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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
AMENDMENT NO.1
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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</TABLE>
* 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:
</TABLE>
(Continued on following pages)
Page 1 of 7 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. 1, its Tender Offer Statement on Schedule
14D-1, filed on November 18, 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).
(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.
4
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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 26, 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).
(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.**
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C> <C>
(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.
7
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Exhibit (a)(23)
IMMEDIATE ATTENTION REQUIRED
November 24, 1999
RE: AMWAY CORPORATION PROFIT-SHARING AND 401(K) PLAN
Dear Plan Participant:
Our records reflect that, as a participant in the plan above (the
"Plan"), a portion of your individual account is invested in American Depositary
Shares ("ADSs") each representing one-half of one share of the common stock of
Amway Japan Limited (the "Company"). It has come to our attention that N.A.J.
Co., Ltd. has initiated an offer to purchase all outstanding shares of common
stock of Amway Japan Limited, including shares represented by ADSs. As described
below, you have the right to instruct Fidelity Management Trust Company
("Fidelity"), as trustee of the Plan, concerning whether to tender the ADSs of
Amway Japan Limited credited to your individual account under the Plan.
Enclosed are tender offer materials and a Direction Form that require
your immediate attention. These materials describe an offer to purchase any and
all shares of common stock of Amway Japan Limited, including shares represented
by ADSs, at a price of (Y)1,490 per share (the purchase price for each ADS will
equal one-half of this price ((Y)745), and will be payable in and converted to
U.S. dollars).
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, EASTERN TIME, ON DECEMBER 13,
1999, UNLESS THE OFFER IS EXTENDED. PLEASE COMPLETE AND RETURN THE ENCLOSED
DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER OFFER
DESCRIBED BELOW. NO FACSIMILE TRANSMITTALS OF THE TRUSTEE DIRECTION FORM WILL BE
ACCEPTED.
The remainder of this letter summarizes the transaction, your rights
under the Plan, the procedures for completing the Direction Form, and the
elimination of Amway Japan Limited as an investment option in the Plan. You
should also review the more detailed explanation provided in the other materials
enclosed with this letter, including the Offer to Purchase and the related blue
Letter of Transmittal.
BACKGROUND
N.A.J. Co., Ltd. (the "Purchaser"), a subsidiary of ALAP Hold Co.,
Ltd., itself an entity controlled and beneficially owned by the principal
shareholders of the Company, has made a tender offer to purchase all outstanding
shares of common stock, without par value, of Amway Japan Limited (the
"Shares"), at a price of (Y)1,490 per Share. The enclosed Offer to Purchase
dated November 18, 1999 (the "Offer to Purchase") and the enclosed Letter of
Transmittal, set forth the objectives, terms and conditions of the tender offer
(the "Offer") and are being provided to all of the Company's shareholders.
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The Purchaser's Offer to Purchase extends to the ADSs held by the Plan.
As of November 12, 1999, the Plan held approximately 91,502 ADSs. Only Fidelity,
as trustee of the Plan, can tender these ADSs in the Offer. Nonetheless, as a
participant under the Plan, you have the right to direct Fidelity whether or not
to tender some or all of the ADSs credited to your individual account in the
Plan. Unless otherwise required by applicable law, Fidelity will tender ADSs
credited to participant accounts in accordance with participant instructions
and, except as described below in the ELIMINATION OF AMWAY JAPAN LIMITED AS PLAN
INVESTMENT OPTION section, Fidelity will not tender ADSs credited to participant
accounts for which it does not receive timely INSTRUCTIONS. IF YOU DO NOT
COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO FIDELITY ON A TIMELY
BASIS, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE OFFER.
Please note that the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and the trust agreement between Amway Corporation and
Fidelity, prohibit the sale of ADSs to the Company for less than "adequate
consideration," which Fidelity will determine based on the prevailing or closing
market price of the ADSs on or about the date the ADSs are tendered by Fidelity
pursuant to the Offer (the "prevailing or closing market price"). Accordingly,
depending on the prevailing or closing market price of the ADSs on or about such
date, Fidelity may be unable to tender ADSs in accordance with participant
directions and will instead sell the ADSs in the market.
A tender of ADSs credited to your individual account under the Plan can
be made only by Fidelity as the holder of record. DO NOT COMPLETE THE BLUE
LETTER OF TRANSMITTAL; IT IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER DIRECTLY ADSS CREDITED TO YOUR INDIVIDUAL
ACCOUNT UNDER THE PLAN. IF YOU WISH TO DIRECT FIDELITY CONCERNING THE TENDER OF
YOUR ADSS IN THE PLAN, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION FORM.
FIDELITY MAKES NO RECOMMENDATION AS TO WHETHER TO DIRECT THE TENDER OF
ADSS OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF ADSS. EACH PARTICIPANT
MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
CONFIDENTIALITY
TO ASSURE THE CONFIDENTIALITY OF YOUR DECISION, FIDELITY AND ITS
AFFILIATES OR AGENTS WILL TABULATE THE DIRECTION FORMS. NEITHER FIDELITY NOR ITS
AFFILIATES OR AGENTS WILL MAKE THE RESULTS OF YOUR INDIVIDUAL DIRECTION
AVAILABLE TO THE PURCHASER OR THE COMPANY.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. Please note
that on the reverse side of the Direction Form the number of ADSs credited to
your individual account as of November 12, 1999 is indicated to the right of
your address. For purposes of the final tabulation, Fidelity will apply your
instructions to the number of ADSs credited to your account as of November 30,
1999, the date that transactions in your account with respect to ADSs will be
frozen as described in the Effect of Tender on Your Account Section or as of a
later date if the Offer is extended.
If you do not properly complete the Direction Form or do not return it
by the deadline specified, unless the Offer is extended such ADSs will be
considered NOT TENDERED.
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To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1, 2 or 3. CHECK ONLY
ONE BOX:
- CHECK BOX 1 if you want ALL of the ADSs credited to your
individual account tendered for sale in accordance with the
terms of the Offer.
- CHECK BOX 2 if you want to TENDER A PORTION of the ADSs credited
to your individual account. SPECIFY THE PERCENTAGE (in whole
numbers) of ADSs credited to your individual account that you
want to tender for sale in accordance with the terms of this
Offer. IF THIS AMOUNT IS LESS THAN 100%, YOU WILL BE DEEMED TO
HAVE INSTRUCTED FIDELITY NOT TO TENDER THE BALANCE OF THE ADSS
CREDITED TO YOUR INDIVIDUAL ACCOUNT UNDER THE PLAN.
- CHECK BOX 3 if you do not want the ADSs credited to your
individual account tendered for sale in accordance with the
terms of the Offer and simply want the Plan to continue holding
such ADSs.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that
it is received by Fidelity at the address on the return envelope
(P.O. Box 9142, Hingham, MA 02043) not later than 12:00 Midnight,
Eastern time, on Monday, December 13, 1999, unless the Offer is
extended. If you wish to return the form by overnight mail, please
send it to Fidelity's tabulation agent, Management Information
Services, at 61 Accord Park Drive, Norwell, MA 02061. NO FACSIMILE
TRANSMITTALS OF THE TRUSTEE DIRECTION FORM WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, Eastern time, on Monday, December 13, 1999, unless the Offer is
extended. In order to make an effective withdrawal, you must submit a new
Direction Form which may be obtained by calling Fidelity at 1-800-835-5091. Your
new Direction Form must include your name, address and Social Security number.
Upon receipt of a new, completed and signed Direction Form, your previous
direction will be deemed canceled. You may direct the re-tendering of any ADSs
credited to your individual account by obtaining an additional Direction Form
from Fidelity and repeating the previous instructions for directing tenders as
set forth in this letter.
After the deadline above for returning the Direction Form to Fidelity,
Fidelity and its affiliates or agents will complete the tabulation of all
directions and Fidelity, as trustee, will tender the appropriate number of ADSs.
Unless the Offer is terminated or amended in accordance with its terms, the
Purchaser will then buy all outstanding Shares (and ADSs) that were tendered.
EFFECT OF TENDER ON YOUR ACCOUNT
Due to the Offer and the elimination of Amway Japan Limited as a Plan
investment option, as of 4:00 p.m., Eastern Time, on Tuesday, November 30, 1999,
all transactions concerning Amway Japan Limited in the Plan will be frozen.
Further, all distributions, loans and withdrawals from balances in ADSs will be
frozen after that time. However, balances in ADSs will be utilized to calculate
amounts eligible for distributions, loans and withdrawals throughout the freeze.
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For any ADSs in the Plan that are tendered and purchased by the
Purchaser, the Purchaser will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN
THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH
PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH
THE TERMS OF THE PLAN.
Fidelity will invest proceeds with respect to ADSs credited to your
account in the Fidelity Asset Manager as soon as administratively possible after
receipt of proceeds. You may call Fidelity at 1-800-835-5091 after the
reinvestment is complete to learn the effect of the tender on your account or to
exchange the proceeds of the tender of ADSs from Fidelity Asset Manager into
other investment options offered under the Plan. Fidelity will complete
processing as soon as administratively possible. Fidelity anticipates that the
processing will be completed five to seven business days after receipt of
proceeds from the Purchaser.
ELIMINATION OF AMWAY JAPAN LIMITED AS PLAN INVESTMENT OPTION
Amway Corporation, as the Plan sponsor, has informed Fidelity that
Amway Japan Limited ADSs will no longer be offered as an investment option in
the Plan. Amway will direct Fidelity to liquidate all ADSs that are not tendered
as soon as administratively possible after the tabulation of participants'
tender instructions is complete. Amway will direct Fidelity to either sell the
remaining ADSs on the open market or tender them in the Offer, based on what is
in the best interests of the Plan participants and beneficiaries.
All proceeds received from the sale or tender of Amway Japan Limited
ADSs will be invested in Fidelity Asset Manager and credited to participants'
accounts. You may call Fidelity at 1-800-835-5091 after the reinvestment is
complete to learn the effect of the tender or sale on your account or to
exchange the proceeds of the sale of ADSs from Fidelity Asset Manager into other
investment options offered under the Plan. Fidelity anticipates the processing
will be completed five to seven business days after the proceeds from the sale
or tender are received.
As a result of the freeze described above and the closing of the Amway
Japan Limited Stock Fund as of Tuesday, November 30, 1999, contributions into
ADSs of Amway Japan Limited will not be permitted. Instead, future contributions
will be invested in Fidelity Asset Manager. All future dividends received on the
ADSs will also be invested in Fidelity Asset Manager. In order to change the
investment fund into which future contributions are to be invested or to
exchange the contributions or dividends from Fidelity Asset Manager to other
investments options offered under the Plan, please call Fidelity at
1-800-835-5091.
SHARES OUTSIDE THE PLAN
If you hold Shares or ADSs directly, you will receive, under separate
cover, tender offer materials directly from the Purchaser which can be used to
tender such ADSs directly to the Purchaser. THOSE TENDER OFFER MATERIALS MAY NOT
BE USED TO DIRECT FIDELITY TO TENDER OR NOT TENDER THE ADSS CREDITED TO YOUR
INDIVIDUAL ACCOUNT UNDER THE PLAN. The direction to tender or not tender ADSs
credited to your individual account under the Plan may only be made in
accordance with the procedures in this letter. Similarly, the enclosed Direction
Form may not be used to tender non-Plan Shares or ADSs.
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FURTHER INFORMATION
If you require additional information concerning the procedure to
tender ADSs credited to your individual account under the Plan, please contact
Fidelity at 1-800-835-5091. If you require additional information concerning the
terms and conditions of the Offer, please call Georgeson Shareholder
Communications Inc., the Information Agent, at 1-800-223-2064.
Sincerely,
Fidelity Management Trust Company
5
