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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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. 5 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, between the Company and Mellon Bank, N.A., as
successor Rights Agent, at a purchase price of $101.00 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, as amended and supplemented on August 23, 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 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On August 25, 1994, the Company and the Parent issued a joint press release
announcing the receipt of a request by the FTC for additional information in
connection with the Parent's HSR Act filing. The full text of the press release
is set forth in Exhibit 11(a)(19) and 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:
11(a)(19) Joint press release issued by the Parent and the Company on
August 25, 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 25, 1994
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EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(a)(19) Joint press release issued by the Parent and the Company on
August 25, 1994 ...............................................
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CONTACTS:
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American Home Products American Cyanamid
Investor: Charlotte D. Cuff
John R. Considine (201) 831-2172
(201) 660-6429 Edwina G. Sanders
Media: (201) 831-2206
Louis V. Cafiero
(201) 660-5013
AMERICAN HOME PRODUCTS AND AMERICAN CYANAMID
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RECEIVE SECOND REQUEST FROM THE FEDERAL TRADE COMMISSION
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MADISON AND WAYNE, NJ, AUGUST 25, 1994 -- American Home
Products Corporation (NYSE: AHP) and American Cyanamid Company
(NYSE: ACY) today announced that the Federal Trade Commission has
requested additional information in connection with American
Home Products' Hart-Scott-Rodino filing relating to the previously
announced tender offer for shares of American Cyanamid common
stock. The companies intend to respond to the FTC request
promptly.
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