-----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, DglJylBRNjaI6RstfFcAzos9YfBfAlLHLZo37uWcAqKayUCRfLCch7lNr7IQf+je zUhm9ZRiiN1yk15K7/3kyA== 0000950172-98-000449.txt : 19980508 0000950172-98-000449.hdr.sgml : 19980508 ACCESSION NUMBER: 0000950172-98-000449 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980507 SROS: NYSE 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: 98612918 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 SCHEDULE 14D1 AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 14D-1/A (AMENDMENT NO. 4) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------- 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 MAY 7, 1998 This Amendment No. 4 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 Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented to add the following information: "On May 7, 1998, the Parent issued a press release announcing the extension of the Expiration Date until 12:00 Midnight, New York City time, on Friday, June 5, 1998. The Offer had previously been scheduled to expire at 12:00 Midnight, New York City time, on Thursday, May 7, 1998. A copy of the press release issued by the Parent announcing the extension of the Offer is attached hereto as Exhibit (a)(8)(iii) 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)(iii) -- Press Release issued by the Parent on May 7, 1998. 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. By: /s/ Richard B. Kelson ----------------------------- Name: Richard B. Kelson Title: Vice President and Treasurer Dated: May 7, 1998 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 By: /S/ RICHARD B. KELSON ------------------------------ Name: Richard B. Kelson Title: Executive Vice President and Chief Financial Officer Dated: May 7, 1998 EXHIBIT INDEX Exhibit Page in No. Sequential Numbering System (a)(8)(iii) Press Release issued by the Parent on May 7, 1998. EX-99 2 EXHIBIT (A)(8)(III) - PRESS RELEASE Editorial Contact: Bonita A. Cersosimo Alcoa 412-553-4462 ALCOA EXTENDS TENDER OFFER FOR ALUMAX SHARES PITTSBURGH, Pa. May 7, 1998 Alcoa (NYSE: AA) announced today that it has extended the expiration date of the cash tender offer for up to 27 million shares of common stock of Alumax Inc. (NYSE: AMX) at a price of $50 per share to midnight, EDT, on Friday, June 5, 1998. The offer had previously been scheduled to expire on Thursday, May 7, 1998. As of the close of business on May 6 the number of shares of Alumax common stock that had been validly tendered was 23,913,841. ### -----END PRIVACY-ENHANCED MESSAGE-----