1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 4
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.
ALAP HOLD CO., LTD.
AMWAY JAPAN LIMITED
(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)
------------------------
CRAIG N. MEURLIN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AMWAY CORPORATION
7575 FULTON STREET EAST
ADA, MICHIGAN 49355
(616) 787-6000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
COPY TO:
THOMAS C. DANIELS, ESQ.
JONES, DAY, REAVIS & POGUE
NORTH POINT
901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114
(216) 586-3939
------------------------
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) [sec. 240.13e-3(c)]
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
------------------------
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
- ------------------------------------------------------------------------------------------------------------
$486,477,721.00 $97,294.00
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[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 13 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
This Transaction Statement on Schedule 13E-3, filed on November 18, 1999
and amended on November 26, 1999, November 30, 1999 and December 7, 1999 (as
amended, the "Schedule 13E-3"), relating to the offer by N.A.J. Co., Ltd., a
joint stock corporation ("kabushiki kaisha") organized under the laws of Japan
("NAJ"), 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 ("AJL"), is hereby amended and supplemented as set forth
in this Amendment No. 4. Capitalized terms used but not defined herein have the
meanings assigned to them in the Schedule 14D-1 of NAJ filed with the Securities
and Exchange Commission on November 18, 1999, as amended by Amendment No. 1 on
November 26, 1999, Amendment No. 2 on November 30, 1999, Amendment No. 3 on
December 7, 1999 and Amendment No. 4 on December 13, 1999.
2
3
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth in Item 2 is hereby amended to read as follows:
(a)-(d), (g) This Statement is filed by NAJ, ALAP Hold Co., Ltd. and
AJL. ALAP Hold Co., Ltd., a limited partnership organized under the laws of
Nevada ("ALAP"), is the parent of NAJ. ALAP was formed in September 1999
for the principal purpose of facilitating NAJ's acquisition of all of the
outstanding shares of AJL and has no prior operating history. The principal
executive offices of ALAP are currently located at One East First Street,
Suite 1600, Reno, Nevada 89501. ALAP does not have any significant assets
or liabilities and it has not engaged in activities other than those
incidental to its formation and capitalization, its execution of the
Agreement and preparation for the Offer. The general partner of ALAP is AP
New Co., LLC, a Nevada limited liability company ("AP New Co."). AP New Co.
is managed by Craig N. Meurlin and Lawrence M. Call. The business address
for each of the managers of AP New Co. is 7575 Fulton Street, East, Ada,
Michigan 49355. Messrs. Meurlin and Call are U.S. citizens. The information
set forth in "The Offer -- Certain Information Regarding Purchaser" and
"The Offer -- Certain Information Regarding AJL" in the Offer to Purchase
and in Schedule I -- "PURCHASER DIRECTORS; AJL EXECUTIVE OFFICERS AND
DIRECTORS" thereto is incorporated herein by reference. For purposes of
this Amendment No. 4 to the Schedule 13E-3, all references to Purchaser
shall mean, collectively, N.A.J. Co., Ltd. and ALAP Hold Co., Ltd.
(e)-(f) During the past five years, none of Purchaser's or AJL's
officers or directors (i) have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) were a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in Item 4 is hereby amended as follows:
(a) The information set forth on the cover page of the Offer to
Purchase and in "Introduction," "The Offer -- Number of Shares; Expiration
and Extension of Offer," "The Offer -- Procedure for Tendering Shares,"
"The Offer -- Withdrawal Rights," "The Offer -- Acceptance for Payment of
Shares and Payment of Purchase Price," "The Offer -- Market Information;
Exchange Rates; Dividends and Dividend Policy," "The Offer -- Certain Legal
Matters; Regulatory Approvals," "The Offer -- Extension of Offer;
Termination; Amendments," "The Offer -- Fees and Expenses" and "The
Offer -- Miscellaneous" in the Offer to Purchase is incorporated herein by
reference. The phrase "upon the terms and subject to the conditions of the
Offer" in the first sentence of the third full paragraph on page 3 of the
Offer to Purchase, the first sentence of "The Offer -- Number of Shares;
Expiration and Extension of Offer," the first sentence of "The
Offer -- Procedure for Tendering Shares -- Tender Constitutes and
Agreement" and the first sentence of "The Offer -- Acceptance for Payment
of Shares and Payment of Purchase Price," shall hereinafter read "upon the
terms relating to the tender offer process as described herein."
ITEM 8. FAIRNESS OF THE TRANSACTION.
The information set forth in Item 8 is hereby amended to read as follows:
(a) - (e) The information set forth in "Introduction," "Special
Factors -- Background of the Offer; Recommendation of Disinterested
Directors; Reasons for Recommendation; Opinion of Financial Advisor to the
Disinterested Directors" and "The Offer -- Position of Purchaser Regarding
Fairness of the Offer" in the Offer to Purchase is incorporated herein by
reference. In addition, the Disinterested Directors were also aware of, and
considered, the fact that the recent market price for the Shares
represented a historical low for the Shares.
3
4
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
The information set forth in Item 9 is hereby amended to read as follows:
(a) - (c) The information set forth in "Special Factors -- Background
of the Offer; Recommendation of the Disinterested Directors; Reasons for
the Recommendation; Opinion of the Financial Advisor to the Disinterested
Directors" and in Schedule II to the Offer to Purchase is incorporated
herein by reference.
Pursuant to an engagement letter dated September 1, 1999 (the "Letter
Agreement"), Morgan Stanley & Co. Incorporated ("Morgan Stanley") was engaged as
financial advisor to ALAP Hold Co., Ltd. and Apple Hold Co., Ltd. (together "The
Holdcos") in connection with the cash tender offers for the outstanding public
shares of Amway Japan Limited and Amway Asia Pacific Ltd., collectively "The
Companies." At a meeting on September 21, 1999, Morgan Stanley made a
presentation to the Holdcos regarding certain issues surrounding the
transactions. The purpose of the presentation was to provide guidance on the
process for the cash tender offers and to provide financial advice on the equity
valuation of The Companies but not on the fairness of the consideration that
might be offered for shares of either of The Companies. For the purposes of the
presentation, Morgan Stanley:
- reviewed certain publicly available financial statements and other
information of The Companies;
- reviewed certain internal financial statements and other financial
and operating data concerning The Companies prepared by the management of
The Companies;
- analyzed certain financial projections prepared by the management of
The Companies;
- discussed the past and current operations and financial condition
and the prospects of The Companies with senior executives of The Companies;
- reviewed the reported prices and trading activity for the common
stock of The Companies;
- compared the financial performance of The Companies and the prices
and trading activity of the common stock with that of certain other
comparable publicly-traded companies and their securities;
- reviewed other transactions (mostly in the United States) in which a
majority shareholder acquired all of the outstanding minority shares.
Morgan Stanley assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by Morgan Stanley. With
respect to the financial projections, Morgan Stanley assumed that they were
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the future financial performance of The Companies. Morgan
Stanley did not make any independent valuation or appraisal of the assets or
liabilities of The Companies. Its analysis was necessarily based on economic,
market and other conditions as in effect on, and the information made available
to it as of, September 20, 1999.
Based on financial analysis including comparable company analysis,
discounted cash flow analysis and analysis of precedent transactions, it
discussed a per share offer of $15.00 for Amway Asia Pacific Ltd. and Y1,450 for
Amway Japan Limited. For further detail, please reference Exhibit (b)(3) to this
Schedule 13E-3.
The preparation of the presentation was a complex process and is not
necessarily susceptible to a partial analysis or summary description. In its
presentation, Morgan Stanley considered the results of all of its analyses as a
whole and did not attribute any particular weight to any particular analysis or
factor. Furthermore, Morgan Stanley believes that selecting any portion of its
analyses, without considering all analyses, would create an incomplete view of
the process underlying its presentation. In addition, Morgan Stanley may have
given various analyses and factors more or less weight than other analyses and
factors and may have deemed various assumptions more or less probable than other
assumptions, so that the ranges of valuations resulting from any particular
analysis described above should not be taken to be Morgan Stanley's view of the
actual value of The Companies.
In performing its analyses, Morgan Stanley made numerous assumptions with
respect to the industry performance, general business and economic conditions
and other matters, many of which are beyond the control of The Companies. Any
estimates contained in Morgan Stanley's analysis are not necessarily indicative
of future
4
5
results or actual values, which may be significantly more or less favorable than
suggested by such estimates. The analyses do not purport to be appraisals or to
reflect the prices at which The Companies might actually trade in a public
market or in a private sale or merger transaction.
Morgan Stanley provided advice to The Holdcos during negotiations; however,
Morgan Stanley did not recommend any specific consideration to The Companies or
that any specific consideration constituted the only appropriate consideration
for the transactions. In addition, as described above, Morgan Stanley's
presentation. The Holdcos was one of the many factors taken into consideration
by The Holdcos in making their decisions to proceed with the transactions.
Consequently, the Morgan Stanley analyses as described above should not be
viewed as determinative of the opinion of The Holdcos with respect to the value
of The Companies or the fairness of the consideration offered. The purchase
price for all of the outstanding publicly traded shares of each of The Companies
was determined through arm's-length negotiations between The Holdcos and The
Companies and was approved by The Companies' respective Boards of Directors. The
presentation did not contain and Morgan Stanley did not deliver any opinion
relating to the fairness of the consideration offered for the shares of either
of the Companies.
The Holdcos engaged Morgan Stanley to advise it on strategic alternatives
and to provide Morgan Stanley's advice because of its experience and expertise.
Morgan Stanley is an internationally recognized investment banking and advisory
firm. Morgan Stanley, as part of its investment banking business, is continually
engaged in the valuation of businesses and securities in connection with mergers
and acquisitions, negotiated underwriting, competitive bidding, secondary
distributions of listed and unlisted securities, private placements and
valuation for estate, corporate and other purposes.
Pursuant to The Letter Agreement, Morgan Stanley provided financial
advisory services in connection with the transaction, and The Holdcos agreed to
pay Morgan Stanley a customary fee in connection therewith. The Holdcos have
also agreed to reimburse Morgan Stanley for its expenses incurred in performing
its services. In addition, The Holdcos have agreed to indemnify Morgan Stanley
and its affiliates, their respective directors, officers, agents and employees,
and each person, if any, controlling Morgan Stanley or any of its affiliates
against certain liabilities and expenses, including certain liabilities under
the federal securities laws related to or arising out of Morgan Stanley's
engagement and any related transactions.
5
6
The following is a summary of financial projections provided to financial
advisors:
AMWAY JAPAN LIMITED FINANCIAL PROJECTIONS
KEY ASSUMPTIONS
- All financial projections have been provided by Amway Japan Limited
management
- The projections have been updated in October 1999 to reflect the current
outlook for the company
- FY2000 figures have been produced on a bottom-up, product-by-product,
cost item-by-cost item basis according to the annual budgeting process
- FY2001-FY2004 figures are produced by extrapolating FY2000, using
year-on-year net sales growth and margin ratios as key drivers
- FY2000-FY2004 figures reflect the following:
- Negative impact of recession and adverse publicity since 1997
bottoming out in 1999 and recovery thereafter
- Net sales showing steady growth at 4.0% CAGR but still 14% down on
1997 levels in 2004
- JPY120/US$ in first part of 2000 and JPY110/US$ kept constant
thereafter. Gross margin 69.9% in 2000 and 69% flat thereafter
- Margins altered in 2000 to reflect introduction of 3D Project and
transfer of magazine publishing costs from COS to SG&A. EBIT margin
improvement from 10.3% in 2000 to 14.1% in 2004 reflects the fact that
approximately 50% of SG&A and 40% of Distribution Expenses are fixed
costs
- Effective tax rate reduction in 2000 reflects cuts in Japanese
corporate tax rate; kept constant thereafter
- No significant capital expenditures assumed beyond recurring
maintenance items (HQ and distribution centers) and minor internet
investment
- Working capital requirement largely flat
6
7
AMWAY JAPAN HISTORICAL AND PROJECTED
INCOME STATEMENT
(JPY IN MILLIONS)
AUGUST 31,
-------------------------------------------------------------------------------------------------
2000-
2004
1997A 1998A 1999A 2000E 2001E 2002E 2003E 2004E CAGR
------- ------- ------- ------- ------- ------- ------- ------- ---------
NET SALES............ 203,362 192,458 143,797 150,000 156,000 162,240 168,730 175,479 4.0%
Total Cost of
Sales.......... (57,279) (62,178) (47,738) (45,138) (48,360) (50,294) (52,306) (54,398) 4.8%
------- ------- ------- ------- ------- ------- ------- ------- ----
GROSS PROFIT......... 146,083 130,280 96,059 104,862 107,640 111,946 116,424 121,081 3.7%
------- ------- ------- ------- ------- ------- ------- ------- ----
Total Operating
Expenses....... (98,235) (99,853) (75,798) (89,452) (87,785) (90,537) (93,398) (96,374) 1.9%
------- ------- ------- ------- ------- ------- ------- ------- ----
EBIT................. 47,848 30,427 20,261 15,410 19,855 21,409 23,026 24,707 12.5%
Other
Income -- Net...... 3,299 (698) 746 100 0 0 0 0
Interest Expense..... 0 0 0 0 0 0 0 0
Income Before
Taxes.............. 51,147 29,729 21,007 15,510 19,855 21,409 23,026 24,707 12.3%
------- ------- ------- ------- ------- ------- ------- ------- ----
Income Taxes......... (28,030) (16,950) (10,500) (6,980) (8,935) (9,634) (10,362) (11,118)
Net Income........... 23,117 12,779 10,507 8,530 10,920 11,775 12,664 13,589 12.3%
======= ======= ======= ======= ======= ======= ======= ======= ====
Depreciation......... 1,650 2,046 1,956 2,841 2,850 2,850 2,850 2,850
Change in WC......... (5,138) (1,297) (5,426) (2,731) (328) 507 772 466
CapEx................ (8,254) (1,143) (10,790) (5,916) (1,804) (1,804) (1,804) (1,804)
Net Sales Growth..... (5.4)% (25.3)% 4.3% 4.0% 4.0% 4.0% 4.0%
Gross Margin......... 71.8% 67.7% 66.8% 69.9% 69.0% 69.0% 69.0% 69.0%
EBIT Margin.......... 23.5% 15.8% 14.1% 10.3% 12.7% 13.2% 13.6% 14.1%
Depreciation/Sales... 0.8% 1.1% 1.4% 1.9% 1.8% 1.8% 1.7% 1.6%
CapEx/Dep............ 5.0x 0.6x 5.3x 2.1x 0.6x 0.6x 0.6x 0.6x
Source: Amway Japan management projections
7
8
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 10 is hereby amended to read as follows:
(a) - (b) The information set forth in "Introduction," "Special
Factors -- The Offer, Related Transactions; Agreement," "Special Factors
-- Interests of Certain Persons," "The Offer -- Interests of Certain
Persons" and "The Offer -- Transactions and Agreements Concerning the
Shares" in the Offer to Purchase is incorporated herein by reference. As of
December 1, 1999, Craig N. Meurlin and Lawrence M. Call, each were the
beneficial owners of 1,000 Shares, which represents less than 0.01% of the
outstanding Shares. As of November 1, 1999, Mr. Richard M. DeVos, Jr. was
the beneficial owner of 26,752,811 Shares.
As of November 1, 1999, the following persons were the beneficial owners of
Shares:
NUMBER OF SHARES
NAMES AND ADDRESSES OF COMMON STOCK
OF BENEFICIAL OWNERS BENEFICIALLY OWNED
-------------------- ------------------
Jay and Betty J. Van Andel 55,388,611(1)
David Van Andel 28,407,600(2)
Richard M. and Helen DeVos 27,488,300(3)
Richard M. DeVos, Jr. 26,752,811(4)
- ---------------
(1) Includes 27,614,311 shares of Common Stock held by the Jay Van Andel Trust,
25,787,300 shares of Common Stock held by Japan HC I, Inc. and 1,987,000
shares of Common Stock held by the Jay and Betty J. Van Andel Foundation
(the "Van Andel Foundation"). Under the terms of the Jay Van Andel Trust,
Jay Van Andel has sole voting and dispositive power with respect to the
shares of Common Stock held by such Trust. Jay Van Andel is a director of
Japan HC I, Inc. with shared voting and dispositive power with respect to
the shares of Common Stock held by Japan HC I, Inc., and a co-trustee of the
Van Andel Foundation with shared voting and dispositive power with respect
to the shares of Common Stock held by such Foundation. As the sole
beneficiary of the Betty J. Van Andel Trust, which is the sole shareholder
of Japan HC I, Inc., Betty J. Van Andel has shared voting and dispositive
power with respect to the shares of Common Stock held by Japan HC I, Inc.
due to her right to revoke such Trust. Jay Van Andel and Betty J. Van Andel
are married; as a consequence, each may be deemed to be the beneficial owner
of all of the shares listed.
(2) Includes 25,787,300 shares of Common Stock held by Japan HC I, Inc.,
1,987,000 shares of Common Stock held by the Van Andel Foundation, 536,000
shares of Common Stock held by the Van Andel Institute, 48,600 shares of
Common Stock held by the Van Andel Research Institute, and 48,700 shares of
Common Stock held by the Van Andel Education Institute. David Van Andel is a
director of Japan HC I, Inc. with shared voting and dispositive power with
respect to the shares of Common Stock held by Japan HC I, Inc., and a co-
trustee of the Van Andel Foundation with shared voting and dispositive power
with respect to the shares of Common Stock held by such Foundation, and a
co-trustee of the Van Andel Institute, the Van Andel Research Institute and
the Van Andel Education Institute with shared voting and dispositive power
with respect to the shares of Common Stock held by such Institutes.
(3) Includes 24,868,000 shares of Common Stock held by RDV (AJL) Holdings, Inc.,
2,620,300 shares of Common Stock held by the Richard and Helen DeVos
Foundation (the "DeVos Foundation"). As directors of RDV (AJL) Holdings,
Inc., Richard and Helen DeVos have shared voting and dispositive power with
respect to the 24,868,000 shares of Common Stock held by RDV (AJL) Holdings,
Inc. Helen DeVos is a co-trustee of the DeVos Foundation and has shared
voting and dispositive power of the 2,620,300 shares of Common Stock held by
the DeVos Foundation.
(4) Includes 2,396,800 shares of Common Stock held by RDV GRIT Holdings, Inc.,
1,550,011 shares of Common Stock held by HDV GRIT Holdings, Inc., 20,510,000
shares of Common Stock held by HDV (AJL) Holdings, Inc. and 2,296,000 shares
of Common Stock held by RDV Capital Management L.P. II. As a director of HDV
(AJL) Holdings, Inc., Richard M. DeVos, Jr. shares voting and dispositive
power with respect to the 20,510,000 shares of Common Stock held by HDV
(AJL) Holdings, Inc. Richard M. DeVos, Jr. is a director of each of RDV GRIT
Holdings, Inc. and HDV GRIT Holdings, Inc. with shared voting and
8
9
dispositive power of the shares of Common Stock held by such corporations.
RDV Corporation is the general partner of RDV Capital Management L.P. II.
As a director of RDV Corporation, Richard M. DeVos, Jr. shares voting and
dispositive power of the shares of Common Stock held by RDV Capital
Management L.P. II. Richard M. DeVos, who holds an indirect interest in RDV
GRIT Holdings, Inc., but has no voting or dispositive power with respect to
the shares of Common Stock held by such corporation, disclaims beneficial
ownership of such shares. Helen DeVos, who holds an indirect interest in
HDV GRIT Holdings, Inc., but has no voting or dispositive power with
respect to the shares of Common Stock held by such corporation, disclaims
beneficial ownership of such shares. Richard M. DeVos, Jr. is a trustee and
beneficiary of the Richard M. DeVos, Jr. Christmas Trust, which is a
shareholder of HDV (AJL) Holdings, Inc.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
The information set forth in Item 12 is hereby amended to read as follows:
(a) The information set forth in "Introduction" and "The
Offer -- Interests of Certain Persons" in the Offer to Purchase is
incorporated herein by reference. In addition, Purchaser has been informed
by the Principal Shareholders that they will not tender their Shares in
response to the Offer (other than 650,000 Shares owned by one of the
charitable foundations and certain institutes established by certain of the
Principal Shareholders).
(b) The information set forth in "Introduction" and "Special
Factors -- Background of the Offer; Recommendation of the Disinterested
Directors; Reasons for the Recommendation; Opinion of the Financial Advisor
to the Disinterested Directors" in the Offer to Purchase is incorporated
herein by reference. In addition, the Disinterested Directors were also
aware of, and considered, the fact that recent market prices for the Shares
represented a historical low for the Shares.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
The information in Item 17 is hereby amended by adding the following
exhibits:
(a) (1) Form of Senior Bank Financing Commitment Letter among NAJ,
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. and ALAP Hold Co., Ltd. filed with the
Commission on November 18, 1999 and amended on November 26,
1999, November 30, 1999, December 7, 1999 and December 13,
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) (1) Fairness Opinion of Goldman, Sachs & Co., dated November 15,
1999.**
(2) Presentation Materials of Goldman Sachs & Co., dated
November 15, 1999.
(3) Presentation Materials of Morgan Stanley & Co. Incorporated,
dated September 21, 1999.
(c) (1) Form of Tender Offer Agreement, dated November 15, 1999 by
and among AJL, NAJ 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,
NAJ 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 NAJ 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).**
9
10
(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).**
(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).**
10
11
(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 NAJ, dated November
1999 (incorporated herein by reference to Exhibit (a)(25) of
the Schedule 14D-1).**
(26) Form of Question and Answer Memorandum to Distributors,
dated December 2, 1999 (incorporated herein by reference to
Exhibit (a)(26) of the Schedule 14D-1).**
(27) Form of English translation of the Public Notice, dated
December 7, 1999 (incorporated herein by reference to
Exhibit (a)(27) of the Schedule 14D-1).**
(28) Form of English translation of Japanese Tender Offer
Registration Statement, amended on December 7, 1999
(incorporated herein by reference to Exhibit (a)(28) 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 NAJ (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 NAJ on November 18, 1999 and amended on November 26, 1999, November
30, 1999 and December 7, 1999.
11
12
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 13, 1999 N.A.J. CO., LTD.
By: /s/ LAWRENCE M. CALL
------------------------------------
Name: Lawrence M. Call
Title: Attorney-in-Fact
ALAP HOLD CO., LTD.
By: AP NEW CO., LLC, as general
partner
By: /s/ CRAIG N. MEURLIN
------------------------------------
Name: Craig N. Meurlin
Title: Manager
AMWAY JAPAN LIMITED
By: /s/ RICHARD S. JOHNSON
------------------------------------
Name: Richard S. Johnson
Title: President and Representative
Director
12
13
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) (1) Form of Senior Bank Financing Commitment Letter among NAJ,
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. and ALAP Hold Co., Ltd. filed with the
Commission on November 18, 1999 and amended on November 26,
1999, November 30, 1999, December 7, 1999 and December 13,
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) (1) Fairness Opinion of Goldman, Sachs & Co., dated November 15,
1999.**
(2) Presentation Materials of Goldman Sachs & Co., dated
November 15, 1999.
(3) Presentation Materials of Morgan Stanley & Co. Incorporated,
dated September 21, 1999.
(c) (1) Form of Tender Offer Agreement, dated November 15, 1999 by
and among AJL, NAJ 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,
NAJ 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 NAJ 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).**
13
14
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(12) Form of Statement for AJL Distributors, dated November 15,
1999 (incorporated herein by reference to Exhibit (a)(12) of
the Schedule 14D-1).**
(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 NAJ, dated November
1999 (incorporated herein by reference to Exhibit (a)(25) of
the Schedule 14D-1).**
(26) Form of Question and Answer Memorandum to Distributors,
dated December 2, 1999 (incorporated herein by reference to
Exhibit (a)(26) of the Schedule 14D-1).**
(27) Form of English translation of the Public Notice, dated
December 7, 1999 (incorporated herein by reference to
Exhibit (a)(27) of the Schedule 14D-1).**
(28) Form of English translation of Japanese Tender Offer
Registration Statement, amended on December 7, 1999
(incorporated herein by reference to Exhibit (a)(28) 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 NAJ (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 NAJ on November 18, 1999 and amended on November 26, 1999, November
30, 1999 and December 7, 1999.
14