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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 12
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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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.
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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
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EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(a)(27) Press release issued by the Parent on November 10, 1994...............
</TABLE>
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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.
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