-----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, IHjvRFtxV46A9f1Cs+VzG7KIX9gba0tqasPGAlu3m4qvaBcKa5YUVfqykgwoX4by QWXZU6tRm1cLWQg6NWYCGA== 0000950152-99-009548.txt : 19991208 0000950152-99-009548.hdr.sgml : 19991208 ACCESSION NUMBER: 0000950152-99-009548 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991207 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/A SEC ACT: SEC FILE NUMBER: 005-57177 FILM NUMBER: 99770246 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/A 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/A 1 AMWAY JAPAN LIMITED/N.A.J. CO., LTD. 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-3/A RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) AMENDMENT NO. 3 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 7 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 N.A.J. Co., Ltd., a joint stock corporation ("kabushiki kaisha") organized under the laws of Japan ("Purchaser"), hereby amends and supplements, as set forth in this Amendment No. 3, its Transaction Statement on Schedule 13E-3, filed on November 18, 1999 and amended on November 26, 1999 and November 30, 1999 (as amended, the "Schedule 13E-3"), relating to the offer by Purchaser to purchase all outstanding shares of the Common Stock, no par value (the "Common Stock"), and American Depositary Shares, each representing one-half of one share of Common Stock, that are beneficially owned by shareholders of Amway Japan Limited, a joint stock corporation ("kabushiki kaisha") organized under the laws of Japan. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 14D-1 of Purchaser filed with the Securities and Exchange Commission on November 18, 1999, as amended by Amendment No. 1 on November 26, 1999, by Amendment No. 2 on November 30, 1999 and by Amendment No. 3 on December 7, 1999. 2 3 ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. The information in Item 17 is hereby amended by adding the following exhibit: (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 and amended on November 26, 1999, November 30, 1999 and December 7, 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).**
3 4 (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).** (24) Form of Letter to AJL Shareholders from AJL, dated November 1999 (incorporated herein by reference to Exhibit (a)(24) of the Schedule 14D-1).** (25) Form of Letter to AJL Shareholders from Purchaser, dated November 1999 (incorporated herein by reference to Exhibit (a)(25) of the Schedule 14D-1).** (26) Form of Question and Answer Memorandum to Distributors, dated December 2, 1999 (incorporated herein by reference to Exhibit (a)(26) of the Schedule 14D-1). (27) Form of English translation of the Public Notice, dated December 7, 1999 (incorporated herein by reference to Exhibit (a)(27) of the Schedule 14D-1). (28) Form of English translation of Japanese Tender Offer Registration Statement, amended on December 7, 1999 (incorporated herein by reference to Exhibit (a)(28) 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).**
** Previously filed as exhibits to the Transaction Statement on Schedule 13E-3 filed by Purchaser on November 18, 1999 and amended on November 26, 1999 and November 30, 1999. 4 5 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: December 7, 1999 N.A.J. CO., LTD. By: /s/ LAWRENCE M. CALL ------------------------------------ Name: Lawrence M. Call Title: Attorney-in-Fact 5 6 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 and amended on November 26, 1999, November 30, 1999 and December 7, 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
EXHIBIT NO. DESCRIPTION - ----------- ----------- (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).** (24) Form of Letter to AJL Shareholders from AJL, dated November 1999 (incorporated by reference to Exhibit (a)(24) of the Schedule 14D-1).** (25) Form of Letter to AJL Shareholders from Purchaser, dated November 1999 (incorporated herein by reference to Exhibit (a)(25) of the Schedule 14D-1).** (26) Form of Question and Answer Memorandum to Distributors, dated December 2, 1999 (incorporated herein by reference to Exhibit (a)(26) of the Schedule 14D-1). (27) Form of English translation of the Public Notice, dated December 7, 1999 (incorporated herein by reference to Exhibit (a)(27) of the Schedule 14D-1). (28) Form of English translation of Japanese Tender Offer Registration Statement, amended on December 7, 1999 (incorporated herein by reference to Exhibit (a)(28) 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).**
** Previously filed as exhibits to the Transaction Statement on Schedule 13E-3 filed by Purchaser on November 18, 1999 and amended on November 26, 1999 and November 30, 1999. 7 -----END PRIVACY-ENHANCED MESSAGE-----