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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
AMWAY ASIA PACIFIC LTD.
(Name of Issuer)
NEW AAP LIMITED
APPLE HOLD CO., L.P.
(Bidders)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of class of securities)
G0352M 10 8
(CUSIP Number of Class of Securities)
CRAIG N. MEURLIN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMWAY CORPORATION
7575 FULTON STREET EAST
ADA, MICHIGAN 49355
(616) 787-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Bidder)
COPY TO:
THOMAS C. DANIELS, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE*
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$152,971,740.00 $30,595.00
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[ ] 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.
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AMOUNT PREVIOUSLY PAID: FILING PARTY:
FORM OR REGISTRATION NO.: DATE FILED:
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(Continued on following pages)
Page 1 of 7 Pages
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SCHEDULE 14D-1
CUSIP No. G0352M 10 8
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1 NAME OF REPORTING PERSONS
NEW AAP LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(e) or 2(f)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ]
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0
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10 TYPE OF REPORTING PERSON
CO
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</TABLE>
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SCHEDULE 14D-1
CUSIP No. G0352M 10 8
<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSONS
APPLE HOLD CO., L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(e) or 2(f)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES [ ]
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0
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10 TYPE OF REPORTING PERSON
PN
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</TABLE>
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This Tender Offer Statement on Schedule 14D-1, filed on November 18, 1999
(the "Schedule 14D-1"), relating to the offer by New AAP Limited, a Bermuda
corporation ("New AAP"), to purchase all outstanding shares of the Common Stock,
par value $.01 per share (the "Common Stock"), of Amway Asia Pacific Ltd., a
Bermuda corporation (the "Company"), that are beneficially owned by the
shareholders of the Company, is hereby amended and supplemented as set forth in
this Amendment No. 1. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1. Capitalized terms used but
not defined herein have the meanings assigned to them in the Schedule 14D-1.
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth in Item 2 is hereby amended to read as follows:
(a)-(d), (g) This Statement is filed by New AAP and Apple Hold Co., L.P.
Apple Hold Co., L.P., a limited partnership organized under the laws of Bermuda
("Hold Co."), is the parent of New AAP. Hold Co. was formed in November 1999 for
the principal purpose of facilitating New AAP's acquisition of all of the
outstanding shares of the Company and has no prior operating history. The
principal executive offices of Hold Co. are currently located at One East First
Street, Suite 1600, Reno, Nevada 89501. Hold Co. does not have any significant
assets or liabilities and it has not engaged in activities other than those
incidental to its formation and capitalization, its execution of the
Amalgamation Agreement and preparation for the Offer. The general partner of
Hold Co. is AP New Co., LLC, a Nevada limited liability company ("AP New Co.").
AP New Co. is managed by Craig N. Meurlin and Lawrence M. Call. The business
address for each of the managers of AP New Co. is 7575 Fulton Street, East, Ada,
Michigan 49355. Messrs. Meurlin and Call are U.S. citizens.
Craig N. Meurlin, age 47, has been a manager of AP New Co. since its
formation in September 1999. Mr. Meurlin has also been Vice President, General
Counsel and Assistant Secretary of Amway Asia Pacific Ltd. since 1993. Mr.
Meurlin is Senior Vice President, General Counsel and Secretary of Amway and has
held such positions since 1993. Prior to that, Mr. Meurlin was a partner in the
law firm of Jones, Day, Reavis & Pogue. Mr. Meurlin holds a Bachelors of Arts
Degree from the University of Vermont and a Juris Doctor from the University of
Virginia.
Lawrence M. Call, age 57, has been a manager of AP New Co. since its
formation in September 1999. Mr. Call has also been Vice President of Amway Asia
Pacific Ltd. since its formation in 1993. Mr. Call served as Chief Financial
Officer and Treasurer of Amway Asia Pacific Ltd. until July 1, 1999. He has also
served as Chief Financial Officer of Amway since 1991. Prior to joining Amway,
Mr. Call had been Treasurer of PPG Industries, a manufacturer of flat glass,
fiberglass, coatings, resins industrial and special chemicals, since 1984.
Before becoming Treasurer of PPG Industries, he had held various other financial
control positions with PPG Industries. Prior to that, Mr. Call spent 15 years in
public accounting with Deloitte, Haskins and Sells (the predecessor to Deloitte
and Touche). He is a Certified Public Accountant and holds a Bachelor's Degree
from Loyola University.
The information set forth in "The Offer -- Certain Information Regarding
Purchaser" and "The Offer -- Certain Information Regarding AAP" in the Offer to
Purchase and in Schedule I -- "PURCHASER DIRECTORS; AAP EXECUTIVE OFFICERS AND
DIRECTORS" thereto is incorporated herein by reference. For purposes of this
Amendment No. 1 to the Schedule 14D-1, all references to Purchaser shall mean,
collectively, New AAP Limited and Apple Hold Co., L.P.
(e)-(f) During the past five years, none of Purchaser's officers or
directors (i) have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) were a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a) (1) Form of Offer to Purchase, dated November 18, 1999.*
(2) Form of Letter of Transmittal.*
(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(7) Form of Letter to the Company's Holders of Common Stock.*
(8) Form of Press Release "Amway Asia Pacific's Principal
Shareholders to Commence Tender Offer for Outstanding Public
Shares" issued by the Company and the Principal Shareholders
on November 15, 1999.*
(9) Form of Communications to Amway Distributors, dated November
15, 1999.*
(10) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999.*
(11) Form of Press Release "Amway Asia Pacific's Principal
Shareholders Commence Tender Offer For Outstanding Public
Shares" issued by the Company and the Public Shareholders on
November 18, 1999.*
(12) Form of Summary Advertisement published on November 18,
1999.*
(13) Form of Trustee Direction Form from the 401(k) Trustee.*
(14) Form of Letter to Participants of the 401(k) Plan.*
(b) (1) Form of Senior Bank Financing Commitment Letter, among New
AAP, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd., Amway
Corporation and Morgan Guaranty Trust Company of New York,
Tokyo Branch, dated November 15, 1999.*
(2) Form of Term Sheet Regarding the Credit Facility.*
(c) (1) Tender Offer and Amalgamation Agreement, dated November 15,
1999 among the Company, New AAP and Hold Co.*
(2) Shareholder and Voting Agreement, by and among Hold Co., New
AAP and Certain Shareholders of the Company, dated as of
November 15, 1999.*
(d) Not applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Consent of KPMG LLP.*
(h) Power of Attorney for New AAP.*
</TABLE>
* Previously filed as exhibits to the Tender Offer Statement on Schedule 14D-1
filed by New AAP on November 18, 1999.
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SIGNATURES
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.
Dated: December 13, 1999 NEW AAP
LIMITED
By: /s/ CRAIG N. MEURLIN
------------------------------------
Name: Craig N. Meurlin
Title: Vice President, Assistant
Secretary
APPLE HOLD CO.,
L.P.
By: AP NEW CO. LLC,
as General Manager
By: /s/ CRAIG N. MEURLIN
------------------------------------
Name: Craig N. Meurlin
Title: Manager
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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<S> <C>
(a) (1) Form of Offer to Purchase, dated November 18, 1999.*
(2) Form of Letter of Transmittal.*
(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(7) Form of Letter to the Company's Holders of Common Stock.*
(8) Form of Press Release "Amway Asia Pacific's Principal
Shareholders to Commence Tender Offer for Outstanding Public
Shares" issued by the Company and the Principal Shareholders
on November 15, 1999.*
(9) Form of Communications to Amway Distributors, dated November
15, 1999.*
(10) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999.*
(11) Form of Press Release "Amway Asia Pacific's Principal
Shareholders Commence Tender Offer For Outstanding Public
Shares" issued by the Company and the Public Shareholders on
November 18, 1999.*
(12) Form of Summary Advertisement published on November 18,
1999.*
(13) Form of Trustee Direction Form from the 401(k) Trustee.*
(14) Form of Letter to Participants of the 401(k) Plan.*
(b) (1) Form of Senior Bank Financing Commitment Letter, among New
AAP, Hold Co., ALAP Hold Co., Ltd., N.A.J. Co., Ltd., Amway
Corporation and Morgan Guaranty Trust Company of New York,
Tokyo Branch, dated November 15, 1999.*
(2) Form of Term Sheet Regarding the Credit Facility.*
(c) (1) Tender Offer and Amalgamation Agreement, dated November 15,
1999 among the Company, New AAP and Hold Co.*
(2) Shareholder and Voting Agreement, by and among Hold Co., New
AAP and Certain Shareholders of the Company, dated as of
November 15, 1999.*
(d) Not applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Consent of KPMG LLP.*
(h) Power of Attorney for New AAP.*
</TABLE>
* Previously filed as exhibits to the Tender Offer Statement on Schedule 14D-1
filed by New AAP on November 18, 1999.
7
