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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 2
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.
(Names of Persons Filing Statement)
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
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. [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: [ ]
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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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[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.
AMOUNT PREVIOUSLY PAID: $97,294.00 FILING PARTY: N.A.J., CO. LTD.
FORM OR REGISTRATION NO: SCHEDULE
14D-1 DATE FILED: NOVEMBER 18, 1999
Page 1 of 7 Pages
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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 Transaction Statement on Schedule 13E-3,
filed on November 18, 1999 and amended on November 26, 1999 (as amended, the
"Schedule 13E-3"), 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.
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 November 26,
1999 and by Amendment No. 2 on November 30, 1999.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
The information in Item 17 is hereby amended by adding the following
exhibit:
(a) (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 (incorporated
herein by reference to Exhibit (b)(1) of the Schedule 14D-1
of N.A.J. Co., Ltd. filed with the Commission on November
18, 1999 and amended on November 26, 1999 and November 30,
1999 (the "Schedule 14D-1")).**
(2) Form of Term Sheet Regarding Credit Facility (incorporated
herein by reference to Exhibit (b)(2) of the Schedule
14D-1).**
(b) Fairness Opinion of Goldman, Sachs & Co., dated November 15,
1999.**
(c) (1) Form of Tender Offer Agreement, dated November 15, 1999 by
and among AJL, Purchaser and ALAP (incorporated herein by
reference to Exhibit (c)(1) of the Schedule 14D-1).**
(2) Form of Shareholder and Voting Agreement, by and among ALAP,
Purchaser and Certain Shareholders of AJL, dated as of
November 15, 1999 (incorporated herein by reference to
Exhibit (c)(2) of the Schedule 14D-1).**
(3) Form of English translation of Memorandum Regarding Merger
between Purchaser and AJL, dated November 15, 1999
(incorporated herein by reference to Exhibit (c)(3) 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 Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(3) of the Schedule 14D-1).**
(4) Form of Letter to Clients for Use by 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 Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
herein by reference to Exhibit (a)(5) of the Schedule
14D-1).**
(6) Form of Letter to AJL's Holders of Common Stock and ADSs
(incorporated herein by reference to Exhibit (a)(6) of the
Schedule 14D-1).**
(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 (incorporated herein by reference to Exhibit (a)(7) of
the Schedule 14D-1).**
(8) Form of English translation of Additional Information to the
Press Release on November 15, 1999 (incorporated herein by
reference to Exhibit (a)(8) of the Schedule 14D-1).**
(9) Form of English translation of Notice of Approval of Tender
Offer, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(9) of the Schedule 14D-1).**
(10) Form of English translation of Announcement of Approval of
Tender Offer, dated November 15, 1999 (incorporated herein
by reference to Exhibit (a)(10) of the Schedule 14D-1).**
(11) Form of English translation of Announcement of Merger, dated
November 15, 1999 (incorporated herein by reference to
Exhibit (a)(11) of the Schedule 14D-1).**
(12) Form of Statement for AJL Distributors, dated November 15,
1999 (incorporated herein by reference to Exhibit (a)(12) of
the Schedule 14D-1).**
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(13) Form of Statement for AJL Employees on Electronic Bulletin Board, dated November 15, 1999
(incorporated herein by reference to Exhibit (a)(13) of the Schedule 14D-1).**
(14) Form of Communications to Amway Distributors, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(14) of the Schedule 14D-1).**
(15) Form of Tender Offer Announcement to Amway Management and Employees, dated November 15, 1999
(incorporated herein by reference to Exhibit (a)(15) of the Schedule 14D-1).**
(16) Form of Memorandum to Diamonds Direct Distributors, dated November 16, 1999 (incorporated herein by
reference to Exhibit (a)(16) of the Schedule 14D-1).**
(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 (incorporated herein
by reference to Exhibit (a)(17) of the Schedule 14D-1).**
(18) Form of English translation of Report of Announcement of Opinion, dated November 18, 1999
(incorporated herein by reference to Exhibit (a)(18) of the Schedule 14D-1).**
(19) Form of English translation of the Public Notice, dated November 18, 1999 (incorporated herein by
reference to Exhibit (a)(19) of the Schedule 14D-1).**
(20) Form of Summary Advertisement published on November 18, 1999 (incorporated herein by reference to
Exhibit (a)(20) of the Schedule 14D-1).**
(21) Form of English translations of Japanese Tender Offer Explanatory Statement and Tender Offer
Application Form, dated November 18, 1999 (incorporated herein by reference to Exhibit (a)(21) of
the Schedule 14D-1).**
(22) Form of Trustee Direction Form from the 401(k) Trustee (incorporated herein by reference to Exhibit
(a)(22) of the Schedule 14D-1).**
(23) Form of Letter to Participants of the 401(k) Plan (incorporated herein by reference to Exhibit
(a)(23) of the Schedule 14D-1).**
(24) Form of Letter to AJL Shareholders from AJL, dated November 1999 (incorporated herein by reference
to Exhibit (a)(24) of the Schedule 14D-1).
(25) Form of Letter to AJL Shareholders from Purchaser, dated November 1999 (incorporated herein by
reference to Exhibit (a)(25) of the Schedule 14D-1).
(e) Not applicable.
(f) Not applicable.
(g) Consent of Deloitte Touche Tohmatsu (incorporated herein by reference to Exhibit (g) of the Schedule
14D-1).**
(h) Power of Attorney for Purchaser (incorporated herein by reference to Exhibit (h) of the Schedule
14D-1).**
** Previously filed as exhibits to the Transaction Statement on Schedule 13E-3
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
EXHIBIT NO. DESCRIPTION
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(a) (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 (incorporated
herein by reference to Exhibit (b)(1) of the Schedule 14D-1
of N.A.J. Co., Ltd. filed with the Commission on November
18, 1999 and amended on November 26, 1999 and November 30,
1999 (the "Schedule 14D-1")).**
(2) Form of Term Sheet Regarding Credit Facility (incorporated
herein by reference to Exhibit (b)(2) of the Schedule
14D-1).**
(b) Fairness Opinion of Goldman, Sachs & Co., dated November 15,
1999.**
(c) (1) Form of Tender Offer Agreement, dated November 15, 1999 by
and among AJL, Purchaser and ALAP (incorporated herein by
reference to Exhibit (c)(1) of the Schedule 14D-1).**
(2) Form of Shareholder and Voting Agreement, by and among ALAP,
Purchaser and Certain Shareholders of AJL, dated as of
November 15, 1999 (incorporated herein by reference to
Exhibit (c)(2) of the Schedule 14D-1).**
(3) Form of English translation of Memorandum Regarding Merger
between Purchaser and AJL, dated November 15, 1999
(incorporated herein by reference to Exhibit (c)(3) 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 Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by
reference to Exhibit (a)(3) of the Schedule 14D-1).**
(4) Form of Letter to Clients for Use by 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 Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated
herein by reference to Exhibit (a)(5) of the Schedule
14D-1).**
(6) Form of Letter to AJL's Holders of Common Stock and ADSs
(incorporated herein by reference to Exhibit (a)(6) of the
Schedule 14D-1).**
(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 (incorporated herein by reference to Exhibit (a)(7) of
the Schedule 14D-1).**
(8) Form of English translation of Additional Information to the
Press Release on November 15, 1999 (incorporated herein by
reference to Exhibit (a)(8) of the Schedule 14D-1).**
(9) Form of English translation of Notice of Approval of Tender
Offer, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(9) of the Schedule 14D-1).**
(10) Form of English translation of Announcement of Approval of
Tender Offer, dated November 15, 1999 (incorporated herein
by reference to Exhibit (a)(10) of the Schedule 14D-1).**
(11) Form of English translation of Announcement of Merger, dated
November 15, 1999 (incorporated herein by reference to
Exhibit (a)(11) of the Schedule 14D-1).**
(12) Form of Statement for AJL Distributors, dated November 15,
1999 (incorporated herein by reference to Exhibit (a)(12) of
the Schedule 14D-1).**
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EXHIBIT NO. DESCRIPTION
----------- -----------
(13) Form of Statement for AJL Employees on Electronic Bulletin
Board, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(13) of the Schedule 14D-1).**
(14) Form of Communications to Amway Distributors, dated November
15, 1999 (incorporated herein by reference to Exhibit
(a)(14) of the Schedule 14D-1).**
(15) Form of Tender Offer Announcement to Amway Management and
Employees, dated November 15, 1999 (incorporated herein by
reference to Exhibit (a)(15) of the Schedule 14D-1).**
(16) Form of Memorandum to Diamonds Direct Distributors, dated
November 16, 1999 (incorporated herein by reference to
Exhibit (a)(16) of the Schedule 14D-1).**
(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
(incorporated herein by reference to Exhibit (a)(17) of the
Schedule 14D-1).**
(18) Form of English translation of Report of Announcement of
Opinion, dated November 18, 1999 (incorporated herein by
reference to Exhibit (a)(18) of the Schedule 14D-1).**
(19) Form of English translation of the Public Notice, dated
November 18, 1999 (incorporated herein by reference to
Exhibit (a)(19) of the Schedule 14D-1).**
(20) Form of Summary Advertisement published on November 18, 1999
(incorporated herein by reference to Exhibit (a)(20) of the
Schedule 14D-1).**
(21) Form of English translations of Japanese Tender Offer
Explanatory Statement and Tender Offer Application Form,
dated November 18, 1999 (incorporated herein by reference to
Exhibit (a)(21) of the Schedule 14D-1).**
(22) Form of Trustee Direction Form from the 401(k) Trustee
(incorporated herein by reference to Exhibit (a)(22) of the
Schedule 14D-1).**
(23) Form of Letter to Participants of the 401(k) Plan
(incorporated herein by reference to Exhibit (a)(23) of the
Schedule 14D-1).**
(24) Form of Letter to AJL Shareholders from AJL, dated November
1999 (incorporated by reference to Exhibit (a)(24) of the
Schedule 14D-1).
(25) Form of Letter to AJL Shareholders from Purchaser, dated
November 1999 (incorporated herein by reference to Exhibit
(a)(25) of the Schedule 14D-1).
(e) Not applicable.
(f) Not applicable.
(g) Consent of Deloitte Touche Tohmatsu (incorporated herein by
reference to Exhibit (g) of the Schedule 14D-1).**
(h) Power of Attorney for Purchaser (incorporated herein by
reference to Exhibit (h) of the Schedule 14D-1).**
** Previously filed as exhibits to the Transaction Statement on Schedule 13E-3
filed by Purchaser on November 18, 1999 and amended on November 26, 1999.
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