SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FINAL AMENDMENT
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)
02532110
(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>
CUSIP No. 025 321 100
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AC ACQUISITION CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Directly: 89,559,795
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.6%
10 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 025 321 100
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AMERICAN HOME PRODUCTS CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, WC AND OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Indirectly through various wholly owned subsidiaries: 89,559,795
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.6%
10 TYPE OF REPORTING PERSON
CO
<PAGE>
This Final Amendment 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 6. Interest in Securities of the Subject Company
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
Pursuant to the Offer, which expired at 8:00 p.m., New York City
time, on Monday, November 21, 1994, the Purchaser ultimately acquired
89,559,795 Shares (or approximately 97.6% of the issued and outstanding
Shares). Previous estimates of the results of the Offer had indicated that a
total of 91,368,923 Shares (or approximately 96.6% of the Shares outstanding)
(including approximately 3,770,535 Shares subject to guarantee of delivery)
were validly tendered and not properly withdrawn pursuant to the Offer.
<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: December 23, 1994
SIMPSON THACHER & BARTLETT
December 23, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AC Acquisition Corp.: Final Amendment to
Tender Offer Statement on Schedule 14D-1
Ladies and Gentlemen:
On behalf of AC Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of American Home Products
Corporation, a Delaware corporation, and pursuant to Regulation S-T of the
Securities and Exchange Commission (the "Commission"), included with this
letter is a direct (modem) transmission submission of the Purchaser's Final
Amendment to the Tender Offer Statement on Schedule 14D-1 (as amended, the
"Statement"), including all exhibits thereto, relating to the tender offer by
the Purchaser to purchase all of the outstanding shares of Common Stock, $5.00
par value per share, of American Cyanamid Company, a Maine corporation, and the
associated Preferred Stock Purchase Rights.
By copy of this letter, one copy of the Statement, including all
exhibits, is being delivered to each of American Cyanamid Company at its
principal executive office and the New York Stock Exchange, Inc. Please call
Robert E. Spatt (at 212-455-2685) or Michael O. Wolfson (at 212-455-2945) of
this office with any questions concerning this filing.
Very truly yours,
SIMPSON THACHER & BARTLETT
cc: American Cyanamid Company
New York Stock Exchange, Inc.
