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)
FINAL AMENDMENT
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
RICHARD M. DEVOS, JR.
STEPHEN A. VAN ANDEL
(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 9 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
This Final Amendment to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Final Amendment") relates to a tender offer conducted by N.A.J.
Co., Ltd., a joint stock corporation 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 (the "ADSs"), that are beneficially owned by
shareholders of Amway Japan Limited, a joint stock corporation organized under
the laws of Japan (the "Company"). The Offer (as defined herein) commenced on
November 18, 1999. The purchase price for each share of Common Stock was Y1,490,
in cash (the "Common Stock Purchase Price"), less any U.S. backup withholding
and Japanese taxes that were required to be withheld. The purchase price for
each ADS was Y745, in cash (the "ADS Purchase Price"), less any U.S. backup
withholding and Japanese taxes that were required to be withheld. The ADS
Purchase Price was equal to one-half of the Common Stock Purchase Price (because
each ADS represents one-half of one share of Common Stock). The ADS Purchase
Price was payable in and converted into U.S. dollars using the noon buying rate
in New York City for cable transfers of yen announced for customs purposes by
the Federal Reserve Bank of New York on the date of settlement of the Offer in
Japan, December 22, 1999 (the "Common Stock Settlement Date"). The ADSs are
evidenced by American Depositary Receipts. The Offer was made to each holder of
Common Stock and ADSs and subject to the conditions set forth in the Offer to
Purchase, dated November 18, 1999 (the "Offer to Purchase"), of NAJ, and in the
related Letter of Transmittal (the "Letter of Transmittal,' which, together with
the Offer to Purchase, constitutes the "Offer"). Copies of the Offer to Purchase
and the related Letter of Transmittal were filed on November 18, 1999 as
Exhibits (d)(1) and (d)(2), respectively, to the initial filing of the Schedule
13E-3. This Final Amendment is being filed pursuant to Section 13(e) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 13e-3(d)(3)
thereunder. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
With respect to the Common Stock, the Offer expired in Japan, on Friday,
December 17, 1999 and with respect to the ADSs, it expired outside Japan at
12:00 midnight, New York City time, on Friday, December 17, 1999. As of the
Expiration Date, an aggregate of 32,449,800 Shares had been validly tendered and
not withdrawn. On Monday, December 20, 1999, the Company announced that the
Offer had expired and that under the terms of the Offer and in accordance with
applicable rules and regulations, NAJ intended to purchase all Shares tendered
and not withdrawn.
NAJ purchased pursuant to the Offer an aggregate of 650,000 Shares from
certain charitable foundations and institutes established by certain of the
Principal Shareholders. Prior to the consummation of the Offer, the Principal
Shareholders, other than the charitable foundations and institutes that tendered
their Shares pursuant to the Offer, contributed 100,522,422 Shares to ALAP Hold
Co., Ltd., a Nevada limited partnership ("Hold Co.") and the parent of NAJ. RDV
Corporation, one of the Principal Shareholders, retained ownership of 4,500,000
Shares and 4,590,600 Shares were retained by certain institutes and charitable
foundations established by certain of the Principal Shareholders. Giving effect
to the Offer, the tender by the charitable foundations and institutes, the
contribution of Shares by the Principal Shareholders and the retention of the
remaining Shares by RDV Corporation and certain institutes and charitable
foundations, the Principal Shareholders beneficially own 98.6% of the shares of
Common Stock.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required to purchase all 32,449,800 Shares and
pay related fees and expenses is estimated at $510,000,000. All of those funds
were borrowed from Morgan Guaranty Trust Company of New York, Tokyo Branch and
other commercial banks and lending institutions pursuant to the Credit
Agreement, dated as of December 10, 1999, by and among New AAP Limited, Apple
Hold Co., L.P., NAJ, Hold Co., the banks party thereto and Morgan Guaranty Trust
Company of New York, Tokyo Branch.
2
3
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, December 13, 1999
and December 17, 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).**
(3) Credit Agreement, among ALAP, NAJ, Apple Hold Co., L.P., New
AAP Limited, the banks party thereto and Morgan Guaranty
Trust Company of New York, Toyko Branch, dated as of
December 10, 1999.
(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).**
3
4
(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).**
(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).**
(29) Form of English translation of Japanese Tender Offer Report
of NAJ, dated December 20, 1999.
(30) Form of English translation of Press Release, dated December
18, 1999.
(31) Form of English translation of Press Release, dated December
20, 1999.
(32) Form of English translation of Press Release, dated December
21, 1999.
(33) Form of Press Release, dated December 20, 1999.
(34) Form of English translation of Press Release, dated December
22, 1999.
4
5
(35) Form of English translation of Japanese Tender Offer Report
of NAJ, as amended on December 22, 1999.
(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, December 7, 1999, December 13, 1999 and December 17, 1999.
5
6
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 27, 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
By: /s/ RICHARD M. DEVOS, JR.
------------------------------------
By: /s/ STEPHEN A. VAN ANDEL
------------------------------------
6
7
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, December 13, 1999
and December 17, 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).**
(3) Credit Agreement, among ALAP, NAJ, Apple Hold Co., New AAP
Limited, the banks party thereto and Morgan Guaranty Trust
Company of New York, Toyko Branch, dated as of December 10,
1999.
(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).**
7
8
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(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).**
(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).**
(29) Form of English translation of Japanese Tender Offer Report
of NAJ, dated December 20, 1999.
(30) Form of English translation of Press Release, dated December
18, 1999.
(31) Form of English translation of Press Release, dated December
20, 1999.
(32) Form of English translation of Press Release, dated December
21, 1999.
(33) Form of Press Release, dated December 20, 1999.
(34) Form of English translation of Press Release, dated December
22, 1999.
8
9
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(35) Form of English translation of Japanese Tender Offer Report
of NAJ, as amended on December 22, 1999.
(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, December 7, 1999, December 13, 1999 and December 17, 1999.
9