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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
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. 6 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 September 13, 1994, the Parent issued a press release announcing that
it has extended the period during which the Offer will remain open to 12:00
Midnight, New York City time, on Monday, September 26, 1994. The full text of
the press release is set forth in Exhibit 11(a)(20) and is incorporated herein
by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 6 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
11(a)(20) Press release issued by the Parent on September 13, 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: September 13, 1994
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11(a)(20) Press release issued by the Parent on September 13, 1994..............
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FOR IMMEDIATE RELEASE
Media Contact: Investor Contact:
Louis V. Cafiero John R. Considine
(201) 660-5013 (201) 660-6429
Thomas G. Cavanagh
(201) 660-5706
AMERICAN HOME PRODUCTS EXTENDS TENDER OFFER
THROUGH SEPTEMBER 26, 1994
MADISON, NJ, SEPTEMBER 13, 1994 -- American Home Products
Corporation (NYSE: AHP) today announced that it has extended the
period during which its tender offer for shares of American Cyanamid
common stock will remain open to 12:00 Midnight, New York City time,
on Monday, September 26, 1994.
The extension has been made in order to permit AHP to continue
providing requested information to the Federal Trade Commission under
the previously announced request for additional information and to
allow additional time to complete the FTC's clearance process in
conjunction with the transaction. AHP has been engaged in on-going
discussions with the FTC and looks forward to resolving the clearance
process promptly and satisfactorily.
As of the close of business on September 12, 1994, approximately
31.6 million shares of Cyanamid common stock had been validly tendered
in connection with the offer.
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