SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): August 17, 1994
AMERICAN HOME PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-1225
(Commission File Number)
13-2526821
(IRS Employer Identification No.)
Five Giralda Farms, Madison New Jersey
(Address of principal executive offices)
07940
(Zip Code)
Registrant's telephone number, including area code (201) 660-5000
n/a
(Former address if changed since last report).
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Item 5. Other Events.
On August 17, 1994, American Home Products Corporation and
American Cyanamid Company issued a joint press release announcing
that they have entered into a definitive merger agreement which
provides for American Home Products to pay American Cyanamid
stockholders a price of $101 per share in cash for all
outstanding shares of American Cyanamid.
Item 7. Exhibit-Index:
Exhibit-99 -- Joint Press Release, dated August 17, 1994,
announcing the execution of the definitive merger agreement
between American Home Products Corporation and American Cyanamid
in which American Home Products agreed to pay American Cyanamid
stockholders a price of $101 per share in cash for all
outstanding shares of American Cyanamid.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf hereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
By:/s/ Robert G. Blount
Robert G. Blount
Executive Vice President
Date: August 18, 1994
EXHIBIT-99
CONTACTS:
Investor:
American Home Products: American Cyanamid:
John Considine Charlotte D. Cuff
(201) 660-6429 (201) 831-2172
Edwina G. Sanders
(201) 831-2206
AMERICAN HOME PRODUCTS AND AMERICAN CYANAMID
--------------------------------------------
REACH MERGER AGREEMENT AT $101 PER SHARE
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MADISON AND WAYNE, NJ, August 17, 1994 -- American Home
Products Corporation (NYSE: AHP) and American Cyanamid Company
(NYSE: ACY) today announced that they have entered into a
definitive merger agreement which provides for American Cyanamid
stockholders to receive a price of $101 per share in cash for all
outstanding shares of American Cyanamid. The total value of the
transaction, on a fully diluted basis, is approximately $9.7
billion.
The agreement has been approved by the Boards of Directors
of both companies. The American Cyanamid Board has determined
that the terms of the offer and merger are fair to, and in the
best interests of, the Company and its stockholders and
recommends that stockholders tender their American Cyanamid
shares in American Home Products' tender offer.
American Home Products will amend its existing tender offer
to increase the price being offered to $101 per share. The
amended tender offer is scheduled to expire at midnight, New York
City time, on September 14, 1994, unless extended. Following
completion of the tender offer, American Cyanamid will be merged
<PAGE>
with a subsidiary of American Home Products and each American
Cyanamid share not previously purchased will be converted into
the right to receive $101 net in cash.
The American Home Products' amended tender offer will remain
subject to the valid tender of shares representing a majority of
the voting power of American Cyanamid, the expiration of waiting
periods under applicable antitrust and competition laws, and
other customary closing conditions. Under the merger agreement,
American Cyanamid's preferred stock purchase rights will be
redeemed at $.02 per right immediately prior to consummation of
the tender offer.
The merger price represents an increase of approximately
$600 million over American Home Products' initial offer made on
August 2, 1994, and a premium of 60 percent over American
Cyanamid's share price on August 1, 1994.
Following the merger, the combined companies will have
annual revenues in excess of $12 billion, with a leading position
in the pharmaceutical industry including vaccines, as well as
significant franchises in consumer health care, agricultural
products, food products, and medical supplies and diagnostic
products.
Albert J. Costello, Chairman and Chief Executive Officer of
American Cyanamid said: "For the past eighteen months, we have
been pursuing an aggressive strategic program to build value.
The success of this program can be measured by the significant
increase in our share price prior to the American Home Products
offer. After a thorough analysis of American Home Products'
<PAGE>
increased offer, our Board concluded that a combination of the
two companies would maximize value for our stockholders and lead
to the creation of a highly competitive participant in our
markets."
John R. Stafford, Chairman, President and Chief Executive
Officer of American Home Products, said: "We have been impressed
with American Cyanamid's progress in carrying out its strategic
program. The combination of our companies will result in a
stronger company, better situated to compete in the rapidly
evolving health care marketplace."
"The combined new company will also benefit from a larger
chemical research library and the diversification contributed by
American Cyanamid's dynamic agricultural business. We are
convinced that this transaction is in the best interests of the
stockholders of American Home Products and American Cyanamid."
American Home Products, with annual revenues of
approximately $8.3 billion, is a research-based world leader in
prescription drugs, medical supplies and diagnostic products,
over-the-counter medicines and food products.
American Cyanamid, with annual revenues of approximately
$4.3 billion, is a research-based life sciences company which
discovers and develops medical and agricultural products and
manufactures and markets them in more than 135 countries.
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