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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
AMENDMENT NO. 2
TO
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
NIHON AMWAY KABUSHIKI KAISHA
(Exact name of Issuer as Specified in Charter)
AMWAY JAPAN LIMITED
(Translation of Issuer's Name in English)
N.A.J. CO., LTD.
(Bidder)
COMMON STOCK, NO PAR VALUE
AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE-HALF OF ONE SHARE
OF COMMON STOCK, EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
(Title of class of securities)
03 234 J 10 0
(CUSIP Number of ADSs)
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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 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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$486,477,721.00 $97,294.00
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 34,552,978 shares of common stock, no par
value, at Y1490 in cash per share. The exchange rate used to convert the yen
purchase price to dollars for purposes of calculating this filing fee was
Y105.83 = U.S.$1.00, the exchange rate prevailing on November 16, 1999.
[ ] 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)
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SCHEDULE 14D-1
CUSIP No. 03 234 J 10 0
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1 NAME OF REPORTING PERSONS
N.A.J. CO., LTD.
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
Japan
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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
</TABLE>
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N.A.J. Co., Ltd., a joint stock corporation ("kabushiki kaisha") organized
under the laws of Japan ("Purchaser"), hereby amends and supplements, as set
forth in this Amendment No. 2, its Tender Offer Statement on Schedule 14D-1,
filed on November 18, 1999 and amended on November 26, 1999 (as amended, the
"Schedule 14D-1"), relating to the offer by Purchaser to purchase all
outstanding shares of the Common Stock, no par value (the "Common Stock"), and
American Depositary Shares, each representing one-half of one share of Common
Stock, that are beneficially owned by shareholders of Amway Japan Limited, a
joint stock corporation ("kabushiki kaisha") organized under the laws of Japan.
The item number 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.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The information set forth in Item 11 is hereby amended by adding the following
exhibit:
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(a) (1) Form of Offer to Purchase, dated November 18, 1999.**
(2) Form of Letter of Transmittal.**
(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.**
(5) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.**
(6) Form of Letter to AJL's Holders of Common Stock and ADSs.**
(7) Form of Press Release "Amway Japan's Principal Shareholders
to Commence Tender Offer For Outstanding Public Shares"
issued by AJL and the Principal Shareholders on November 15,
1999.**
(8) Form of English translation of Additional Information to the
Press Release on November 15, 1999.**
(9) Form of English translation of Notice of Approval of Tender
Offer, dated November 15, 1999.**
(10) Form of English translation of Announcement of Approval of
Tender Offer, dated November 15, 1999.**
(11) Form of English translation of Announcement of Merger, dated
November 15, 1999.**
(12) Form of Statement for AJL Distributors, dated November 15,
1999.**
(13) Form of Statement for AJL Employees on Electronic Bulletin
Board, dated November 15, 1999.**
(14) Form of Communications to Amway Distributors, dated November
15, 1999.**
(15) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999.**
(16) Form of Memorandum to Diamonds and Direct Distributors,
dated November 16, 1999.**
(17) Form of Press Release "Amway Japan's Principal Shareholders
Commence Tender Offer For Outstanding Public Shares" issued
by AJL and the Public Shareholders on November 18, 1999.**
(18) Form of English translation of Report of Announcement of
Opinion, dated November 18, 1999.**
(19) Form of English translation of the Public Notice, dated
November 18, 1999.**
(20) Form of Summary Advertisement published on November 18,
1999.**
(21) Form of English translations of Japanese Tender Offer
Explanatory Statement and Tender Offer Application Form,
dated November 18, 1999.**
(22) Form of Trustee Direction Form from the 401(k) Trustee.**
(23) Form of Letter to Participants of the 401(k) Plan (Amended
and Restated).**
(24) Form of Letter to AJL Shareholders from AJL, dated November
1999.
(25) Form of Letter to AJL Shareholders from Purchaser, dated
November 1999.
(b) (1) Form of Senior Bank Financing Commitment Letter among
Purchaser, ALAP, Apple Hold Co., L.P., New AAP Limited,
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.**
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(c) (1) Form of Tender Offer Agreement, dated November 15, 1999, by and among AJL, Purchaser and ALAP.**
(2) Form of Shareholder and Voting Agreement, by and among ALAP, Purchaser and Certain Shareholders of
AJL, dated as of November 15, 1999.**
(3) Form of English translation of Memorandum Regarding Merger between Purchaser and AJL, dated November
15, 1999.**
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Consent of Deloitte Touche Tohmatsu.**
(h) Power of Attorney for Purchaser.**
</TABLE>
** Previously filed as exhibits to the Tender Offer Statement on Schedule 14D-1
filed by Purchaser on November 18, 1999 and amended on November 26, 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: November 30, 1999 N.A.J. CO., LTD
By: /s/ Lawrence M. Call
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Name: Lawrence M. Call
Title: Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a) (1) Form of Offer to Purchase, dated November 18, 1999.**
(2) Form of Letter of Transmittal.**
(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.**
(5) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.**
(6) Form of Letter to AJL's Holders of Common Stock and ADSs.**
(7) Form of Press Release "Amway Japan's Principal Shareholders
to Commence Tender Offer For Outstanding Public Shares"
issued by AJL and the Principal Shareholders on November 15,
1999.**
(8) Form of English translation of Additional Information to the
Press Release on November 15, 1999.**
(9) Form of English translation of Notice of Approval of Tender
Offer, dated November 15, 1999.**
(10) Form of English translation of Announcement of Approval of
Tender Offer, dated November 15, 1999.**
(11) Form of English translation of Announcement of Merger, dated
November 15, 1999.**
(12) Form of Statement for AJL Distributors, dated November 15,
1999.**
(13) Form of Statement for AJL Employees on Electronic Bulletin
Board, dated November 15, 1999.**
(14) Form of Communications to Amway Distributors, dated November
15, 1999.**
(15) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999.**
(16) Form of Memorandum to Diamonds and Direct Distributors,
dated November 16, 1999.**
(17) Form of Press Release "Amway Japan's Principal Shareholders
Commence Tender Offer For Outstanding Public Shares" issued
by AJL and the Public Shareholders on November 18, 1999.**
(18) Form of English translation of Report of Announcement of
Opinion, dated November 18, 1999.**
(19) Form of English translation of the Public Notice, dated
November 18, 1999.**
(20) Form of Summary Advertisement published on November 18,
1999.**
(21) Form of English translations of Japanese Tender Offer
Explanatory Statement and Tender Offer Application Form,
dated November 18, 1999.**
(22) Form of Trustee Direction Form from the 401(k) Trustee.**
(23) Form of Letter to Participants of the 401(k) Plan (Amended
and Restated).**
(24) Form of Letter to AJL Shareholders from AJL, dated November
1999.
(25) Form of Letter to AJL Shareholders from Purchaser, dated
November 1999.
</TABLE>
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EXHIBIT NO. DESCRIPTION
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(b) (1) Form of Senior Bank Financing Commitment Letter among
Purchaser, ALAP, Apple Hold Co., L.P., New AAP Limited,
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) Form of Tender Offer Agreement, dated November 15, 1999, by
and among AJL, Purchaser and ALAP.**
(2) Form of Shareholder and Voting Agreement, by and among ALAP,
Purchaser and Certain Shareholders of AJL, dated as of
November 15, 1999.**
(3) Form of English translation of Memorandum Regarding Merger
between Purchaser and AJL, dated November 15, 1999.**
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Consent of Deloitte Touche Tohmatsu.**
(h) Power of Attorney for Purchaser.**
</TABLE>
** Previously filed as exhibits to the Tender Offer Statement on Schedule 14D-1
filed by Purchaser on November 18, 1999 and amended on November 26, 1999.
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Exhibit (a)(24)
November 1999
To Our Shareholders:
As many of you are aware, our principal shareholders have commenced a tender
offer for shares of common stock of Amway Japan, through N.A.J. Co., Ltd., a
Japanese corporation, at an offer price of Y1,490 per share.
According to N.A.J, the tender offer is for all outstanding shares of the
Company and it aims to enable restructuring and realignment of the Company's
business in order to be able to pursue long-term business strategies. As a
result, in addition to providing a fair price to the Company's shareholders, the
tender offer will establish an even more cooperative relationship between the
Company and Amway Corporation in the United States, as well as between the
Company and the whole Amway Group, and contribute to further growth of the
Company.
The tender offer price has been established through negotiation between N.A.J.
and the board of directors of the Company. The price has a 50.5% premium to the
Company's closing share price on November 12 and is set at a level which exceeds
the 52-week high. Goldman Sachs and Co. acted as a third party financial advisor
to the disinterested directors.
Therefore, the board of directors of the Company recommends that our public
shareholders accept the offer and tender their shares.
The Company entered into a Memorandum Regarding Merger dated November 15, 1999
with N.A.J. Co., Ltd. in accordance with the resolution by the board of
directors. If such merger is approved by an extraordinary meeting of
shareholders and statutory merger procedures are completed, OTC registration of
the Company's shares will be cancelled. Under the merger procedures,
shareholders who object to the merger are permitted to an appraisal right;
however, consideration paid to dissenting shareholders could well be different
from the purchase price under this tender offer. Furthermore, we would like you
to be aware that our principal shareholders have expressed their desire to
substantially change our former dividend policy upon completion of the tender
offer.
You should decide whether or not to tender your shares based on careful review
of the Tender Offer Explanatory Statement and other documents.
Tenders can be made at any of Nikko Salomon Smith Barney Limited, The Nikko
Securities Co., Ltd. or Morgan Stanley Japan Limited. Individual shareholders
should contact the nearest retail branch offices of The Nikko Securities Co.,
Ltd. in order to tender.
On behalf of Amway Japan, I would like to take this opportunity to thank our
public shareholders who have supported us through the recent difficulties of
continuing weak economy in Japan and other factors. Both our principal
shareholders and we are committed to doing business in Japan and hope that you
will continue to patronize our products and services.
Sincerely
/s/ Richard S. Johnston
Richard S. Johnson, President and Representative Director
Amway Japan Limited
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Exhibit (a)(25)
November 1999
To Amway Japan Shareholders:
This is to inform you that we commenced on November 18, 1999 a tender offer for
shares of common stock of Amway Japan Limited at an offer price of Y1,490 per
share.
Following completion of the tender offer, Amway Japan and the Company propose to
merge, with the Company as the surviving entity. The Company will continue the
Amway business under the Amway Japan Limited name. It is expected that the
merger will occur within the next several months upon approval by the
extraordinary meeting of shareholders. The principal shareholders of Amway Japan
have agreed to vote their Amway Japan shares in favor of the merger. This
assures that the necessary approval of Amway Japan shareholders for an
extraordinary resolution will be received. As a result of the merger, shares of
Amway Japan will be deregistered from the Japanese OTC. Our tender offer for
Amway Japan shares is to ensure that public shareholders of Amway Japan receive
a full and fair price for the shares before Amway Japan shares become illiquid.
We were informed that the board of directors of Amway Japan determined that the
tender offer is fair and in the best interest of Amway Japan public shareholders
and recommended that they accept the offer and tender their shares.
Enclosed are (i) Tender Offer Explanatory Statement, (ii) a list of offices
where Amway Japan shares may be tendered and (iii) our November 15 joint press
release with Amway Japan for your review. Individual shareholders should contact
the nearest retail branch offices of The Nikko Securities Co., Ltd. in order to
tender.
Sincerely
/s/ Gary K. Sumihiro
Gary K. Sumihiro
Representative Director
N.A.J. Co., Ltd.
Enclosures:
Tender Offer Explanatory Statement
A list of offices where Amway Japan shares may be tendered
November 15 joint press release with Amway Japan
