-----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, LjEKWcklPG5/treC6g1hUGyzL7SxgRpGZwd3YZlwCdyVQ1DH4DrJbGlPuY6MHyCO SdaX4/5DCca1apJs9OV9sw== 0000950172-98-000586.txt : 19980617 0000950172-98-000586.hdr.sgml : 19980617 ACCESSION NUMBER: 0000950172-98-000586 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980616 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: 98648763 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. 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 14D-1/A AMENDMENT NO. 6 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 JUNE 16, 1998 This Amendment No. 6 to the Tender Offer Statement on Schedule 14D-1 relates to the offer by AMX Acquisition Corp., a Delaware corporation 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) and (c) are hereby amended and supplemented as follows: "On June 15, 1998, the Parent entered into an agreement with the Antitrust Division to divest its cast plate business pursuant to a mutually agreed upon court order. To effectuate that agreement, on June 15, 1998 the Antitrust Division filed with the United States District Court for the District of Columbia a proposed Final Judgment, a proposed Hold Separate Stipulation and Order and related papers (the "Consent Decree"). If approved and promulgated by the district court as expected, the Consent Decree will require the Parent (1) to divest its cast plate business within 180 days of the date of filing or within five days of the notice of entry of final judgment by the court, whichever is later and (2) in the meantime to operate its cast plate business separate and apart from the other operations of the Parent. A copy of the press release issued by the Parent with respect to the foregoing is attached hereto as Exhibit (a)(8)(v) and incorporated herein by reference." Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented to add the following information: "On June 15, 1998, the Parent issued a press release announcing the extension of the Expiration Date until 5 p.m., New York City time, on Tuesday, June 16, 1998. The Offer had previously been scheduled to expire at 12:00 Midnight, New York City time, on Monday, June 15, 1998. A copy of the press release issued by the Parent announcing the extension of the Offer is attached hereto as Exhibit (a)(8)(v) 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)(v) -- Press Release issued by the Parent on June 15, 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: June 16, 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: June 16, 1998 EXHIBIT INDEX EXHIBIT PAGE IN SEQUENTIAL NO. NUMBERING SYSTEM (a)(8)(v) Press Release issued by the Parent on June 15, 1998. EX-99 2 EXHIBIT (A)(8)(V) - PRESS RELEASE Contact: Bonita A. Cersosimo Phone: (412) 553-4462 ALCOA REACHES AGREEMENT WITH DOJ; TENDER OFFER EXTENDED PITTSBURGH, June 15, 1998 -- Alcoa (NYSE: AA) announced today that it has reached an agreement with the U.S. Department of Justice that clears the way for the company to acquire Alumax Inc. (NYSE: AMX). Under the agreement, Alcoa will sell its cast plate operations in Vernon, California under a consent decree. Annual sales for these operations are approximately $30 million. The consent decree was filed in U.S. District Court late this afternoon. Alcoa also announced that it extended its cash tender offer for up to 27 million Alumax shares until 5:00 p.m., EDT, on Tuesday, June 16, 1998. At the close of business today, 46.5 million shares, or approximately 86%, had been tendered or guaranteed, and not withdrawn. The tender offer purchase price is $50 per share. The subsequent Alcoa/Alumax merger is subject to approval by Alumax shareholders at a special meeting expected to be in the latter half of July. In that merger, each Alumax share would be exchanged for .6975 share of Alcoa stock. Today's closing share price on the NYSE for Alcoa stock was 63-3/4 and for Alumax was 45- 3/8. # # # -----END PRIVACY-ENHANCED MESSAGE-----