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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 14
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
PAGE 1 OF PAGES
THE EXHIBIT INDEX IS LOCATED ON PAGE
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CUSIP No. 025 321 100 14D-1
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: 91,378,923 (INCLUDING APPROXIMATELY 3,770,535 SHARES SUBJECT
TO GUARANTEE OF DELIVERY)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.6%
10 TYPE OF REPORTING PERSON
CO
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CUSIP No. 025 321 14D-1
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 ITEMS 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: 91,378,923
(INCLUDING APPROXIMATELY 3,770,535 SHARES SUBJECT TO GUARANTEE
OF DELIVERY)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.6%
10 TYPE OF REPORTING PERSON
CO
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This Amendment No. 14 (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:
At 8:00 p.m., New York City time, on Monday, November 21, 1994, the Offer
expired. Based on information provided by the Depositary, a total of 91,368,923
Shares (or approximately 99.6% 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. The Purchaser has
accepted for payment, and has notified the Depositary to promptly pay for, the
tendered and accepted Shares at the purchase price of $101 per Share in cash.
Pursuant to the Merger Agreement, a Special Meeting of Shareholders of the
Company is expected to be held as promptly as practicable, at which the
shareholders of the Company will consider and vote upon the Merger Agreement and
the transactions contemplated thereby (the "Merger Proposal"). The Purchaser and
the Parent intend to vote all Shares held by them in favor of the Merger
Proposal. It is anticipated that the Merger will be consummated shortly after
the Special Meeting of Shareholders, as a result of which the Company will
become a wholly owned subsidiary of the Parent and each outstanding Share (other
than Shares held in the treasury of the Company, Shares owned by the Parent, the
Purchaser or any other direct or indirect subsidiary of the Parent or of the
Company, Dissenting Shares and Section 910 Shares (as such terms are defined in
the Merger Agreement)) shall be cancelled, extinguished and converted into the
right to receive $101 per Share in cash, without interest, less any applicable
withholding taxes.
The consummation of the Offer was publicly announced in a press release
issued by the Parent on November 22, 1994, a copy of which is filed as Exhibit
11(a)(28) hereto and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
11(a)(28) Press release issued by the Parent on November 22, 1994.
2
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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: November 22, 1994
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11(a)(28) Press release issued by the Parent on November 22, 1994...............
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EXHIBIT 11(a)(28)
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 SUCCESSFULLY COMPLETES
CASH TENDER OFFER AND ACQUIRES APPROXIMATELY 99.6% OF THE SHARES
OF AMERICAN CYANAMID
Madison, N.J., November 22, 1994 -- American Home Products
Corporation (NYSE: AHP) today announced that its cash offer for
all outstanding shares of common stock of American Cyanamid
Company (NYSE: ACY) expired, as scheduled, at 8:00 p.m., New York
City time, on Monday, November 21, 1994. AHP, through its
subsidiary making the offer, has accepted for purchase all shares
validly tendered and not properly withdrawn prior to expiration
of the offer.
Based on a preliminary estimate, as of the expiration of the
offer, approximately 91,368,923 shares of Cyanamid were tendered
(including approximately 3,770,535 shares subject to guarantee of
delivery) and accepted for payment at a price of $101 per share.
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The acceptance of these shares in the tender offer results
in AHP's ownership of approximately 99.6% of Cyanamid's
outstanding common stock.
In the second step of the acquisition, Cyanamid will be
merged with a subsidiary of AHP and each Cyanamid share not
previously purchased in the tender offer will be converted into
the right to receive $101 in cash. The merger will be completed
as soon as practicable.
This acquisition creates one of the world's premier health
care and agricultural products companies, a $13 billion company
that ranks among the top three companies in the world in sales of
pharmaceuticals and health care products and sixth in sales of
agricultural products.
The acquisition significantly broadens AHP's product
diversity and geographic reach. AHP now operates in 145
countries and ranks third in the world in sales of prescription
drugs and first in sales of non-prescription medications. In the
United States, AHP now ranks first in sales of vitamins and
vaccines and is also a leader in generic pharmaceuticals,
biotechnology, agricultural products, animal health care and food
products.
John R. Stafford, Chairman, President and Chief Executive
Officer of American Home Products said, "The acquisition
advances AHP's commitment to our strategic plan of expanding our
global markets and competitive positions, and increasing our
research and development in our health care business. The
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benefits of the acquisition include strengthening key
international markets, expanding our research and development
efforts, which will now include Cyanamid's oncology, central
nervous system, anti-infective/antiviral and immunoinflammatory
agents, and providing diversification by adding Cyanamid's
dynamic agricultural chemical business. The combined company's
annual investment of more than $1 billion in research and
development underscores a deep commitment to the discovery of new
cost-effective health products, targeted to areas of major
illness where the need is critical and the quality of life can be
improved for millions of people worldwide."
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