-----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, LsNSo5aw8GGqAoJP3XjtCGemVxgxuNoLeFNhZaMC+recVsg/w1u3NI4RNCnnafMP mUOMOVq1zGgHLDyb5cMUXA== 0000950112-94-002152.txt : 19940822 0000950112-94-002152.hdr.sgml : 19940822 ACCESSION NUMBER: 0000950112-94-002152 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940817 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: 94544780 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. 2 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. 2 amends and supplements the Tender Offer Statement 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 (unless and until the Purchaser declares that the Rights Condition as defined in the Offer to Purchase referred to below is satisfied) the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as of March 10, 1986, as amended as of April 29, 1986 and as of April 21, 1987, between the Company and Mellon Bank, N.A., as successor Rights Agent, at a purchase price of $95.00 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 (the "Offer to Purchase"), and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as follows: On August 17, 1994, following negotiations between the Company and the Parent on August 15, 16 and the morning of August 17, 1994, the Company and the Parent issued a joint press release announcing the execution of an Agreement and Plan of Merger. The full text of the press release is set forth in Exhibit 11(a)(11) and is incorporated herein by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Items 5(a)-(e) of the Schedule 14D-1 are hereby amended and supplemented as follows: The information provided in this Amendment No. 2 under Item 3 is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Amendment No. 2 under Item 3 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add the following: (a)(11) Joint press release issued by the Parent and the Company on August 17, 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: August 17, 1994 3 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- --------------------------------------------------------------------------------------------- --------- 11(a)(11) Joint press release issued by the Parent and the Company on August 17, 1994................
4 EX-99.11(A)(11) 2 CONTACTS: - --------- Investor: American Cyanamid: American Home Products: Charlotte D. Cuff John Considine (201) 831-2172 (201) 660-6429 Edwina G. Sanders (201) 831-2206 AMERICAN HOME PRODUCTS AND AMERICAN CYANAMID -------------------------------------------- REACH MERGER AGREEMENT AT $101 PER SHARE ---------------------------------------- MADISON AND WAYNE, NJ, AUGUST 17, 1994 -- American Home Products Corporation (NYSE: AHP) and American Cyanamid Company (NYSE: ACY) today announced that they have entered into a definitive merger agreement which provides for American Cyanamid stockholders to receive a price of $101 per share in cash for all outstanding shares of American Cyanamid. The total value of the transaction, on a fully diluted basis, is approximately $9.7 billion. The agreement has been approved by the Boards of Directors of both companies. The American Cyanamid Board has determined that the terms of the offer and merger are fair to, and in the best interests of, the Company and its stockholders and recommends that stockholders tender their American Cyanamid shares in American Home Products' tender offer. American Home Products will amend its existing tender offer to increase the price being offered to $101 per share. The amended tender offer is scheduled to expire at midnight, New York City time, on September 14, 1994, unless extended. Following completion of the tender offer, American Cyanamid will be merged with a subsidiary of American Home Products and each American Cyanamid share not previously purchased will be converted into the right to receive $101 net in cash. The American Home Products' amended tender offer will remain subject to the valid tender of shares representing a majority of the voting power of American Cyanamid, the expiration of waiting periods under applicable antitrust and competition laws, and other customary closing conditions. Under the merger agreement, American Cyanamid's preferred stock purchase rights will be redeemed at $.02 per right immediately prior to consummation of the tender offer. The merger price represents an increase of approximately $600 million over American Home Products' initial offer made on August 2, 1994, and a premium of 60 percent over American Cyanamid's share price on August 1, 1994. Following the merger, the combined companies will have annual revenues in excess of $12 billion, with a leading position in the pharmaceutical industry including vaccines, as well as significant franchises in consumer health care, agricultural products, food products, and medical supplies and diagnostic products. Albert J. Costello, Chairman and Chief Executive Officer of American Cyanamid said: "For the past eighteen months, we have been pursuing an aggressive strategic program to build value. The success of this program can be measured by the significant increase in our share price prior to the American Home Products offer. After a thorough analysis of American Home Products' increased offer, our Board concluded that a combination of the two companies would maximize value for our stockholders and lead to the creation of a highly competitive participant in our markets." John R. Stafford, Chairman, President and Chief Executive Officer of American Home Products, said: "We have been impressed with American Cyanamid's progress in carrying out its strategic program. The combination of our companies will result in a stronger company, better situated to compete in the rapidly evolving health care marketplace." "The combined new company will also benefit from a larger chemical research library and the diversification contributed by American Cyanamid's dynamic agricultural business. We are convinced that this transaction is in the best interests of the stockholders of American Home Products and American Cyanamid." American Home Products, with annual revenues of approximately $8.3 billion, is a research-based world leader in prescription drugs, medical supplies and diagnostic products, over-the-counter medicines and food products. American Cyanamid, with annual revenues of approximately $4.3 billion, is a research-based life sciences company which discovers and develops medical and agricultural products and manufactures and markets them in more than 135 countries. # # # -----END PRIVACY-ENHANCED MESSAGE-----