-----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, NALs5c3gPU5JH7S05x7/smSXX6x1CuMJiCPj3bYkCnP+rbxvwnJ0vjSBYvW4h7w5 2XQNGle6i8MtjlKe3U4F6A== 0000950172-00-000552.txt : 20000315 0000950172-00-000552.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950172-00-000552 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000314 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORDANT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000068366 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 362678716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-07938 FILM NUMBER: 568822 BUSINESS ADDRESS: STREET 1: 15 W. SOUTH TEMPLE STREET 2: SUITE 1600 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8019334000 MAIL ADDRESS: STREET 1: 15 W SOUTH TEMPLE STREET 2: SUITE 1600 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: THIOKOL CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORTON THIOKOL INC DATE OF NAME CHANGE: 19890705 FORMER COMPANY: FORMER CONFORMED NAME: MORTON NORWICH PRODUCTS INC/DE DATE OF NAME CHANGE: 19821004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALCOA INC 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 TO-C BUSINESS ADDRESS: STREET 1: 201 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212 BUSINESS PHONE: 4125532576 MAIL ADDRESS: STREET 1: 201 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212 FORMER COMPANY: FORMER CONFORMED NAME: ALUMINUM CO OF AMERICA DATE OF NAME CHANGE: 19920703 SC TO-C 1 SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------ CORDANT TECHNOLOGIES INC. (Name of Subject Company (Issuer)) CTI ACQUISITION CORP. a wholly owned subsidiary of ALCOA INC. (Names of Filing Persons (Offerors)) ------------ COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) ------------ 218412104 (CUSIP Number of Class of Securities) ------------ Lawrence R. Purtell, Esq. Alcoa Inc. 201 Isabella Street Pittsburgh, PA 15212 Telephone: (412) 553-4545 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: J. Michael Schell, Esq. Margaret L. Wolff, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Telephone: 212-735-3000 [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ALCOA TO ACQUIRE CORDANT TECHNOLOGIES PITTSBURGH and SALT LAKE CITY, March 14, 2000 - Alcoa Inc. and Cordant Technologies Inc. today announced they have entered into a definitive agreement under which Alcoa will acquire all outstanding shares of Cordant for $57.00 per share payable in cash. Alcoa will commence the transaction with a cash tender offer for 100%, but not less than a majority, of the outstanding Cordant shares on a fully diluted basis. If a majority of the outstanding shares are purchased in the tender offer, any remaining Cordant shares will be exchanged for cash in the amount of $57.00 per share in a merger of Cordant and Alcoa's acquisition subsidiary. The transaction is valued at approximately $2.9 billion based on 40 million fully diluted shares of Cordant common stock on March 13, 2000 and the assumption of $685 million in debt. In announcing the transaction, James R. Wilson, chairman and chief executive officer of Cordant, and Alain J. P. Belda, president and chief executive officer of Alcoa, said: "We are pleased to announce this merger that brings together two companies with obvious complementary activities. Customers, employees and shareholders will benefit from combining each company's manufacturing best practices and technological leadership." Both companies' Boards of Directors have approved the merger agreement. The transaction will be conditioned on regulatory approvals, including expiration of applicable waiting periods and other customary conditions. Investors and security holders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer referred to in this press release, when they become available, because they will contain important information. The tender offer statement will be filed by Alcoa with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement will be filed by Cordant with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Alcoa and Cordant at the SEC's website at www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to Alcoa Investor Relations. The solicitation/recommendation statement and such other documents may be obtained by directing such requests to Cordant Investor Relations. # # # Editorial Contacts: Bonita A. Cersosimo Alcoa 1 412 553 4462 Lauren Sides Cordant Technologies 1 801 933 4193 Investor Relations: Randall J. Killeen Alcoa 1 412 553 2231 Shannon Sebahar Cordant Technologies 1 801 933 4029 Alcoa Inc. (NYSE: AA) Cordant Technologies Inc. (NYSE: CDD) FACT SHEET CORDANT TECHNOLOGIES INC. is a technology-based company serving global aerospace and industrial markets. It is composed of three market-leading business groups. Employment: Approximately 17,000 employees worldwide at some 58 facilities located in five countries: U.S., Canada, France, United Kingdom and Japan. BUSINESS GROUPS: HOWMET CASTINGS - A leading supplier of investment cast super-alloy and titanium components used in jet aircraft and in electrical power generation. It is also a leading supplier of investment cast aluminum components used in various aerospace and commercial applications. Employment: Approximately 10,800 1999 Revenues: $1.4 billion HUCK FASTENERS - A global designer and manufacturer of high performance fasteners and fastening systems. Employment: Approximately 2,500 1999 Revenues: $465.2 million THIOKOL PROPULSION - It is a leading supplier of solid rocket propulsion systems for space launch vehicles since the inception of manned space flight. Employment: Approximately 3,800 1999 Revenues: $588 million. ALCOA/CORDANT COMBINATION (billions of dollars) Alcoa Cordant Estimated Total ----- ------- --------------- Revenue $16.3 $2.5 $18.8 Employees 107,700 17,000 124,700 ALCOA/REYNOLDS/CORDANT COMBINATION (billions of dollars) Alcoa & Reynolds* Cordant Estimated Total ---------------- ------- --------------- Revenue $21.0 $2.5 $23.5 Employees 126,700 17,000 143,700 *pending regulatory approval For more information on Cordant Technologies Inc. and its three business groups visit http://www.cordant.com. -----END PRIVACY-ENHANCED MESSAGE-----