive any cash payments made by customers relating to accounts receivable included in the Closing Statement, such cash payments will be remitted promptly to a bank account designated by Buyer or its designee without offset or deduction, except to the extent otherwise required by Applicable Laws." 16. The Agreement is hereby amended by inserting a new Section 7.14 as follows: "SECTION 7.14. CERTAIN PENSION LIABILITIES. Seller covenants and guarantees that the calculation of the pension liabilities recorded on the books of XXXXXXXX XXXXX XXXXXXXXXXXXX as of the Closing Date will be in accordance with the Statement of Financial Accounting Standards No. 87 using the Projected Unit Credit Method. For the FAS calculation, the actuarial assumptions to be used will be consistent with the assumptions described in the report of Towers Perrin as of November 30, 1999. 17. With respect to product liability matters, the Agreement is hereby amended as follows: (i) by deleting Section 11.1(a)(iv) in its entirety and substituting in lieu thereof the following: "product liability litigation (which shall be deemed to include, without limitation, the litigation identified by asterisks in Annex II to this First Amendment (the "Scheduled PL Litigation") and any other litigation alleging crop damage, lack of efficacy or inadequate efficacy, drift damage, yield reduction, carry-over damage, personal injury and property damage) with respect to products of the Business shipped prior to the Closing Date ("the Product Liability Litigation");" (ii) by inserting the following language on the fourteenth line of Section 11.3 immediately preceding the sentence beginning with the word "Notwithstanding": "Notwithstanding anything to the contrary contained herein, with respect to each individual matter of Product Liability Litigation (other than Scheduled PL Litigation) for which indemnification may be sought under Section 11.1(a)(iv)(a "PL Matter")(it being understood and agreed that an Aggrieved Party shall be entitled to recover all Costs arising out of or related to all Scheduled PL Litigation without regard to any limitations set forth in this Section 11.3): (a) notice under Section 11.2 hereof need not be given prior to the commencement of such PL Matter (it being understood and agreed that any PL Matter commenced against Sellers or their Affiliates will, for purposes solely of triggering the obligation to comply with the notice provisions hereof and for no other purpose whatsoever, be deemed upon notice to Buyer to have been commenced against Buyer); (b) if such PL Matter is not pled as a class action, an Aggrieved Party shall not be entitled to recover any Costs related thereto unless and until either: (x) the amount of such Costs suffered by the Aggrieved Party shall exceed XXXXXXXX XXXXXXXXXXXXXXXXXXXXXXX XXXXXXXX, at which time the indemnification provided under Section 11.1(a)(iv) shall apply to all such Costs in excess of XXXXXXXX XXXXXXXXXXXXXX XXXXXXXXXXXXXXXXX; or (y) the Aggrieved Party shall have incurred aggregate Costs, not recoverable by the Aggrieved Party as a result of the limitation in subsection (x) above, of XXXXXXXXXX XXXXXXXXXXXXXX XXXXXXXX relating to any and all PL Matters (other than PL Matters that are pled as class actions), at which time the Aggrieved Party shall be entitled to seek indemnification from Sellers for all such Costs in excess of XXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXX; and (c) if such PL Matter is pled as a class action, an Aggrieved Party shall not be entitled to recover any Costs related thereto unless and until either: (x) the amount of such Costs suffered by the Aggrieved Party shall exceed XXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXX, at which time the indemnification provided under Section 11.1(a)(iv) shall apply to all such Costs in excess of XXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXX; or (y) the Aggrieved Party shall have incurred aggregate Costs, not recoverable by the Aggrieved Party as a result of the limitation in subsection (x) above, of XXXXXXXXXX XXXXXXXXXXXXX XXXXXXXXXX relating to any and all PL Matters that are pled as a class action, at which time the Aggrieved Party shall be entitled to seek indemnification from Sellers for all such Costs in excess of XXXXXXXXXX XXXXXXXXXXXXXX XXXXXXXX." 18. The Agreement is hereby amended by deleting in its entirety clause (g) of subsection (xiv) on Exhibit B to the Agreement. 19. The Agreement is hereby amended by deleting the following words from the last sentence of Section 9.3(b)(ii): "from Manchester Fast Track Outplacement". 20. The Agreement is hereby amended by inserting a new Section 7.15 as follows: "7.15 PRINCETON LEASE AND OPTION (a) In connection with the transactions contemplated by this Agreement, the parties intend that, at Closing, Buyer's subsidiary, BASF Corporation, shall be assigned the interest of Crop Protection Division of Cyanamid in a Ground Lease Agreement with Cyanamid dated February 1, 2000 (as amended) ("Princeton Ground Lease"), which provides that the lessee may exercise an option to purchase the leased lands on terms set forth therein. (b) In the event that BASF Corporation later exercises the option to purchase the leased premises described in the Princeton Ground Lease, the parties agree that such premises shall, upon closing of such purchase, be deemed to have been Owned Real Property that, on the Closing Date, had been purchased by Buyer (through its subsidiary) for all purposes of this Agreement, including the indemnity provisions herein. 21. The Agreement is hereby amended by inserting a new Section 9.4(h) as follows: "(h) U.S. Employees shall remain covered as participants under the AHPC dependent care spending account plan and the AHPC dental and vision care spending account plan (the "AHPC Spending Account Plans") up to the Closing Date. U.S. Employees shall be eligible to enroll and become participants in the BASF dependent care spending account plan and the BASF medical spending account plan (the "BASF Spending Account Plans") as of the Closing Date. Eligible expenses incurred by a U.S. Employee prior to the Closing Date may be submitted for reimbursement under the AHPC Spending Account Plans for a period of 90 days following the Closing Date, after which the remaining balance in each plan account for each U.S. Employee shall be transferred to and assumed by BASF under the BASF Spending Account Plans; provided, however, that the balance in the AHPC Spending Account Plans of any U.S. Employee who does not elect to participate in the corresponding plan of the BASF Spending Account Plans shall be retained by AHPC and the affected U.S. Employees shall be eligible to continue participation in the AHPC dental and vision care spending account plan by electing COBRA coverage." 22. Section 11.1(h) of the Agreement is hereby amended by deleting the words "Sellers and their Affiliates" from the fourth line thereof and substituting in their place the words "XXXXX XXXXXXXXX XXXXXXX XXXXXXX and its Affiliates." 23. Section 3.2(f) of the Agreement is hereby amended by inserting on the third line after the words "Assumed Liabilities" the following parenthetical: "(it being understood by the parties that, to the extent any of the terms or provisions of such instruments of assumption and other certificates, instruments or documents violate or are in any manner inconsistent with any of the terms or conditions of the Agreement, the terms or conditions of the Agreement shall govern, apply and take precedence in all respects over such violative or inconsistent terms or conditions)". 24. The Agreement is hereby amended by inserting the following language in each of Section 3.3(f) of the Agreement, on the fourth line after the words "its Affiliates" and in Section 3.3(h) at the end thereof, the following parenthetical: "(it being understood by the parties that, to the extent any of the terms or provisions of such bills of sale, deeds or other instruments of sale and conveyance violate or are in any manner inconsistent with any of the terms or conditions of the Agreement, the terms or conditions of the Agreement shall govern, apply and take precedence in all respects over such violative or inconsistent terms or conditions)". 25. The Agreement is hereby amended by inserting a new Section 9.3(b)(iii) as follows, and renumbering the current Sections 9.3(b)(iii), (iv) and (v) as Sections 9.3(b)(iv), (v) and (vi), respectively: "(iii) Buyer hereby agrees to expressly assume and perform, through its designated Affiliate(s), AHP's duties and obligations as the "Plan Sponsor" and "Administrator" (as the foregoing terms are defined in ERISA) for the Statement of Policy on Separation Benefits Following a change in control of the Agricultural Products Business of American Home Products Corporation (the "Statement of Policy on Separation") with respect to all benefits described in the Statement of Policy on Separation, effective as of the Closing Date with respect to U.S. Employees; provided, however, that with respect to the "Other Benefits" set forth in Section III and "AHPC Stock Options" set forth in Section IV of the Statement of Policy on Separation, Buyer shall not assume AHP's duties and obligations and AHP shall continue to serve as Administrator and Plan Sponsor of the employee benefit plans set forth in Section III and shall continue to have complete responsibility and authority with respect to the administration of its stock option program." 26. Section 1.72 of the Agreement is hereby amended by deleting therefrom the words: "the related agreements" and substituting therefor the words: "the agreements concluded pursuant to such Framework Agreement, including, without limitation, the agreements". 27. The Agreement is hereby amended by inserting the following language at the end of Section 3.6(a): "For purposes of clarity, the adjustment in the pension accrual recorded on the books of XXXXXXXX XXXXXXXXXXXXXXXXXXX relating to active employees of XXXXXXXXXXXXXXXXXXXXXXX based on the actuarial valuation as of November 30, 1999 will be accounted for in such a manner as to not impact the adjustment to the Purchase Price provided for in Section 3.6(a) of the Agreement." 28. The Agreement is hereby amended by deleting the dollar amount which is defined as Base Net Asset Value in Section 3.6(a) thereof and substituting in its place the amount of XXXXXXXXXXXXXX XXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX which amount shall constitute the Base Net Asset Value as such term is used in the Agreement. 29. Buyer hereby confirms that the Tier I Agreements and the Tier II Agreements referred to in Section 9.1(h) of the Agreement are Assumed Contracts and that Buyer, directly or through an Affiliate, hereby expressly assumes and agrees to perform, without reimbursement, offset or other compensation from Sellers and their Affiliates, the duties and obligations of the Sellers under each such agreement, including, without limitation, the obligations under Section 4(iv)(D) thereof. 30. This First Amendment shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of New York. 31. The parties hereto agree that the U.S. District Court for the Southern District of New York shall have exclusive jurisdiction over any dispute or controversy arising out of or in relation to this First Amendment and any judgment, determination, arbitration award, finding or conclusion reached or rendered in any other jurisdiction shall be null and void between the parties hereto. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. 32. This First Amendment may be executed in one or more counterparts which together shall constitute a single agreement. If any provisions of this First Amendment shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire First Amendment. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this First Amendment shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly. 33. This First Amendment constitutes an amendment to the Agreement pursuant to Section 12.4 of the Agreement. Except as expressly amended by this First Amendment, each and every provision of the Agreement remains in full force and effect in accordance with the terms thereof and, by reference, the terms and provisions of the Agreement are incorporated herein and made a part hereof. IN WITNESS WHEREOF, the First Amendment has been signed by each of the parties hereto as of the date provided above. AMERICAN CYANAMID COMPANY By: /s/ Thomas M. Nee Name: Thomas M. Nee Title: Vice President AMERICAN HOME PRODUCTS CORPORATION By: /s/ John B. Adams Name: John B. Adams Title: Vice President BASF AKTIENGESELLSCHAFT By: /s/ Thomas Becker Name: Thomas Becker Title: Director, Legal BASF AKTIENGESELLSCHAFT By: /s/ Wolfgang Paulus Name: Wolfgang Paulus Title: Director, Finance EX-99.1 3 0003.txt FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Lowell Weiner Thomas Cavanagh (973) 660-5013 (973) 660-5706 AMERICAN HOME PRODUCTS CORPORATION ANNOUNCES THE SALE OF ITS CYANAMID AGRICULTURAL PRODUCTS BUSINESS TO BASF Madison, N.J., March 21, 2000 - American Home Products Corporation (NYSE:AHP) announced today that a definitive agreement has been signed with BASF Aktiengesellschaft for the sale of AHP's Cyanamid Agricultural Products business. Under the agreement with BASF, which is subject to certain customary conditions, BASF will pay to American Home Products $3.8 billion in cash, and will assume certain debt. In a separate transaction, AHP is selling certain products to an unrelated party for $28 million. - more - - 2 - "Since the 1994 acquisition of Cyanamid, the Agricultural Products division has made significant contributions to AHP," said John R. Stafford, Chairman, President and Chief Executive Officer. "However," he added, "the sale of Cyanamid reflects AHP's strategy to focus on our pharmaceutical, biopharmaceutical, consumer health care and animal health products businesses." Morgan Stanley acted as AHP's financial adviser. American Home Products Corporation is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a global leader in vaccines, biotechnology, agricultural products, and animal health care. The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties including, without limitation, risks associated with the inherent uncertainty of pharmaceutical research, product development and commercialization, the impact of competitive products, and patent, and other risks and uncertainties, including those - more - - 3 - detailed from time to time in AHP's periodic reports, including quarterly reports on Form 10-Q and the annual report on Form 10-K, filed with the Securities and Exchange Commission. Actual results may differ from forward-looking statements. ###### EX-99.2 4 0004.txt FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Lowell Weiner Thomas Cavanagh American Home Products American Home Products (973) 660-5013 (973) 660-5706 AMERICAN HOME PRODUCTS CORPORATION ANNOUNCES THE COMPLETION OF THE SALE OF ITS CYANAMID AGRICULTURAL PRODUCTS BUSINESS TO BASF Madison, N.J., June 30, 2000 -- American Home Products Corporation (NYSE: AHP) announced today that it has completed the previously announced sale of its Cyanamid Agricultural Products business to BASF Aktiengesellschaft except in certain countries where regulatory clearances are pending. Under the agreement, AHP received $3.8 billion in cash from BASF and certain debt was also assumed by BASF. Morgan Stanley Dean Witter acted as AHP's financial advisor. American Home Products Corporation is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, -more- -2- manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a global leader in vaccines, biotechnology and animal health care. ###### -----END PRIVACY-ENHANCED MESSAGE-----