-----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, Zl16YyC9UJyAgi9ewkr90lUfORXfCKVaunBiD9Iv/Pgh9d75Jc6XG8rYAG74dCXq Q+kN0TeHMgj7f4X4HxsDKA== 0000893750-94-000066.txt : 19941227 0000893750-94-000066.hdr.sgml : 19941227 ACCESSION NUMBER: 0000893750-94-000066 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941223 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CYANAMID CO CENTRAL INDEX KEY: 0000004829 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [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: 94566128 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: PHARMACEUTICAL PREPARATIONS [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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FINAL AMENDMENT 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) 02532110 (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 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: 89,559,795 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.6% 10 TYPE OF REPORTING PERSON CO CUSIP No. 025 321 100 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 ITEM 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: 89,559,795 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.6% 10 TYPE OF REPORTING PERSON CO This 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: Pursuant to the Offer, which expired at 8:00 p.m., New York City time, on Monday, November 21, 1994, the Purchaser ultimately acquired 89,559,795 Shares (or approximately 97.6% of the issued and outstanding Shares). Previous estimates of the results of the Offer had indicated that a total of 91,368,923 Shares (or approximately 96.6% 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. 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: December 23, 1994 SIMPSON THACHER & BARTLETT December 23, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: AC Acquisition Corp.: Final Amendment to Tender Offer Statement on Schedule 14D-1 Ladies and Gentlemen: On behalf of AC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of American Home Products Corporation, a Delaware corporation, and pursuant to Regulation S-T of the Securities and Exchange Commission (the "Commission"), included with this letter is a direct (modem) transmission submission of the Purchaser's Final Amendment to the Tender Offer Statement on Schedule 14D-1 (as amended, the "Statement"), including all exhibits thereto, relating to the tender offer by the Purchaser to purchase all of the outstanding shares of Common Stock, $5.00 par value per share, of American Cyanamid Company, a Maine corporation, and the associated Preferred Stock Purchase Rights. By copy of this letter, one copy of the Statement, including all exhibits, is being delivered to each of American Cyanamid Company at its principal executive office and the New York Stock Exchange, Inc. Please call Robert E. Spatt (at 212-455-2685) or Michael O. Wolfson (at 212-455-2945) of this office with any questions concerning this filing. Very truly yours, SIMPSON THACHER & BARTLETT cc: American Cyanamid Company New York Stock Exchange, Inc. -----END PRIVACY-ENHANCED MESSAGE-----