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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9
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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This Amendment No. 9 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 October 14, 1994, the Parent issued a press release, the full text of
which is set forth in Exhibit 11(a)(24) 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. 9 to the
Schedule 14D-1 is incorporated herein by reference.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
11(a)(24) Press release issued by the Parent on October 14, 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: October 14, 1994
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11(a)(24) Press release issued by the Parent on October 14, 1994................
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EXHIBIT 11(A)(24)
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 Extends Delayed Take-Down
Agreement with FTC
Madison, NJ, October 14, 1994--American Home Products Corporation
(NYSE: AHP) today announced that it has, at the request of the staff of the
Federal Trade Commission, agreed to amend the previously announced Delayed
Take-Down Agreement in order to lengthen the period during which AHP is not
permitted, without FTC consent, to purchase shares of American Cyanamid
Company (NYSE: ACY) common stock in AHP's pending tender offer. Such
period will now continue until midnight on November 9, 1994.
AHP believes that meaningful progress has been made in its discussions
with the FTC staff toward a resolution of the FTC clearance process and
continues to look forward to such a resolution, although no assurance can be
given that a negotiated final resolution will be obtained. In light of the
amendment to the Delayed Take-Down Agreement, the expiration date of AHP's
tender offer will, in all likelihood, be extended beyond the currently
scheduled date of October 21, 1994. The period of such extension will be
determined based on information available to AHP at the time of such
extension. AHP is hopeful that the FTC clearance process will be completed
on or prior to November 9, 1994, although no assurance can be given that such
process will be completed by such time or that the tender offer period will
not be extended beyond such time.
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