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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN CYANAMID COMPANY
(Name of Subject Company)
AMERICAN CYANAMID COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $5.00 PER SHARE,
INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,
PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
025321100
(CUSIP Number of Class of Securities)
JOSEPH S. MCAULIFFE, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AMERICAN CYANAMID COMPANY
ONE CYANAMID PLAZA
WAYNE, NEW JERSEY 07470
(201) 831-2000
COPY TO:
PETER D. LYONS, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated August 23, 1994 of American Cyanamid Company
(the "Company"), with respect to the tender offer made by AC Acquisition Corp.,
a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of
American Home Products Corporation, a Delaware corporation ("Parent") to
purchase all the outstanding shares of Common Stock, par value $5.00 per share
(the "Shares"), of the Company and associated Preferred Stock Purchase Rights of
the Company.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding thereto the following:
On August 25, 1994, the Company received a notice from the Federal
Trade Commission requesting additional information in connection with
Parent's Hart-Scott-Rodino filing relating to the previously announced cash
tender offer for all outstanding Shares. The same day, the Company issued a
joint press release with Parent, which is filed as Exhibit 8 hereto and is
incorporated by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 8--Joint Press Release of the Company and Parent, dated August
25, 1994.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
AMERICAN CYANAMID COMPANY
By: /s/ JOSEPH S. MCAULIFFE
.................................
Name: Joseph S. McAuliffe
Title: Vice President and General
Counsel
Dated: August 26, 1994
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INDEX TO EXHIBITS
<TABLE><CAPTION>
SEQUENTIAL PAGE
EXHIBITS NUMBER
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Exhibit 8--Joint Press Release of the Company and Parent, dated August 25, 1994.
</TABLE>
CONTACTS:
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American Home Products American Cyanamid
Investor: Charlotte D. Cuff
John R. Considine (201) 831-2172
(201) 660-6429 Edwina G. Sanders
Media: (201) 831-2206
Louis V. Cafiero
(201) 660-5013
AMERICAN HOME PRODUCTS AND AMERICAN CYANAMID
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RECEIVE SECOND REQUEST FROM THE FEDERAL TRADE COMMISSION
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MADISON AND WAYNE, NJ, AUGUST 25, 1994 -- American Home
Products Corporation (NYSE: AHP) and American Cyanamid Company
(NYSE: ACY) today announced that the Federal Trade Commission has
requested additional information in connection with American
Home Products' Hart-Scott-Rodino filing relating to the previously
announced tender offer for shares of American Cyanamid common
stock. The companies intend to respond to the FTC request
promptly.
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