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Exhibit (c)(4)
May 11, 2000
XXXX Hold Co., Ltd.
c/o AP New Co., LLC
Attention: Xxxxx X. Xxxxxxx
Amway Corporation
0000 Xxxxxx Xxxxxx Xxxx
Xxx, Xxxxxxxx 00000
Re: Sale of American Depositary Shares of Amway Japan Limited
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Dear Xx. Xxxxxxx:
We hereby agree to sell, assign and transfer to XXXX Hold Co.,
Ltd., a Nevada limited partnership ("XXXX"), and XXXX hereby agrees to purchase
from us, American Depositary Shares ("ADSs") representing shares of common
stock, no par value, of Amway Japan Limited ("AJL"), on the terms and subject to
the conditions set forth in this letter agreement.
We hereby agree to sell, assign and transfer to XXXX all
right, title and interest in and to 108,500 ADSs (the "Shares") for (Yen)745 per
ADS in cash, and XXXX hereby agrees to pay us in the aggregate (Yen)80,832,500
for the Shares (the "Purchase Price"). We agree that the Purchase Price will be
payable in and converted into U.S. dollars at (Yen)101.53 to $1.00, 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 December 22, 1999, the date
of settlement of the tender offer by N.A.J. Co., Ltd. ("NAJ"). Promptly (and in
any event within one business day) after receipt of a signed copy of this letter
agreement, evidence of transfer of the Shares held through The Depository Trust
Company from our broker's account to ALAP's broker's account at:
Michigan National Bank
Participant No.: 986
Agent and Institutional No.: 26293
Account No.: 2402111306
and the Substitute Form W-9, XXXX hereby agrees to wire transfer $796,143.99 to:
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Xx. Xxxxx Xxxxxxx
May 11, 2000
Page 2
Citibank
ABA No.: 000-000-000
In Favor of: Bear Xxxxxxx Securities Corp.
Acct. No.: 09253186
For Credit: Guard Hill Capital LDC
Sub. Acct. No.: 000-000-00
We hereby represent and warrant that we have full power and
authority to surrender the Shares and that XXXX will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
and encumbrances and the same will not be subject to any adverse claim. We
further represent that payment of the Purchase Price is not subject to any stock
transfer taxes, U.S. backup or other withholding tax.
We agree that all agreements in this letter agreement shall be
binding upon any of our trustees in bankruptcy, successors and assigns. We
further agree, on behalf of ourselves, our heirs, executors, administrators,
successors and assigns, to hereby release and forever discharge AJL, NAJ, ALAP,
and all of their predecessors and successors, their present and former parents,
subsidiaries, affiliates, partners, principals, officers, directors, employees,
assigns, beneficiaries, attorneys, representatives, heirs or executors, none of
whom admit any liability but all of whom expressly deny liability, from any and
all liability, actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, and demands whatsoever, in law, admiralty, or equity relating in any
way to the Shares (collectively, the "Claims"), that we or our heirs, executors,
administrators, successors, or assigns ever had, now have, or hereafter can,
shall, or may have for, upon, or by reason of any matter, cause, or thing
whatsoever from the beginning of time to the date of this letter agreement.
Without limitation, this release and discharge applies to any Claims that we, or
our heirs, executors, administrators, successors, and assigns ever had, now
have, or hereafter can, shall, or may have in the two purported class action
lawsuits that were brought in connection with the tender offer by XXX referred
to above -- Xxxxxx Xxxxxxx Xxxxxxxxx, et al., v. Amway Japan Limited, et al.
(pending in the Superior Court of the State of California, Case No. 818124), and
Xxxxx Xxxxxxxx, et al. v. Amway Japan Limited, et al., (pending in the Superior
Court of the State of California, County of Monterrey, Case No. M 47077) -- and
we agree to opt out of and not participate in any of those (or any subsequently
filed similar) class actions.
We agree that any legal action or proceeding brought against
either party to this letter agreement with respect to the matters set forth in
this letter agreement may be brought in such of the courts of competent
jurisdiction of the State of New York in New York County, the City of New York
or in the United States District Court for the Southern District of New York as
either party, its successors or assigns may elect, and by executing and
delivering this letter agreement, we irrevocably submit to the nonexclusive
jurisdiction of such courts. We further agree that all costs and expenses,
including attorneys' fees, incurred in any legal action or
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Xx. Xxxxx Xxxxxxx
May 11, 2000
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proceeding to enforce this letter agreement or arising from a breach of this
letter agreement shall be paid to the prevailing party by the non-prevailing
party.
We agree to keep this letter agreement confidential and shall
not disclose the terms hereof absent a court order directing us to do so.
This letter agreement constitutes the entire agreement and
supersedes any and all other prior agreements and undertakings, both written and
oral, among the parties, with respect to the subject matter hereof and is not
intended to confer upon any person other than XXXX and us, any rights or
remedies hereunder.
Sincerely,
GUARD HILL CAPITAL LDC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
Xxxxxx and accepted as of May 11, 2000
XXXX HOLD CO., LTD.
By: AP NEW CO., LLC, its general partner
By: AMWAY CORPORATION, its manager
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President, General Counsel and Secretary
