SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 17, 1994
AMERICAN CYANAMID COMPANY
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(Exact name of registrant as specified in its charter)
MAINE
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(State or other jurisdiction of incorporation)
1-3426 13-0430890
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Commission File Number (IRS Employer
Identification No.)
One Cynamid Plaza, Wayne, NJ 07470
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(Address of principal executive offices) (Zip Code)
201-831-2000
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Registrant's Telephone Number
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ITEM 5. Other Events.
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On August 17, 1994, American Cyanamid Company (the
"Company") and American Home Products Corporation ("AHP") entered
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into a definitive agreement (as the same may be amended from time
to time, the "Merger Agreement") providing for the acquisition by
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AHP of the issued and outstanding shares of common stock, par value
$5.00 per share (the "Shares"), including the associated Rights (as
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defined below), of the Company at $101.00 per share in cash.
Pursuant to the Merger Agreement, AC Acquisition Corp., a wholly
owned subsidiary of AHP, will amend its outstanding tender offer (the
"Offer") for all Shares as soon as practicable and in any event
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within five business days after August 17, 1994 and the Offer
will be followed by a Merger in which any remaining Shares (other
than common stock held by shareholders who have perfected any
appraisal rights available under Maine law) will be converted
into the right to receive $101.00 per Share in cash or any higher
price per Share that may be paid in the Offer. The joint press
release of the Company and AHP is filed as Exhibit 20.1 hereto
and incorporated herein by reference.
On August 17, 1994, the Board of Directors of the Company
adopted an amendment of the Rights Agreement (the "Rights
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Agreement") dated as of March 10, 1986 between the Company and
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Mellon Bank, N.A., as Successor Rights Agent. Capitalized
terms used below and not defined have the respective meanings set
forth in the Rights Agreement. The amendment provides as
follows:
(i) Section 1(a) of the Rights Agreement is amended to
provide that no person who acquires beneficial
ownership of 20% or more of the Shares then issued and
outstanding, pursuant to a cash tender offer for all of
the Shares then issued and outstanding, at a price of
at least $101.00 per Share shall be deemed an Acquiring
Person.
(ii) Section 3(a) of the Rights Agreement is amended to
provide that the Distribution Date shall be the earlier
of (i) the close of business on the tenth day after the
Stock Acquisition Date or (ii) the close of business on
any day, as determined by the Board, acting in its sole
discretion, following the tenth business day after the
date that a tender or exchange offer to purchase at
least 30% of the Shares is commenced by any Person
(other than the Company, any Subsidiary of the Company,
any employee benefits plan of the Company or of any
Subsidiary of the Company, or any Person or entity
organized, appointed, or established by the Company for
or pursuant to the terms of any such plan).
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(iii) Section 11(a)(ii)(B) of the Rights Agreement is
amended to provide that in the event any Person
(other than the Company, any Subsidiary of the
Company, any employee benefits plan of the Company
or of any Subsidiary of the Company, or any Person
or entity organized, appointed, or established by
the Company for or pursuant to the terms of any
such plan), alone or together with its Affiliates
and Associates, shall become the Beneficial Owner
of 20% or more of the Shares then issued and
outstanding, other than pursuant to any
transaction set forth in Section 13(a) thereof,
provisions shall be made so that each holder of a
Right (except as provided in the Section 7(e) and
elsewhere in the Rights Agreement) shall
thereafter have the right to receive upon exercise
of the Right, two shares of Common Stock (or in
certain circumstances a combination of cash, other
property, Common Stock and/or other securities) at
25% of the then per share market price of the
Common Stock.
(iv) Section 34 of the Rights Agreement is added to the
Rights Agreement to provide that notwithstanding any
provision of Section 13 or any other provision of the
Rights Agreement to the contrary, if any Person
consummates a cash tender offer for at least $101.00
per Share and then consummates a Merger whereby the
remaining shares of Common Stock are converted into the
right to receive $101.00 or any higher amount paid for
Shares under the tender offer, the Rights shall in no
event and under no circumstances be exercisable and no
supplemental agreement pursuant to Section 13 shall be
required in connection with a Second Step Merger.
The full text of the amendment to the Rights Agreement
is filed as Exhibit 4.1 hereto, and the foregoing summary is
qualified in its entirety by reference to such Exhibit.
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ITEM 7. Financial Statements and Exhibits
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Exhibits
4.1 Amendment Agreement dated as of August 17, 1994, between
American Cyanamid Company and The Chase Manhattan Bank, N.A.
as Rights Agent.
20.1 Press Release dated August 17, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: August 18, 1994
AMERICAN CYANAMID COMPANY
By: /s/ A.C. Brennan
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Alice C. Brennan
Secretary
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EXHIBIT INDEX
Number Description Page Number
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4.1 Amendment Agreement dated as of August 17, 1994
between American Cynamid Company and Mellon
Bank, N.A. 6
20 Press Release 11
EXHIBIT 4.1
AMENDMENT AGREEMENT
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Amendment Agreement, dated as of August 17, 1994,
between American Cyanamid Company, a Maine corporation (the
"Company"), and Mellon Bank, N.A., (the "Rights Agent").
WHEREAS, the Company and The Chase Manhattan Bank, N.A.
("Chase"), the predecessor of the Rights Agent, have heretofore
executed and entered into a Rights Agreement, dated as of March
10, 1986 (the "Rights Agreement"), setting forth the terms of
Preferred Stock Purchase Rights of the Company (the "Rights");
WHEREAS, such Rights Agreement has been amended by
Amendment Agreements dated as of April 29, 1986 and April 21,
1987;
WHEREAS, by a Letter Agreement dated March 2, 1992,
pursuant to the provisions of Section 21 of the Rights Agreement,
the Company appointed the Rights Agent to succeed Chase as the
Rights Agent under the Rights Agreement;
WHEREAS, the Company and the Rights Agent may from time
to time supplement or amend the Rights Agreement pursuant to the
provisions of Section 26 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this
Amendment Agreement a valid, legal and binding instrument of the
Company and the Rights Agent have been duly done, performed and
fulfilled, and the execution and delivery hereof by each of the
Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent, respectively:
NOW, THEREFORE, the Company and the Rights Agent hereby
agree as follows:
1. Pursuant to Section 26 of the Rights Agreement,
Sections 1(a), 3(a), 11(a)(ii)(B) and 34 of the Rights Agreement
are hereby modified and amended to read in their entirety as set
forth in Exhibit A hereto.
2. This Amendment Agreement may be executed in any
number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same
instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in
the Rights Agreement.
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3. In all respects not inconsistent with the terms and
provisions of this Amendment Agreement, the Rights Agreement is
hereby ratified and confirmed. In executing and delivering this
Amendment Agreement, the Rights Agent shall be entitled to all of
the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be fully executed and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
AMERICAN CYANAMID COMPANY
By: /s/ J. S. McAuliffe
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Name: Joseph S. McAuliffe
Title: Vice President and
General Counsel
By: /s/ A. C. Brennan
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Name: Alice C. Brennan
Title: Secretary
MELLON BANK, N.A.
By: /s/ Paul H. Buchbaum
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Name: Paul H. Buchbaum
Title: Senior Vice President
By: /s/ John F. Keegan
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Name: John F. Keegan
Title: Vice President
<PAGE>
EXHIBIT A
SECTION 1(a)
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(a) "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
Affiliates (as such term is hereinafter defined) and Associates
(as such term is hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 20%
or more of the shares of Common Stock then outstanding, but shall
not include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the
Company, any person or entity organized, appointed or established
by the Company for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, no Person who acquires beneficial
ownership of 20% or more of the shares of Common Stock then
outstanding, pursuant to a cash tender offer for all of the
shares of Common Stock then outstanding, at a price of at least
$101.00 per share of Common Stock shall be deemed an Acquiring
Person.
SECTION 3(a)
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(a) Until the earlier of (i) the close of business on the tenth
day after the Stock Acquisition Date (or if the tenth day
following the Stock Acquisition Date occurs before the Record
Date, the close of business on the Record Date) or (ii) the close
of business on any day, as determined by the Board, acting in its
sole discretion following the tenth business day after the date
that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan
of the Company or of any Subsidiary of the Company, or any person
or entity organized, appointed or established by the Company for
or pursuant to the terms of any such plan) is first published or
sent or given within the meaning of Rule 14e-2(a) of the General
Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the beneficial owner
of 30% or more of the shares of Common Stock then outstanding,
(the earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject
to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the
holders of the Common Stock (which certificates for the Common
Stock shall be deemed also to be certificates for Rights) and not
be separate certificates, and (y) the Rights will be transferable
only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company). As soon as
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practicable after the Distribution Date, the Rights Agent will
send by first class postage prepaid mail, to each record holder
of the Common Stock as of the close of business on the
Distribution Date, at the address of such holder shown on the
records of the Company, one or more Rights certificates, in
substantially the form of Exhibit B hereto (the "Right
Certificates"), evidencing one Right for each share of Common
Stock so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of
Common Stock has been made pursuant to Section 11(p) hereof, at
the time of distribution of the Right Certificates, the Company
shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Right Certificates
representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. As of and after
the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.
SECTION 11(a)(ii)(B)
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(B) any Person (other than the Company, any Subsidiary of the
Company, any employee benefits plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized,
appointed, or established by the Company for or pursuant to the
terms of any such plan), alone or together with its Affiliates
and Associates, shall become the Beneficial Owner of 20% or more
of the shares of Common Stock then outstanding, other than
pursuant to any transaction set forth in Section 13(a) hereof, or
SECTION 34. Second Step Merger.
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Notwithstanding any provision of Section 13 or any
other provision of this Rights Agreement to the contrary, (a)
following consummation by any Person of a cash tender offer for
all of the shares of Common Stock then outstanding at a price of
at least $101.00 per share, the Rights shall not be exercisable
upon the subsequent consummation of, or in connection with, a
merger of the Company with such Person or any of its Affiliates
in which the shares of Common Stock then outstanding (other than
shares of Common Stock owned by such Person or its Affiliates and
shares of Common Stock the holders of which are seeking appraisal
pursuant to Section 909 or 910 of the Maine Business Corporation
Act) are to be converted into an amount in cash per share
of Common Stock that is no less than the amount received by
holders of shares of Common Stock in the cash tender offer
referred to above (a "Second Step Merger"); (b) from the effective
time of a Second Step Merger through the Final Expiration Date,
the Rights shall in no event and under no circumstances be
exercisable; and (c) no supplemental agreement pursuant to
Section 13 shall be required in connection with a Second Step
Merger.
CONTACTS:
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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
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REACH MERGER AGREEMENT AT $101 PER SHARE
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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
<PAGE>
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'
<PAGE>
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.
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