<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 2
------------------------
AMWAY ASIA PACIFIC LTD.
(Name of Issuer)
NEW AAP LIMITED
APPLE HOLD CO., L.P.
AMWAY ASIA PACIFIC LTD.
RICHARD M. DEVOS, JR.
STEPHEN A. VAN ANDEL
(Name of Persons Filing Statement)
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
Notices and Communications on Behalf of Person(s) Filing Statement)
------------------------
COPY TO:
THOMAS C. DANIELS, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
------------------------
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) [sec. 240.13e-3(c)]
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C>
$152,971,740.00 $30,595.00
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[X] 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.
<TABLE>
<S> <C>
AMOUNT PREVIOUSLY PAID: $30,595.00 FILING PARTY: New AAP Limited
FORM OR REGISTRATION NO: SCHEDULE
14D-1 DATE FILED: November 18, 1999
</TABLE>
Page 1 of 7 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Transaction Statement on Schedule 13E-3, filed on November 18, 1999
and amended on December 13, 1999 (the "Schedule 13E-3"), 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. 2. Capitalized terms used but
not defined herein have the meanings assigned to them in the Schedule 14D-1 of
Purchaser filed with the Securities and Exchange Commission on November 18,
1999, as amended by Amendment No. 1 on December 13, 1999 and Amendment No. 2 on
December 17, 1999 (the "Schedule 14D-1"). The information set forth in the
Schedule 14D-1 is hereby expressly incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth in Item 2 is hereby amended to add the following:
This statement is filed by New AAP, Apple Hold Co. L.P., the Company,
Stephen A. Van Andel and Richard M. DeVos, Jr. Messrs. Van Andel and DeVos are
United States citizens. The business address for each of Messrs. Van Andel and
DeVos is 7575 Fulton Street, East, Ada, Michigan 49355.
ITEM 8. FAIRNESS OF THE TRANSACTION.
The information set forth in Item 8 is hereby amended as follows:
(a)-(e) The information set forth in "Introduction," "Special
Factors -- Background of the Offer; Recommendation of the Special Committee and
the Disinterested Directors; Reasons for the Recommendation; Opinion of the
Financial Advisor to the Special Committee" in the Offer to Purchase is
incorporated herein by reference.
New AAP and Hold Co. believe that the consideration to be received by the
Public Shareholders pursuant to the Offer is fair. New AAP and Hold Co. base
this belief on the following facts: (i) the fact that the Special Committee
concluded that the Offer is fair to, and in the best interests of, the Public
Shareholders, (ii) notwithstanding the fact that Goldman Sachs' opinion was
provided solely for the information and assistance of the Special Committee and
that New AAP and Hold Co. are not entitled to rely on such opinion, the fact
that the Special Committee received an opinion from Goldman Sachs the date prior
to the announcement of the Offer that the $18.00 per share in cash to be
received by the holders of Shares pursuant to the Offer is fair to the Public
Shareholders, (iii) the historical and projected financial performance of AAP,
(iv) New AAP's and Hold Co.'s assessment of future economic conditions in the
Asia-Pacific region, (v) the consideration to be paid in the Offer represents a
premium of 53.2% over the closing price for November 12, 1999, the last full
trading day prior to the public announcement of the Offer, and (vi) the Offer
will provide consideration to be paid to the holders of Shares entirely in cash.
In addition, for the reasons set forth in the third full paragraph under
"Special Factors -- Reasons for the Recommendation of the Special Committee and
the Disinterested Directors," New AAP and Hold Co. believe that the Offer is
procedurally fair. New AAP and Hold Co. did not find it practicable to assign,
nor did they assign, relative weights to the individual factors considered in
reaching these conclusions as to fairness of the Offer. Messrs. Van Andel and
DeVos believe the transaction is fair, including procedurally fair, for the
reasons set forth above.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
The information set forth in Item 9 is hereby amended by replacing the last
sentence of the second paragraph under "Special Factors -- Opinion of Financial
Advisor to the Special Committee -- Comparison of Selected Transactions" with
the following:
Because the analyses are inherently subject to uncertainty, being based
upon numerous factors or events beyond the control of the parties or their
advisors, neither the Special Committee nor Goldman Sachs assumes responsibility
if future results are different from those forecast.
2
<PAGE> 3
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C> <C>
(a) (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 (incorporated herein
by reference to Exhibit (b)(1) of the Schedule 14D-1 of New
AAP Limited and Apple Hold Co., L.P. filed with the
Commission on November 18, 1999 and amended on December 13,
1999 and December 17, 1999 (the "Schedule 14D-1")).*
(2) Form of Term Sheet Regarding the Credit Facility
(incorporated herein by reference to Exhibit (b)(2) of the
Schedule 14D-1).*
(b) (1) Form of Fairness Opinion of Goldman, Sachs & Co., dated
November 15, 1999.*
(2) Presentation Materials of Goldman Sachs & Co., dated
November 15, 1999.*
(3) Presentation Materials of Morgan Stanley & Co. Incorporated,
dated September 21, 1999.*
(c) (1) Form of Tender Offer and Amalgamation Agreement, dated
November 15, 1999 among the Company, New AAP and Hold Co.
(incorporated herein by reference to Exhibit (c)(1) of the
Schedule 14D-1).*
(2) Form of Shareholder and Voting Agreement, by and among New
AAP, Hold Co. and Certain Shareholders of the Company, dated
as of November 15, 1999 (incorporated herein by reference to
Exhibit (c)(2) of the Schedule 14D-1).*
(d) (1) Form of Offer to Purchase, dated November 18, 1999
(incorporated herein by reference to Exhibit (a)(1) of the
Schedule 14D-1).*
(2) Form of Letter of Transmittal (incorporated herein by
reference to Exhibit (a)(2) of the Schedule 14D-1).*
(3) Form of Notice of Guaranteed Delivery (incorporated herein
by reference to Exhibit (a)(3) of the Schedule 14D-1).*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(4) of the Schedule 14D-1).*
(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated herein by reference to Exhibit (a)(5) of the
Schedule 14D-1).*
(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
herein by reference to Exhibit (a)(6) of the Schedule
14D-1).*
(7) Form of Letter to the Company's Holders of Common Stock
(incorporated herein by reference to Exhibit (a)(7) of the
Schedule 14D-1).*
(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 (incorporated herein by reference to
Exhibit (a)(8) of the Schedule 14D-1).*
(9) Form of Communications to Amway Distributors, dated November
15, 1999 (incorporated herein by reference to Exhibit (a)(9)
of the Schedule 14D-1).*
(10) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(10) of the Schedule 14D-1).*
(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 (incorporated herein by reference to
Exhibit (a)(11) of the Schedule 14D-1).*
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
(12) Form of Summary Advertisement published on November 18, 1999
(incorporated herein by reference to Exhibit (a)(12) of the
Schedule 14D-1).*
(13) Form of Trustee Direction Form from the 401(k) Trustee
(incorporated herein by reference to Exhibit (a)(13) of the
Schedule 14D-1).*
(14) Form of Letter to Participants of the 401(k) Plan
(incorporated herein by reference to Exhibit (a)(14) of the
Schedule 14D-1).*
(e) Not applicable.
(f) Not applicable.
(g) Consent of KPMG LLP (incorporated herein by reference to
Exhibit (g) of the Schedule 14D-1).*
(h) Power of Attorney for New AAP (incorporated herein by
reference to Exhibit (h) of the Schedule 14D-1).*
</TABLE>
- ---------------
* Previously filed as exhibits to the Transaction Statement on Schedule 13E-3
filed by New AAP on November 18, 1999 and amended on December 13, 1999.
4
<PAGE> 5
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 17, 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
partner
By: /s/ CRAIG N. MEURLIN
------------------------------------
Name: Craig N. Meurlin
Title: Manager
AMWAY ASIA PACIFIC LTD.
By: /s/ CRAIG N. MEURLIN
------------------------------------
Name: Craig N. Meurlin
Title: Vice President, General
Counsel
and Assistant Secretary
By: /s/ RICHARD M. DEVOS, JR.
------------------------------------
By: /s/ STEPHEN A. VAN ANDEL
------------------------------------
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
(a) (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 (incorporated herein
by reference to Exhibit (b)(1) of the Schedule 14D-1 of New
AAP Limited and Apple Hold Co., L.P. filed with the
Commission on November 18, 1999 and amended on December 13,
1999 and December 17, 1999 (the "Schedule 14D-1")).*
(2) Form of Term Sheet Regarding the Credit Facility
(incorporated herein by reference to Exhibit (b)(2) of the
Schedule 14D-1).*
(b) (1) Form of Fairness Opinion of Goldman, Sachs & Co., dated
November 15, 1999.*
(2) Presentation Materials of Goldman Sachs & Co., dated
November 15, 1999.*
(3) Presentation Materials of Morgan Stanley & Co. Incorporated,
dated September 21, 1999.*
(c) (1) Form of Tender Offer and Amalgamation Agreement, dated
November 15, 1999 among the Company, New AAP and Hold Co.
(incorporated herein by reference to Exhibit (c)(1) of the
Schedule 14D-1).*
(2) Form of Shareholder and Voting Agreement, by and among New
AAP, Hold Co. and Certain Shareholders of the Company, dated
as of November 15, 1999 (incorporated herein by reference to
Exhibit (c)(2) of the Schedule 14D-1).*
(d) (1) Form of Offer to Purchase, dated November 18, 1999
(incorporated herein by reference to Exhibit (a)(1) of the
Schedule 14D-1).*
(2) Form of Letter of Transmittal (incorporated herein by
reference to Exhibit (a)(2) of the Schedule 14D-1).*
(3) Form of Notice of Guaranteed Delivery (incorporated herein
by reference to Exhibit (a)(3) of the Schedule 14D-1).*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(4) of the Schedule 14D-1).*
(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated herein by reference to Exhibit (a)(5) of the
Schedule 14D-1).*
(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
herein by reference to Exhibit (a)(6) of the Schedule
14D-1).*
(7) Form of Letter to the Company's Holders of Common Stock
(incorporated herein by reference to Exhibit (a)(7) of the
Schedule 14D-1).*
(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 (incorporated herein by reference to
Exhibit (a)(8) of the Schedule 14D-1).*
(9) Form of Communications to Amway Distributors, dated November
15, 1999 (incorporated herein by reference to Exhibit (a)(9)
of the Schedule 14D-1).*
(10) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(10) of the Schedule 14D-1).*
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
(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 (incorporated herein by reference to
Exhibit (a)(11) of the Schedule 14D-1).*
(12) Form of Summary Advertisement published on November 18, 1999
(incorporated herein by reference to Exhibit (a)(12) of the
Schedule 14D-1).*
(13) Form of Trustee Direction Form from the 401(k) Trustee
(incorporated herein by reference to Exhibit (a)(13) of the
Schedule 14D-1).*
(14) Form of Letter to Participants of the 401(k) Plan
(incorporated herein by reference to Exhibit (a)(14) of the
Schedule 14D-1).*
(e) Not applicable.
(f) Not applicable.
(g) Consent of KPMG LLP (incorporated herein by reference to
Exhibit (g) of the Schedule 14D-1).*
(h) Power of Attorney for New AAP (incorporated herein by
reference to Exhibit (h) of the Schedule 14D-1).*
</TABLE>
- ---------------
* Previously filed as exhibits to the Transaction Statement on Schedule 13E-3
filed by New AAP on November 18, 1999 and amended on December 13, 1999.
7
