-----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, jnweOHQrbxGr8EL8q25e+74s6CLl+9PVYVFSJGyX5OJadHPiXgtnZ7RisYSP53ao zIDfR01coz1+a2YxUn5WkA== 0000950112-94-002894.txt : 19941116 0000950112-94-002894.hdr.sgml : 19941116 ACCESSION NUMBER: 0000950112-94-002894 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941114 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: 94559404 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. 12 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. 12 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 November 10, 1994, the Parent issued a press release, the full text of which is set forth in Exhibit 11(a)(27) 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. 12 to the Schedule 14D-1 is incorporated herein by reference. Item 11. MATERIAL TO BE FILED AS EXHIBITS. 11(a)(27) Press release issued by the Parent on November 10, 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 14, 1994 3 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - ------------ ---------------------------------------------------------------------- -------- 11(a)(27) Press release issued by the Parent on November 10, 1994...............
4 EX-11.(A)(27) 2 EXHIBIT 11(a)(27) 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 ANNOUNCES AGREEMENT WITH FEDERAL TRADE COMMISSION AND TENDER OFFER EXTENSION Madison, N.J., November 10, 1994 -- American Home Products Corporation (NYSE: AHP) today announced that it has entered into an agreement with the Federal Trade Commission in connection with AHP's pending tender offer for shares of American Cyanamid Company (NYSE: ACY) common stock. The agreement with the FTC, which contains a consent order, requires AHP, among other things, to divest AHP's diphtheria and tetanus vaccines (1993 sales of $9.6 million) and to license American Cyanamid's rotavirus vaccine research program. The consent order will become final upon approval by the FTC after a required 60 day period for public comment. AHP also announced that it has agreed to sell its tetanus and diphtheria vaccine products, in accordance with the consent order and subject to FTC approval, to Chiron Corporation (NASDAQ: CHIR), on behalf of Chiron's vaccine joint ventures with Ciba-Geigy Limited, including Biocine S.p.A. Under the agreement, AHP will manufacture and supply the vaccines for a limited period until Chiron or Biocine begins its own manufacturing. Other terms were not disclosed. AHP further announced that it has extended the period during which the tender offer will remain open to 8:00 p.m., New York City time, on Monday, November 21, 1994, and expects to consummate the tender offer at such time, subject to the terms thereof. As of the close of business on November 9, 1994, approximately 56.3 million shares of Cyanamid common stock (representing approximately 62% of the outstanding shares) had been validly tendered in connection with the offer and not properly withdrawn. ###### -----END PRIVACY-ENHANCED MESSAGE-----