-----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, Kcev76lvigPom2Q8USW29pLo3gp2VjFwIHvFroynWGVO6B9rzUxu3FanGnvxiLFc 57ZOtl6hLW56RAQwZ3sjIw== 0000940180-98-000370.txt : 19980402 0000940180-98-000370.hdr.sgml : 19980402 ACCESSION NUMBER: 0000940180-98-000370 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980401 SROS: NONE 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-42697 FILM NUMBER: 98585724 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: 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 14D9/A 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 SC 14D9/A 1 SCHEDULE 14D-9/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- SCHEDULE 14D-9/A Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) --------------------------- Alumax Inc. (Name of Subject Company) Alumax Inc. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value (Title of Class of Securities) 022197107 (CUSIP Number of Class of Securities) ------------------------------------ Helen M. Feeney Alumax Inc. 3424 Peachtree Road, N.E., Suite 2100 Atlanta, Georgia 30326 Telephone: (404) 846-4600 Telecopier: (404) 846-4533 (Name, address and telephone number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) With copies to: John Evangelakos, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Telecopier: (212) 558-3588 ================================================================================ This Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 (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"). ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 is hereby amended and supplemented by inserting the following paragraphs at the end of that Item. The Parent, as the ultimate parent entity of the Purchaser, announced today that it had received a request for additional information (a "Second Request") from the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the proposed acquisition of the Company by the Parent for a combination of cash and Parent Common Stock. A Second Request extends the waiting period under the HSR Act until ten days after the request is substantially complied with, and no purchase of Shares may be consummated until the waiting period expires. The Company received a civil investigative demand seeking further information, but its response does not affect the waiting period under the HSR Act. The Merger Agreement provides that so long as it is in effect and any applicable period under the HSR Act has not expired, the Purchaser is obligated to extend the Offer from time to time for a period or successive periods, each not to exceed ten business days after the previously scheduled Expiration Date. Following receipt of the civil investigative demand referred to above the Company issued a press release on April 1, 1998, a copy of which is filed herewith as Exhibit 16 and incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and supplemented by adding the following Exhibit: 16. Press Release issued by the Company on April 1, 1998. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. ALUMAX INC. By:/s/ Helen M. Feeney ------------------------ Name: Helen M. Feeney Title: Vice President and Corporate Secretary Dated: April 1, 1998 EXHIBIT INDEX EXHIBIT PAGES IN SEQUENTIAL NO. NUMBERING SYSTEM - ------- ------------------ 16. Press Release issued by the Company on April 1, 1998. EX-99.16 2 PRESS RELEASE Exhibit 16 Contacts: Thomas R. Hagley Director, Public Affairs (404) 846-4642 Fax: (404) 846-4691 R. Daniel Loh Alumax Inc. (404) 846-4752 Fax: (404) 846-4691 ALUMAX TO COMPLY WITH REQUEST FOR ADDITIONAL INFORMATION FROM DOJ ATLANTA, April 1, 1998 -- Alumax Inc. (NYSE: AMX; Toronto: AXI) announced today that it has received a civil investigative demand from the Department of Justice (DOJ) seeking information and documents about the company in connection with Aluminum Company of America's (Alcoa; NYSE:AA) previously announced acquisition of Alumax. On March 13, 1998 Alcoa commenced a cash tender offer for one-half of the outstanding Alumax shares at $50 per share. The second step of the transaction will be a merger in which each of the remaining 50 percent of the outstanding Alumax shares will be converted into 0.6975 of a share of Alcoa common stock. In the event less than one-half of the Alumax shares are tendered, the remaining shares will be exchanged in the merger for a combination of cash and Alcoa common stock on a pro rata basis. The tender offer is conditioned on the expiration of the Hart-Scott-Rodino waiting period and other customary conditions. The merger is also subject to customary conditions, including approval by the stockholders of Alumax owning a majority of Alumax shares. Alumax said that it intends to cooperate with the Department of Justice and respond to the civil investigative demand as quickly as possible. Alumax is a world leader in aluminum with assets of more than $3.4 billion and 1997 revenues of more than $2.9 billion. -----END PRIVACY-ENHANCED MESSAGE-----