- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
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)
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
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$9,724,692,282 $1,944,938.46
</TABLE>
* Based on the offer to purchase all of the outstanding shares of Common Stock
of the Subject Company at $101 cash per share and the number of Shares and of
options outstanding as disclosed by the Subject Company to the Bidder.
** 1/50 of 1% of Transaction Valuation. $1,814,088.60 was previously paid in
connection with the initial filing of the Schedule 14D-1 on August 10, 1994.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
PAGE 1 OF PAGES
THE EXHIBIT INDEX IS LOCATED ON PAGE
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<PAGE>
This Amendment No. 4 to Schedule 14D-1 amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission (the "SEC"), relating to a tender 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, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
August 10, 1994, as amended and supplemented by the Supplement thereto dated
August 23, 1994 (the "Supplement") (such Offer to Purchase and Supplement being
the "Offer to Purchase"), and in the related Letter of Transmittal (which
together constitute the "Offer").
ITEM 1. SECURITY AND SUBJECT COMPANY
Item 1 is hereby amended and supplemented as follows:
Paragraph 1(b)--Reference is hereby made to the information set forth
in the Introduction of the Supplement, which is incorporated herein by
reference in its entirety.
Paragraph 1(c)--Reference is hereby made to the information set forth
in Section 2 ("Price Range of Shares; Dividends") of the Supplement, which
is incorporated herein by reference in its entirety.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
Item 3 is hereby amended and supplemented as follows:
Paragraphs 3(a) and (b)--Reference is hereby made to the information
set forth in the Introduction, Section 5 ("Background of the Amended Offer;
Contacts with the Company"), Section 6 ("Plans for the Company"), Section 7
("Merger Agreement") and Section 8 ("Certain Conditions of the Offer") of
the Supplement, which is incorporated herein by reference in its entirety.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 is hereby amended and supplemented as follows:
Paragraph 4(a)--Reference is hereby made to the information set forth
in Section 9 ("Source and Amount of Funds") of the Supplement, which is
incorporated herein by reference in its entirety.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5 is hereby amended and supplemented as follows:
Paragraphs 5(a)-(g)--Reference is hereby made to the information set
forth in the Introduction, Section 1 ("Amended Terms of the Offer;
Expiration Date"), Section 5 ("Background of the Amended Offer; Contacts
with the Company"), Section 6 ("Plans for the Company") and Section 7
("Merger Agreement") of the Supplement, which is incorporated herein by
reference in its entirety.
2
<PAGE>
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
Item 9 is hereby amended and supplemented as follows:
Reference is hereby made to the information set forth in Section 4
("Certain Information Concerning the Parent") of the Supplement, which is
incorporated herein by reference in its entirety.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented as follows:
Paragraphs 10(b), (c) and (e)--Reference is hereby made to the
information set forth in Section 10 ("Certain Legal Matters and Regulatory
Approvals") of the Supplement, which is incorporated herein by reference in
its entirety.
Paragraph 10(f)--Reference is hereby made to the information set forth
in the Supplement, a copy of which is attached as Exhibit 11(a)(12) hereto
and is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
11(a)(12) Supplement to the Offer to Purchase dated August 23, 1994.
11(a)(13) Letter of Transmittal.
11(a)(14) Notice of Guaranteed Delivery.
11(a)(15) Letter from Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
11(a)(16) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
11(a)(17) Guidelines for Certificate of Taxpayer Identification Number on
Substitute Form W-9.
11(a)(18) Summary Advertisement as published on August 23, 1994.
3
<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: August 23, 1994
4
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- -------------- --------------------------------------------------------------------------------------- -------------
<S> <C> <C>
11(a)(12) Supplement to the Offer to Purchase dated August 23, 1994..............................
11(a)(13) Letter of Transmittal..................................................................
11(a)(14) Notice of Guaranteed Delivery..........................................................
11(a)(15) Letter from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees...............................................................................
11(a)(16) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees...............................................................................
11(a)(17) Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9....
11(a)(18) Summary Advertisement as published on August 23, 1994..................................
</TABLE>
5
SUPPLEMENT TO OFFER TO PURCHASE
AC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
AMERICAN HOME PRODUCTS CORPORATION
HAS AMENDED ITS TENDER OFFER TO INCREASE
THE CASH PURCHASE PRICE FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
AMERICAN CYANAMID COMPANY
TO
$101 NET PER SHARE
THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
SEPTEMBER 14, 1994, UNLESS FURTHER EXTENDED.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE MERGER DESCRIBED HEREIN ARE FAIR TO, AND IN THE BEST INTERESTS OF,
THE SHAREHOLDERS OF THE COMPANY, HAS APPROVED THE OFFER AND THE MERGER AND
RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THE
MINIMUM NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY WHICH, TOGETHER WITH ANY
SHARES OWNED BY THE PARENT AND THE PURCHASER, CONSTITUTES NOT LESS THAN A
MAJORITY OF THE VOTING POWER (DETERMINED ON A FULLY DILUTED BASIS), ON THE DATE
OF PURCHASE, OF ALL SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE
ELECTION OF DIRECTORS OR IN A MERGER. THE OFFER IS ALSO SUBJECT TO OTHER TERMS
AND CONDITIONS CONTAINED HEREIN. SEE THE INTRODUCTION AND SECTION 8 OF THIS
SUPPLEMENT.
THE OFFER, AS AMENDED, IS NOT CONDITIONED UPON THE PURCHASER OBTAINING
FINANCING.
(Continued on next page)
------------------------
THE DEALER MANAGER FOR THE OFFER IS:
GLEACHER & CO. INC.
August 23, 1994
<PAGE>
(Continued from previous page)
IMPORTANT
ON AUGUST 17, 1994, THE PURCHASER, THE PARENT AND THE COMPANY (EACH AS
DEFINED HEREIN) ENTERED INTO A MERGER AGREEMENT (AS DEFINED HEREIN) WHICH
CONTAINS THE TERMS AND CONDITIONS DESCRIBED IN SECTION 7 OF THIS SUPPLEMENT.
Any shareholder desiring to tender all or any portion of such shareholder's
shares of Common Stock, $5.00 par value per share (the "Shares"), and the
associated Preferred Stock Purchase Rights (the "Rights"), of the Company should
either (1) complete and sign a Letter of Transmittal (or a facsimile thereof) in
accordance with the instructions in such Letter of Transmittal, mail or deliver
such Letter of Transmittal (or such facsimile) and any other required documents
to the Depositary (as defined herein), and either deliver the certificates
representing the tendered Shares and, if separate, the certificates representing
the associated Rights and any other required documents to the Depositary or
tender such Shares (and Rights, if applicable) pursuant to the procedure for
book-entry transfer set forth in Section 3 of the Offer to Purchase or (2)
request such shareholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such shareholder. Shareholders
having Shares (and Rights, if applicable) registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if they desire
to tender Shares (and Rights, if applicable) so registered. The Merger Agreement
provides that the Company will redeem the outstanding Rights at a redemption
price of $.02 per Right immediately prior to the consummation of the Offer.
A shareholder who desires to tender Shares and Rights and whose
certificates representing such Shares (and Rights, if applicable) are not
immediately available, or who cannot comply with the procedure for book-entry
transfer on a timely basis, may tender such Shares (and Rights, if applicable)
by following the procedures for guaranteed delivery set forth in Section 3 of
the Offer to Purchase.
Questions and requests for assistance may be directed to Gleacher & Co.
Inc. (the "Dealer Manager") or to D.F. King & Co., Inc. (the "Information
Agent"), at their respective addresses and telephone numbers set forth on the
back cover of this Supplement. Additional copies of this Supplement, the Offer
to Purchase, a Letter of Transmittal and a Notice of Guaranteed Delivery may
also be obtained from the Information Agent or from brokers, dealers, commercial
banks or trust companies.
<PAGE>
To the Holders of Common Stock
(including the associated Preferred
Stock Purchase Rights) of
AMERICAN CYANAMID COMPANY
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated August 10, 1994 (the "Offer to Purchase") of AC Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of American
Home Products Corporation, a Delaware corporation (the "Parent"). Pursuant to
this Supplement, the Purchaser is now offering 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 redeemed by the Company) the associated Preferred Stock Purchase Rights
(the "Rights") issued pursuant to the Rights Agreement, as amended (the "Rights
Agreement"), between the Company and the Rights Agent, at a purchase price of
$101 per Share (and associated Right, if applicable), net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, as amended and supplemented by this Supplement, and in
the related Letter of Transmittal (which together constitute the "Offer").
Unless the context requires otherwise, terms not defined herein have the
meanings ascribed to them in the Offer to Purchase and all references herein to
"Shares" shall be deemed to refer also to the associated Rights, unless and
until the Rights are redeemed by the Company.
Pursuant to the Merger Agreement (as defined below), the Company has
represented and warranted to the Parent and the Purchaser that the Company has
taken all necessary action so that none of the execution of the Merger
Agreement, the making of the Offer, the acquisition of Shares pursuant to the
Offer or the consummation of the Merger will (a) cause the Rights to become
exercisable, (b) cause any person to become an Acquiring Person (as such term is
defined in the Rights Agreement) or (c) give rise to a Distribution Date or a
Triggering Event (as each such term is defined in the Rights Agreement). The
Merger Agreement provides that, immediately prior to the consummation of the
Offer, the Company will redeem the Rights.
Procedures for tendering Shares are set forth in Section 3 of the Offer to
Purchase. Tendering shareholders may continue to use the original (green) Letter
of Transmittal and the original (gold) Notice of Guaranteed Delivery previously
circulated with the Offer to Purchase, or the revised (blue) Letter of
Transmittal and the revised (green) Notice of Guaranteed Delivery circulated
with this Supplement. While the Letter of Transmittal previously circulated with
the Offer to Purchase refers only to the Offer to Purchase, shareholders using
such document to tender their Shares will nevertheless receive $101 per Share
for each Share validly tendered and not properly withdrawn and accepted for
payment pursuant to the Offer, subject to the conditions of the Offer. Unless
and until the Rights are redeemed by the Company, shareholders will be required
to tender one-half of one Right for each Share tendered in order to effect a
valid tender of such Share. If separate Rights Certificates are not issued, a
tender of Shares will also constitute a tender of Rights. See Section 3 of the
Offer to Purchase for a discussion of procedures for tendering Rights in the
event that a Distribution Date occurs and Rights Certificates are distributed to
shareholders prior to the date of tender pursuant to the Offer. If, as required
by the Merger Agreement, the Rights are redeemed by the Board of Directors prior
to the consummation of the Offer, tendering shareholders who are holders of
record as of the applicable record date will be entitled to receive and retain
the redemption price of $.02 per Right in accordance with the Rights Agreement.
SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE
IF SUCH PROCEDURE WAS UTILIZED. IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR
BY THE PURCHASER PURSUANT TO THE OFFER, SUCH SHAREHOLDERS WILL RECEIVE, SUBJECT
TO THE CONDITIONS OF THE OFFER, THE
1
<PAGE>
INCREASED TENDER PRICE OF $101 PER SHARE. SEE SECTION 4 OF THE OFFER TO PURCHASE
FOR THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER.
Except as otherwise set forth in this Supplement and in the revised Letter
of Transmittal, the terms and conditions previously set forth in the Offer to
Purchase remain applicable in all respects to the Offer, and this Supplement
should be read in conjunction with the Offer to Purchase.
THE MINIMUM CONDITION (AS DEFINED BELOW) OF THE OFFER HAS BEEN AMENDED AND
THE OFFER IS NOW CONDITIONED UPON THERE BEING VALIDLY TENDERED ON OR PRIOR TO
THE EXPIRATION DATE (AS DEFINED BELOW) AND NOT PROPERLY WITHDRAWN THE MINIMUM
NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES OWNED BY THE PARENT AND THE
PURCHASER, CONSTITUTES NOT LESS THAN A MAJORITY OF THE VOTING POWER (DETERMINED
ON A FULLY DILUTED BASIS), ON THE DATE OF PURCHASE, OF ALL SECURITIES OF THE
COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OR IN A MERGER
(THE "MINIMUM CONDITION"). THE OFFER IS NO LONGER SUBJECT TO THE RIGHTS
CONDITION, THE MAINE TAKEOVER STATUTE CONDITION OR THE FINANCING CONDITION
INCLUDED IN THE OFFER TO PURCHASE. THE OFFER REMAINS SUBJECT TO CERTAIN OTHER
TERMS AND CONDITIONS CONTAINED HEREIN IN ADDITION TO THE MINIMUM CONDITION. SEE
SECTION 8 OF THIS SUPPLEMENT.
The Parent, the Purchaser and the Company have entered into an Agreement
and Plan of Merger, dated August 17, 1994 (the "Merger Agreement"), which
provides for, among other things, (i) an increase in the price per Share to be
paid pursuant to the Offer from $95 per Share to $101 per Share, net to the
seller in cash, without interest thereon, (ii) the amendment of the conditions
to the Offer to reduce the number of Shares required to be validly tendered and
not properly withdrawn to satisfy the Minimum Condition and to eliminate the
Rights Condition, the Maine Takeover Statute Condition and the Financing
Condition, (iii) the amendment and restatement of certain other conditions to
the Offer as set forth in their entirety in Section 8 of this Supplement and
(iv) the merger of the Purchaser with the Company (the "Merger") following the
consummation of the Offer. In the Merger, each 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 BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE SHAREHOLDERS
OF THE COMPANY, HAS APPROVED THE OFFER AND THE MERGER AND RECOMMENDS THAT
SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES.
Morgan Stanley & Co. Incorporated and CS First Boston Corporation have
delivered to the Board of Directors of the Company their respective written
opinions that the consideration to be received by holders of Shares, other than
the Parent and the Purchaser, pursuant to the Merger Agreement is fair to such
holders from a financial point of view.
Section 611-A of the Maine Business Corporation Act (the "MBCA") is no
longer applicable to the Merger because the Board of Directors of the Company
has approved the Merger and the Merger Agreement. Accordingly, the Maine
Takeover Statute Condition described in the Offer to Purchase is no longer
applicable to the Offer.
Based on the representations and warranties of the Company contained in the
Merger Agreement, as of August 12, 1994, there were 90,832,206 Shares
outstanding and options covering a total of 5,451,876 shares of Common Stock
were outstanding under the Company Option Plans. Based on this information and
assuming exercise of all outstanding options under the Company Option Plans, the
Minimum Condition will be satisfied if at least 48,132,042 Shares are validly
tendered and not properly withdrawn on or prior to the Expiration Date. If the
Minimum Condition is satisfied, the Purchaser will be able to approve the Merger
without the affirmative vote of the holders of any other Shares.
2
<PAGE>
THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTER OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE. Pursuant to the Merger
Agreement, the price per Share to be paid pursuant to the Offer has been
increased from $95 per Share to $101 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of the
Offer. All shareholders whose Shares are validly tendered and not properly
withdrawn and accepted for payment pursuant to the Offer (including Shares
tendered prior to the date of this Supplement) will receive the increased price.
Pursuant to the Merger Agreement, the Offer has been extended. The Offer
will expire at 12:00 Midnight, New York City time, on Wednesday, September 14,
1994, unless and until the Purchaser, subject to the provisions of the Merger
Agreement, shall have further extended the period during which the Offer is
open, in which event the term "Expiration Date" shall mean the latest time and
date at which the Offer, as so extended by the Purchaser, shall expire. See
Section 7 of this Supplement for a description of the provisions of the Merger
Agreement regarding extensions of the Offer by the Purchaser.
The Offer is conditioned upon, among other things, satisfaction of each of
the conditions described above in the Introduction and in Section 8 of this
Supplement. The Purchaser reserves the right (but shall not be obligated),
subject to the provisions of the Merger Agreement, to waive any or all of such
conditions (other than the Minimum Condition).
The Company has provided the Purchaser with the Company's shareholder lists
and security position listings for the purpose of disseminating the Offer to
holders of Shares. This Supplement, the Offer to Purchase, the revised (blue)
Letter of Transmittal and other relevant materials will be mailed to record
holders of Shares whose names appear on the Company's shareholder list and will
be furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the Company's
shareholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares.
2. PRICE RANGE OF SHARES; DIVIDENDS. On August 16, 1994, the Board of
Directors of the Company declared a regular quarterly cash dividend in the
amount of $.4625 per Share to shareholders of record on August 30, 1994. Such
dividend will be paid to such shareholders on September 30, 1994, regardless of
whether such shareholders have tendered Shares pursuant to the Offer. See
Section 7 of this Supplement for a discussion of certain limitations contained
in the Merger Agreement on the ability of the Company to declare and pay further
dividends.
The high and low sales prices per Share on the NYSE reported by the Dow
Jones News Service during the third quarter (through August 22, 1994) of the
year ending December 31, 1994 were $96 3/4 and $54 3/4, respectively. On August
16, 1994, the last full trading day prior to the announcement of the execution
of the Merger Agreement, the closing sale price per Share reported on the NYSE
by the Dow Jones News Service was $94.
SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
3. CERTAIN INFORMATION CONCERNING THE COMPANY. Set forth below are certain
selected consolidated financial data relating to the Company and its
subsidiaries for the three months and six months ended June 30, 1994 and 1993,
which have been derived from the unaudited financial statements contained in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994
filed by the Company with the Commission. More comprehensive financial
information is included in the reports (including management's discussion and
analysis of financial condition and results of operations) and other documents
filed by the Company with the Commission, and the following financial data are
qualified in their entirety by reference to such reports and other documents,
including the financial information and related notes contained therein. Such
reports and other documents may be examined and copies thereof may be obtained
from the offices of the Commission and the NYSE in the manner set forth in
Section 7 of the Offer to Purchase.
3
<PAGE>
AMERICAN CYANAMID COMPANY
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net Sales............................................................. $ 1,500 $ 1,247 $ 2,755 $ 2,392
Earnings (Loss) From Continuing Operations and Before Accounting
Changes................................................................. 185 (235) 302 (120)
Earnings (Loss) From Discontinued Operations.......................... -- 6 -- (210)
Cumulative Effect of Accounting Changes............................... -- -- -- (333)
Net Earnings (Loss)................................................... 185 (229) 302 (662)
PER SHARE
Earnings (Loss) From Continuing Operations and Before Accounting
Changes................................................................. $ 2.06 $ (2.61) $ 3.36 $ (1.33)
Earnings (Loss) From Discontinued Operations.......................... -- .07 -- (2.33)
Cumulative Effect of Accounting Changes............................... -- -- -- (3.70)
Net Earnings (Loss)................................................... 2.06 (2.54) 3.36 (7.36)
</TABLE>
<TABLE>
<CAPTION>
AT JUNE 30,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
BALANCE SHEET DATA
Working Capital............................................................................ $ 569 NA
Total Assets............................................................................... 6,314 NA
Total Indebtedness......................................................................... 864 NA
Shareholders' Equity....................................................................... 1,642 NA
</TABLE>
4. CERTAIN INFORMATION CONCERNING THE PARENT. Set forth below are certain
selected consolidated financial data relating to the Parent and its subsidiaries
for the three months and six months ended June 30, 1994 and 1993, which have
been derived from the unaudited financial statements contained in the Parent's
Quarterly Reports on Form 10-Q for the quarters ended June 30, 1994 and 1993
filed by the Parent with the Commission. More comprehensive financial
information is included in the reports (including management's discussion and
analysis of financial condition and results of operations) and other documents
filed by the Parent with the Commission, and the following financial data are
qualified in their entirety by reference to such reports and other documents,
including the financial information and related notes contained therein. Such
reports and other documents may be examined and copies thereof may be obtained
from the offices of the Commission and the NYSE in the same manner as set forth
with respect to information about the Company in Section 7 of the Offer to
Purchase.
4
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net Sales............................................................. $ 1,978 $ 1,909 $ 4,122 $ 4,020
Income Before Federal and Foreign Taxes............................... 319 391 896 941
Net Income............................................................ 300 287 716 689
Net Income Per Share.................................................. .98 .93 2.32 2.22
</TABLE>
<TABLE>
<CAPTION>
AT JUNE 30,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
BALANCE SHEET DATA
Working Capital............................................................................ $ 3,144 $ 3,113
Total Assets............................................................................... 7,774 7,301
Total Indebtedness......................................................................... 864 867
Shareholders' Equity....................................................................... 3,946 3,573
</TABLE>
5. BACKGROUND OF THE AMENDED OFFER; CONTACTS WITH THE COMPANY. On Friday,
August 12, 1994, representatives of the Company contacted representatives of the
Parent to advise the Parent of its regularly scheduled Board of Directors'
meeting on Tuesday, August 16, 1994, and to discuss the possibility of a
modified Offer on terms which the Company's management might be willing to
present to the Company's Board of Directors at the meeting. This initial call
resulted in continued telephone discussions between representatives of the
parties during the weekend. On Sunday evening, August 14, 1994, John R.
Stafford, Chairman, President and Chief Executive Officer of the Parent, met
with Albert J. Costello, Chairman and Chief Executive Officer of the Company, to
discuss the potential acquisition of the Company by the Parent. No agreement was
reached in such discussions, and, on Monday, August 15, 1994, after a telephonic
meeting of the Parent's Board of Directors, Mr. Stafford sent the following
letter (the text of which was released publicly) to Mr. Costello:
August 15, 1994
VIA TELECOPIER
Mr. Albert J. Costello
Chairman and Chief Executive Officer
American Cyanamid Company
One Cyanamid Plaza
Wayne, New Jersey 07470
Dear Al:
I appreciated the opportunity to meet with you yesterday to discuss
our proposal to acquire American Cyanamid. I regret the apparent
misunderstanding concerning the terms of an agreement which you would
recommend to your Board. While we have always believed that our $95 per
share offer represented a full and fair price, as I stated last night, we
were willing to propose an increase of that price to $100 on the basis of
our belief that such an increase would permit us to reach agreement and
proceed rapidly to conclude a transaction supported by both companies.
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So that there can be no further misunderstanding, I would like to
clarify our position to you and your Board. Our Board of Directors has
today authorized me to advise you that we will pay $100 per share, subject
to the following conditions:
(i) the American Cyanamid Board of Directors accepts this proposal
by the close of business on Tuesday, August 16; and
(ii) a definitive merger agreement containing customary provisions
for a transaction of this nature is executed by the close of business on
Friday, August 19.
If our proposal is not accepted by your Board of Directors, we will
proceed with our pending tender offer at $95 per share.
We continue to believe that our acquisition of American Cyanamid is in
the best interests of the stockholders of both companies, and we would look
forward to your cooperation in proceeding together to a speedy conclusion
of the transaction.
I look forward to your response.
Sincerely,
/s/ Jack Stafford
Later on Monday, August 15, 1994, representatives of the Company
recommenced discussions with representatives of the Parent . On Tuesday, August
16, 1994, following continued discussions and negotiations between the parties,
the Parent's Board of Directors authorized the Parent to enter into the Merger
Agreement. Final negotiations continued into Wednesday, August 17, 1994, when
the Parent and the Company executed the Merger Agreement.
6. PLANS FOR THE COMPANY. Pursuant to the Merger Agreement, the Parent,
the Purchaser and the Company have agreed, among other things, to modify the
composition of the Board of Directors of the Company to include nominees of the
Purchaser following consummation of the Offer and to change the Company's
Articles and By-Laws as of the Effective Time (as defined in the Merger
Agreement). See Section 7 of this Supplement.
7. MERGER AGREEMENT. The following is a summary of the Merger Agreement, a
copy of which is an exhibit to Amendment No. 3 to the Schedule 14D-1 filed by
the Parent and the Purchaser with the Commission on August 18, 1994. Such
summary is qualified in its entirety by reference to the Merger Agreement.
The Offer. In the Merger Agreement, the Purchaser has agreed, subject to
certain conditions, among other things, to amend the Offer (i) to extend the
Offer to September 14, 1994, (ii) to increase the purchase price offered from
$95 per Share to $101 per Share and (iii) to amend and restate the conditions to
the Offer to reduce the number of Shares required to be validly tendered and not
properly withdrawn to satisfy the Minimum Condition, eliminate the Rights
Condition, the Maine Takeover Statute Condition and the Financing Condition and
modify the other conditions to the Offer. See Section 8 of this Supplement. The
Purchaser has expressly reserved the right, in its sole discretion, to waive the
conditions to the Offer (other than the Minimum Condition) and to increase the
purchase price payable pursuant to the Offer or make any other changes in the
terms and conditions of the Offer, provided that, unless previously approved by
the Company in writing, no change may be made which decreases the purchase price
per Share payable in the Offer, which changes the form of consideration payable
in the Offer, which reduces the maximum number of Shares to be purchased in the
Offer or which imposes additional conditions to the Offer. The Purchaser has
further agreed that, subject to the terms and conditions of the Merger
Agreement, including the conditions to the Offer, unless the Company otherwise
consents in writing, the Purchaser will accept for payment and pay for Shares as
soon as it is permitted to do so under applicable law, provided that the
Purchaser may extend the Offer up to the twenty-fifth business day after the
latest of (i) September 14, 1994, (ii) the tenth business day after the
amendment of the Offer and (iii) the date on which all such conditions shall
first have been satisfied or waived.
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Pursuant to the Merger Agreement, the Company has approved of and consented
to the Offer and represented and warranted that (i) its Board of Directors, at a
meeting duly called and held on August 16 and August 17, 1994, has unanimously
(A) determined that the Merger Agreement and the transactions contemplated
thereby, including each of the Offer and the Merger, are fair to and in the best
interests of the holders of Shares, (B) approved the Merger Agreement and the
transactions contemplated thereby and (C) resolved to recommend that the
shareholders of the Company accept the Offer, tender their Shares to the
Purchaser and approve the Merger Agreement and the transactions contemplated
thereby and (ii) the Company's financial advisors have delivered to the Board of
Directors of the Company their respective written opinions (or oral opinions
confirmed in writing) that the consideration to be received by holders of
Shares, other than the Parent and the Purchaser, pursuant to the Merger
Agreement is fair to such holders from a financial point of view.
The Merger. The Merger Agreement provides that, upon the terms and subject
to the conditions thereof and in accordance with applicable laws, at the
Effective Time the Purchaser will be merged with the Company. By virtue of the
Merger, at the Effective Time, (i) each Share issued and outstanding immediately
prior to the Effective Time (other than any Shares held in the treasury of the
Company, Shares held by the Parent, the Purchaser or any other direct or
indirect subsidiary of the Parent or of the Company (which will be cancelled
without any payment therefor), and any Dissenting Shares and Section 910 Shares
(each as defined in the Merger Agreement) held by shareholders of the Company
who have properly exercised their appraisal rights under the MBCA), will be
converted into the right to receive $101 per Share in cash, less any required
withholding taxes. At the Effective Time, each share of common, preferred or
other capital stock of the Purchaser issued and outstanding immediately prior to
the Effective Time shall be converted into and become one validly issued, fully
paid and nonassessable share of identical common, preferred or other capital
stock of the surviving corporation in the Merger (the "Surviving Corporation").
For a description of certain rights available to shareholders upon
consummation of the Offer or the Merger, see Section 11 of the Offer to
Purchase.
Agreements of the Company, the Purchaser and the Parent. In the Merger
Agreement, the Company has covenanted and agreed that, during the period from
the date of the Merger Agreement to the Effective Time, except pursuant to the
terms of the Merger Agreement or as disclosed with reasonable specificity in the
documents and reports filed by the Company with the Commission prior to the date
of the Merger Agreement, or unless the Parent shall otherwise agree in writing,
the businesses of the Company and its subsidiaries (other than Immunex
Corporation ("Immunex")) will be conducted only in, and the Company shall not
take any action (including with respect to Immunex), and its subsidiaries (other
than Immunex) shall not take any action, except in the ordinary course of
business and in a manner consistent with past practice and in compliance with
applicable laws; and the Company and its subsidiaries (other than Immunex) shall
each use its reasonable best efforts to preserve substantially intact the
business organization of the Company and its subsidiaries, to keep available the
services of the present officers, employees and consultants of the Company and
its subsidiaries and to preserve the present relationships of the Company and
its subsidiaries with customers, suppliers and other persons with which the
Company or any of its subsidiaries has significant business relations.
By way of amplification and not limitation of the provisions described in
the preceding paragraph, the Merger Agreement provides that neither the Company
(including with respect to Immunex) nor any of its subsidiaries (other than
Immunex) shall, between the date of the Merger Agreement and the Effective Time,
directly or indirectly do, or propose or commit to do, any of the following,
except pursuant to the terms of the Merger Agreement or as disclosed with
reasonable specificity in the documents and reports filed by the Company with
the Commission prior to the date of the Merger
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Agreement, or unless the Parent shall otherwise agree in writing: (i) amend or
otherwise change their respective Articles of Incorporation or By-Laws or
equivalent organizational documents; (ii) issue, deliver, sell, pledge, dispose
of or encumber, or authorize or commit to the issuance, sale, pledge,
disposition or encumbrance of, (A) any shares of capital stock of any class, or
any options, warrants, convertible securities or other rights of any kind to
acquire any shares of capital stock, or any other ownership interest (including
but not limited to stock appreciation rights or phantom stock), of the Company
or any of its subsidiaries (except for the issuance of up to 5,451,876 shares of
Common Stock of the Company issuable in accordance with the terms of employee
options outstanding as of August 12, 1994) or (B) any assets of the Company or
any of its subsidiaries, except for sales of products in the ordinary course of
business and in a manner consistent with past practice; (iii) declare, set
aside, make or pay any dividend or other distribution, payable in cash, stock,
property or otherwise, with respect to any of its capital stock, except for the
regular quarterly cash dividend on the Shares in the amount of $.4625 per Share
declared on August 16, 1994 and the amounts to be paid upon the redemption of
the Rights pursuant to the Rights Agreement in accordance with the Merger
Agreement; (iv) reclassify, combine, split, subdivide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its capital stock, except for
the redemption of the Rights at the redemption price of $.02 per Right in
accordance with the Merger Agreement; (v) (A) acquire (by merger, consolidation,
or acquisition of stock or assets) any corporation, partnership or other
business organization or division thereof, except for the completion of the
Company's previously announced acquisition of the Shell Company's crop
protection business, (B) incur any indebtedness for borrowed money or issue any
debt securities or assume, guarantee or endorse, or otherwise as an
accommodation become responsible for, the obligations of any person, or make any
loans, advances or capital contributions to, or investments in, any other
person, except for such of the foregoing incurred in the ordinary course of
business, consistent with past practice, having a maturity not exceeding 90
days, in an aggregate amount not in excess (including refinancing of already
outstanding amounts) of $900 million, (C) enter into any contract or agreement
other than in the ordinary course of business consistent with past practice, (D)
authorize any single capital expenditure which is in excess of $1 million or
capital expenditures which are, in the aggregate, in excess of $20 million or
(E) enter into or amend any contract, agreement, commitment or arrangement with
respect to any of the foregoing matters set forth in this clause (v); (vi)
except as described in the succeeding paragraph or otherwise in the Merger
Agreement, previously approved by the Parent or to the extent required under
existing employee and director benefit plans, agreements or arrangements as in
effect on the date of the Merger Agreement, increase the compensation or fringe
benefits of any of its directors, officers or employees, except for increases in
salary or wages of employees of the Company or its subsidiaries who are not
officers or directors of the Company in the ordinary course of business in
accordance with past practice, or grant any severance or termination pay not
currently required to be paid under existing severance plans to, or enter into
any employment, consulting or severance agreement with any present or former
director, officer or other employee of the Company or any of its subsidiaries
(other than an agreement entered into in exchange for a release by an employee
who is not an officer or director, of any and all claims against the Company
following such employee's termination of employment, but only if the aggregate
amount payable to any terminated employee under any such agreement does not
exceed $100,000 and the aggregate amount payable pursuant to all such agreements
does not exceed $1 million), or establish, adopt, enter into or amend or
terminate any collective bargaining, bonus, profit sharing, thrift,
compensation, stock option, restricted stock, pension, retirement, deferred
compensation, employment, termination, severance or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any directors, officers or
employees; (vii) except as may be required as a result of a change in law or in
generally accepted accounting principles, change any of the accounting practices
or principles used by it; (viii) make any tax election or settle or compromise
any material federal, state, local or foreign tax liability; (ix) settle or
compromise any pending or threatened suit, action or claim which is material or
which relates to the
8
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transactions contemplated by the Merger Agreement; (x) take any action,
including but not limited to introducing a new product, which, in the good faith
judgment of the Company, is reasonably likely to result in any material claim
that the Company has violated applicable laws, rules or regulations or any
rights of any other person; (xi) adopt a plan of complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or other reorganization of the Company or any of its subsidiaries not
constituting an inactive subsidiary (other than the Merger); (xii) pay,
discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
asserted or unasserted, contingent or otherwise), other than the payment,
discharge or satisfaction in the ordinary course of business and consistent with
past practice of liabilities reflected or reserved against in the financial
statements of the Company or incurred in the ordinary course of business and
consistent with past practice; or (xiii) take, or offer or propose to take, or
agree to take in writing or otherwise, any of the actions described in the
foregoing clauses or any action which would make any of the representations or
warranties of the Company contained in the Merger Agreement untrue and incorrect
as of the date when made if such action had then been taken, or would result in
any of the conditions to the Offer not being satisfied.
The Merger Agreement permits (i) an increase in the salaries of four
executives of the Company, (ii) the payment of lump sum special recognition
bonuses to employees who are not officers or directors of the Company, provided
that no special recognition bonus payable to any individual exceeds $10,000 and
the aggregate bonuses payable to all such employees between the date of the
Merger Agreement and the Effective Time does not exceed $500,000, (iii) the
Company to adopt a severance plan that is substantially similar in all material
respects to the Company's severance policy as disclosed to the Parent in writing
(except that the Company may provide that employees at certain salary levels
will have the right to receive benefits under the plan if they resign for "good
reason" (as defined in the Merger Agreement)), (iv) the Company to calculate and
make a profit sharing contribution to the Company's Employees Savings Plan and
to amend the plan to vest employees if their employment is terminated without
cause or if an employee resigns following a reduction in base salary prior to
December 31, 1994, (v) the Company to amend the Executive Income Continuity
Plan, the Key Manager Income Continuity Plan and the Directors Retirement Plan,
among other things, to provide for the payment of lump sum benefits and to
liberalize the eligibility requirements for individuals under certain
circumstances, (vi) the Company to contribute to rabbi trusts the accrued
benefits of employees under the Company's ERISA Excess Plan and Supplemental
Employees Retirement Plan, related gross up amounts under the Company's
Compensation Taxation Equalization Plan, and related fees and expenses and (vii)
the Company to accelerate the payment of incentive awards under the Company's
Cash Incentive Compensation Plan and the Company's Incentive Compensation Plan
(based on specific criteria).
The Merger Agreement provides that the Company, acting through its Board of
Directors, shall, if required in accordance with applicable law and its Articles
and By-Laws, (i) duly call, give notice of, convene and hold a special meeting
of its shareholders as soon as practicable following consummation of the Offer
for the purpose of considering and taking action on the Merger Agreement and the
transactions contemplated thereby and (ii) subject to its fiduciary duties under
applicable law, exercised after consultation with independent legal counsel, (A)
include in the proxy statement with respect to such meeting (the "Proxy
Statement") the unanimous recommendation of the Board of Directors that the
shareholders of the Company vote in favor of the approval of the Merger
Agreement and the transactions contemplated thereby and the written opinions of
the Company's financial advisors that the consideration to be received by the
shareholders of the Company pursuant to the Offer and the Merger is fair to such
shareholders and (B) use its reasonable best efforts to obtain the necessary
approval of the Merger Agreement and the transactions contemplated thereby by
its shareholders.
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For a description of the short-form merger provisions of the MBCA, which,
under certain circumstances, could be applicable to the Merger, see Section 11
of the Offer to Purchase.
The Merger Agreement provides that, if required by applicable law, as soon
as practicable following the Parent's reasonable request, the Company shall file
with the Commission under the Exchange Act, and shall use its reasonable best
efforts to have cleared by the Commission, the Proxy Statement. The Parent, the
Purchaser and the Company have agreed to cooperate with each other in the
preparation of the Proxy Statement. The Company has agreed to use its reasonable
best efforts, after consultation with the other parties to the Merger Agreement,
to respond promptly to any comments made by the Commission with respect to the
Proxy Statement and any preliminary version thereof filed by it and cause such
Proxy Statement to be mailed to the Company's shareholders at the earliest
practicable time.
Pursuant to the Merger Agreement, promptly upon the purchase by the
Purchaser of Shares pursuant to the Offer, and from time to time thereafter, the
Purchaser shall be entitled to designate up to such number of directors, rounded
up to the next whole number, on the Board of Directors of the Company as shall
give the Purchaser representation on the Board of Directors equal to the product
of the total number of directors on such Board (giving effect to the directors
elected pursuant to this sentence) multiplied by the percentage that the
aggregate number of Shares beneficially owned by the Purchaser or any affiliate
of the Purchaser bears to the total number of Shares then outstanding, and the
Company shall, at such time, promptly take all action necessary to cause the
Purchaser's designees to be so elected, including either increasing the size of
the Board of Directors or securing the resignations of incumbent directors or
both. At such times, the Company will use its reasonable best efforts to cause
persons designated by the Purchaser to constitute the same percentage as is on
the Board of Directors of (i) each committee of the Board, (ii) each board of
directors of each domestic subsidiary of the Company and (iii) each committee of
each such board, in each case only to the extent permitted by law. Until the
Purchaser acquires a majority of the outstanding Shares (on a fully diluted
basis), the Company shall use its reasonable best efforts to ensure that all the
members of the Board of Directors and such boards and committees as of the date
of the Merger Agreement who are not employees of the Company shall remain
members of the Board of Directors and such boards and committees. Annex I
attached to the Company's Schedule 14D-9 dated August 23, 1994 sets forth
information with respect to the possible designation by the Parent, pursuant to
the Merger Agreement, of persons to be elected to the Board of Directors of the
Company. The Purchaser currently intends to choose the designees to the
Company's Board of Directors which it has the right to designate pursuant to the
Merger Agreement from among the officers of the Parent listed in Schedule I to
the Offer to Purchase.
The Company has agreed to take all actions required pursuant to Section
14(f) and Rule 14f-1 in order to fulfill its obligations under the Merger
Agreement described in the preceding paragraph and shall, if requested by the
Parent, include in the Schedule 14D-9 or a separate Rule 14f-1 Statement
provided to shareholders such information with respect to the Company and its
officers and directors as is required under Section 14(f) and Rule 14f-1 to
fulfill its obligations thereunder. Pursuant to the Merger Agreement, the Parent
or the Purchaser will supply to the Company and be solely responsible for any
information with respect to either of them and their nominees, officers,
directors and affiliates required by Section 14(f) and Rule 14f-1.
Following the election or appointment of the Purchaser's designees as
described in the second preceding paragraph and prior to the Effective Time, any
amendment of the Merger Agreement or the Articles or By-Laws, any termination of
the Merger Agreement by the Company, any extension by the Company of the time
for the performance of any of the obligations or other acts of the Purchaser or
waiver of any of the Company's rights thereunder, and any other consent or
action by the Board of
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Directors thereunder, will require the concurrence of a majority (which shall be
at least two) of the directors of the Company then in office who are neither
designated by the Purchaser nor are employees of the Company.
Under the Merger Agreement, the directors of the Purchaser immediately
prior to the Effective Time shall be the initial directors of the Surviving
Corporation and the officers of the Company immediately prior to the Effective
Time shall be the initial officers of the Surviving Corporation.
Pursuant to the Merger Agreement, from the date of the Merger Agreement to
the Effective Time, subject to appropriate provisions regarding confidentiality,
the Company shall, and shall cause its subsidiaries, officers, directors,
employees, auditors and other agents to, afford the officers, employees,
auditors and other agents of the Parent, and financing sources who shall agree
to be bound by the confidentiality provisions of the Merger Agreement as though
a party thereto, complete access at all reasonable times to its officers,
employees, agents, properties, offices, plants and other facilities and to all
books and records, and shall furnish the Parent and such financing sources with
all financial, operating and other data and information as the Parent, through
its officers, employees or agents, or such financing sources may from time to
time request.
Under the Merger Agreement, the Company, its affiliates and their
respective officers, directors, employees, representatives and agents have
agreed that they shall immediately cease any existing discussions or
negotiations, if any, with any parties conducted theretofore with respect to any
acquisition or exchange of all or any material portion of the assets of, or any
equity interest in, the Company or any of its subsidiaries or any business
combination with the Company or any of its subsidiaries. The Company may,
directly or indirectly, furnish information and access, in each case only in
response to a request for such information or access to any person made after
the date of the Merger Agreement which was not encouraged, solicited or
initiated by the Company or any of its affiliates or any of its or their
respective officers, directors, employees, representatives or agents after the
date of the Merger Agreement, pursuant to appropriate confidentiality
agreements, and may participate in discussions and negotiate with such entity or
group concerning any merger, sale of assets, sale of shares of capital stock or
similar transaction (including an exchange of stock or assets) involving the
Company or any subsidiary or division of the Company, if such entity or group
has submitted a written proposal to the Board of Directors relating to any such
transaction and failing to take such action would constitute a breach of the
Board of Directors' fiduciary duty under applicable law. The Board of Directors
is required by the Merger Agreement to provide a copy of any such written
proposal to the Parent immediately after receipt thereof, unless independent
outside legal counsel to the Company has advised the Board of Directors that
providing such a copy would constitute a breach of the Board of Directors'
fiduciary duty under applicable law. Notwithstanding the foregoing, under the
Merger Agreement, the Company shall notify the Parent immediately if any such
proposal is made and shall keep the Parent promptly advised of all developments
which could reasonably be expected to culminate in the Board of Directors
withdrawing, modifying or amending its recommendation of the Offer, the Merger
and the other transactions contemplated by the Merger Agreement. Except as
described in this paragraph, neither the Company or any of its affiliates, nor
any of its or their respective officers, directors, employees, representatives
or agents, shall, directly or indirectly, encourage, solicit, participate in or
initiate discussions or negotiations with, or provide any information to, any
corporation, partnership, person or other entity or group (other than the Parent
and the Purchaser, any affiliate or associate of the Parent and the Purchaser or
any designees of the Parent or the Purchaser) concerning any merger, sale of
assets, sale of shares of capital stock or similar transactions (including an
exchange of stock or assets) involving the Company or any subsidiary or division
of the Company; provided, however, that the Board of Directors may take, and may
disclose to the Company's shareholders, a position contemplated by Rules 14d-9
and 14e-2 under the Exchange Act with regard to any tender offer; provided,
further, that
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the Board of Directors shall not recommend that the shareholders of the Company
tender their Shares in connection with any such tender offer unless failing to
take such action would constitute a breach of the Board of Directors' fiduciary
duty under applicable law. The Company agrees not to release any third party
from, or waive any provisions of, any confidentiality or standstill agreement to
which the Company is a party, unless failing to release such third party or
waive such provisions would constitute a breach of the Board of Directors'
fiduciary duty under applicable law.
In the Merger Agreement, the Company has covenanted and agreed that it will
not amend the Rights Agreement, except as expressly contemplated by the Merger
Agreement, and that the Company will redeem all outstanding Rights at a
redemption price of $.02 per Right immediately prior to the consummation of the
Offer.
The Merger Agreement provides that, upon the terms and subject to the
conditions thereof, each of the parties shall use its reasonable best efforts to
take, or cause to be taken, all appropriate action, and to do or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
the Merger Agreement, including but not limited to (i) cooperation in the
preparation and filing of appropriate documents with governmental and other
authorities, any required filings under the HSR Act and certain other laws
described in Section 15 of the Offer to Purchase and any amendments to any
thereof and (ii) using its reasonable best efforts to make all required
regulatory filings and applications and to obtain all licenses, permits,
consents, approvals, authorizations, qualifications and orders of governmental
authorities and parties to contracts with the Company and its subsidiaries as
are necessary for the consummation of the transactions contemplated by the
Merger Agreement and to fulfill the conditions to the Offer and the Merger. The
Company will cooperate with the Parent and the Purchaser with respect to
consummating the financing for the Offer and the Merger. In case at any time
after the Effective Time any further action is necessary or desirable to carry
out the purposes of the Merger Agreement, the proper officers and directors of
each party to the Merger Agreement shall use their reasonable best efforts to
take all such necessary action.
Under the Merger Agreement, the Parent and the Company shall consult with
each other before issuing any press release or otherwise making any public
statement with respect to the Offer or the Merger and shall not issue any such
press release or make any such public statement prior to such consultation,
except as may be required by law or any listing agreement with its securities
exchange.
Pursuant to the Merger Agreement, to the extent required by the MBCA, the
Parent must cause the Purchaser to give the notice required by Section 910 not
later than fifteen days after the acceptance for payment of Shares pursuant to
the Offer. In order to provide such notice, the Company shall provide to the
Parent, not less than five days prior to the date on which such notice must be
made, an updated list of shareholders. If permitted by applicable law, such
notice may be contained in or provided in connection with the Offer documents or
the Proxy Statement.
Under the Merger Agreement, any liability with respect to the transfer of
the property of the Company arising out of the New York State Real Property
Gains Tax, the New York State Real Estate Transfer Tax and the New York City
Real Property Transaction Tax shall be borne by the Company and expressly shall
not be a liability of the shareholders of the Company.
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Certain Employee Benefits Matters. Under the Merger Agreement, the Parent
shall cause the Company and the Surviving Corporation to pay promptly or provide
when due all compensation and benefits earned through or prior to the Effective
Time as provided pursuant to the terms of any compensation arrangements,
employment agreements and employee or director benefit plans, programs and
policies in existence as of the date of the Merger Agreement for all employees
(and former employees) and directors (and former directors) of the Company. The
Parent and the Company agree that the Company and the Surviving Corporation
shall pay promptly or provide when due all compensation and benefits required to
be paid pursuant to the terms of any individual agreement with any employee,
former employee, director or former director in effect and disclosed to the
Parent as of the date of the Merger Agreement. Nothing in the Merger Agreement
shall require the continued employment of any person or prevent the Company
and/or the Surviving Corporation from taking any action or refraining from
taking any action which the Company could take or refrain from taking prior to
the Effective Time.
Except as contemplated in the Merger Agreement, under the Merger Agreement,
the Parent shall cause the Surviving Corporation, for the period ending on
December 31, 1995, to provide employee benefits under plans, programs and
arrangements which, in the aggregate, will provide benefits to the employees and
former employees of the Surviving Corporation (other than employees and former
employees covered by a collective bargaining agreement) which are no less
favorable in the aggregate than those provided to such persons pursuant to the
plans, programs and arrangements of the Company in effect on the date of the
Merger Agreement (other than all Performance Allotments and Performance Share
Allotments (as defined) under the Company's Incentive Plan, which shall be
disregarded for all purposes) and employees and former employees covered by
collective bargaining agreements shall be provided with such benefits as shall
be required under the terms of any applicable collective bargaining agreement;
provided, however, that nothing in the Merger Agreement shall (i) prevent the
amendment or termination of any such plan, program or arrangement, (ii) require
that the Surviving Corporation provide or permit investment in the securities of
the Parent, the Company or the Surviving Corporation or (iii) interfere with the
Surviving Corporation's right or obligation to make such changes as are
necessary to conform with applicable law. On and after January 1, 1996, the
Parent shall provide employees and former employees of the Surviving Corporation
(other than those covered by collective bargaining agreements) with benefits, in
the aggregate, that are no less favorable than those provided to similarly
situated employees and former employees of other subsidiaries of the Parent.
The Merger Agreement provides that, with respect to the payment of the
Current Allotments (as defined) under the Company's Incentive Compensation Plan
and cash incentive compensation awards under the Company's Cash Incentive
Compensation Plan in respect of the year ending December 31, 1994, the Parent
shall cause the Company to pay such amounts, in accordance with the applicable
performance targets established at the beginning of such year, as soon as
practicable following the close of such year and the date the actual performance
of the Company and its subsidiaries for the year then ended is calculated. The
determination of the performance of the Company and its subsidiaries shall be
made in good faith by the certified public accountants of the Company who were
the Company's certified public accountants prior to the purchase of Shares
pursuant to the Offer, after disregarding the financial effects of the
transactions contemplated under the Merger Agreement and any other changes made
by the Parent after the purchase of Shares pursuant to the Offer to the
operations, finances or corporate structure of the Company and its subsidiaries.
Notwithstanding anything described in this paragraph to the contrary, if, prior
to the date such Current Allotments or cash incentive compensation awards are
paid, any employee is terminated by the Company without "cause" or voluntarily
terminates employment following a reduction in base salary, the Company or the
Surviving Corporation shall pay the employee his or her award under the
applicable plan as soon as practicable following the employee's termination of
employment.
Under the Merger Agreement, the Parent shall cause the Company to
contribute to the Company's Employees Savings Plan approximately $7 million as
the Company "performance contribution" for the
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year ended December 31, 1994, provided the actual performance of the Company and
its subsidiaries as of December 31, 1994 satisfies the conditions provided under
such Savings Plan for such contribution. Such contribution shall be made as soon
as practicable following the close of such year and the date the actual
performance of the Company and its subsidiaries for the year then ended is
calculated. The determination of such performance shall be made in the same
manner as described with respect to the Company's Incentive Plan in the
preceding paragraph. Moreover, with respect to any participant in such Savings
Plan whose employment is terminated by the Company prior to December 31, 1994
without cause or voluntarily by the employee following a reduction in base
salary, such participant shall be vested in that portion of the Company
performance contribution which such participant would have otherwise been
entitled to receive under the terms of the Savings Plan as in effect on the date
of the Merger Agreement had such participant's employment not been terminated
prior to December 31, 1994.
Pursuant to the Merger Agreement, as soon as practicable after the date the
Shares are purchased pursuant to the Offer, the Company shall pay its Incentive
Compensation Plan participants an amount ("Incentive Compensation Cashout")
equal to the value of the Performance Allotments (as defined) determined in
accordance with the rules of the Compensation Committee of the Company's Board
of Directors under such plan, as in effect on the date of the Merger Agreement.
As soon as practicable after December 31, 1994, the Parent shall cause the
Surviving Corporation to pay to each participant who is an employee as of
December 31, 1994 an amount (the "Additional Payment") equal to the excess of
the amount such employee would have received under such rules had the value of
the Performance Allotments been calculated at 141.5% of the target bonus over
the Incentive Compensation Cashout received by such employee. Notwithstanding
the foregoing, if an employee's employment is terminated without cause by the
Company or voluntarily by the employee following the reduction of such
employee's base salary after the date the Shares are purchased pursuant to the
Offer but prior to the payment of the Additional Payment, the Company shall pay
such employee the Additional Payment as soon as practicable after the employee's
termination of employment.
Under the Merger Agreement, the Parent shall cause the Surviving
Corporation to include as a participant in the Company's Supplemental Employees
Retirement Plan ("SERP") any individual who is a Key Manager (as defined below)
as of the date of the Merger Agreement whose employment is terminated by the
Company without cause or who voluntarily terminates employment following a
reduction in base salary within the two year period following the date the
Shares are purchased pursuant to the Offer and such person shall be entitled to
benefits thereunder if, but only if, at the time of such termination, the Key
Manager has attained age 50 with 10 years of service with the Company and the
Surviving Corporation. Payment of retirement benefits under the SERP will
commence no earlier than the first day of the month following the Key Manager's
60th birthday. "Key Manager" is defined in the Merger Agreement as a participant
in the Company's Incentive Compensation Plan, as in effect on the date of the
Merger Agreement.
Directors' and Officers' Indemnification and Insurance. The Merger
Agreement provides that the By-Laws of the Surviving Corporation shall contain
provisions no less favorable with respect to indemnification than are set forth
in the By-laws of the Company, which provisions shall not be amended, repealed
or otherwise modified for a period of five years from the Effective Time in any
manner that would adversely affect the rights thereunder of individuals who at
the Effective Time were directors, officers, agents or employees of the Company
or otherwise entitled to indemnification under the Company's By-Laws.
Under the Merger Agreement, the Parent shall use its best efforts to cause
to be maintained in effect for three years from the Effective Time the current
policies of the directors' and officers' liability insurance maintained by the
Company (provided that the Parent may substitute therefor policies of at least
the same coverage containing terms and conditions which are not materially less
advantageous) with respect to matters occurring prior to the Effective Time to
the extent available; provided, however, that in no event shall the Parent or
the Company be required to expend more than an amount per year
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equal to 150% of current annual premiums paid by the Company (which the Company
represents and warrants to be not more than $1,204,050) to maintain or procure
insurance coverage pursuant thereto.
Disposition of Litigation. In the Merger Agreement, each party has agreed
to use its best efforts to obtain a dismissal without prejudice of American Home
Products Corporation, et al. v. American Cyanamid Company, et al., Civil Action
Docket No. 94-230-P-H (D. Me. 1994), including any and all counterclaims
asserted against the Company, its directors, its officers, the Parent and the
Purchaser, with each party bearing its own costs and attorneys' fees therefor.
The Company has agreed that it will not settle any litigation currently pending,
or commenced after the date of the Merger Agreement, against the Company or any
of its directors by any shareholder of the Company relating to the Offer or the
Merger Agreement, without the prior written consent of the Parent.
The Merger Agreement provides that the Company will not voluntarily
cooperate with any third party which has sought or may seek to restrain or
prohibit or otherwise oppose the Offer or the Merger and will cooperate with the
Parent and the Purchaser to resist any such effort to restrain or prohibit or
otherwise oppose the Offer or the Merger, unless failing so to cooperate with
such third party or cooperating with the Parent or the Purchaser, as the case
may be, would constitute a breach of the Board of Directors' fiduciary duty
under applicable law.
Representations and Warranties. The Merger Agreement contains customary
representations and warranties with respect to the Company, including without
limitation, with regard to the Company's capitalization, that the Board of
Directors of the Company has approved the Merger Agreement and the transactions
contemplated thereby (including the Offer and the Merger) so as to render
inapplicable thereto both the limitation on business combinations contained in
Section 611-A of the MBCA (or any similar provision) and the supermajority
shareholder voting requirements of the Articles, that the affirmative vote of a
majority of the outstanding Shares is the sole vote required to approve the
Merger, that the Board of Directors of the Company has irrevocably waived the
requirement of ownership of Shares (and the related holding period) set forth in
the By-Laws with respect to the directors of the Purchaser immediately prior to
the Effective Time and any other director nominees or designees of the Parent or
the Purchaser for election to the Company's Board of Directors, the accuracy of
the Company's documents and reports filed with the Commission, the Company's
financial statements and financial condition, the absence of certain changes or
events which, individually or in the aggregate, have had or would reasonably be
expected to have, a Material Adverse Effect (as defined below), the absence of
certain litigation, the Company's employee benefit plans, tax matters,
environmental matters, intellectual property matters, that the Company has taken
all necessary action so that none of the execution of the Merger Agreement, the
making of the Offer, the acquisition of Shares pursuant to the Offer or the
consummation of the Merger will cause the Rights to become exercisable, cause
any person to become an Acquiring Person or give rise to a Distribution Date or
a Triggering Event and that, since July 1, 1994, no event has occurred and no
circumstance has arisen which would reasonably be expected to result in a
failure to satisfy any of the conditions to the Offer.
Under the Merger Agreement, the term "Material Adverse Effect" means any
change or effect that is or is reasonably likely to be materially adverse to the
business, assets, financial condition or results of operations of the Company
and its subsidiaries taken as a whole.
In the Merger Agreement, the Parent and the Purchaser have made customary
representations and warranties, including without limitation that the Purchaser
is highly confident that it has or will have available to it all funds necessary
to satisfy the obligation to pay the purchase price of the Shares pursuant to
the Offer and the consideration to be paid pursuant to the Merger.
Conditions to Merger. The respective obligations of each party to the
Merger Agreement to effect the Merger are subject to the satisfaction at or
prior to the Effective Time of the following conditions: (i) if required by the
MBCA, the Merger Agreement shall have been approved by the affirmative vote of
the shareholders of the Company by the requisite vote in accordance with the
Articles and the MBCA; (ii) no statute, rule, regulation, executive order,
decree, ruling, injunction or other order (whether
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temporary, preliminary or permanent) shall have been enacted, entered,
promulgated or enforced by any United States or state court or governmental
authority which prohibits, restrains, enjoins or restricts the consummation of
the Merger; (iii) any waiting period applicable to the Merger under the HSR Act
shall have terminated or expired; and (iv) the Purchaser shall have purchased
Shares pursuant to the Offer.
Termination. The Merger Agreement may be terminated and the Merger
contemplated thereby may be abandoned at any time prior to the Effective Time,
notwithstanding approval thereof by the shareholders of the Company: (i) by
mutual written consent of the Parent, the Purchaser and the Company; (ii) by the
Parent or the Company if any court of competent jurisdiction or other
governmental body located or having jurisdiction within the United States or any
country or economic region in which either the Company or the Parent, directly
or indirectly, has material assets or operations, shall have issued a final
order, decree or ruling or taken any other final action restraining, enjoining
or otherwise prohibiting the Offer or the Merger and such order, decree, ruling
or other action is or shall have become final and nonappealable; (iii) by the
Parent if due to an occurrence or circumstance which would result in a failure
to satisfy any of the conditions to the Offer, the Purchaser shall have (A)
failed to amend the Offer as provided in the Merger Agreement, (B) terminated
the Offer or (C) failed to pay for Shares pursuant to the Offer on or prior to
the Outside Date (as defined below); (iv) by the Company if (A) there shall not
have been a material breach of any representation, warranty, covenant or
agreement on the part of the Company, and the Purchaser shall have (x)
terminated the Offer or (y) failed to pay for Shares pursuant to the Offer on or
prior to the Outside Date or (B) prior to the purchase of Shares pursuant to the
Offer, any person shall have made a bona fide offer to acquire the Company (x)
that the Board of Directors has determined in its good faith judgment is more
favorable to the Company's shareholders than the Offer and the Merger and (y) as
a result of which the Board of Directors is obligated by its fiduciary duty
under applicable law to terminate the Merger Agreement, provided that such
termination shall not be effective until the Company has made payment of the
full fee required as described under "Fees and Expenses" below and has deposited
with a mutually acceptable escrow agent $50 million for reimbursement to the
Parent of expenses in accordance with such paragraph; or (v) by the Parent prior
to the purchase of Shares pursuant to the Offer, if (A) there shall have been a
breach of any representation or warranty on the part of the Company which would
reasonably be expected to either have a Material Adverse Effect (as defined in
the Merger Agreement) or prevent the consummation of the Offer, (B) there shall
have been a breach of any covenant or agreement on the part of the Company which
would reasonably be expected to either have a Material Adverse Effect or prevent
the consummation of the Offer, which shall not have been cured prior to the
earlier of (x) 10 days following notice of such breach and (y) two business days
prior to the date on which the Offer expires, (C) the Board of Directors shall
have withdrawn or modified (including by amendment of the Schedule 14D-9) in a
manner adverse to the Purchaser its approval or recommendation of the Offer, the
Merger Agreement or the Merger or shall have recommended another offer or
transaction, or shall have resolved to effect any of the foregoing or (D) the
Minimum Condition shall not have been satisfied by the Expiration Date and on or
prior to the Expiration Date (x) any person (other than the Parent or the
Purchaser) shall have made a proposal or public announcement or communication to
the Company with respect to a Third Party Acquisition (as defined below) or (y)
any person (including the Company or any of its subsidiaries or affiliates),
other than the Parent or any of its affiliates, shall have become the beneficial
owner of 19.9% or more of the Shares. "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, 10
business days after substantial compliance with any such request 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.
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In the event of the termination of the Merger Agreement, the Merger
Agreement shall forthwith become void and there shall be no liability on the
part of any party thereto except as described under "Fees and Expenses" below or
as otherwise expressly provided for in the Merger Agreement; provided, however,
that nothing in the Merger Agreement will relieve any party from liability for
any breach thereof.
Fees and Expenses. Under the Merger Agreement, if: (i) the Parent
terminates the Merger Agreement pursuant to clause (v)(A) or (B) under
"Termination" above, or if the Company terminates the Merger Agreement pursuant
to clause (iv)(A) under "Termination" above, and, within 12 months thereafter,
the Company enters into an agreement with respect to a Third Party Acquisition,
or a Third Party Acquisition occurs, involving any party (or any affiliate or
associate thereof) (x) with whom the Company (or its agents) had any discussions
with respect to a Third Party Acquisition, (y) to whom the Company (or its
agents) furnished information with respect to or with a view to a Third Party
Acquisition or (z) who had submitted a proposal or expressed any interest
publicly or to the Company in a Third Party Acquisition, in the case of each of
clauses (x), (y) and (z) prior to such termination; or (ii) the Parent
terminates the Merger Agreement pursuant to clause (v)(A) or (B) under
"Termination" above, or if the Company terminates the Merger Agreement pursuant
to clause (iv)(A) under "Termination" above, and within 12 months thereafter a
Third Party Acquisition occurs involving a direct or indirect consideration (or
implicit valuation) for Shares (including the value of any stub equity) in
excess of the amount payable per Share pursuant to the Offer; or (iii) the
Parent terminates the Merger Agreement pursuant to clause (v)(C) or (D) under
"Termination" above, or the Company terminates the Merger Agreement pursuant to
clause (iv)(B) under "Termination" above or otherwise under circumstances that
would have permitted the Parent to terminate the Merger Agreement under clause
(v)(D) under "Termination" above, then the Company shall pay to the Parent and
the Purchaser, within one business day following the execution and delivery of
such agreement or such occurrence, as the case may be, or simultaneously with
any termination contemplated by clause (iii) above, a fee, in cash, of $100
million, provided, however, that the Company in no event shall be obligated to
pay more than one such $100 million fee with respect to all such agreements and
occurrences and such termination. "Third Party Acquisition" means the occurrence
of any of the following events: (i) the acquisition of the Company by merger,
tender offer or otherwise by any person other than the Parent, the Purchaser or
any affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party
of 19.9% or more of the total assets of the Company and its subsidiaries, taken
as a whole; (iii) the acquisition by a Third Party of 19.9% or more of the
outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or
the declaration or payment of an extraordinary dividend; or (v) the repurchase
by the Company or any of its subsidiaries of 19.9% or more of the outstanding
Shares, other than a repurchase which was not approved by the Company or
publicly announced prior to the termination of the Merger Agreement and which is
not part of a series of transactions resulting in a change of control.
In addition, the Merger Agreement provides that, upon the termination of
the Merger Agreement (i) under circumstances in which the Parent or the
Purchaser shall have been entitled to terminate the Merger Agreement pursuant to
clause (v)(A) or (B) under "Termination" above (whether or not expressly
terminated on such basis) or (ii) under circumstances in which the Company shall
be obligated to pay a fee as described in the preceding paragraph, the Company
shall reimburse the Parent, the Purchaser and their affiliates (not later than
one business day after submission of statements therefor) for all actual
documented out-of-pocket fees and expenses actually incurred by any of them or
on their behalf in connection with the Offer and the Merger and the consummation
of all transactions contemplated by the Merger Agreement (including, without
limitation, fees and disbursements payable to financing sources, investment
bankers, counsel to the Purchaser or the Parent or any of the foregoing, and
accountants).
Amendments. The Merger Agreement may be amended by the parties by action
taken by or on behalf of their respective Boards of Directors at any time prior
to the Effective Time; provided, however, that, after approval of the Merger by
the shareholders of the Company, no amendment may be made
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which would reduce the amount or change the type of consideration into which
each Share shall be converted upon consummation of the Merger.
8. CERTAIN CONDITIONS OF THE OFFER. Pursuant to the Merger Agreement, the
conditions of the Offer are amended and restated in their entirety as follows:
Notwithstanding any other provision of the Offer, the Purchaser shall not
be required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act
(relating to the Purchaser's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer), pay for any Shares
tendered pursuant to the Offer, and may postpone the acceptance for payment or,
subject to the restriction referred to above, payment for any Shares tendered
pursuant to the Offer, and may amend or terminate the Offer (whether or not any
Shares have theretofore been purchased or paid for) if, prior to the expiration
of the Offer, (i) the Minimum Condition shall not have been satisfied or (ii) at
any time on or after August 16, 1994 and prior to the acceptance for payment of
Shares, any of the following conditions occurs or has occurred or the Purchaser
makes a good faith determination that any of the following conditions has
occurred:
(i) there shall have been any action or proceeding brought by any
governmental authority before any federal or state court, or any order or
preliminary or permanent injunction entered in any action or proceeding
before any federal or state court or governmental, administrative or
regulatory authority or agency, located or having jurisdiction within the
United States or any country or economic region in which either the Company
or the Parent, directly or indirectly, has material assets or operations,
or any other action taken, proposed or threatened, or statute, rule,
regulation, legislation, interpretation, judgment or order proposed,
sought, enacted, entered, enforced, promulgated, amended, issued or deemed
applicable to the Purchaser, the Company or any subsidiary or affiliate of
the Purchaser or the Company or the Offer or the Merger, by any legislative
body, court, government or governmental, administrative or regulatory
authority or agency located or having jurisdiction within the United States
or any country or economic region in which either the Company or the
Parent, directly or indirectly, has material assets or operations, which
could reasonably be expected to have the effect of: (i) making illegal, or
otherwise directly or indirectly restraining or prohibiting or making
materially more costly, the making of the Offer, the acceptance for payment
of, payment for, or ownership, directly or indirectly, of some of or all
the Shares by the Parent or the Purchaser, the consummation of any of the
transactions contemplated by the Merger Agreement or materially delaying
the Merger; (ii) prohibiting or materially limiting the ownership or
operation by the Company or any of its subsidiaries, or by the Parent, the
Purchaser or any of the Parent's subsidiaries of all or any material
portion of the business or assets of the Company or any of its material
subsidiaries or the Parent or any of its subsidiaries, or compelling the
Purchaser, the Parent or any of the Parent's subsidiaries to dispose of or
hold separate all or any material portion of the business or assets of the
Company or any of its material subsidiaries or the Parent or any of its
subsidiaries, as a result of the transactions contemplated by the Offer or
the Merger Agreement; (iii) imposing or confirming limitations on the
ability of the Purchaser, the Parent or any of the Parent's subsidiaries
effectively to acquire or hold or to exercise full rights of ownership of
Shares, including, without limitation, the right to vote any Shares
acquired or owned by the Parent or the Purchaser or any of the Parent's
subsidiaries on all matters properly presented to the shareholders of the
Company, including, without limitation, the adoption and approval of the
Merger Agreement and the Merger or the right to vote any shares of capital
stock of any subsidiary (other than immaterial subsidiaries) directly or
indirectly owned by the Company; (iv) requiring divestiture by the Parent
or the Purchaser, directly or indirectly, of any Shares; or (v) which would
reasonably be expected to materially adversely affect the business,
financial condition or results of operations of the Company and its
subsidiaries taken as a whole or the value of the Shares or of the Offer to
the Purchaser or the Parent;
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(ii) there shall have occurred, or the Purchaser shall have become
aware of any fact that would reasonably be expected to have, a Material
Adverse Effect;
(iii) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market in the United States, (ii) any
extraordinary or material adverse change in the market price of the Shares
or in the United States securities or financial markets generally,
including, without limitation, a decline of at least 25% in either the Dow
Jones Average of Industrial Stocks or the Standard & Poor's 500 index from
August 17, 1994, (iii) any material adverse change or any condition, event
or development involving a prospective material adverse change in United
States or other material international currency exchange rates or a
suspension of, or limitation on, the markets therefor, (iv) a declaration
of a banking moratorium or any suspension of payments in respect of banks
in the United States, (v) any limitation (whether or not mandatory) by any
government or governmental, administrative or regulatory authority or
agency, domestic or foreign, on, or any other event that could reasonably
be expected to materially adversely affect, the extension of credit by
banks or other lending institutions, (vi) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States which would reasonably be expected
to have a Material Adverse Effect or materially adversely affect (or
materially delay) the consummation of the Offer or (vii) in the case of any
of the foregoing existing at the time of commencement of the Offer, a
material acceleration or worsening thereof;
(iv) (i) it shall have been publicly disclosed or the Purchaser shall
have otherwise learned that beneficial ownership (determined for the
purposes of this paragraph as set forth in Rule 13d-3 promulgated under the
Exchange Act) of 19.9% or more of the outstanding Shares has been acquired
by any corporation (including the Company or any of its subsidiaries or
affiliates), partnership, person or other entity or group (as defined in
Section 13(d)(3) of the Exchange Act), other than the Parent or any of its
affiliates, or (ii) (A) the Board of Directors of the Company or any
committee thereof shall have withdrawn or modified in a manner adverse to
the Parent or the Purchaser the approval or recommendation of the Offer,
the Merger or the Merger Agreement, or approved or recommended any takeover
proposal or any other acquisition of Shares other than the Offer and the
Merger, (B) any such corporation, partnership, person or other entity or
group shall have entered into a definitive agreement or an agreement in
principle with the Company with respect to a tender offer or exchange offer
for any Shares or a merger, consolidation or other business combination
with or involving the Company or any of its subsidiaries or (C) the Board
of Directors of the Company or any committee thereof shall have resolved to
do any of the foregoing;
(v) any of the representations and warranties of the Company set forth
in the Merger Agreement that are qualified as to materiality shall not be
true and correct or any such representations and warranties that are not so
qualified shall not be true and correct in any material respect, in each
case as if such representations and warranties were made at the time of
such determination;
(vi) the Company shall have failed to perform in any material respect
any obligation or to comply in any material respect with any agreement or
covenant of the Company to be performed or complied with by it under the
Merger Agreement;
(vii) the Merger Agreement shall have been terminated in accordance
with its terms or the Offer shall have been amended or terminated with the
consent of the Company; or
(viii) any waiting periods under the HSR Act applicable to the
purchase of Shares pursuant to the Offer shall not have expired or been
terminated, or any material approval, permit, authorization, consent or
waiting period of any domestic, foreign or supranational governmental,
administrative or regulatory agency (federal, state, local, provincial or
otherwise) located or having jurisdiction within the United States or any
country or economic region in which either the Company or the Parent,
directly or indirectly, has material assets or operations, shall not have
been obtained or satisfied on terms satisfactory to the Parent in its
reasonable discretion;
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which, in the reasonable judgment of the Purchaser with respect to each and
every matter referred to above and regardless of the circumstances (including
any action or inaction by the Purchaser or any of its affiliates not
inconsistent with the terms hereof) giving rise to any such condition, makes it
inadvisable to proceed with the Offer or with such acceptance for payment of or
payment for Shares or to proceed with the Merger.
The foregoing conditions are for the sole benefit of the Purchaser and may
be asserted by the Purchaser regardless of the circumstances giving rise to any
such condition or may be waived by the Purchaser in whole or in part at any time
and from time to time in its sole discretion (subject to the terms of the Merger
Agreement). The failure by the Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right, the waiver of
any such right with respect to particular facts and other circumstances shall
not be deemed a waiver with respect to any other facts and circumstances, and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time.
9. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required by the
Purchaser to purchase all of the outstanding Shares and pay related fees and
expenses is expected to be approximately $9.8 billion. The Purchaser will obtain
such funds through capital contributions by the Parent and/or various wholly
owned direct or indirect subsidiaries of the Parent. The Parent and/or such
subsidiaries will obtain such funds (i) from borrowings by such entities from
commercial banks and/or through privately placed short-term notes of such
entities and (ii) from their general corporate funds.
In the Merger Agreement, the Purchaser has represented and warranted that
it is highly confident that it has or will have available to it all funds
necessary to satisfy the obligation to pay the purchase price of the Shares
pursuant to the Offer and the consideration to be paid pursuant to the Merger.
The Offer is not conditioned upon the Purchaser obtaining financing.
Chemical Securities Inc., as advisor and arranger to the Parent, has agreed
to use its best efforts to form a syndicate of financial institutions to provide
a bank credit facility in connection with the consummation of the Offer and the
Merger. See Section 9 of the Offer to Purchase for a description of the
Commitment Letter the Parent has received from Chemical Bank, which provides
that Chemical Bank will provide, on specified terms and subject to specified
conditions, $1.2 billion of the bank financing.
10. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS. Defensive Tactics
Litigation. Pursuant to the Merger Agreement, on August 17, 1994, the Parent
filed with the court in the Defensive Tactics Litigation a notice of dismissal
without prejudice of all claims against the Company without costs to any party.
See Section 7 of this Supplement.
HSR Act. On August 10, 1994, the Parent filed with the Federal Trade
Commission (the "FTC") and the Antitrust Division its Premerger Notification and
Report Form in connection with the purchase of Shares pursuant to the Offer. The
applicable provisions of the HSR Act impose a 15-calendar day waiting period
following the Purchaser's filing. That waiting period should expire at 11:59
p.m., New York City time, on Thursday, August 25, 1994, unless such waiting
period is earlier terminated by the FTC or extended by a request from the FTC
for additional information or documentary material prior to the expiration of
the waiting period. Subsequent to filing its Premerger Notification and Report
Form, the Parent has been providing the FTC with such additional information as
they have requested.
EEA Merger Regulation. Under Regulation (EEC) No. 4064/89 (the "Merger
Regulation") and Article 57 of the European Economic Area ("EEA") Agreement,
notices of concentrations with a "Community dimension" must be provided to the
European Commission for review and advance approval for compatibility with the
common market. On August 16, 1994, the Parent filed its Form CO Relating to the
Notification of a Concentration Pursuant to Council Regulation (EEC) No. 4064/89
with the European Commission. Under the Merger Regulation, an automatic
three-week suspension period commences upon receipt of the notification. That
period should expire on September 7, 1994,
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unless the European Commission decides to extend the suspension period for such
period as it finds necessary to make a final decision on the legality of the
transaction. The Parent intends to provide such additional information as the
European Commission may request.
Canadian Pre-Merger Notification Requirements. Canada's Competition Act
requires pre-notification of certain significant corporate transactions to the
Director of Investigation and Research appointed under the Competition Act (the
"Canadian Director"). The Parent currently expects to file the required notice
and information with the Canadian Director on August 23, 1994. Based on the
information filed on such date, a waiting period will expire on September 13,
1994, although the Canadian Director may waive the waiting period. The Parent
intends to provide such additional information as the Canadian Director may
request, if any.
11. MISCELLANEOUS. The Parent and the Purchaser have filed with the
Commission amendments to the Tender Offer Statement on Schedule 14D-1 pursuant
to Rule 14d-3 of the General Rules and Regulations under the Exchange Act
furnishing certain additional information with respect to the Offer, and may
file further amendments thereto. The Tender Offer Statement on Schedule 14D-1
and any and all amendments thereto, including exhibits, may be examined and
copies may be obtained from the Commission in the same manner as described in
Section 7 of the Offer to Purchase with respect to information concerning the
Company (except that the amendments will not be available at the regional
offices of the Commission).
Except as modified by this Supplement, the terms and conditions set forth
in the Offer to Purchase remain applicable in all respects to the Offer and this
Supplement should be read in conjunction with the Offer to Purchase and the
related Letter of Transmittal.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR THE PARENT NOT CONTAINED IN THE
OFFER TO PURCHASE AND HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED.
AC ACQUISITION CORP.
August 23, 1994
21
<PAGE>
Facsimile copies of a Letter of Transmittal, properly completed and duly
executed, will be accepted. A Letter of Transmittal, certificates for Shares
and/or Rights and any other required documents should be sent or delivered by
each shareholder of the Company or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary as follows:
THE DEPOSITARY FOR THE OFFER IS:
CHEMICAL BANK
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
Chemical Bank (for Eligible Institutions only) Chemical Bank
Reorganization Department (212) 629-8015 55 Water Street
P.O. Box 3085 (212) 629-8016 Second Floor--Room 234
G.P.O. Station Confirm by Telephone: New York, New York 10041
New York, New York (212) 613-7137 Attention:
10116-3085 Reorganization Department
</TABLE>
Any questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager at their respective telephone numbers
and addresses listed below. Additional copies of this Supplement, the Offer to
Purchase, a Letter of Transmittal and a Notice of Guaranteed Delivery may also
be obtained from the Information Agent. You may also contact your broker,
dealer, commercial bank or trust company for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
<TABLE>
<S> <C>
UNITED STATES EUROPE
77 Water Street Royex House, Aldermanbury Square
New York, New York 10005 London, England EC2V 7HR
1-800-755-3106 (Toll Free) (44) 71 600 5005 (Collect)
</TABLE>
THE DEALER MANAGER FOR THE OFFER IS:
GLEACHER & CO. INC.
667 Madison Avenue
New York, New York 10021
(212) 418-4281 (Collect)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
AMERICAN CYANAMID COMPANY
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 10, 1994
AND THE SUPPLEMENT THERETO
DATED AUGUST 23, 1994
BY
AC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
AMERICAN HOME PRODUCTS CORPORATION
THE OFFER IS EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 14, 1994,
UNLESS FURTHER EXTENDED.
The Depositary for the Offer is:
CHEMICAL BANK
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
Chemical Bank (for Eligible Institutions only) Chemical Bank
Reorganization Department (212)629-8015 55 Water Street
P.O. Box 3085 (212)629-8016 Second Floor--Room 234
G.P.O. Station Confirm by Telephone: New York, New York 10041
New York, New York (212)613-7137 Attention:
10116-3085 Reorganization Department
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
While the original (green) Letter of Transmittal previously circulated with
the Offer to Purchase dated August 10, 1994 refers only to such Offer to
Purchase, shareholders using such document to tender their Shares and Rights (as
such terms are defined below) will nevertheless receive $101 per Share for each
Share validly tendered and not properly withdrawn and accepted for payment
pursuant to the Offer (as defined below), subject to the conditions of the
Offer. Shareholders who have previously validly tendered and not properly
withdrawn their Shares pursuant to the Offer are not required to take any
further action to receive, subject to the conditions of the Offer, the increased
tender price of $101 per Share if Shares are accepted for payment and paid for
by the Purchaser (as defined below) pursuant to the Offer.
This revised Letter of Transmittal or the previously circulated original
(green) Letter of Transmittal is to be completed by shareholders, either if
certificates for Shares or Rights are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase) is utilized, if tenders of
Shares or Rights are to be made by book-entry transfer into the account of
Chemical Bank, as Depositary (the "Depositary"), at The Depository Trust Company
("DTC"), the Midwest Securities Trust Company ("MSTC") or the Philadelphia
Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and
collectively the "Book-Entry Transfer Facilities") pursuant to the procedures
set forth in Section 3 of the Offer to Purchase. Shareholders who tender Shares
or Rights by book-entry transfer are referred to herein as "Book-Entry
Shareholders".
<PAGE>
The Merger Agreement (as defined in the Supplement described below)
provides that, immediately prior to consummation of the Offer, the Company (as
defined below) will redeem the outstanding 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 redemption price of $.02 per Right. Unless and until the Rights have
been redeemed, holders of Shares will be required to tender one-half of one
Right for each Share tendered in order to effect a valid tender of such Share.
If the Distribution Date (as defined in the Offer to Purchase) has not occurred
prior to the time Shares are tendered pursuant to the Offer, a tender of Shares
will also constitute a tender of the associated Rights. See Section 3 of the
Offer to Purchase. If the Distribution Date has occurred, and certificates
representing Rights (the "Rights Certificates") have been distributed to holders
of Shares, such holders of Shares will be required to tender Rights Certificates
representing a number of Rights equal to one-half of the number of Shares being
tendered in order to effect a valid tender of such Shares. If, as required by
the Merger Agreement, the Rights are redeemed by the Board of Directors prior to
the consummation of the Offer, tendering shareholders who are holders of record
as of the applicable record date will be entitled to receive and retain the
redemption price of $.02 per Right in accordance with the Rights Agreement.
Holders of Shares and Rights whose certificates for such Shares (the "Share
Certificates") and, if applicable, Rights Certificates are not immediately
available or who cannot deliver their Share Certificates or, if applicable,
Rights Certificates and all other required documents to the Depositary prior to
the Expiration Date (as defined in the Supplement), or who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Shares
and Rights according to the guaranteed delivery procedure set forth in Section 3
of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
<TABLE>
DESCRIPTION OF SHARES TENDERED
<CAPTION>
<S> <C> <C>
SHARE CERTIFICATE(S) AND SHARE(S)
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS (ATTACH ADDITIONAL SIGNED LIST IF
NAME(S) APPEAR(S) ON CERTIFICATE(S)) NECESSARY)
TOTAL NUMBER
OF SHARES
SHARE REPRESENTED
CERTIFICATE BY
NUMBER(S)* CERTIFICATE(S)*
_____________ ________________
_____________ ________________
_____________ ________________
_____________ ________________
Total Shares..........................
<CAPTION>
DESCRIPTION OF SHARES TENDERED
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS
NAME(S) APPEAR(S) ON CERTIFICATE(S))
NUMBER
OF SHARES
TENDERED**
_____________
_____________
_____________
_____________
</TABLE>
* Need not be completed by Book-Entry Shareholders.
** Unless otherwise indicated, all Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
DESCRIPTION OF RIGHTS TENDERED*
<TABLE>
<CAPTION>
<S> <C> <C>
RIGHTS CERTIFICATE(S) AND RIGHTS
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS (ATTACH ADDITIONAL SIGNED LIST IF
NAME(S) APPEAR(S) ON CERTIFICATE(S)) NECESSARY)
TOTAL NUMBER
OF RIGHTS
RIGHTS REPRESENTED
CERTIFICATE BY RIGHTS
NUMBER(S)** CERTIFICATE(S)**
_____________ ________________
_____________ ________________
_____________ ________________
_____________ ________________
Total Rights..........................
<CAPTION>
DESCRIPTION OF RIGHTS TENDERED*
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS
NAME(S) APPEAR(S) ON CERTIFICATE(S))
NUMBER
OF RIGHTS
TENDERED***
_____________
_____________
_____________
_____________
</TABLE>
* Need not be completed if the Distribution Date (as defined below) has
not occurred.
** Need not be completed by Book-Entry Shareholders.
*** Unless otherwise indicated, all Rights represented by certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
<PAGE>
/ / CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution _______________________________________
Check box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number _________________________________
Transaction Code Number ________________________
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): _____________________________________
Window Ticket Number (if any): ______________________________________
Date of Execution of Notice of Guaranteed
Delivery: ________________________________________________________
Name of Institution that Guaranteed
Delivery: _________________________________________________________
If delivered by Book-Entry Transfer check box of Book-Entry Transfer
Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number _________________________________
Transaction Code Number ________________________
<PAGE>
/ / CHECK HERE IF RIGHTS ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution _____________________________________
Check box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number _________________________________
Transaction Code Number ________________________
/ / CHECK HERE IF RIGHTS ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): _____________________________________
Window Ticket Number (if any): ______________________________________
Date of Execution of Notice of Guaranteed
Delivery: ________________________________________________________
Name of Institution that Guaranteed
Delivery: _________________________________________________________
If delivered by Book-Entry Transfer check box of Book-Entry Transfer
Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number ________________________________
Transaction Code Number _______________________
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to AC Acquisition Corp., a Delaware
corporation (the "Purchaser"), a wholly owned subsidiary of American Home
Products Corporation, a Delaware corporation ("Parent"), the above-described
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
redeemed by the Company) the associated Rights, at a purchase price of $101 per
Share, 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 (the "Offer to Purchase"), as amended and supplemented by the Supplement
thereto dated August 23, 1994 (the "Supplement"), and in the related Letter of
Transmittal (which together with the Offer to Purchase and the Supplement
constitute the "Offer"). Unless the context requires otherwise, all references
to Shares shall be deemed to refer also to the associated Rights. The
undersigned understands that the Purchaser reserves the right to transfer or
assign, in whole or from time to time in part, to one or more of its affiliates,
the right to purchase all or any portion of the Shares or Rights (if applicable)
tendered pursuant to the Offer, receipt of which is hereby acknowledged.
The undersigned understands that if the Distribution Date (as defined in
the Offer to Purchase) has occurred and certificates representing Rights (the
"Rights Certificates") have been distributed to holders of Shares prior to the
date of tender of the Shares and Rights tendered herewith, Rights Certificates
representing a number of Rights equal to one-half of the number of Shares being
tendered herewith must be delivered to the Depositary or, if available, a
Book-Entry Confirmation received with respect thereto, in order for the Shares
tendered herewith to be validly tendered. If the Distribution Date has occurred
and Rights Certificates have not been distributed prior to the time Shares and
Rights are tendered herewith, the undersigned agrees to deliver Rights
Certificates representing a number of Rights equal to one-half of the number of
Shares tendered herewith to Chemical Bank (the "Depositary") within five
business days after the date such Rights Certificates are distributed. A tender
of Shares without Rights Certificates constitutes an agreement by the tendering
shareholder to deliver Rights Certificates representing a number of Rights equal
to one-half the number of Shares tendered pursuant to the Offer to the
Depositary within five business days after the date such Rights Certificates are
distributed. The undersigned understands that if the Rights are not redeemed,
the Purchaser reserves the right to require that the Depositary receive such
Rights Certificates prior to accepting Shares for payment. In that event,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of, among other things,
Rights Certificates, if Rights Certificates have been distributed to holders of
Shares.
Subject to, and effective upon, acceptance for payment for the Shares and
Rights (if applicable) tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the order
of, the Purchaser all right, title and interest in and to all of the Shares that
are being tendered hereby and any and all dividends, except for the regular
quarterly cash dividend in the amount of $.4625 per Share declared by the Board
of Directors of the Company on August 16, 1994, distributions (including
additional Shares) or rights declared, paid or issued with respect to the
tendered Shares on or after August 9, 1994 and payable or distributable to the
undersigned on a date prior to the transfer to the name of the Purchaser or
nominee or transferee of the Purchaser on the Company's stock transfer records
of the Shares tendered herewith (except that if the Rights are redeemed by the
Company's Board of Directors in accordance with the terms of the Rights
Agreement, tendering shareholders who are holders of record as of the applicable
record date will be entitled to receive and retain the redemption price of $.02
per Right in accordance with the Rights Agreement) (collectively, a
"Distribution"), and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares and Rights (if
applicable) (and any Distribution) with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest) to
(a) deliver such Share Certificates (as defined herein) and Rights Certificates
(if applicable) (and any Distribution), or transfer ownership of such Shares and
Rights (if applicable) (and any Distribution) on the account books maintained by
a Book-Entry Transfer Facility, together in either case with appropriate
evidences of transfer, to the Depositary for the account of the Purchaser, (b)
present such Shares and Rights (if applicable) (and any Distribution) for
transfer on the books of the Company and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares and Rights (if
applicable) (and any Distribution), all in accordance with the terms and subject
to the conditions of the Offer.
<PAGE>
The undersigned irrevocably appoints designees of the Purchaser as such
shareholder's proxy, with full power of substitution, to the full extent of such
shareholder's rights with respect to the Shares and Rights (if applicable)
tendered by such shareholder and accepted for payment by the Purchaser and with
respect to any and all other Shares or other securities issued or issuable in
respect of such Shares on or after August 9, 1994. Such appointment will be
effective when, and only to the extent that, the Purchaser accepts such Shares
for payment. Upon such acceptance for payment, all prior proxies given by such
shareholder with respect to such Shares and Rights (if applicable) (and such
other shares and securities) will be revoked without further action, and no
subsequent proxies may be given nor any subsequent written consents executed
(and, if given or executed, will not be deemed effective). The designees of the
Purchaser will be empowered to exercise all voting and other rights of such
shareholder as they in their sole discretion may deem proper at any annual or
special meeting of the Company's shareholders or any adjournment or postponement
thereof, by written consent in lieu of any such meeting or otherwise. The
Purchaser reserves the right to require that, in order for Shares and Rights (if
applicable) to be deemed validly tendered, immediately upon the Purchaser's
payment for such Shares and Rights (if applicable), the Purchaser must be able
to exercise full voting rights with respect to such Shares and Rights (if
applicable).
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the Shares and
Rights (if applicable) tendered hereby (and any Distribution) and (b) when the
Shares and Rights (if applicable) are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title to the Shares and
Rights (if applicable) (and any Distribution), free and clear of all liens,
restrictions, charges and encumbrances, and the same will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete the sale, assignment and transfer of the Shares and
Rights (if applicable) tendered hereby (and any Distribution). In addition, the
undersigned shall promptly remit and transfer to the Depositary for the account
of the Purchaser any and all Distributions in respect of the Shares and Rights
tendered hereby, accompanied by appropriate documentation of transfer; and
pending such remittance or appropriate assurance thereof, the Purchaser will be,
subject to applicable law, entitled to all rights and privileges as owner of any
such Distribution and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the Purchaser in
its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Tenders of Shares and Rights made pursuant to the Offer are irrevocable,
except that Shares and Rights tendered pursuant to the Offer may be withdrawn at
any time on or prior to the Expiration Date (as defined in the Supplement) and,
unless theretofore accepted for payment by the Purchaser pursuant to the Offer,
may also be withdrawn at any time after October 8, 1994. See Section 4 of the
Offer to Purchase.
The undersigned understands that tenders of Shares and Rights pursuant to
any of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions set forth in the
Offer, including the undersigned's representation that the undersigned owns the
Shares and Rights being tendered.
Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or issue or return any
certificate(s) for Shares and Rights (if applicable) not tendered or not
accepted for payment in the name(s) of the registered holder(s) appearing under
"Description of Shares Tendered" and "Description of Rights Tendered",
respectively. Similarly, unless otherwise indicated herein under "Special
Delivery Instructions", please mail the check for the purchase price and/or any
certificate(s) for Shares and Rights (if applicable) not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered" and "Description of Rights Tendered", respectively. In the event that
both the Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and/or any
certificate(s) for Shares and Rights (if applicable) not tendered or accepted
for payment in the name of, and deliver such check and/or such certificates to,
the person or persons so indicated. Unless otherwise indicated herein under
"Special Payment Instructions", please credit any Shares and Rights (if
applicable) tendered herewith by book-entry transfer that are not accepted for
payment by crediting the account at the Book-Entry Transfer Facility designated
above. The undersigned recognizes that the Purchaser has no obligation, pursuant
to the Special Payment Instructions, to transfer any Shares or Rights (if
applicable) from the name(s) of the registered holder(s) thereof if the
Purchaser does not accept for payment any of the Shares or Rights (if
applicable) so tendered.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be competed ONLY if certificate(s) for Shares and Rights not tendered or not
accepted for payment and/or the check for the purchase price of Shares and
Rights accepted for payment are to be issued in the name of someone other than
the undersigned or if Shares or Rights tendered by book-entry transfer which are
not accepted for payment are to be returned by credit to an account maintained
at a Book-Entry Transfer Facility.
Issue / / check / / certificates to:
Name............................................................................
(PLEASE PRINT)
Address.........................................................................
...............................................................................
(INCLUDE ZIP CODE)
...............................................................................
(TAX ID. OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
Credit Shares and Rights (if applicable) tendered by book-entry transfer that
are not accepted for payment to (Check one):
/ / DTC / / MSTC / / PDTC
...............................................................................
(DTC, MSTC or PDTC Account No.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares and Rights not tendered or not
accepted for payment and/or the check for the purchase price of Shares and
Rights (if applicable) accepted for payment are to be sent to someone other than
the undersigned or to the undersigned at an address other than that shown above.
Mail / / check / / certificates to:
Name............................................................................
(PLEASE PRINT)
Address.........................................................................
...............................................................................
(INCLUDE ZIP CODE)
...............................................................................
(TAX ID. OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
<PAGE>
SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
SIGN HERE
X.................................................................
X.................................................................
(SIGNATURE(S) OF HOLDER(S))
Dated: .......................... , 19 ..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on Share Certificate(s) or Rights Certificate(s)
or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative
capacity, please provide the following information and see
Instruction 5.)
Name(s)...........................................................
..................................................................
(PLEASE PRINT)
Capacity (full title).............................................
Address...........................................................
..................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number..................................
Tax Identification or
Social Security No.......................................
COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature............................................
Name............................................................
Name of Firm....................................................
(PLEASE PRINT)
Address...........................................................
..................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number..................................
Dated: ......................... , 19 .........................
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares and Rights (which term, for purposes of this
document, shall include any participant in a Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of Share(s) and/or
Rights) tendered herewith, unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" above, or (b) if such Share(s) and/or Right(s) are tendered for
the account of a firm which is a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or by a
commercial bank or trust company having an office or correspondent in the United
States (each of the foregoing being referred to as an "Eligible Institution").
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 5 of this Letter of
Transmittal.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
shareholders either if certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made pursuant to the procedure
for tender by book-entry transfer set forth in Section 3 of the Offer to
Purchase. Share Certificates, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Shares into the Depositary's
account at a Book-Entry Transfer Facility, as well as this Letter of Transmittal
(or a facsimile hereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth herein prior to
the Expiration Date and, unless and until the Rights have been redeemed, Rights
Certificates or timely confirmation of a book-entry transfer of Rights into the
Depositary's account at a Book-Entry Transfer Facility, if available (together
with, if Rights are forwarded separately from Shares, a properly completed and
duly executed Letter of Transmittal (or a facsimile hereof) with any required
signature guarantees, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal), must
be received by the Depositary at one of its addresses set forth herein prior to
the Expiration Date or, if later, within five business days after the date such
Rights Certificates are distributed. Shareholders whose Share Certificates or
Rights Certificates are not immediately available (including Rights Certificates
that have not yet been distributed by the Company) or who cannot deliver their
Share Certificates or Rights Certificates and all other required documents to
the Depositary prior to the Expiration Date or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis may tender their Shares
and Rights by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made
by or through an Eligible Institution; (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form made available
by the Purchaser, must be received by the Depositary prior to the Expiration
Date; (iii) the Share Certificates (or a Book-Entry Confirmation) representing
all tendered Shares, in proper form for transfer, in each case together with the
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of a book-
entry delivery, an Agent's Message) and any other documents required by this
Letter of Transmittal, must be received by the Depositary within five New York
Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such
Notice of Guaranteed Delivery; and (iv) unless and until the Rights have been
redeemed, the Rights Certificates, if issued, representing the appropriate
number of Rights or a Book Entry Confirmation, if available, in each case
together with a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), with any required signature guarantees (or, in the case of a
book-entry delivery, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within five NYSE
trading days after the date of execution of such Notice of Guaranteed Delivery
or, if later, five NYSE trading days after Rights Certificates are distributed
to shareholders, all as provided in Section 3 of the Offer to Purchase. If Share
Certificates and Rights Certificates are forwarded separately to the Depositary,
a properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
<PAGE>
THE METHOD OF DELIVERY OF SHARE CERTIFICATES OR OF RIGHTS CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares and Rights (if applicable) for
payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and Rights and any other
required information should be listed on a separate signed schedule attached
hereto.
4. PARTIAL TENDERS. (Not Applicable to Book-Entry Stockholders) If fewer
than all the Shares evidenced by any Share Certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered". If fewer than all the Rights evidenced by
any Rights Certificates submitted are to be tendered, fill in the number of
Rights which are to be tendered in the box entitled "Number of Rights Tendered".
In such cases, new Share Certificates or Rights Certificates (if the Rights have
not been redeemed), as the case may be, for the Shares or Rights that were
evidenced by your old Share Certificates or Rights Certificates, but were not
tendered by you, will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by Share Certificates and all Rights
represented by Rights Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
and Rights tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares and Rights tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares and Rights are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares and Rights listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required unless payment is to be made to or
certificates for Shares or Rights not tendered or not purchased are to be issued
in the name of a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the certificate(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
Unless and until the Rights have been redeemed, if Rights Certificates have
been distributed to holders of Shares, such holders are required to tender
Rights Certificate(s) representing a number of Rights equal to one-half of the
number of Shares tendered in order to effect a valid tender of such Shares. It
is necessary that shareholders follow all signature requirements of this
Instruction 5 with respect to the Rights in order to tender such Rights.
<PAGE>
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Shares and Rights (if applicable) to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or if certificates for Shares and Rights (if applicable) not
tendered or accepted for payment are to be registered in the name of, any person
other than the registered holder(s), or if tendered certificates are registered
in the name of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such person) payable on account of the transfer to such
person will be deducted from the purchase price unless satisfactory evidence of
the payment of such taxes or an exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in
the name of, and/or certificates for Shares and Rights not tendered or not
accepted for payment are to be issued or returned to, a person other than the
signer of this Letter of Transmittal or if a check and/or such certificates are
to be returned to a person other than the signer of this Letter of Transmittal
or to an address of the signer other than that shown in this Letter of
Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed. Book-Entry Shareholders may request that Shares and/or Rights not
accepted for payment be credited to such account maintained at a Book-Entry
Transfer Facility as such Book-Entry Shareholder may designate under "Special
Payment Instructions". If no such instructions are given, such Shares or Rights
not accepted for payment will be returned by crediting the account at the
Book-Entry Transfer Facility designated above.
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser in whole or in part at any time and from time to time in its sole
discretion.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a shareholder whose tendered Shares or Rights (if applicable) are
accepted for payment is required to provide the Depositary with such
shareholder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below. If the Depositary is not provided with the correct TIN, the Internal
Revenue Service may subject the shareholder or other payee to a $50 penalty. In
addition, payments that are made to such shareholder or other payee with respect
to Shares or Rights (if applicable) purchased pursuant to the Offer may be
subject to 31% backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the shareholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Depositary.
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares and Rights or of the last transferee appearing on the transfers attached
to, or endorsed on, the Shares and Rights. If the Shares or Rights are in more
than one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
<PAGE>
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, the Supplement, this Letter of Transmittal and
the Notice of Guaranteed Delivery may also be obtained from the Information
Agent or from brokers, dealers, commercial banks or trust companies.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Shares or Rights has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary. The shareholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE.
<PAGE>
PAYER'S NAME: CHEMICAL BANK
Part 1--PLEASE PROVIDE
YOUR TIN IN
SUBSTITUTE THE BOX AT THE RIGHT
Form W-9 AND CERTIFY BY SIGNING Social Security Number
AND DATING BELOW. or Employer
Identification Number
-----------------------------
Part 2--Certification--Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me) and
Department of
the Treasury (2) I am not subject to backup withholding because:
Internal Revenue Service (a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
PAYER'S REQUEST FOR withholding as a result of a failure to report
TAXPAYER IDENTIFICATION all interest or dividends, or (c) the IRS has
NUMBER ("TIN") notified me that I am no longer subject to backup
withholding.
Certification Instructions--You must cross out
item (2) above if you have been notified by the
IRS that you are currently subject to backup
withholding because of under-reporting interest
or dividends on your tax return. However, if
after being notified by the IRS that you were
subject to backup withholding you received
another notification from the IRS that you are no
longer subject to backup withholding, do not
cross out such Item (2).
SIGN SIGNATURE..................................... Part 3--
HERE Awaiting TIN / /
DATE.........................., 1994
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld,
but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
Signature.................................. Date.................. , 1994
<PAGE>
The Information Agent for the Offer is:
D.F. KING & CO., INC.
UNITED STATES EUROPE
77 Water Street Royex House, Aldermanbury Square
New York, New York 10005 London, England EC2V 7HR
1-800-755-3106 (Toll Free) (44) 71 600 5005 (Collect)
The Dealer Manager for the Offer is:
GLEACHER & CO. INC.
667 Madison Avenue
New York, New York 10021
(212) 418-4281 (Collect)
August 23, 1994
NOTICE OF GUARANTEED DELIVERY
TO
TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
AMERICAN CYANAMID COMPANY
As set forth in Section 3 of the Offer to Purchase described below,
this instrument or one substantially equivalent hereto must be used to accept
the Offer (as defined below) if certificates for Shares (as defined below) and
the associated Preferred Stock Purchase Rights (the "Rights") are not
immediately available or the certificates for Shares or Rights and all other
required documents cannot be delivered to the Depositary on or prior to the
Expiration Date (as defined in the Supplement described below) or if the
procedure for delivery by book-entry transfer cannot be completed on a timely
basis. This instrument may be delivered by hand or transmitted by facsimile
transmission or mail to the Depositary.
The Depositary for the Offer is:
CHEMICAL BANK
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or Overnight Delivery:
Chemical Bank (for Eligible Institutions only) Chemical Bank
Reorganization Department (212) 629-8015 55 Water Street
P.O. Box 3085 (212) 629-8016 Second Floor--Room 234
G.P.O. Station New York, New York 10041
New York, New York Confirm by Telephone: Attention:
10116-3085 (212) 613-7137 Reorganization Department
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to AC Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of American Home Products Corporation,
a Delaware corporation, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated August 10, 1994 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto dated August 23, 1994 (the
"Supplement"), and in the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares of Common Stock, $5.00 par value per share (the "Shares"), and the number
of Rights, indicated below, of American Cyanamid Company, a Maine corporation,
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase.
<PAGE>
Signature(s) .......................... Address(es)..........................
Name(s) of Record Holders .....................................
ZIP CODE
.......................................
PLEASE TYPE OR PRINT Area Code and Tel. No(s).............
Number of Shares and Rights............ (Check one box if Shares and Rights will
be tendered by book-entry transfer)
Certificate Nos. (If Available)
....................................... / / The Depository Trust Company
....................................... / / Midwest Securities Trust Company
Dated...............................1994 / / Philadelphia Depository Trust
Company
Account Number....................
..................................
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office, branch or agency in the
United States, (a) guarantees to deliver to the Depositary either the
certificates evidencing all tendered Shares, in proper form for transfer, or to
deliver Shares pursuant to the procedure for book-entry transfer into the
Depositary's account at The Depository Trust Company, the Midwest Securities
Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry
Transfer Facility"), in either case together with the Letter of Transmittal (or
a facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to Purchase)
in the case of a book-entry delivery, and any other required documents, all
within five New York Stock Exchange, Inc. ("NYSE") trading days after the date
hereof and (b) guarantees, if applicable, to deliver certificates representing
the Rights ("Rights Certificates") in proper form for transfer, or to deliver
such Rights pursuant to the procedure for book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility together with, if Rights
are forwarded separately, the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all within five NYSE
trading days after the date hereof or, if later, five business days after Rights
Certificates are distributed to holders of Shares.
......................................... ..................................
NAME OF FIRM AUTHORIZED SIGNATURE
......................................... Name .............................
ADDRESS PLEASE TYPE OR PRINT
......................................... Title.............................
ZIP CODE
Area Code and Tel. No.................... Dated.........................1994
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
GLEACHER & CO. INC.
667 MADISON AVENUE
NEW YORK, NEW YORK 10021
(212) 418-4281
AC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
AMERICAN HOME PRODUCTS CORPORATION
HAS AMENDED ITS TENDER
OFFER TO INCREASE THE CASH PURCHASE PRICE FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
AMERICAN CYANAMID COMPANY
TO
$101 NET PER SHARE
THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 14, 1994, UNLESS
FURTHER EXTENDED.
August 23, 1994
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed 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 act as Financial Advisor
and Dealer Manager in connection with the Purchaser's offer to purchase for cash
all the outstanding shares of Common Stock, $5.00 par value per share (the
"Shares"), of American Cyanamid Company, a Maine corporation (the "Company"), at
a purchase price of $101 per Share, 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 (the "Offer to Purchase"), as amended and
supplemented by the Supplement thereto dated August 23, 1994 (the "Supplement"),
and in the related Letter of Transmittal (which together constitute the "Offer")
enclosed herewith. The Merger Agreement (as defined in the Supplement) provides
that the Company will redeem the outstanding Preferred Stock Purchase Rights
(the "Rights") issued pursuant to the Rights Agreement, dated as of March 10,
1986, as amended as of April 29, 1986, as of April 21, 1987 and as of August 17,
1994, between the Company and Mellon Bank, N.A., as successor Rights Agent, at a
redemption price of $.02 per Right immediately prior to consummation of the
Offer. Unless and until the Rights have been redeemed, holders of Shares will be
required to tender one-half of one Right for each Share tendered in order to
effect a valid tender of such Share. If the Distribution Date (as defined in the
Offer to Purchase) has not occurred prior to the time Shares are tendered
pursuant to the Offer, a tender of Shares will constitute a tender of the
associated Rights. If the Distribution Date has occurred and certificates
representing Rights ("Rights Certificates") have been distributed by the Company
to holders of Shares, such holders of Shares shall be required to tender Rights
Certificates representing a number of Rights equal to one-half of the number of
Shares being tendered in order to effect a valid tender of such Shares. Holders
of Shares and Rights whose certificates for such Shares (the "Share
Certificates") and, if applicable, Rights Certificates are not immediately
available or who cannot
<PAGE>
deliver their Share Certificates or, if applicable, their Rights Certificates,
and all other required documents to the Depositary (as defined below) prior to
the Expiration Date (as defined in the Supplement), or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Shares
and Rights according to the guaranteed delivery procedures set forth in Section
3 of the Offer to Purchase. Unless the context otherwise requires, all
references to Shares shall be deemed to refer also to the associated Rights,
unless and until redeemed by the Company.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not properly withdrawn prior to the expiration of the Offer the
minimum number of Shares which, together with any Shares owned by the Parent and
Purchaser, constitutes not less than a majority of the voting power (determined
on a fully diluted basis), on the date of purchase, of all securities of the
Company entitled to vote generally in the election of directors or in a merger.
The Offer is also subject to other terms and conditions. See the Introduction
and Section 8 of the Supplement. The Offer is no longer subject to the Rights
Condition, the Maine Takeover Statute Condition or the Financing Condition
described in the Offer to Purchase.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Supplement, dated August 23, 1994.
2. The revised blue Letter of Transmittal to tender Shares for your
use and for the information of your clients. Facsimile copies of the
revised Letter of Transmittal may be used to tender Shares.
3. The revised green Notice of Guaranteed Delivery for Shares and
Rights to be used to accept the Offer if Share Certificates or Rights
Certificates are not immediately available or if such certificates and all
other required documents cannot be delivered to Chemical Bank (the
"Depositary") by the Expiration Date or if the procedure for book-entry
transfer cannot be completed by the Expiration Date.
4. A revised gray printed form of letter which may be sent to your
clients for whose accounts you hold Shares registered in your name or in
the name of your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to Chemical Bank, the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 14, 1994, UNLESS THE
OFFER IS FURTHER EXTENDED.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares or Rights, and other required documents should be
sent to the Depositary, and (ii) either Share Certificates representing the
tendered Shares (and, if applicable, tendered Rights) should be delivered to the
Depositary, or such Shares (and, if applicable, tendered Rights) should be
tendered by book-entry transfer into the Depositary's account maintained at one
of the Book-Entry Transfer Facilities (as described in the Offer to Purchase),
all in accordance with the instructions set forth in the Letter of Transmittal,
the Offer to Purchase and the Supplement.
2
<PAGE>
While the Letter of Transmittal previously circulated with the Offer to
Purchase refers only to the Offer to Purchase, shareholders using such document
to tender their Shares will nevertheless receive $101 per Share for each Share
validly tendered and not properly withdrawn and accepted for payment pursuant to
the Offer, subject to the conditions of the Offer. Unless and until the Rights
are redeemed by the Company, shareholders will be required to tender one-half of
one Right for each Share tendered in order to effect a valid tender of such
Share. If separate Rights Certificates are not issued, a tender of Shares will
also constitute a tender of Rights. See Section 3 of the Offer to Purchase for a
discussion of procedures for tendering Rights in the event that a Distribution
Date occurs and Rights Certificates are distributed to shareholders prior to the
date of tender pursuant to the Offer. If, as required by the Merger Agreement,
the Rights are redeemed by the Board of Directors prior to the consummation of
the Offer, tendering shareholders who are holders of record as of the applicable
record date will be entitled to receive and retain the redemption price of $.02
per Right in accordance with the Rights Agreement.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or, if applicable, Rights Certificates, or
other required documents on or prior to the Expiration Date or to comply with
the book-entry transfer procedures on a timely basis, a tender may be effected
by following the guaranteed delivery procedures specified in Section 3 of the
Offer to Purchase.
The Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than Gleacher & Co. Inc. (the "Dealer Manager"), the
Depositary and D.F. King & Co., Inc. (the "Information Agent") (as described in
the Offer to Purchase)) for soliciting tenders of Shares pursuant to the Offer.
The Purchaser will, however, upon request, reimburse you for customary clerical
and mailing expenses incurred by you in forwarding any of the enclosed materials
to your clients. The Purchaser will pay or cause to be paid any stock transfer
taxes payable on the transfer of Shares to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent, at their respective addresses and
telephone numbers set forth on the back cover of the Supplement. Additional
copies of the enclosed material may be obtained from the Information Agent.
Very truly yours,
GLEACHER & CO. INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE PARENT, THE DEALER MANAGER,
THE COMPANY, THE DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
AC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
AMERICAN HOME PRODUCTS CORPORATION
HAS INCREASED THE PRICE OF ITS
TENDER OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
AMERICAN CYANAMID COMPANY
TO
$101 NET PER SHARE
THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 14, 1994,
UNLESS FURTHER EXTENDED.
To Our Clients:
Enclosed for your consideration is a Supplement dated August 23, 1994 (the
"Supplement") to the Offer to Purchase dated August 10, 1994 (the "Offer to
Purchase"), and the related Letter of Transmittal relating to an 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 outstanding Preferred
Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement,
dated as of March 10, 1986, as amended as of April 29, 1986, as of April 21,
1987 and as of August 17, 1994, between the Company and Mellon Bank, N.A., as
successor Rights Agent, are redeemed by the Company) the associated Rights at a
purchase price of $101 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, as amended and supplemented by the Supplement, and the related Letter
of Transmittal (which together constitute the "Offer"). Unless the context
requires otherwise, all references to "Shares" shall be deemed to refer also to
the associated Rights. We are the holder of record of Shares held by us for your
account. A tender of such Shares can be made only by us as the holder of record
and pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Shares held by us
for your account.
The Merger Agreement (as defined in the Supplement) provides that the
Company will redeem the Rights at a redemption price of $.02 per Right
immediately prior to consummation of the Offer. Unless and until the Rights have
been redeemed, if certificates representing Rights (the "Rights Certificates")
have been distributed to holders of Shares, such holders are required to tender
Rights Certificate(s) representing a number of Rights equal to one-half the
number of Shares being tendered in order to effect a valid tender of such
Shares. Based on the Company's filings with the Commission, until the
Distribution Date (as defined in the Offer to Purchase), the surrender for
transfer of any of the certificates representing Shares (the "Share
Certificates") will also constitute the surrender for transfer of the Rights
associated with the Shares represented by such Share Certificates. Based on the
Company's filings with the Commission, as soon as practicable following the
Distribution Date, the Rights Certificates will be mailed to holders of record
of Shares as of the close of business on the Distribution Date; after the
Distribution Date, such separate Rights Certificates alone will evidence the
Rights. See Section 3 of the Offer to Purchase.
<PAGE>
We request instructions as to whether you wish to have us tender on your
behalf any or all of such Shares held by us for your account, pursuant to the
terms and subject to the conditions set forth in the Offer to Purchase and the
Supplement. Your instructions to tender Shares held by us for your account will
also constitute a direction to us to tender a number of Rights held by us for
your account equal to one-half of the number of Shares tendered. If, as required
by the Merger Agreement, the Rights are redeemed by the Board of Directors prior
to the consummation of the Offer, tendering shareholders who are holders of
record as of the applicable record date will be entitled to receive and retain
the redemption price of $.02 per Right in accordance with the Rights Agreement.
Your attention is directed to the following:
1. The tender price is $101 per share, net to the seller in cash.
2. The Offer is made for all of the outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Wednesday, September 14, 1994, unless the Offer is
further extended.
4. The Offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer the minimum number of Shares which, together with any Shares owned by
the Parent and Purchaser, constitutes not less than a majority of the
voting power (determined on a fully diluted basis), on the date of
purchase, of all securities of the Company entitled to vote generally in
the election of directors or in a merger. The Offer is also subject to
other terms and conditions. See the Introduction and Section 8 of the
Supplement. The Offer is no longer subject to the Rights Condition, the
Maine Takeover Statute Condition or the Financing Condition described in
the Offer to Purchase.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer.
The Offer is being made solely by the Offer to Purchase, as amended and
supplemented by the Supplement, and the related Letter of Transmittal and is
being made to all holders of Shares. The Offer is not being made to (nor will
tenders be accepted from or on behalf of) holders of Shares in any jurisdiction
in which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by Gleacher & Co. Inc. or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of the Shares held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Shares, all such Shares will be tendered unless otherwise specified in such
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf prior to the expiration of the
Offer.
Shareholders who have previously validly tendered and not properly
withdrawn their Shares pursuant to the Offer are not required to take any
further action, except as may be required by the guaranteed delivery procedure
if such procedure was utilized. If Shares are accepted for payment and paid for
by the Purchaser pursuant to the Offer, such shareholders will receive, subject
to the conditions of the Offer, the increased tender price of $101 per Share.
See Section 4 of the Offer to Purchase for the procedures for withdrawing Shares
tendered pursuant to the Offer.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
AMERICAN CYANAMID COMPANY
The undersigned acknowledge(s) receipt of your letter enclosing the
Supplement dated August 23, 1994 (the "Supplement") to the Offer to Purchase
dated August 10, 1994 (the "Offer to Purchase") and the related Letter of
Transmittal pursuant to an offer by AC Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of American Home Products Corporation, a Delaware
corporation, to purchase all 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 redeemed by the Company) the associated
Preferred Stock Purchase Rights (the "Rights").
This will instruct you to tender the number of Shares and Rights indicated
below (or, if no number is indicated below, all Shares and Rights) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer to Purchase as amended and supplemented by
the Supplement and in the related Letter of Transmittal furnished to the
undersigned.
Number of Shares (and Rights) to be Tendered*
.............................Shares (and Rights)
Dated: , 19
SIGN HERE
.............................................................................
.............................................................................
Signature(s)
.............................................................................
Please print name(s)
.............................................................................
Address
.............................................................................
Area Code and Telephone Number
.............................................................................
Tax Identification or Social Security Number
- ---------------
* Unless otherwise indicated, it will be assumed that all of your Shares (and
Rights) held by us for your account are to be tendered.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
- -------------------------------------------------------- --------------------------------------------------------
GIVE THE GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -------------------------------------------------------- --------------------------------------------------------
<S> <C> <C> <C>
1. An individual's account The individual 8. Sole proprietorship account The owner(4)
2. Two or more individuals The actual owner of the 9. A valid trust, estate, or The legal entity (Do not
(joint account) account or, if combined pension trust furnish the identifying
funds, the first number of the personal
individual on the representative or
account(1) trustee unless the legal
3. Husband and wife (joint The actual owner of the entity itself is not
account) account or, if joint designated in the
funds, either person(1) account title.)(5)
4. Custodian account of a The minor(2) 10. Corporate account The corporation
minor (Uniform Gift to 11. Religious, charitable, or The organization
Minors Act) educational organization
5. Adult and minor (joint The adult or, if the account
account) minor is the only 12. Partnership account held The partnership
contributor, the in the name of the
minor(1) business
6. Account in the name of The ward, minor, or 13. Association, club, or The organization
guardian or committee for a incompetent person(3) other tax-exempt
designated ward, minor, or organization
incompetent person 14. A broker or registered The broker or nominee
7. a. The usual revocable The grantor-trustee(1) nominee
savings trust account 15. Account with the The public entity
(grantor is also Department of Agriculture
trustee) in the name of a public
b. So-called trust account The actual owner(1) entity (such as a State or
that is not a legal or local government, school
valid trust under State law district, or prison) that
receives agricultural
program payments
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. If the owner does not have an employer
identification number, furnish the owner's social security number.
(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service.
To complete Substitute Form W-9 if you do not have a taxpayer identification
number, write "Applied For" in the space for the taxpayer identification number
in Part I, sign and date the Form, and give it to the requester. Generally, you
will then have 60 days to obtain a taxpayer identification number and furnish it
to the requester. If the requester does not receive your taxpayer identification
number within 60 days, backup withholding, if applicable, will begin and
continue until you furnish your taxpayer identification number to the requester.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or any
political subdivision or instrumentality thereof.
. A foreign government or a political subdivision, agency or instrumentality
thereof.
. An international organization or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the United
States or a possession of the United States.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
<PAGE>
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE A SUBSTITUTE FORM W-9 TO AVOID
POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxypayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE
2
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Shares. The Offer is being made
solely by the Offer to Purchase dated August 10, 1994, the
Supplement thereto dated August 23, 1994, and the related Letter
of Transmittal, and is being made to all holders of Shares. The
Offer is not being made to (nor will tenders be accepted from or
on behalf of) holders of Shares in any jurisdiction in which the
making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of the Purchaser by Gleacher
& Co. Inc. or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
AC Acquisition Corp.
a wholly owned subsidiary of
American Home Products Corporation
Has Amended its Tender Offer to Increase
the Cash Purchase Price for
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
American Cyanamid Company
to
$101 Net Per Share
AC Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of American Home
Products Corporation, a Delaware corporation (the "Parent"), is
now offering 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 redeemed by the Company) the associated
Preferred Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of March 10, 1986, as amended as
of April 29, 1986, as of April 21, 1987 and as of August 17,
1994, between the Company and Mellon Bank, N.A., as successor
Rights Agent (the "Rights Agreement"), 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 (the "Offer to Purchase"), as amended and supplemented by
the Supplement thereto dated August 23, 1994 (the "Supplement"),
and in the related Letter of Transmittal (which together
constitute the "Offer"). Unless the context requires otherwise,
all references to Shares shall be deemed to refer also to the
associated Rights, unless and until such Rights are redeemed by
the Company. Shares previously tendered and not properly
withdrawn constitute valid tenders for purposes of the Offer.
<PAGE>
THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWALRIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
SEPTEMBER 14, 1994, UNLESS FURTHER EXTENDED.
The Offer is conditioned upon, among other things, there
being validly tendered and not properly withdrawn prior to the
expiration of the Offer the minimum number of Shares which,
together with any Shares owned by the Parent and the Purchaser,
constitutes not less than a majority of the voting power
(determined on a fully diluted basis), on the date of purchase,
of all securities of the Company entitled to vote generally in
the election of directors or in a merger (the "Minimum
Condition"). The Offer is also subject to other terms and
conditions. See the Introduction and Section 8 of the Supplement.
The Offer is being amended and supplemented pursuant to an
Agreement and Plan of Merger, dated August 17, 1994 (the "Merger
Agreement"), among the Parent, the Purchaser and the Company
which provides for, among other things, (i) an increase in the
purchase price per Share to be paid pursuant to the Offer from
$95 per Share to $101 per Share, (ii) the amendment of the
conditions to the Offer to reduce the number of Shares required
to be validly tendered and not properly withdrawn to satisfy the
Minimum Condition and to eliminate the Financing Condition (as
defined in the Supplement), (iii) the amendment and restatement
of certain other conditions to the Offer as set forth in their
entirety in Section 8 of the Supplement and (iv) the merger of
the Purchaser with the Company (the "Merger") following the
consummation of the Offer. In the Merger, each Share (other than
shares of Common Stock of the Company 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,
and 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 Board of Directors of the Company has unanimously
determined that the Offer and the Merger are fair to, and in the
best interests of, the shareholders of the Company, has approved
the Offer and the Merger and recommends that shareholders accept
the Offer and tender their Shares.
For purposes of the Offer, the Purchaser will be deemed to
have accepted for payment (and thereby purchased) Shares validly
tendered and not properly withdrawn as, if and when the Purchaser
gives oral or written notice to the Depositary of the Purchaser's
acceptance for payment of such Shares pursuant to the Offer. Upon
the terms and subject to the conditions of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which
will act as agent for tendering shareholders for the purpose of
receiving payments from the Purchaser and transmitting such
<PAGE>
payments to shareholders whose Shares have been accepted for
payment. Under no circumstances will interest on the purchase
price for Shares be paid, regardless of any delay in making such
payment. In all cases, payment for Shares tendered and accepted
for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates representing shares
(Share Certificates) and, if applicable, certificates
representing Rights (Rights Certificates), or timely confirmation
of a book-entry transfer of such Shares and Rights into the
Depositary's account at The Depository Trust Company, the Midwest
Securities Trust Company or the Philadelphia Depository Trust
Company (each a Book-Entry Transfer Facility) pursuant to the
procedures set forth in Section 3 of the Offer to Purchase, (ii)
the Letter of Transmittal delivered with the Offer to Purchase or
the revised Letter of Transmittal delivered with the Supplement
(or a facsimile of either thereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's
Message (as defined in Section 2 of the Offer to Purchase) in
connection with a book-entry transfer, and (iii) any other
documents required by such Letter of Transmittal.
The Purchaser expressly reserves the right, in its sole
discretion, subject to the terms of the Merger Agreement, at any
time and from time to time, to extend further the period during
which the Offer is open for any reason, including the occurrence
of any of the conditions specified in Section 8 of the
Supplement, by giving oral or written notice of such extension to
the Depositary. Any such extension will be followed as promptly
as practicable by public announcement thereof, such announcement
to be made no later than 9:00 A.M., New York City time, on the
next business day after the previously scheduled Expiration Date.
The term Expiration Date means 12:00 Midnight, New York City
time, on Wednesday, September 14, 1994, unless and until the
Purchaser, in its sole discretion, shall have further extended
the period during which the Offer is open, in which event the
term Expiration Date shall mean the latest time and date at which
the Offer, as so further extended by the Purchaser, shall expire.
Tenders of Shares and Rights made pursuant to the Offer are
irrevocable, except that Shares and Rights tendered pursuant to
the Offer may be withdrawn at any time on or prior to the
Expiration Date and, unless theretofore accepted for payment by
the Purchaser pursuant to the Offer, may also be withdrawn at any
time after October 8, 1994. For a withdrawal to be effective, a
written, telegraphic, telex or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of
its addresses set forth on the back cover of the Supplement. Any
such notice of withdrawal must specify the name of the person who
tendered the Shares or Rights to be withdrawn, the number of
Shares or Rights to be withdrawn and the name of the registered
holder, if different from that of the person who tendered such
Shares or Rights. If Share Certificates or Rights Certificates to
be withdrawn have been delivered or otherwise identified to the
<PAGE>
Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and the signature(s) on the notice
of withdrawal must be guaranteed by an Eligible Institution (as
defined in Section 3 of the Offer to Purchase) unless such Shares
or Rights have been tendered for the account of an Eligible
Institution. If Shares or Rights have been tendered pursuant to
the procedure for book-entry transfer as set forth in Section 3
of the Offer to Purchase, any notice of withdrawal must specify
the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares or Rights, in
which case a notice of withdrawal will be effective if delivered
to the Depositary by any method of delivery described in the
second sentence of this paragraph. A withdrawal of Shares or
Rights shall also constitute a withdrawal of the associated
Rights or Shares, as applicable. All questions as to the form and
validity (including time of receipt) of any notice of withdrawal
will be determined by the Purchaser, in its sole discretion,
whose determination will be final and binding.
The information required to be disclosed by Rule
14d-6(e)(1)(vii) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the Exchange Act),
is contained in the Offer to Purchase, as amended and
supplemented by the Supplement, and is incorporated herein by
reference.
The Company has provided the Purchaser with the Company_s
shareholder lists and security position listings for the purpose
of disseminating the Offer to holders of Shares. The Supplement,
the Offer to Purchase, the revised Letter of Transmittal and
other relevant materials will be mailed to record holders of
Shares whose names appear on the Company's shareholder list and
will be furnished to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose
nominees, appear on the shareholder list or, if applicable, who
are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners
of Shares.
The Offer to Purchase, the Supplement, and the related
Letter of Transmittal contain important information which should
be read before any decision is made with respect to the Offer.
Questions and requests for assistance may be directed to the
Dealer Manager or the Information Agent as set forth below.
Requests for copies of the Offer to Purchase, the Supplement, the
related Letter of Transmittal and all other tender offer
materials may be directed to the Information Agent, and copies
will be furnished promptly at the Purchaser's expense. The
Purchaser will not pay any fees or commissions to any broker or
dealer or any other person (other than the Dealer Manager and the
Information Agent) for soliciting tenders of Shares and Rights
pursuant to the Offer.
<PAGE>
The Information Agent for the Offer is:
D.F. King & Co., Inc.
United States: Europe:
77 Water Street Royex House, Aldermanbury
New York, New York 10005 Square
1-800-755-3106 (Toll Free) London, England EC2V 7HR
(44) 71 600 5005 (Collect)
The Dealer Manager for the Offer is:
Gleacher & Co. Inc.
667 Madison Avenue
New York, New York 10021
(212) 418-4281 (Collect)
August 23, 1994
