-----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, Qt2dIUDOZLvdc11FNeUZBH9mEHGNzIXKAP1JzH/MVdGVfRd3p+caFVIgKH30rZl6 373IEfwNY7RR+iLRITX8mw== 0000950172-00-000553.txt : 20000315 0000950172-00-000553.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950172-00-000553 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: 568827 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 & CORDANT TECHNOLOGIES MERGER OVERVIEW MARCH 14, 2000 FORWARD-LOOKING STATEMENTS Some of the statements that may be made on this conference call are forward-looking. Actual results may differ materially from those projected. Factors such as changes in economic conditions in the markets we serve or others discussed in our latest quarterly and annual reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed today. MERGER AGREEMENT o Alcoa will acquire the outstanding shares of Cordant Technologies for a total consideration of approximately $2.3 billion, or $57.00 per share in cash. o Including the assumption of debt, the enterprise value of the offer is $2.9 billion. o The acquisition will be an all cash transaction, starting with a tender offer. o Closing of the transaction is contingent on customary conditions, including approval by the shareholders of Cordant and regulatory review. MERGER HIGHLIGHTS o Cordant operates three businesses: o HOWMET CASTINGS-A leading supplier of investment cast super-alloy and titanium components used in electrical power generation and in jet aircraft. o HUCK FASTENERS-A global designer and manufacturer of high performance fasteners and fastening systems. o THIOKOL PROPULSION-The leading supplier of solid rocket propulsion systems for space launch vehicles since the inception of manned space flight. o We expect the transaction to be accretive to Alcoa's earnings per share in 2000. o The purchase will result in an increase of approximately $1.5 billion over Cordant's historical book value. For internal analysis, we have used a 20-year amortization period. o Targeted cost and efficiency savings of $125 million pre-tax: o Approximately 70% of the savings are expected to be achieved in the first 12 months after closing. o These savings are in addition to Alcoa's ongoing $1.1 billion pre-tax cost reduction program. o Purchase price: o With cost savings, offer represents a p/e of 7x o Offer is an 11% premium over 1999 peak price o History of strong financial performance, operating income has a 49% 5 yr. CAGR o Access to new markets for Alcoa o Offers the opportunity to globalize Cordant businesses o Complementary product mix o When cost savings have been achieved, the transaction will meet our ROC objectives ALCOA, REYNOLDS AND CORDANT TOGETHER (in millions US$) ALCOA & CORDANT ESTIMATE OF TOTAL REYNOLDS* Revenue $21,000 $2,513 $23,500 EBITDA 3,450 439 3,900 Total assets 26,000 2,482 30,100 Cash flow from operations 2,600 366 3,000 Total debt 4,200 685 7,100 Total debt/capital 25% 43% 36% Number of employees 126,700 17,000 143,700 Based on 1999 results. The estimates are not intended to represent pro forma amounts. Total assets include an estimate of premium paid over book value in the transaction. Total debt includes an estimate of debt to be issued to finance the transaction. * Pending regulatory approval 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) -----END PRIVACY-ENHANCED MESSAGE-----