from SC 13E4
1 page
<page> [Letter Head] August 10, 1995 Dear Stockholder: American President Companies, Ltd. Is Offering to Purchase Up to 4,000,000 Shares of Its Common Stock (Representing Approximately 13.6% of the Currently Outstanding Shares), at Prices Not Greater Than $30 Nor Less Than $27 Per Share. the Company Is Conducting the Offer Through a Procedure Commonly Referred to as a "Dutch Auction." This Procedure Allows You to Select the Price Within That Price Range at Which You Are Willing to Sell Your Shares to the Company. Based Upon the Number of Shares Tendered and the Prices Specified by the Tendering Stockholders, the Company Will Determine the Single Per Share Price Within That Price Range That Will Allow It to Buy 4,000,000 Shares (Or Such Lesser Number of Shares That Are Properly Tendered). All of the Shares That Are Properly Tendered at Prices at or Below That Purchase Price (And Are Not Withdrawn) Will, Subject to Possible Proration and Conditional Tenders, Be Purchased for Cash at That Purchase Price, Net to the Selling Stockholder. All Other Shares That Have Been Tendered and Not Purchased Will Be Returned to the Stockholder. the Offer Is Explained in Detail in the Enclosed Offer to Purchase and Letter of Transmittal. if You Want to Tender Your Shares, the Instructions on How to Tender Shares Are Also Explained in Detail in the Enclosed Materials. I Encourage You to Read Carefully These Materials and the Enclosed Copy of the Company's Form 10-Q for the Second Fiscal Quarter of 1995 Before Making Any Decision With Respect to the Offer. Sincerely, John M. Lillie Chairman of the Board and Chief Executive Officer
