- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 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 15, 1994, the Parent issued a press release, the full text of
which is set forth in Exhibit (a)(10) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(10) Press Release issued by the Parent on August 15, 1994.
2
<PAGE>
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 15, 1994
3
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- --------- --------------------------------------------------------------------------------------------- ---------
<S> <C> <C>
(a)(10) Press Release issued by the Parent on August 15, 1994........................................
</TABLE>
4
FOR IMMEDIATE RELEASE:
Contact:
John R. Considine
(201) 660-6429
AMERICAN HOME PRODUCTS PREPARED TO PAY $100 PER SHARE IN FRIENDLY
TRANSACTION
Madison, N.J., August 15, 1994 -- American Home Products
Corporation (NYSE:AHP) announced today that it has proposed to
the American Cyanamid Company that it will pay $100 per share for
American Cyanamid if the Cyanamid Board agrees to the transaction
by the close of business on Tuesday, August 16. AHP indicated
that it would proceed with its pending tender offer at $95 per
share if American Cyanamid does not accept its proposal on
Tuesday.
The text of the letter from Mr. John R. Stafford, Chairman and
Chief Executive Officer of American Home Products Corporation, to
Mr. Albert J. Costello, Chairman and Chief Executive Officer of
American Cyanamid Company, is set forth below:
<PAGE>
August 15, 1994
VIA TELECOPIER
--------------
Mr. Albert J. Costello
Chairman and Chief Executive Officer
American Cyanamid Company
One Cyanamid Plaza
Wayne, New Jersey 07470
Dear Al:
I appreciated the opportunity to meet with you yesterday to
discuss our proposal to acquire American Cyanamid. I regret the
apparent misunderstanding concerning the terms of an agreement
which you would recommend to your Board. While we have always
believed that our $95 per share offer represented a full and fair
price, as I stated last night, we were willing to propose an
increase of that price to $100 on the basis of our belief that
such an increase would permit us to reach agreement and proceed
rapidly to conclude a transaction supported by both companies.
So that there can be no further misunderstanding, I would like to
clarify our position to you and your Board. Our Board of
Directors has today authorized me to advise you that we will pay
$100 per share, subject to the following conditions:
(i) the American Cyanamid Board of Directors accepts this
proposal by the close of business on Tuesday, August 16; and
(ii) a definitive merger agreement containing customary
provisions for a transaction of this nature is executed by
the close of business on Friday, August 19.
If our proposal is not accepted by your Board of Directors, we
will proceed with our pending tender offer at $95 per share.
We continue to believe that our acquisition of American Cyanamid
is in the best interests of the stockholders of both companies,
and we would look forward to your cooperation in proceeding
together to a speedy conclusion of the transaction.
I look forward to your response.
Sincerely,
Jack Stafford
#####
