-----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, VGYEJ7rpMlbRb+n5WigW2pm6kPEipz51xIqVZlUfUzUnrKTuIu241JwzmTXnU/8M FIcSnVO8VoB5hDAqKBNlOw== 0000950152-99-009269.txt : 19991119 0000950152-99-009269.hdr.sgml : 19991119 ACCESSION NUMBER: 0000950152-99-009269 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMWAY JAPAN LTD CENTRAL INDEX KEY: 0000922624 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: SEC FILE NUMBER: 005-57177 FILM NUMBER: 99760546 BUSINESS ADDRESS: STREET 1: ARCO TOWER STREET 2: 8-1 SHIMOMEGURO 1 CHOME CITY: MEGURO-KU TOKYO JAPA STATE: M0 BUSINESS PHONE: 8135434848 MAIL ADDRESS: STREET 1: ARCO TOWER STREET 2: 8-1 SHIMOMEGURO 1 CHOME CITY: MEGURO KU TOKYO STATE: M0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NAJ CO LTD CENTRAL INDEX KEY: 0001099148 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13E3 BUSINESS ADDRESS: STREET 1: 7-1 UDAGAWA CHO STREET 2: SHIBUYA-KU CITY: TOKYO JAPAN 150-0042 BUSINESS PHONE: 6167876000 MAIL ADDRESS: STREET 1: 7-1 UDAGAWA CHO STREET 2: SHIBUYA-KU CITY: TOKYO JAPAN SC 13E3 1 AMWAY JAPAN LIMITED/N.A.J. CO., LTD. SC 13E3 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) NIHON AMWAY KABUSHIKI KAISHA (Exact name of Issuer as Specified in Charter) AMWAY JAPAN LIMITED (Translation of Issuer's Name in English) N.A.J. CO., LTD. (Names of Persons Filing Statement) COMMON STOCK, NO PAR VALUE AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE-HALF OF ONE SHARE OF COMMON STOCK, EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (Title of Class of Securities) 03 234 J 10 0 (CUSIP Number of ADSs) ------------------------ CRAIG N. MEURLIN, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL AMWAY CORPORATION 7575 FULTON STREET EAST ADA, MICHIGAN 49355 (616) 787-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) COPY TO: THOMAS C. DANIELS, ESQ. JONES, DAY, REAVIS & POGUE NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114 (216) 586-3939 ------------------------ This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) [sec. 240.13e-3(c)] under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] ------------------------ CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ TRANSACTION VALUATION AMOUNT OF FILING FEE - ------------------------------------------------------------------------------------------------------------ $486,477,721.00 $97,294.00
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $97,294.00 FILING PARTY: N.A.J., CO. LTD. FORM OR REGISTRATION NO: SCHEDULE 14D-1 DATE FILED: NOVEMBER 18, 1999
Page 1 of 10 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Tender Offer Statement on Schedule 13E-3 (this "Schedule 13E-3") relates to a tender offer by N.A.J. Co., Ltd., a joint stock corporation ("kabushiki kaisha") organized under the laws of Japan ("Purchaser"), to purchase all the outstanding shares of the Common Stock, no par value (the "Common Stock"), and American Depositary Shares (the "ADSs" and, together with the Common Stock, the "Shares"), each representing one-half of one share of Common Stock, that are beneficially owned by shareholders (the "Shareholders") of Amway Japan Limited, a joint stock corporation ("kabushiki kaisha") organized under the laws of Japan ("AJL"). The Offer is being made pursuant to the Tender Offer Agreement (the "Agreement"), dated November 15, 1999, among Purchaser, AJL and ALAP Hold Co., Ltd., a limited partnership organized under the laws of Nevada ("ALAP"). ALAP is the parent of Purchaser and an entity controlled and beneficially owned by the principal shareholders of AJL, along with certain corporations, trusts, foundations and other entities established by or for the benefit of the principal shareholders and their respective families. The purchase price for each share of Common Stock will be (Yen)1,490 in cash (the "Common Stock Purchase Price"). The Agreement provides for Purchaser first to conduct the Offer and, after consummation of the Offer, Purchaser and AJL have agreed to take all steps required by law or as may be necessary or advisable to effect a merger (the "Merger") of AJL with and into Purchaser, with Purchaser as the surviving corporation. The purchase price for each ADS purchased in the Offer will be (Yen)745 in cash (the "ADS Purchase Price" and, together with the Common Stock Purchase Price, the "Purchase Price"), which is equal to one-half of the Common Stock Purchase Price (because each ADS represents one-half of one Share). The ADS Purchase Price will be payable in and converted into U.S. dollars using the noon buying rate in New York City for cable transfers of yen announced for customs purposes by the Federal Reserve Bank of New York on the date of settlement of the Offer in Japan (the "Common Stock Settlement Date"), which is presently anticipated to be not later than six trading days after the expiration of the Offer in Japan (or, if necessary for administrative convenience, on the business day next preceding the Common Stock Settlement Date). The ADSs are evidenced by American Depositary Receipts ("ADRs"). There will be deducted from the Purchase Price paid to each holder any U.S. backup withholding and Japanese income taxes which may be required to be withheld. The Offer is for all Shares of AJL or any lesser number of Shares tendered and not withdrawn. With respect to the Common Stock, the Offer will expire in Japan, unless extended, on December 17,1999, and, with respect to the ADSs, it will expire outside of Japan, unless extended, at 12:00 midnight, New York City time, on December 17, 1999. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 18, 1999 (the "Offer to Purchase"), and in a related Letter of Transmittal (the "Letter of Transmittal," which, together with the Offer to Purchase, constitutes the Offer). Copies of the Offer to Purchase and the related Letter of Transmittal are filed as Exhibits (d)(1) and (d)(2), respectively, hereto. The following Cross Reference Sheet, prepared pursuant to General Instruction F to Schedule 13E-3, shows the location in the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), filed by Purchaser with the Securities and Exchange Commission (the "Commission") on the date hereof, of the information required to be included in this Schedule 13E-3. The information set forth in the Schedule 14D-1, including all exhibits thereto, is hereby expressly incorporated herein by reference as set forth in the Cross Reference Sheet and the responses in this Schedule 13E-3, and such responses are qualified in their entirety by reference to the information contained in the Offer to Purchase and the Schedules and Annexes thereto. 2 3 CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 WHERE IN SCHEDULE 14D-1 ---------------------- ----------------------- Item 1(a) - (c)............................................. Item 1 (a) - (c) Item 1(d)................................................... * Item 1(e)................................................... ** Item 1(f)................................................... ** Item 2...................................................... Item 2 Item 3...................................................... Item 3 Item 4(a)................................................... * Item 4(b)................................................... * Item 5(a) - (f)............................................. Item 5 Item 5(g)................................................... * Item 6(a)................................................... Item 4(a) - (b) Item 6(b)................................................... * Item 6(c)................................................... Item 4(a) - (b) Item 6(d)................................................... ** Item 7(a)................................................... Item 5 Item 7(b) - (d)............................................. * Item 8...................................................... * Item 9...................................................... * Item 10(a) - (b)............................................ Item 6 Item 11..................................................... Item 7 Item 12..................................................... * Item 13(a).................................................. * Item 13(b) - (c)............................................ ** Item 14(a) - (b)............................................ * Item 15(a).................................................. ** Item 15(b).................................................. Item 8 Item 16..................................................... Item 10(f) Item 17..................................................... Item 11
- --------------- * The Item is located in the Schedule 13E-3 only. ** The Item is inapplicable or the answer thereto is in the negative. 3 4 ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) - (c) The response to Item 1(a) - (c) of the Schedule 14D-1 is incorporated herein by reference. (d) The information set forth in "The Offer - Market Information; Exchange Rates; Dividends and Dividend Policy" in the Offer to Purchase is incorporated herein by reference. (e) - (f) Not applicable. ITEM 2. IDENTITY AND BACKGROUND. (a) - (g) This statement is being filed by Purchaser. The response to Item 2 of the Schedule 14D-1 is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS, OR NEGOTIATIONS. (a) - (b) The response to Item 3 of the Schedule 14D-1 is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth on the cover page of the Offer to Purchase and in "Introduction," "The Offer - Number of Shares; Expiration and Extension of Offer," "The Offer - Procedure for Tendering Shares," "The Offer - Withdrawal Rights," "The Offer - Acceptance for Payment of Shares and Payment of Purchase Price," "The Offer - Market Information; Exchange Rates; Dividends and Dividend Policy," "The Offer - Certain Legal Matters; Regulatory Approvals," "The Offer- Extension of Offer; Termination; Amendments," "The Offer - Fees and Expenses" and "The Offer - Miscellaneous" in the Offer to Purchase is incorporated herein by reference. (b) Not applicable. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a) - (e) The response to Item 5(a) - (e) of the Schedule 14D-1 is incorporated herein by reference. (f) The response to Item 5(g) of the Schedule 14D-1 is incorporated herein by reference. (g) Not applicable. ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. (a) The response to Item 4(a) - (b) of the Schedule 14D-1 is incorporated herein by reference. (b) The information set forth in "The Offer - Fees and Expenses" in the Offer to Purchase is incorporated herein by reference. (c) The response to Item 4(a) - (b) of the Schedule 14D-1 is incorporated herein by reference. (d) Not applicable. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS. (a) The response to Item 5 of the Schedule 14D-1 is incorporated herein by reference. (b) The information set forth in "Special Factors - Background of the Offer; Recommendation of the Disinterested Directors" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Introduction," "Special Factors - Background of the Offer; Recommendation of the Disinterested Directors; Reasons for the Recommendation; Opinion of the Financial Advisor to the Disinterested Directors," "Special Factors - The Offer, Related Transactions; Agreement," and "Special Factors - Purpose of the Offer; Related Transactions" in the Offer to Purchase is incorporated herein by reference. 4 5 (d) The information set forth in "The Offer - Certain Effects of the Offer," "The Offer - U.S. Federal Income Tax Consequences" and "The Offer- Japanese Tax Consequences" in the Offer to Purchase is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) - (e) The information set forth in "Introduction," "Special Factors - Background of the Offer; Recommendation of the Disinterested Directors; Reasons for the Recommendation; Opinion of the Financial Advisor to the Disinterested Directors" and "The Offer - Position of Purchaser Regarding Fairness of the Offer" in the Offer to Purchase is incorporated herein by reference. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a) - (c) The information set forth in "Special Factors - Background of the Offer; Recommendation of the Disinterested Directors; Reasons for the Recommendation; Opinion of the Financial Advisor to the Disinterested Directors," "The Offer - Opinion of the Financial Advisor" and in Schedule II to the Offer to Purchase is incorporated herein by reference. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The response to Item 6 of the Schedule 14D-1 is incorporated herein by reference. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. The response to Item 7 and Item 10 of the Schedule 14D-1 is incorporated herein by reference. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) The information set forth in "Introduction" and "The Offer - Interests of Certain Persons" in the Offer to Purchase is incorporated herein by reference. (b) The information set forth in "Introduction" and "Special Factors - Background of the Offer; Recommendation of the Disinterested Directors; Reasons for the Recommendation; Opinion of the Financial Advisor to the Disinterested Directors," in the Offer to Purchase is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a)-(c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) The information set forth in "The Offer - Certain Information Regarding AJL" and Schedule III to the Offer to Purchase is incorporated herein by reference. (b) Not applicable. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) Not applicable. (b) The response to Item 8 of the Schedule 14D-1 is incorporated herein by reference. 5 6 ITEM 16. ADDITIONAL INFORMATION. The response to Item 10(f) of the Schedule 14D-1 is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) (1) Form of Senior Bank Financing Commitment Letter among Purchaser, ALAP, Apple Hold Co., L.P., New AAP Limited, Amway Corporation and Morgan Guaranty Trust Company of New York, Tokyo Branch, dated November 15, 1999 (incorporated herein by reference to Exhibit (b)(1) of the Schedule 14D-1 of N.A.J. Co., Ltd. filed with the Commission on November 18, 1999 (the "Schedule 14D-1")). (2) Form of Term Sheet Regarding Credit Facility (incorporated herein by reference to Exhibit (b)(2) of the Schedule 14D-1). (b) Fairness Opinion of Goldman, Sachs & Co., dated November 15, 1999. (c) (1) Form of Tender Offer Agreement, dated November 15, 1999 by and among AJL, Purchaser and ALAP (incorporated herein by reference to Exhibit (c)(1) of the Schedule 14D-1). (2) Form of Shareholder and Voting Agreement, by and among ALAP, Purchaser and Certain Shareholders of AJL, dated as of November 15, 1999 (incorporated herein by reference to Exhibit (c)(2) of the Schedule 14D-1). (3) Form of English translation of Memorandum Regarding Merger between Purchaser and AJL, dated November 15, 1999 (incorporated herein by reference to Exhibit (c)(3) of the Schedule 14D-1). (d) (1) Form of Offer to Purchase, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(1) of the Schedule 14D-1). (2) Form of Letter of Transmittal (incorporated herein by reference to Exhibit (a)(2) of the Schedule 14D-1). (3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(3) of the Schedule 14D-1). (4) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(4) of the Schedule 14D-1). (5) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to Exhibit (a)(5) of the Schedule 14D-1). (6) Form of Letter to AJL's Holders of Common Stock and ADSs (incorporated herein by reference to Exhibit (a)(6) of the Schedule 14D-1). (7) Form of Press Release "Amway Japan's Principal Shareholders to Commence Tender Offer for Outstanding Public Shares" issued by AJL and the Principal Shareholders on November 15, 1999 (incorporated herein by reference to Exhibit (a)(7) of the Schedule 14D-1). (8) Form of English translation of Additional Information to the Press Release on November 15, 1999 (incorporated herein by reference to Exhibit (a)(8) of the Schedule 14D-1). (9) Form of English translation of Notice of Approval of Tender Offer, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(9) of the Schedule 14D-1). (10) Form of English translation of Announcement of Approval of Tender Offer, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(10) of the Schedule 14D-1). (11) Form of English translation of Announcement of Merger, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(11) of the Schedule 14D-1). (12) Form of Statement for AJL Distributors, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(12) of the Schedule 14D-1).
6 7 (13) Form of Statement for AJL Employees on Electronic Bulletin Board, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(13) of the Schedule 14D-1). (14) Form of Communications to Amway Distributors, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(14) of the Schedule 14D-1). (15) Form of Tender Offer Announcement to Amway Management and Employees, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(15) of the Schedule 14D-1). (16) Form of Memorandum to Diamonds Direct Distributors, dated November 16, 1999 (incorporated herein by reference to Exhibit (a)(16) of the Schedule 14D-1). (17) Form of Press Release "Amway Japan's Principal Shareholders Commence Tender Offer For Outstanding Public Shares" issued by AJL and the Public Shareholders on November 18, 1999 (incorporated herein by reference to Exhibit (a)(17) of the Schedule 14D-1). (18) Form of English translation of Report of Announcement of Opinion, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(18) of the Schedule 14D-1). (19) Form of English translation of the Public Notice, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(19) of the Schedule 14D-1). (20) Form of Summary Advertisement published on November 18, 1999 (incorporated herein by reference to Exhibit (a)(20) of the Schedule 14D-1). (21) Form of English translations of Japanese Tender Offer Explanatory Statement and Tender Offer Application Form, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(21) of the Schedule 14D-1). (22) Form of Trustee Direction Form from the 401(k) Trustee (incorporated herein by reference to Exhibit (a)(22) of the Schedule 14D-1). (23) Form of Letter to Participants of the 401(k) Plan (incorporated herein by reference to Exhibit (a)(23) of the Schedule 14D-1). (e) Not applicable. (f) Not applicable. (g) Consent of Deloitte Touche Tohmatsu (incorporated herein by reference to Exhibit (g) of the Schedule 14D-1). (h) Power of Attorney for Purchaser (incorporated herein by reference to Exhibit (h) of the Schedule 14D-1).
7 8 SIGNATURES 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. Dated: November 18, 1999 N.A.J. CO., LTD. By: /s/ LAWRENCE M. CALL ------------------------------------ Name: Lawrence M. Call Title: Attorney-in-Fact 8 9 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a) (1) Form of Senior Bank Financing Commitment Letter among Purchaser, ALAP, Apple Hold Co., L.P., New AAP Limited, Amway Corporation and Morgan Guaranty Trust Company of New York, Tokyo Branch, dated November 15, 1999 (incorporated herein by reference to Exhibit (b)(1) of the Schedule 14D-1 of N.A.J. Co., Ltd. filed with the Commission on November 18, 1999 (the "Schedule 14D-1")). (2) Form of Term Sheet Regarding Credit Facility (incorporated herein by reference to Exhibit (b)(2) of the Schedule 14D-1). (b) Fairness Opinion of Goldman, Sachs & Co., dated November 15, 1999. (c) (1) Form of Tender Offer Agreement, dated November 15, 1999 by and among AJL, Purchaser and ALAP (incorporated herein by reference to Exhibit (c)(1) of the Schedule 14D-1). (2) Form of Shareholder and Voting Agreement, by and among ALAP, Purchaser and Certain Shareholders of AJL, dated as of November 15, 1999 (incorporated herein by reference to Exhibit (c)(2) of the Schedule 14D-1). (3) Form of English translation of Memorandum Regarding Merger between Purchaser and AJL, dated November 15, 1999 (incorporated herein by reference to Exhibit (c)(3) of the Schedule 14D-1). (d) (1) Form of Offer to Purchase, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(1) of the Schedule 14D-1). (2) Form of Letter of Transmittal (incorporated herein by reference to Exhibit (a)(2) of the Schedule 14D-1). (3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(3) of the Schedule 14D-1). (4) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit (a)(4) of the Schedule 14D-1). (5) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to Exhibit (a)(5) of the Schedule 14D-1). (6) Form of Letter to AJL's Holders of Common Stock and ADSs (incorporated herein by reference to Exhibit (a)(6) of the Schedule 14D-1). (7) Form of Press Release "Amway Japan's Principal Shareholders to Commence Tender Offer for Outstanding Public Shares" issued by AJL and the Principal Shareholders on November 15, 1999 (incorporated herein by reference to Exhibit (a)(7) of the Schedule 14D-1). (8) Form of English translation of Additional Information to the Press Release on November 15, 1999 (incorporated herein by reference to Exhibit (a)(8) of the Schedule 14D-1). (9) Form of English translation of Notice of Approval of Tender Offer, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(9) of the Schedule 14D-1). (10) Form of English translation of Announcement of Approval of Tender Offer, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(10) of the Schedule 14D-1). (11) Form of English translation of Announcement of Merger, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(11) of the Schedule 14D-1). (12) Form of Statement for AJL Distributors, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(12) of the Schedule 14D-1). (13) Form of Statement for AJL Employees on Electronic Bulletin Board, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(13) of the Schedule 14D-1).
9 10
EXHIBIT NO. DESCRIPTION - ----------- ----------- (14) Form of Communications to Amway Distributors, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(14) of the Schedule 14D-1). (15) Form of Tender Offer Announcement to Amway Management and Employees, dated November 15, 1999 (incorporated herein by reference to Exhibit (a)(15) of the Schedule 14D-1). (16) Form of Memorandum to Diamonds Direct Distributors, dated November 16, 1999 (incorporated herein by reference to Exhibit (a)(16) of the Schedule 14D-1). (17) Form of Press Release "Amway Japan's Principal Shareholders Commence Tender Offer For Outstanding Public Shares" issued by AJL and the Public Shareholders on November 18, 1999 (incorporated herein by reference to Exhibit (a)(17) of the Schedule 14D-1). (18) Form of English translation of Report of Announcement of Opinion, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(18) of the Schedule 14D-1). (19) Form of English translation of the Public Notice, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(19) of the Schedule 14D-1). (20) Form of Summary Advertisement published on November 18, 1999 (incorporated herein by reference to Exhibit (a)(20) of the Schedule 14D-1). (21) Form of English translations of Japanese Tender Offer Explanatory Statement and Tender Offer Application Form, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(21) of the Schedule 14D-1). (22) Form of Trustee Direction Form from the 401(k) Trustee (incorporated herein by reference to Exhibit (a)(22) of the Schedule 14D-1). (23) Form of Letter to Participants of the 401(k) Plan (incorporated herein by reference to Exhibit (a)(23) of the Schedule 14D-1). (e) Not applicable. (f) Not applicable. (g) Consent of Deloitte Touche Tohmatsu (incorporated herein by reference to Exhibit (g) of the Schedule 14D-1). (h) Power of Attorney for Purchaser (incorporated herein by reference to Exhibit (h) of the Schedule 14D-1).
10 EX-99.B 2 EXHIBIT (B) 1 Exhibit (b) Goldman, Sachs & Co. | 85 Broad Street | New York, New York 10004 Tel: 212-902-1000 GOLDMAN SACHS LOGO FAIRNESS OPINION OF THE AJL FINANCIAL ADVISOR PERSONAL AND CONFIDENTIAL November 15, 1999 Disinterested Directors of the Board of Directors Amway Japan Limited 7-1, Udagawacho, Shibuya-ku Tokyo 150-0042, Japan Gentlemen: You have requested our opinion as to the fairness from a financial point of view to the holders (other than the Controlling Shareholders (as defined below)) of the outstanding shares of Common Stock, no par value (the "Company Common Stock"), of Amway Japan Limited (the "Company"), and the outstanding American Depositary Shares, each representing one-half of one share of Company Common Stock (the "ADSs" and, together with the Company Common Stock, the "Shares"), of the applicable Offer Price (as defined below) to be received by such holders in cash in the Tender Offer (as defined below) pursuant to the Tender Offer Agreement, dated as of November 15, 1999, between ALAP Hold Co., Ltd. ("ALAP"), N.A.J. Co., Ltd. ("Buyer") and the Company (the "Agreement"). The Agreement provides for a tender offer (the "Tender Offer") for all of the Shares, other than Shares owned by the DeVos and Van Andel families and their affiliates (the "Controlling Shareholders"), pursuant to which Buyer will pay (a) for each share of Company Common Stock tendered, Y 1,490 (the "Company Common Stock Offer Price") and (b) for each ADS tendered, a yen price equal to one-half of the Company Common Stock Offer Price (the "ADS Offer Price" and, together with the Company Common Stock Offer Price, the "Offer Price"). The Agreement further provides that payment of the ADS Offer Price will be made in U.S. dollars, using the noon buying rate in New York City for cable transfers of yen announced for customs purposes by the Federal Reserve Bank of New York on the date of settlement of the Tender Offer in Japan. Buyer is an entity controlled and beneficially owned directly and indirectly by the Controlling Shareholders of the Company, who currently beneficially own 76.6% of the Shares in the aggregate. The Agreement provides that, following the Tender Offer, it is the intention of the Controlling Shareholders, ALAP and Buyer to take all steps necessary to effect a merger (the "Merger") of the Company with and into Buyer, with Buyer as the surviving entity, subject to the negotiation of a definitive agreement providing for the Merger and approval of the Merger by the shareholders of the Company and shareholders of Buyer. We understand that the terms of the Merger have not yet been determined. As a consequence, you have not asked us to evaluate, and we are not expressing any opinion as to, the Merger (or any transactions other than the Tender Offer), or as to the prices at which any outstanding Shares may trade subsequent to the Tender Offer. Goldman, Sachs & Co., as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. We are familiar with the Company having acted as financial advisor to the Disinterested Directors of the Board of Directors in connection with, and having participated in certain of the negotiations leading to, the Agreement. Goldman, Sachs & Co. also provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may 2 Disinterested Directors of the Board of Directors Amway Japan Limited November 15, 1999 Page Two from time to time effect transactions and hold securities, including derivative securities, of the Company for its own account and for the accounts of customers. In connection with this opinion, we have reviewed, among other things, the Agreement; Annual Reports to Stockholders and Annual Reports on Form 20-F of the Company for the five fiscal years ended August 31, 1998; certain interim reports to stockholders and Quarterly Reports on Form 6-K of the company; certain other communications from the Company to its stockholders; and certain internal financial analyses and forecasts for the Company prepared by its management. We also have held discussions with members of the senior management of the Company regarding its past and current business operations, financial condition and future prospects. In addition, we have reviewed the reported price and trading activity for the Shares, compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations and performed such other studies and analyses as we considered appropriate. We have relied upon the accuracy and completeness of all of the financial and other information reviewed by us and have assumed such accuracy and completeness for purposes of rendering this opinion. In that regard, we have assumed with your consent that the internal financial forecasts prepared by the management of the Company have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company. In addition, we have not made an independent evaluation or appraisal of the assets and liabilities of the Company or any of its subsidiaries and we have not been furnished with any such evaluation or appraisal. We note that the Controlling Shareholders own a majority of the Shares, and that the Controlling Shareholders have represented to Goldman Sachs and the Disinterested Directors of the Board of Directors of the Company that the Controlling Shareholders will not sell their Shares to any third party. Accordingly, we were not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of or other business combination with the Company. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Disinterested Directors of the Board of Directors of the Company in connection with their consideration of the transaction contemplated by the Agreement and such opinion does not constitute a recommendation as to whether or not any holder of Shares should tender such Shares in connection with such transaction. Based upon and subject to the foregoing and based upon such other matters as we consider relevant, it is our opinion that as of the date hereof the applicable Offer Price in cash to be received by the holders of Shares (other than the Controlling Shareholders) who tender their Shares in the Tender Offer is fair from a financial point of view to such holders. Very truly yours, /s/ Goldman, Sachs & Co. GOLDMAN, SACHS & CO. -----END PRIVACY-ENHANCED MESSAGE-----