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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
FINAL AMENDMENT
AMWAY ASIA PACIFIC LTD.
(Name of Issuer)
APPLE HOLD CO., L.P.
AMWAY ASIA PACIFIC LTD.
RICHARD M. DEVOS, JR.
STEPHEN A. VAN ANDEL
(Names of Persons Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
G0352M 10 8
(CUSIP Number of Securities)
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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
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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. [ ] A tender offer.
d. [X] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
Page 1 of 5 Pages
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INTRODUCTION
This Final Amendment supplements and amends the Transaction Statement on
Schedule 13E-3, dated March 30, 2000 (as amended, the "Schedule 13E-3"), filed
by New AAP Limited, a Bermuda corporation ("New AAP"), Apple Hold Co., L.P., a
Bermuda limited partnership ("Apple Hold Co."), Amway Asia Pacific Ltd., a
Bermuda corporation ("AAP"), Richard M. DeVos, Jr. and Stephen A. Van Andel,
relating to the amalgamation of New AAP and AAP (the "Amalgamation") pursuant to
a Tender Offer and Amalgamation Agreement, dated November 15, 1999, among AAP,
New AAP and Apple Hold Co. (the "Amalgamation Agreement"). On April 27, 2000,
New AAP and AAP amalgamated, with AAP continuing as the amalgamated company. As
a result of the Amalgamation, New AAP ceased to exist as a separate entity and
therefore, is not a signatory to this Final Amendment. This Final Amendment is
being filed pursuant to Section 13(e) of the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 13e-3(d)(3) thereunder. Capitalized terms used but
not defined herein have the meanings assigned to them in the Schedule 13E-3
filed with the Securities and Exchange Commission on March 30, 2000.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in Item 5 of the Schedule 13E-3 is hereby
supplemented and amended as follows:
At a special meeting of shareholders of AAP held on April 27, 2000, the
shareholders of AAP voted to approve the Amalgamation Agreement. The
Amalgamation Agreement was approved by the shareholders of AAP common stock, in
person or by proxy, representing 55,312,477 shares, which is approximately 98%
of the outstanding shares of AAP common stock. Holders, in person or by proxy,
representing 44,712 shares voted against approval of the Amalgamation Agreement.
Holders, in person or by proxy, representing 14,919 shares abstained from the
vote. AAP filed documents evidencing the Amalgamation with the Registrars of
Companies in Bermuda on April 27, 2000, and as a result, the Amalgamation became
effective on that date. Each share of AAP common stock that was issued and
outstanding immediately prior to the effective time of the Amalgamation, other
than those shares owned by New AAP or Apple Hold Co., was exchanged into the
right to receive $18.00 per share in cash, in accordance with the Amalgamation
Agreement. Letters of transmittal for shareholders to exchange their
certificates representing shares of AAP common stock for cash will be sent to
shareholders during the week of May 1.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in Item 6 of the Schedule 13E-3 is hereby
supplemented and amended as follows:
As a result of the Amalgamation, the shares of AAP common stock were
suspended and will be delisted from the New York Stock Exchange and the
Australian Stock Exchange Limited. In addition, the shares of AAP common stock
will be deregistered under the Exchange Act.
ITEM 10. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 10 of the Schedule 13E-3 is hereby
supplemented and amended to incorporate by reference the information set forth
in the Press Release issued by AAP on April 27, 2000, attached hereto as Exhibit
(a)(4).
ITEM 16. EXHIBITS.
The information in Item 16 is hereby amended by filing the following
exhibits:
Item 1016(a) -- (d), (f) and (g) (Reg. M-A)
<TABLE>
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(a)(1) Proxy Statement of AAP, dated March 30, 2000.*
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Proxy Card.*
</TABLE>
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<TABLE>
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(a)(4) Press Release "Amway Asia Pacific Announces Completion of
Amalgamation with New AAP Limited" issued by AAP on April
27, 2000.
(a)(5) Form of Letter to Shareholders of AAP.
(a)(6) Form of Instructions for Shareholders Resident in Australia
and New Zealand.
(b) Credit Agreement, dated as of December 10, 1999, among Apple
Hold Co., New AAP, N.A.J. Co., Ltd., ALAP Hold Co., Ltd.,
the banks party thereto and Morgan Guaranty Trust Company of
New York, Tokyo Branch (incorporated herein by reference to
Exhibit (a)(3) of the Schedule 13E-3 of New AAP filed with
the Commission on November 18, 1999 and amended on December
13, 1999, December 17, 1999 and December 27, 1999 (the
"Offer Schedule 13E-3")).*
(c)(1) Form of Fairness Opinion of Goldman, Sachs & Co., dated
November 15, 1999 (included as Annex A to the Proxy
Statement).*
(c)(2) Presentation Materials of Goldman Sachs & Co., dated
November 15, 1999 (incorporated herein by reference to
Exhibit (b)(2) of the Offer Schedule 13E-3).*
(c)(3) Presentation Materials of Morgan Stanley & Co., dated
September 21, 1999 (incorporated herein by reference to
Exhibit (b)(3) of the Offer Schedule 13E-3).*
(c)(4) Presentation Materials of J.P. Morgan, dated September 21,
1999.*
(d)(1) Tender Offer and Amalgamation Agreement, dated November 15,
1999, between AAP, New AAP and Apple Hold Co. (included as
Annex B to the Proxy Statement).*
(d)(2) Shareholder and Voting Agreement, by and among Apple Hold
Co., New AAP and certain shareholders of AAP, dated November
15, 1999 (incorporated herein by reference to Exhibit (c)(2)
of the Schedule 14D-1 of New AAP filed with the Commission
on November 18, 1999 and amended on December 13, 1999,
December 17, 1999 and December 27, 1999).*
(d)(3) First Amended and Restated Limited Partnership Agreement of
Apple Hold Co., dated as of November 12, 1999 (incorporated
herein by reference to Exhibit 1 of AAP's Schedule 13D filed
with the Commission on December 27, 1999 (the "Schedule
13D")).*
(d)(4) Operating Agreement of AP New Co., LLC, dated as of November
12, 1999 (incorporated herein by reference to Exhibit 2 of
the Schedule 13D).*
(d)(5) Agreement Regarding Jumpstart Entities, among Amway
Corporation, AP New Co., LLC, ALAP Hold Co., Ltd., Apple
Hold Co., Jay Van Andel Trust, RDV Corporation, Jay Van
Andel, Stephen Van Andel, David Van Andel, Richard DeVos,
Jr. and Douglas DeVos, dated as of December 16, 1999
(incorporated by herein reference to Exhibit 3 of the
Schedule 13D).*
(f) Bermuda Law Regarding Appraisal Rights (included as Annex C
to the Proxy Statement).*
(g) Not applicable.
(h) Not applicable.
(i) Amway Asia Pacific's Annual Report on Form 20-F for the
fiscal year ended August 31, 1999.*
(j) Consent of KPMG LLP.*
</TABLE>
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* Previously filed as exhibits to the Schedule 13E-3 filed on March 30, 2000.
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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: May 2, 2000 APPLE HOLD CO., L.P.
By: AP NEW CO., LLC., its general
partner
By: AMWAY CORPORATION, its Manager
By: /s/ CRAIG N. MEURLIN
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Name: Craig N. Meurlin
Title: Manager
AMWAY ASIA PACIFIC LTD.
By: /s/ CRAIG N. MEURLIN
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Name: Craig N. Meurlin
Title: Vice President, General
Counsel and Assistant Secretary
RICHARD M. DEVOS, JR.
/s/ Richard M. DeVos, Jr.
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STEPHEN A. VAN ANDEL
/s/ Stephen A. Van Andel
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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(a)(1) Proxy Statement of AAP, dated March 30, 2000.*
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Proxy Card.*
(a)(4) Press Release "Amway Asia Pacific Announces Completion of
Amalgamation with New AAP Limited" issued by AAP on April
27, 2000.
(a)(5) Form of Letter to Shareholders of AAP.
(a)(6) Form of Instructions for Shareholders Resident in Australia
and New Zealand.
(b) Credit Agreement, dated as of December 10, 1999, among Apple
Hold Co., New AAP, N.A.J. Co., Ltd., ALAP Hold Co., Ltd.,
the banks party thereto and Morgan Guaranty Trust Company of
New York, Tokyo Branch (incorporated herein by reference to
Exhibit (a)(3) of the Schedule 13E-3 of New AAP filed with
the Commission on November 18, 1999 and amended on December
13, 1999, December 17, 1999 and December 27, 1999 (the
"Offer Schedule 13E-3")).*
(c)(1) Form of Fairness Opinion of Goldman, Sachs & Co., dated
November 15, 1999 (included as Annex A to the Proxy
Statement).*
(c)(2) Presentation Materials of Goldman Sachs & Co., dated
November 15, 1999 (incorporated herein by reference to
Exhibit (b)(2) of the Offer Schedule 13E-3).*
(c)(3) Presentation Materials of Morgan Stanley & Co., dated
September 21, 1999 (incorporated herein by reference to
Exhibit (b)(3) of the Offer Schedule 13E-3).*
(c)(4) Presentation Materials of J.P. Morgan, dated September 21,
1999.*
(d)(1) Tender Offer and Amalgamation Agreement, dated November 15,
1999, between AAP, New AAP and Apple Hold Co. (included as
Annex B to the Proxy Statement).*
(d)(2) Shareholder and Voting Agreement, by and among Apple Hold
Co., New AAP and certain shareholders of AAP, dated November
15, 1999 (incorporated herein by reference to Exhibit (c)(2)
of the Schedule 14D-1 of New AAP filed with the Commission
on November 18, 1999 and amended on December 13, 1999,
December 17, 1999 and December 27, 1999).*
(d)(3) First Amended and Restated Limited Partnership Agreement of
Apple Hold Co., dated as of November 12, 1999 (incorporated
herein by reference to Exhibit 1 of AAP's Schedule 13D filed
with the Commission on December 27, 1999 (the "Schedule
13D")).*
(d)(4) Operating Agreement of AP New Co., LLC, dated as of November
12, 1999 (incorporated herein by reference to Exhibit 2 of
the Schedule 13D).*
(d)(5) Agreement Regarding Jumpstart Entities, among Amway
Corporation, AP New Co., LLC, ALAP Hold Co., Ltd., Apple
Hold Co., Jay Van Andel Trust, RDV Corporation, Jay Van
Andel, Stephen Van Andel, David Van Andel, Richard DeVos,
Jr. and Douglas DeVos, dated as of December 16, 1999
(incorporated by herein reference to Exhibit 3 of the
Schedule 13D).*
(f) Bermuda Law Regarding Appraisal Rights (included as Annex C
to the Proxy Statement).*
(g) Not applicable.
(h) Not applicable.
(i) Amway Asia Pacific's Annual Report on Form 20-F for the
fiscal year ended August 31, 1999.*
(j) Consent of KPMG LLP.*
</TABLE>
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* Previously filed as exhibits to the Schedule 13E-3 filed on March 30, 2000.
<PAGE> 1
Exhibit (a)(2)
LETTER OF TRANSMITTAL
TO SURRENDER SHARES
OF COMMON STOCK
OF
AMWAY ASIA PACIFIC LTD.
FOR $18.00 PER SHARE
TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK
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BY MAIL: BY HAND:
FIRST CHICAGO TRUST COMPANY OF NEW YORK FIRST CHICAGO TRUST COMPANY OF NEW YORK
CORPORATE ACTIONS C/O SECURITIES TRANSFER AND REPORTING SERVICES
SUITE 4660 INC.
P.O. BOX 2569 ATTN: CORPORATE ACTIONS
JERSEY CITY, NJ 07303-2569 100 WILLIAM STREET, GALLERIA
NEW YORK, NY 10038
BY OVERNIGHT COURIER:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
CORPORATE ACTIONS, SUITE 4660
525 WASHINGTON BLVD.
JERSEY CITY, NJ 07310
</TABLE>
FOR SHAREHOLDERS WITH A MAILING ADDRESS IN AUSTRALIA OR NEW ZEALAND:
If the undersigned currently has a mailing address in Australia or New
Zealand, he or she, in his or her sole discretion, may elect to surrender his or
her previously outstanding shares of common stock, $0.01 par value per share, of
Amway Asia Pacific Ltd., by delivering this Letter of Transmittal, the
certificates representing such shares and other documents, if necessary, by
overnight courier or mail to:
PERPETUAL REGISTRARS LIMITED
G.P.O. BOX 1736P
MELBOURNE, VIC 3001
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE PAYING AGENT.
This Letter of Transmittal is to be completed, signed by each holder of the
previously outstanding shares of common stock, $0.01 par value per share, of
Amway Asia Pacific Ltd. represented by the certificates surrendered herewith for
payment and mailed or delivered, together with all said certificates to the
Paying Agent.
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DESCRIPTION OF SHARES SURRENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES SURRENDERED
APPEAR(S) ON CERTIFICATE(S), IF ANY) (ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY
NUMBER(S)* CERTIFICATE(S)*
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TOTAL
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* Need not be completed by holders surrendering by book-entry transfer.
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</TABLE>
In connection with the amalgamation of Amway Asia Pacific Ltd. and New AAP
Limited, with Amway Asia Pacific continuing as the amalgamated company (the
"Amalgamation"), pursuant to the Tender Offer and
<PAGE> 2
Amalgamation Agreement (the "Agreement"), dated November 15, 1999, among Amway
Asia Pacific Ltd., New AAP Limited and Apple Hold Co., Ltd., the undersigned
surrenders to First Chicago Trust Company of New York (the "Paying Agent") or,
for holders of certificates with a mailing address in Australia or New Zealand
who, in their sole discretion, elect to submit their certificates to Perpetual
Registrars Limited, the certificates described above (the "Certificates")
formerly representing outstanding shares of common stock, $0.01 par value per
share (the "Shares"), of Amway Asia Pacific, which Shares represent the right to
receive in cash U.S.$18.00 per share, net to the shareholder (pre-tax) without
interest (the "Amalgamation Consideration") (less the amount of any stock
transfer, U.S. backup or other applicable withholding tax which may be deducted
from such amount) on the terms and subject to the conditions of the Agreement.
Holders of Certificates with a mailing address in Australia or New Zealand who,
in their sole discretion, elect to surrender their Certificates to Perpetual
Registrars Limited will receive an amount equal to the Amalgamation
Consideration exchanged into Australian dollars converted at the exchange rate
existing on the date of such payment. See Instruction 9. For purposes of this
Letter of Transmittal, the term "Paying Agent" means Perpetual Registrars
Limited for those holders who have a mailing address in Australia or New Zealand
and choose to surrender their Certificates thereto.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to surrender the Certificates and that Amway Asia
Pacific, the continuing company, will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
the same will not be subject to any adverse claim. The undersigned hereby
acknowledges that delivery of the Certificates will be effected and risk of loss
and title to such Certificates will pass only upon proper surrender thereof to a
Paying Agent.
The undersigned hereby irrevocably constitutes and appoints the applicable
Paying Agent the true and lawful agent and attorney-in-fact of the undersigned
with respect to the Certificates and any and all rights represented thereby with
full power of substitution and resubstitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to deliver the
Certificates, together with all accompanying evidences of transfer and
authenticity, to Amway Asia Pacific, the continuing company, for cancellation
upon receipt by such Paying Agent, as the agent of the undersigned, of the
Amalgamation Consideration therefor. The authority herein conferred or agreed to
be conferred will not be affected by, and will survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder will be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and personal and legal representatives of the undersigned.
The undersigned understands that surrender of the Certificates for payment
of the Amalgamation Consideration will not be deemed to have occurred unless and
until the applicable Paying Agent has received the Certificates and this Letter
of Transmittal, properly completed and duly executed, together with all
accompanying evidence of authority in form satisfactory to Amway Asia Pacific,
the continuing company (which may delegate such power in whole or in part to
such Paying Agent). All questions as to the validity, form and eligibility of
any surrender of Certificates hereunder will be determined by Amway Asia
Pacific, the continuing company, which determination shall be final and binding
on all parties. The undersigned hereby agrees, upon request, to execute and
deliver any additional documents deemed by its Paying Agent or Amway Asia
Pacific, the continuing company, to be necessary or desirable in connection with
the surrender of the Certificates.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check(s) for the amount to which the undersigned is entitled to
the name(s) shown on the face of the Certificate(s) surrendered herewith.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail any check to be issued to the registered holder(s) to the address of
record as indicated above.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Amalgamation Consideration
of Shares surrendered (less the amount of any U.S. backup or other
applicable withholding tax which may be required to be withheld) is to be
issued in the name of someone other than the undersigned.
Issue Check to:
Name
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(PLEASE PRINT)
Address
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION NO.
OR SOCIAL SECURITY NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the Amalgamation Consideration
of Shares surrendered (less the amount of any U.S. backup or other
applicable withholding tax which may be required to be withheld) is to be
mailed to someone other than the undersigned or to the undersigned at an
address other than that shown in the box entitled "Description of Shares
Surrendered."
Mail Check to:
Name
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(PLEASE PRINT)
Address
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(INCLUDE ZIP CODE)
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SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9)
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SIGNATURE(S) OF OWNER(S)
Name(s)
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(PLEASE PRINT)
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Capacity (full title)
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Address
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(INCLUDE ZIP CODE)
Area Code and Telephone Number: ___________________
Dated __________________, 2000
Taxpayer ID No. or Social Security No. _____________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock 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 a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation
or other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5.)
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature: ____________________________________________________
Name: ____________________________________________________________________
Title: ___________________________________________________________________
Name of Firm: ____________________________________________________________
Address: _________________________________________________________________
Area Code and Telephone Number:
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Dated
-------------------------------------------------- , 2000
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SUBSTITUTE Enter your identification number in the appropriate box. Social Security Number OR
FORM W-9 For most individuals, this is your Social Security Number. Employer Identification Number
DEPARTMENT OF THE If you do not have a number, see How to Obtain a TIN in --------------------------------
TREASURY, INTERNAL the enclosed Guidelines.
REVENUE SERVICE
PAYER'S REQUEST
FOR
TAXPAYER
IDENTIFICATION
NO.
---------------------------------------------------------------------------------------------
NOTE: If the account is in more than one name, see the chart on page 1 of enclosed Guidelines
for guidelines on which number to give the payer.
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Certificate: Under penalties of perjury, I certify that:
For Payees Exempt From Backup
(1) The number shown on this form is my correct Taxpayer Withholding (see enclosed
Identification Number (or I am waiting for a number to Guidelines)
be issued to me), and
(2) I am not subject to backup withholding either because
I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a
result of a failure to report all interest or
dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
SIGNATURE __________________________
DATED ___________ , 2000
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE AGREEMENT. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE> 6
INSTRUCTIONS TO LETTER OF TRANSMITTAL
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if (a) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of shares) of the Shares surrendered
herewith unless such holder(s) have completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (b) if such Shares are surrendered for the account
of a participant in the Securities Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion
Program (an "Eligible Institution"). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by a financial institution (including
most banks, savings and loan associations and brokerage houses) which is an
Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. In accordance with
Instructions set forth herein, the Certificate(s) together with a properly
completed and duly executed Letter of Transmittal, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the applicable Paying Agent at one of its addresses set forth
herein in order to make an effective delivery.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES IS AT THE
OPTION AND RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED FOR SUCH DOCUMENTS TO REACH THE APPLICABLE
PAYING AGENT. DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY SUCH
PAYING AGENT.
3. Inadequate Space. If the space provided in the box captioned
"Description of Shares Surrendered" is inadequate, the Certificates and/or the
number of Shares evidenced by such Certificates should be listed on a separate
signed schedule and attached hereto.
4. Lost, Destroyed or Stolen Shares. If any Certificate(s) evidencing
Shares has been lost, destroyed or stolen, the holder should promptly notify the
applicable Paying Agent. The holder will then be instructed as to the steps that
must be taken. This Letter of Transmittal and related documents cannot be
processed until the procedures to address lost, destroyed or stolen Certificates
have been followed.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
certificates evidencing the shares of Common Stock surrendered hereby, the
signature(s) must correspond with the name(s) as written on the face of the
Certificates without any change whatsoever.
If any of the Certificates representing Shares surrendered hereby are held
of record by two or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Certificates representing Shares surrendered hereby are
registered in different names of different holders, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Certificates evidencing the Shares surrendered hereby, no endorsement of
Certificates or separate stock powers are required unless payment of the
Amalgamation Consideration (less the amount of any U.S. backup or other
applicable withholding tax which may be required to be withheld) is to be made
in the name of any person other than the registered holder(s). Signatures on any
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 shares of Common Stock surrendered hereby, Certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the Certificates
evidencing such Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Amway Asia Pacific, the continuing company, of the authority of such person so
to act must be submitted.
<PAGE> 7
6. Stock Transfer Taxes. Except as provided in this Instruction, Amway Asia
Pacific, the continuing company, will pay any stock transfer taxes with respect
to the surrender of any shares of Common Stock. If, however, payment of the
Amalgamation Consideration (less the amount of any U.S. backup or other
applicable withholding tax which may be required to be withheld) is to be made
in the name of any person other than the registered holder(s), then the amount
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such person
will be deducted from the Amalgamation Consideration unless satisfactory
evidence of the payment of such taxes, or exemption therefrom is submitted.
7. Special Payment and Delivery Instructions. If the check for the
Amalgamation Consideration of Shares purchased (less the amount of any U.S.
backup or other applicable withholding tax which may be required to be withheld)
is to be issued in the name of a person other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal at
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed.
8. United States Federal Income Tax Withholding. Under U.S. federal income
tax laws, the Paying Agent is required to withhold 31% of the amount of any
payments made pursuant to the Agreement unless certain requirements are
satisfied. In order to avoid such withholding, a holder of Shares must complete
the Substitute Form W-9 set forth above and return it to the applicable Paying
Agent, unless the holder is an "exempt recipient" (including, among others, all
corporations and certain foreign individuals). In order to satisfy such Paying
Agent that a foreign individual qualifies as an exempt recipient, such holder of
Shares must submit a statement, signed under penalties of perjury, attesting to
that individual's exempt status. Such statements can be obtained from the Paying
Agent. For further information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if Shares are held in more than one name), consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9. If such Paying Agent is not provided with the correct taxpayer
identification number and the holder is not an exempt recipient, the holder may
be subject to both civil and criminal penalties, and payments that are made to
such holder pursuant to the Amalgamation may be subject to backup withholding.
Failure to complete the Substitute Form W-9 may require the Paying Agent to
withhold 31% of the amount of any payments made pursuant to the Amalgamation.
Backup withholding is not an additional federal income tax. Rather, the federal
income tax liability of a person 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.
9. Australian or New Zealand Residents. Holders of Shares with a mailing
address in Australia or New Zealand may surrender their Shares to Perpetual
Registrars Limited, which in such case will act for Paying Agent for such
holders. Upon surrender of his or her Certificates to Perpetual Registrars
Limited, such holder will receive the Amalgamation Consideration in Australian
dollars. Perpetual Registrars Limited will convert the Amalgamation
Consideration into the equivalent dollar value in Australian dollars at the
exchange rate existing on the date of payment to such holders.
In the event holders of Shares with a mailing address in Australia or New
Zealand elect not to surrender their Shares to Perpetual Registrars Limited,
such Shares must be mailed or delivered to First Chicago Trust Company of New
York at the addresses set forth in this Letter of Transmittal and in accordance
herewith.
10. Irregularities. All questions as to the Amalgamation Consideration, the
deductions to be made from the Amalgamation Consideration, the form of
documents, and the validity, eligibility and acceptance for payment of any
surrender of Shares will be determined by Amway Asia Pacific, the continuing
company, in its sole discretion, which determination shall be final and binding
on all parties. Amway Asia Pacific, the continuing company, reserves the
absolute right to reject any or all surrender of Shares it determines not to be
in proper form or the acceptance of which or payment for which may, in the
opinion of Amway Asia Pacific's, the continuing company, counsel, be unlawful.
Amway Asia Pacific, the continuing company, also reserves the absolute right to
waive any defect or irregularity in the surrender of any particular Shares, and
Amway Asia Pacific, the continuing company, interpretations of the terms of this
Letter of Transmittal will be final and binding on all parties. No surrender of
Shares will be deemed to be properly made until all defects and irregularities
have been cured or
<PAGE> 8
waived. Unless waived, any defects or irregularities in connection with
surrender must be cured as Amway Asia Pacific, the continuing company, shall
determine.
11. Requests for Assistance or Additional Copies. Questions and requests
for assistance may be directed in the U.S. to the Paying Agent at
1-800-726-9732. Additional copies of this Letter of Transmittal and other
related materials may also be obtained from the Paying Agent.
<PAGE> 1
Exhibit (a)(4)
FOR IMMEDIATE RELEASE Contact: Holly A. Clemente
616 787-8688
AMWAY ASIA PACIFIC ANNOUNCES COMPLETION
OF AMALGAMATION WITH NEW AAP LIMITED
Hong Kong, April 27, 2000 --- Amway Asia Pacific Ltd. (NYSE: AAP; ASX:
AMW) announced the completion of their amalgamation with New AAP
Limited today after receiving approval of the amalgamation at a special
meeting of Amway Asia Pacific shareholders.
As a result of the amalgamation, Amway Asia Pacific shareholders
receive $18.00 per share in cash for each share of Amway Asia Pacific
common stock they own except those shares owned by New AAP Limited and
Apple Hold Co., L.P. Letters of transmittal for shareholders to
exchange their Amway Asia Pacific stock certificates for cash will be
sent to shareholders during the week of May 1.
The amalgamation is the second step in a going private transaction. The
first step of the going private transaction which was the tender offer
by New AAP Limited to purchase the outstanding shares of Amway Asia
Pacific was completed on December 17, 1999. As a result of the
amalgamation, the shares of Amway Asia Pacific common stock are being
delisted from the New York Stock Exchange and the Australian Stock
Exchange Limited. In addition, the shares of Amway Asia Pacific will be
deregistered under the Securities Exchange Act of 1934.
Headquartered in Hong Kong, Amway Asia Pacific Ltd. is the exclusive
distribution vehicle for Amway Corporation in Australia, Brunei,
People's Republic of China, Macau, Malaysia, New Zealand, Taiwan and
Thailand. Amway Asia Pacific Ltd. is one of the largest direct selling
companies in the region, based on sales of Amway consumer products
offered through a core distributor force of approximately 601,000
independent distributors at August 31, 1999.
<PAGE> 1
EXHIBIT (a)(5)
[AMWAY LOGO]
AMWAY ASIA PACIFIC LTD.
38/F The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong
May 1, 2000
Ladies and Gentlemen:
On April 27, 2000, at a special meeting of Amway Asia Pacific Ltd.
shareholders held in Hong Kong, the shareholders of Amway Asia Pacific approved
the amalgamation of Amway Asia Pacific with New AAP Limited, and this
amalgamation was consummated on such date. Under the terms of the amalgamation,
each issued and outstanding share of common stock of Amway Asia Pacific (except
those shares held by New AAP and Apple Hold Co., L.P.), has the right to receive
U.S.$18 per share in cash.
The Letter of Transmittal contained in this package explains what you need
to do to receive U.S.$18 per share in cash for each share of Amway Asia Pacific
common stock that you own. Please read the documents carefully, fill out the
forms as instructed and return the forms and your share certificates where
indicated. The Instructions to Letter of Transmittal, which form part of this
package, will assist you in completing the information. An additional
instruction sheet is provided for holders with Australian and New Zealand
mailing addresses. If you need further assistance, you may reach the Paying
Agents as indicated in the Letter of Transmittal and their representatives can
answer your questions.
Sincerely,
AMWAY ASIA PACIFIC LTD.
/S/ Craig N. Meurlin
Craig N. Meurlin
Vice President, General Counsel
and Assistant Secretary
OUR VISION: To Be The Best Business Opportunity In The World.
<PAGE> 1
Exhibit (a)(6)
INSTRUCTIONS FOR SHAREHOLDERS RESIDENT IN AUSTRALIA AND NEW ZEALAND
1. To receive your cash consideration, you must attach your certificate(s) to
the Letter of Transmittal and lodge it in accordance with the instructions on
the form. You must correctly complete the Letter of Transmittal and any other
applicable forms.
2. If you have lost or misplaced your share certificate(s), please call
Perpetual Registrars Limited Melbourne on 03 9205 4999 at your earliest
convenience. Do not send in the Letter of Transmittal without your
certificate(s).
3. To be completed correctly, you must complete the "Description Of Shares
Surrendered" and the "Sign Here" sections on the Letter of Transmittal.
The remaining sections of the Letter of Transmittal must be completed only to
the extent applicable to the share certificates being surrendered.
4. U.S.A. Taxpayer ID No. or U.S.A. Social Security No.
DO NOT RECORD YOUR AUSTRALIAN TAX FILE NUMBER ON THIS FORM
If you are a U.S. citizen, then you must complete the "Substitute Form W-9"
section ensuring you sign where requested. Please also ensure you have recorded
the appropriate number in the space provided at the "Sign Here" section.
If you are not a U.S. citizen, and you don't have a U.S.A. Taxpayer ID No. or
U.S.A. Social Security ID No. then you must complete a Form W-8 which you will
find attached. The guidelines for use of a W-8 are described on the form. A
substitute form may be required where shares are held in a nominee or similar
capacity.
Note: Failure to complete the Substitute Form W-9 or the Form W-8 will result in
US Backup Withholding Tax at 31% being deducted from your cash consideration.
5. If you wish to receive your cash consideration in Australian Dollars, then
you must submit all of the required documentation including your share
certificate(s) and a properly executed Letter of Transmittal to Perpetual
Registrars Limited in Australia. If you wish to receive your cash consideration
in US Dollars, then you must submit all of the required documentation including
your share certificate(s) and a properly executed Letter of Transmittal to First
Chicago Trust Company of New York.
Please read these instructions in conjunction with the instructions on the
Letter of Transmittal form. If you have read the instructions but still cannot
complete the form, please contact Perpetual Registrars Melbourne on 03 9205
4999.
