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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN CYANAMID COMPANY
(Name of Subject Company)
AMERICAN CYANAMID COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $5.00 PER SHARE,
INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,
PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
025321100
(CUSIP Number of Class of Securities)
JOSEPH S. MCAULIFFE, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AMERICAN CYANAMID COMPANY
ONE CYANAMID PLAZA
WAYNE, NEW JERSEY 07470
(201) 831-2000
COPY TO:
PETER D. LYONS, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated August 23, 1994, as amended, of American
Cyanamid Company, a Maine corporation (the "Company"), with respect to the
tender offer made by AC Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of American Home Products
Corporation, a Delaware corporation ("Parent"), to purchase all the outstanding
shares of Common Stock, par value $5.00 per share of the Company (the "Shares"),
including the associated rights (the "Rights") to purchase shares of Series A
Junior Participating Preferred Stock, par value $1.00 per share.
ITEM 3. IDENTITY AND BACKGROUND
The Company, the Purchaser and Parent have entered into a Clarifying
Amendment, dated as of September 22, 1994, intended to clarify the termination
provisions of the Merger Agreement among the Company, the Purchaser and Parent,
dated August 17, 1994. Item 3 is therefore amended and supplemented by replacing
the last sentence of the first paragraph under the heading "Termination" with
the following:
"Outside Date" means the latest (not to exceed 120 days following the
date of the Merger Agreement) of (A) 60 days following the date of the
Merger Agreement, (B) if a Request for Additional Information is made by the
Federal Trade Commission pursuant to the HSR Act, the date that all
conditions to the Offer, the satisfaction of which involve compliance with
or otherwise relate to any United States antitrust or competition laws or
regulations (including any enforcement thereof), have been satisfied for a
period of 10 business days, or (C) 10 business days following the conclusion
of any ongoing proceedings before the European Commission in connection with
its review of the transactions contemplated by the Merger Agreement or any
similar delay pursuant to any other material antitrust or competition law or
regulation.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended and supplemented by adding thereto after the heading
"Stockholder Litigation" the following:
On September 21, 1994, the Chancery Court denied plaintiffs' application
to enjoin the Offer and the Merger, finding that the plaintiffs had failed
to establish any of the elements required for issuance of a preliminary
injunction. The next day, the Company filed a press release, which is filed
as Exhibit 9 hereto and is incorporated by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 9--Press Release of the Company, dated September 22, 1994.
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SIGNATURE
After reasonable 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 CYANAMID COMPANY
By: /s/ JOSEPH S. MCAULIFFE
..................................
Name: Joseph S. McAuliffe
Title: Vice President and General
Counsel
Dated: September 23, 1994
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CYANAMID NEWS & INFORMATION
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PUBLIC AFFAIRS DIVISION CONTACT: CHARLOTTE D. CUFF
ONE CYANMID PLAZA (201)831-2172
WAYNE, NJ USA 07470-8426
FOR IMMEDIATE RELEASE
NEW JERSEY SUPERIOR COURT DENIES SHAREHOLDER APPLICATION
FOR A PRELIMINARY INJUNCTION--JUDGE FINDS NO BASIS
TO ENJOIN CLOSING OF AMERICAN HOME TENDER OFFER
Wayne, N.J.--September 22, 1994--American Cyanmid Company (NYSE:ACY)
Announced today that the New Jersey Superior Court yesterday denied an
application by twelve shareholder plaintiffs to enjoin the closing of American
Home Products Corporation's (NYSE:AHP) $101 per share tender offer. The
shareholder plaintiffs had also sought certain mandatory relief, including
reinstatement of the Company's "poison pill" shareholders rights plan to delay
consummation of American Home Products' tender offer and rescission of certain
features of the Company's merger agreement with American Home Products.
Judge Arthur C. Dwyer of the New Jersey Superior Court denied the
shareholder plaintiffs all of the relief sought, finding that the plaintiffs had
failed to establish any of the elements required for issuance of a preliminary
injunction. Finding the shareholder plaintiffs' claims to be, at best,
"speculative," "uncertain" and, in certain respects, "inconsistent," Judge Dwyer
declined to enjoin American Home Products' offer.
American Cyanamid is a research-based life sciences company which discovers
and develops medical and agricultural products and manufactures and markets them
in more than 135 countries.
