-----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, AO+nAO7jOIeRTbTqj50Ka16Fno7YL2OnD88l25i5z3swB3P+ZFymRqayVxX15CQT 3yk470uKyzhZNzI3AYs4OA== 0000950172-98-000613.txt : 19980623 0000950172-98-000613.hdr.sgml : 19980623 ACCESSION NUMBER: 0000950172-98-000613 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980622 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: 98651953 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 FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A* (FINAL AMENDMENT) 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 22, 1998 ______________________ * This Final Amendment to Schedule 14D-1/A also constitutes the Schedule 13D under the Securities Exchange Act of 1934 of AMX Acquisition Corp. and Aluminum Company of America in connection with the acquisition of Alumax Inc. SCHEDULE 14D-1 CUSIP No. 022197 10 7 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AMX Acquisition Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP: (i)( ) (ii)( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH None REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,540,000 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.076% 14 TYPE OF REPORTING PERSON CO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 14D-1 CUSIP No. 022197 10 7 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Aluminum Company of America 25-0317820 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP: (i)( ) (ii)( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF 7 SOLE VOTING POWER SHARES 27,540,000 Shares BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH None REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 27,540,000 Shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,540,000 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.076% 14 TYPE OF REPORTING PERSON CO * SEE INSTRUCTIONS BEFORE FILLING OUT! This Final Amendment to the Tender Offer Statement on Schedule 14D-1 (the "Final 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"). This Final Amendment also constitutes the Schedule 13D under the Securities Exchange Act of 1934 of the Parent and the Purchaser in connection with the acquisition of the Company. Defined terms used but not otherwise defined herein shall have the meanings set forth in the Offer to Purchase. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 is hereby amended and supplemented by adding to the end thereof the following: "As the Parent announced on June 17, 1998, the Offer expired at 5:00 p.m., New York City time, on Tuesday, June 16, 1998. The Parent has been advised by the Depositary on a final basis that 48,735,807 Shares (including Shares tendered pursuant to notices of guaranteed delivery) were validly tendered and not withdrawn pursuant to the Offer. On June 16, 1998, the Purchaser purchased 27,540,000 Shares in the Offer. Accordingly, the final proration factor is 56.50875%. A copy of the press release issued with respect to the foregoing is attached hereto as Exhibit (a)(8)(vii) and is 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)(vii) -- Press Release issued by the Parent on June 22, 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 22, 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 22, 1998 EXHIBIT INDEX Exhibit Page in Sequential No. Numbering System (a)(8)(vii) Press Release issued by the Parent on June 22, 1998. EX-99 2 EXHIBIT (A)(8)(VII) - PRESS RELEASE Editorial Contact: Bonita A. Cersosimo Phone: (412) 553-4462 ALCOA ANNOUNCES FINAL PRORATION FACTOR IN ITS TENDER OFFER FOR ALUMAX PITTSBURGH, June 22, 1998 Alcoa (NYSE: AA) announced today that it has been advised by its depositary, First Chicago Trust Company of New York, that on a final basis 48,735,807 shares of common stock of Alumax Inc. (NYSE: AMX) were validly tendered and not withdrawn on or prior to the 5:00 p.m., June 16 expiration date of Alcoa's $50 per share cash tender offer, resulting in a final proration factor of 56.50875%. On June 16, Alcoa accepted for payment 27,540,000 shares of common stock of Alumax. This represents approximately 51% of the total outstanding Alumax shares. As previously announced, the tender offer will be followed by a merger in which the remaining outstanding shares of Alumax common stock will be converted into .6975 of a share of Alcoa common stock. The proposed merger is subject to the approval of a majority of Alumax stockholders at a special meeting in July. ### -----END PRIVACY-ENHANCED MESSAGE-----