UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 21, 1994
AMERICAN CYANAMID COMPANY
(Exact name of registrant as specified in charter)
Commission file number 1-3426
MAINE 13-0430890
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
ONE CYANAMID PLAZA, WAYNE, NJ 07470
(Address of principal executive offices)
(201) 831-2000
(Registrant's telephone number, including area code)
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Items 1 and 2. Change in Control of Registrant; Acquisition
or Disposition of Assets.
On November 21, 1994, American Home Products Corporation
("AHP") completed its previously announced tender offer (the
"Offer") for all the outstanding shares of common stock of American
Cyanamid Company ("Cyanamid") pursuant to the provisions of the
Agreement and Plan of Merger dated August 17, 1994, as amended (the
"Merger Agreement") among AHP, AC Acquisition Corp., an indirect
wholly-owned subsidiary of AHP, and Cyanamid.
89,559,795 shares of common stock (or 97.6% of the voting
securities of Cyanamid) were purchased by AC Acquisition Corp. in
the Offer and the remaining common stock will be acquired in a
merger (the "Merger") pursuant to the Merger Agreement as soon as
practicable. The aggregate amount paid, and to be paid, to acquire
all of the Cyanamid shares at $101 per share pursuant to the Offer
and the Merger (together, the "Acquisition") and to pay related
fees and expenses is approximately $9.6 billion (including
approximately $220.9 million to be paid for shares to be acquired
by operation of the Merger) and is being initially financed through
the sale by AHP and certain of its subsidiaries of short-term
privately placed notes and with the Company's general corporate
funds. AHP has in place a $7.0 billion, 364-day bank credit
facility and a $3.0 billion, 5 year bank credit facility. These
credit facilities are available to support AHP's privately placed
notes.
On November 22, 1994, as contemplated by the Merger Agreement,
nine out of eleven directors (including two directors who were also
officers of Cyanamid) of Cyanamid resigned. In turn, eight AHP
employees were elected to serve as directors of Cyanamid. Pursuant
to the Merger Agreement and prior to the date on which the filing
of the Articles of Merger by the Secretary of State of the State of
Maine and the filing of the Certificate of Merger with the
Secretary of State of the State of Delaware, any amendment of the
Merger Agreement or the Restated Articles of Incorporation or By-
Laws of Cyanamid, any termination of the Merger Agreement by
Cyanamid, any extension by Cyanamid of the time for the performance
of any of the obligations or other acts of AC Acquisition Corp. or
waiver of any of Cyanamid's rights hereunder, and any other consent
or action by the Board of Directors hereunder, requires the
concurrence of a majority (which shall be at least two) of the
directors of Cyanamid then in office who are neither designated by
AC Acquisition Corp. nor are employees of Cyanamid.
On November 22, 1994, all of the officers of Cyanamid (except
the Secretary) resigned. AHP employees were elected to serve as
officers of Cyanamid. On November 22, 1994, the percentage of
shares beneficially owned by all the directors and officers of
Cyanamid did not exceed one percent of the outstanding shares of
common stock.<PAGE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AMERICAN CYANAMID COMPANY
(Registrant)
By: A. C. Brennan
A. C. Brennan
Secretary
December 6, 1994
8-K.CNF
