-----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, OKGDjajzFM3vK3SgoAtlXEIgUZgSStIyE3FkbS3ki8fTWl7V1g0T/8xh0AvigS7g zB+6Mkh3EcZNYgkBcYaNtw== 0000898822-00-000119.txt : 20000315 0000898822-00-000119.hdr.sgml : 20000315 ACCESSION NUMBER: 0000898822-00-000119 CONFORMED SUBMISSION TYPE: SC 14D9 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 14D9 SEC ACT: SEC FILE NUMBER: 005-07938 FILM NUMBER: 569126 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: 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 14D9 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 SC 14D9 1 SCHEDULE 14D-9 ==================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CORDANT TECHNOLOGIES INC. (Name of Subject Company) CORDANT TECHNOLOGIES INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $1.00 PER SHARE (AND ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) (Title of Class of Securities) 218412 104 (Cusip Number of Class of Securities) Richard L. Corbin Executive Vice President and Chief Financial Officer Cordant Technologies Inc. 15 W. South Temple, Suite 1600 Salt Lake City, Utah (801) 933-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications On Behalf of the Person Filing Statement) WITH A COPY TO: Eric S. Robinson, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 /X/ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. [CORDANT TECHNOLOGIES LOGO] 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." -more- ALCOA TO ACQUIRE CORDANT TECHNOLOGIES, PG. 2 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 web site 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 Contact: 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-----