-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RWrVDBhMEFm/EFUv+eEZJxUkqywDcCFy3E0RVKkU3S2lHgIK7n3XmyXYPYT1Ui1W TUUWBjFSjCpy04CKwQXA6w== 0000940180-98-000369.txt : 19980402 0000940180-98-000369.hdr.sgml : 19980402 ACCESSION NUMBER: 0000940180-98-000369 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980401 SROS: NYSE GROUP MEMBERS: ALUMINUM CO OF AMERICA GROUP MEMBERS: AMX ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALUMAX INC CENTRAL INDEX KEY: 0000912600 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 132762395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-42697 FILM NUMBER: 98585636 BUSINESS ADDRESS: STREET 1: 3424 PEACHTREE RD NE STREET 2: STE 2100 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4048464600 MAIL ADDRESS: STREET 1: ALUMAX INC STREET 2: 3424 PEACHTREE RD NE STE 2100 CITY: ATLANTA STATE: GA ZIP: 30326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALUMINUM CO OF AMERICA CENTRAL INDEX KEY: 0000004281 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 250317820 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 425 SIXTH AVENUE STREET 2: ALCOA BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219-1850 BUSINESS PHONE: 412-553-3042 MAIL ADDRESS: STREET 1: 425 SIXTH AVENUE STREET 2: ALCOA BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219-1850 SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ---------------- ALUMAX INC. (NAME OF SUBJECT COMPANY) AMX ACQUISITION CORP. A WHOLLY OWNED SUBSIDIARY OF ALUMINUM COMPANY OF AMERICA (BIDDERS) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 022197 10 7 (CUSIP NUMBER OF CLASS OF SECURITIES) LAWRENCE R. PURTELL, ESQ. ALUMINUM COMPANY OF AMERICA 425 SIXTH AVENUE PITTSBURGH, PENNSYLVANIA 15219 TELEPHONE: (412) 553-4545 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) ---------------- With copies to: J. MICHAEL SCHELL, ESQ. MARGARET L. WOLFF, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 735-3000 APRIL 1, 1998 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (this "Amendment") relates to the offer by AMX Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Aluminum Company of America, a Pennsylvania corporation (the "Parent"), to purchase up to 27,000,000 shares of common stock, par value $.01 per share (the "Shares"), of Alumax Inc., a Delaware corporation (the "Company"), at a price of $50.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated March 13, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Defined terms used but not otherwise defined herein shall have the meanings set forth in the Offer to Purchase. ITEM 10. ADDITIONAL INFORMATION Items 10(b)-(c) are hereby amended and supplemented as follows: On March 31, 1998, the Parent, as the ultimate parent entity of the Purchaser, received a request for additional information (a "Second Request") from the Antitrust Division under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the proposed acquisition of the Company pursuant to the Offer and the Merger. The Second Request extends the waiting period under the HSR Act until ten days after the request is substantially complied with, and no purchase of Shares may be consummated until the waiting period expires. The Parent has been advised that the Company received a civil investigative demand from the Antitrust Division seeking similar information and documents. The Parent and the Company intend to comply with the Antitrust Division's requests for additional information as quickly as possible. In addition, the Merger Agreement provides that so long as it is in effect and any applicable waiting period under the HSR Act has not expired, the Purchaser is obligated to extend the Offer from time to time for a period or successive periods, each not to exceed ten business days after the previously scheduled Expiration Date. Following receipt of the Second Request the Parent issued a press release on April 1, 1998, a copy of which is filed herewith as Exhibit (a)(8)(i) and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following Exhibit: (a)(8)(i) Press Release issued by the Parent on April 1, 1998. 2 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. AMX Acquisition Corp. /s/ Richard B. Kelson By: _________________________________ Name: Richard B. Kelson Title: Vice President and Treasurer Dated: April 1, 1998 3 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Aluminum Company of America /s/ Richard B. Kelson By: _________________________________ Name: Richard B. Kelson Title: Executive Vice President and Chief Financial Officer Dated: April 1, 1998 4 EXHIBIT INDEX
EXHIBIT PAGES IN SEQUENTIAL NO. NUMBERING SYSTEM ------- ------------------- (a)(8)(i) Press Release issued by the Parent on April 1, 1998.
5 EX-99.(A)(8)(I) 2 PRESS RELEASE Exhibit (a)(8)(i) Editorial Contacts: Bonita A. Cersosimo Alcoa 412-553-4462 R. Daniel Loh Alumax Inc. 404-846-4752 Alcoa and Alumax To Comply with Requests for Additional Information from DOJ Pittsburgh and Atlanta, April 1, 1998 - Alcoa (NYSE: AA) and Alumax Inc. (NYSE: AMX) announced today that Alcoa has received a request for additional information from the Department of Justice (DOJ) under the Hart-Scott-Rodino Act concerning Alcoa's previously announced acquisition of Alumax. This second request extends the waiting period under the Hart-Scott-Rodino Act during which the parties are prohibited from closing the transaction pending DOJ review. Alumax also received a civil investigative demand from DOJ seeking similar information and documents, which subject companies often receive in lieu of a second request in a cash tender offer situation. Such requests are not unusual in transactions of this size between two companies in the same industry. On March 13, 1998, Alcoa commenced a cash tender offer for one-half of the outstanding Alumax shares at $50 per share. The second step of the transaction will be a merger in which each of the remaining 50% of the outstanding Alumax shares will be converted into 0.6975 of a share of Alcoa common stock. In the event less than one-half of the shares of Alumax are tendered, the remaining shares will be exchanged in the merger for a combination of cash and Alcoa common stock on a pro rata basis. The tender offer is conditioned on the expiration of the Hart-Scott- Rodino waiting period and other customary conditions. The merger is also subject to customary conditions, including approval by stockholders of Alumax owning a majority of Alumax shares. The companies said that they intend to comply with the DOJ's requests for additional information as quickly as possible. Alcoa is the world's largest producer of aluminum and alumina and a major participant in all segments of the industry: mining, refining, smelting, fabricating and recycling. Alumax is a world leader in aluminum with assets of more than $3.4 billion and 1997 revenues of more than $2.9 billion. 2 -----END PRIVACY-ENHANCED MESSAGE-----