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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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
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THE EXHIBIT INDEX IS LOCATED ON PAGE
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This Amendment No. 2 amends and supplements the Tender Offer Statement
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 (unless and
until the Purchaser declares that the Rights Condition as defined in the Offer
to Purchase referred to below is satisfied) the associated Preferred Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as
of March 10, 1986, as amended as of April 29, 1986 and as of April 21, 1987,
between the Company and Mellon Bank, N.A., as successor Rights Agent, at a
purchase price of $95.00 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 (the "Offer to Purchase"),
and in the related Letter of Transmittal. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On August 17, 1994, following negotiations between the Company and the
Parent on August 15, 16 and the morning of August 17, 1994, the Company and
the Parent issued a joint press release announcing the execution of an
Agreement and Plan of Merger. The full text of the press release is set forth
in Exhibit 11(a)(11) and is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Items 5(a)-(e) of the Schedule 14D-1 are hereby amended and supplemented
as follows:
The information provided in this Amendment No. 2 under Item 3 is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The information provided in this Amendment No. 2 under Item 3 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add
the following:
(a)(11) Joint press release issued by the Parent and the Company on
August 17, 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: August 17, 1994
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11(a)(11) Joint press release issued by the Parent and the Company on August 17, 1994................
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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
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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'
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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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