-----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, K+iwcP85hrMxI7R+uCSb9WcXmQk3DwmTa3RgcmXccYZBizf3ztABFpyPUu1r6O9b B3L5rIzHVXzIWD6sVhnj3w== 0000950144-98-007986.txt : 19980701 0000950144-98-007986.hdr.sgml : 19980701 ACCESSION NUMBER: 0000950144-98-007986 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 SROS: NONE FILER: 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-12374 FILM NUMBER: 98658348 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 10-K405/A 1 ALUMAX INC 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ------------------------ AMENDMENT NO. 4 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 1-12374 ALUMAX INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-2762395 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
3424 PEACHTREE ROAD, N.E., SUITE 2100 ATLANTA, GEORGIA 30326 (PRINCIPAL EXECUTIVE OFFICES) TELEPHONE NUMBER: (404) 846-4600 ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS: ON WHICH REGISTERED: Common Stock, $0.01 par value per share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] As of June 16, 1998, 53,920,420 shares of the common stock of the registrant were issued and outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant was $1,241,528,516 as determined by the June 16, 1998 closing price of $47.0625 for one share of common stock on the New York Stock Exchange. ================================================================================ 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors of Alumax Set forth below is certain information concerning the current Directors of the Company.
AGE AT NAME OF DIRECTOR 6/16/98 BUSINESS EXPERIENCE - ---------------- ------- ------------------- L. Don Brown......................... 52 Mr. Brown has been Senior Vice President, Operations/ Technology of Coors Brewing Company since August 1996. For more than five years prior thereto, he held various executive and senior operations positions within the Kraft Foods organization, most recently serving as Senior Vice President, Manufacturing and Engineering. Mr. Brown has been a Director of the Company since 1994. James C. Huntington, Jr. ............ 70 Mr. Huntington has been an independent businessman for more than five years. He is also a director of Dravo Corporation and Westinghouse Air Brake Company. Mr. Huntington has been a Director of the Company since 1993. W. Loeber Landau..................... 66 Mr. Landau has been a partner of Sullivan & Cromwell for more than five years. He has been a Director of the Company since 1993. Allen Born........................... 64 Mr. Born has been a Director of the Company since 1985 and Chairman of the Board since April 1993. He served as Chairman and Chief Executive Officer of Alumax from November 1993 to June 16, 1998. He was also Co-Chairman of Cyprus Amax Minerals Company from November 1993 to November 1995 and Vice Chairman of that company from November 1995 to May 1996. For more than five years prior to November 1993, he had been Chief Executive Officer of AMAX Inc. ("Amax") and also served as Chairman of that company from June 1988 to November 1993. Mr. Born is also a director of Amax Gold Inc., AK Steel Holding Corporation, Cyprus Amax Minerals Company and Inmet Mining Corporation. Paul W. MacAvoy...................... 63 Mr. MacAvoy has been Williams Brothers Professor of Management Studies at the Yale School of Management since January 1991 and served as Dean of such institution from July 1992 to July 1994. He is also a director of Lafarge Corporation. Mr. MacAvoy has been a Director of the Company since 1993. Anne Wexler.......................... 68 Ms. Wexler has been Chairman and Chief Executive Officer of The Wexler Group (a government relations and public affairs firm) for more than five years. She is also a director of Comcast Corporation, the Dreyfus Index Funds, the Dreyfus Mutual Funds, NOVA Corporation, Wilshire Asset Management, the New England Electric System and Wilshire Target Funds, Inc. Ms. Wexler has been a Director of the Company since 1994.
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AGE AT NAME OF DIRECTOR 6/16/98 BUSINESS EXPERIENCE - ---------------- ------- ------------------- Harold Brown......................... 70 Mr. Brown has been Counselor to the Center for Strategic and International Studies since July 1992 and a partner of Warburg, Pincus & Co. since May 1990. He is also a director of Cummins Engine Company, Inc., Evergreen Holdings, Inc., International Business Machines Corporation, Mattel Inc., and Philip Morris Companies Inc. Mr. Brown has been a Director of the Company since 1993. Peter J. Powers...................... 54 Mr. Powers has been Chairman of High View Capital Corporation 1996. He was First Deputy Mayor of New York City from January 1994 to August 1996. Prior to January 1994, Mr. Powers was engaged in the private practice of law. He is also a director of Alliance Capital Technology Fund, the Nile Growth Fund and Middle East Opportunity Fund. Mr. Powers has been a Director of the Company since March 1998. Pierre Des Marais II................. 64 Mr. Des Marais has been President and Chief Executive Officer of Unimedia Inc. (editors and publishers) for more than five years. He is also a director of Hollinger Inc., Imperial Oil Limited, Ouimet-Cordon Bleu Inc., Rothman's Inc., St. Lawrence Cement Inc. and Suzy Shier Limited. Mr. Des Marais has been a Director of the Company since 1993. J. Dennis Bonney..................... 67 Mr. Bonney was, for more than five years prior to his retirement in December 1995, a Vice Chairman of Chevron Corporation. He is also a director of United Meridian Corporation, Aeronovel USA, Inc. and Chicago Bridge and Iron, N.V. Mr. Bonney has been a Director of the Company since 1996. George E. Bergeron................... 56 Mr. Bergeron has been an Executive Vice President of Aluminum Company of America ("Alcoa") since January 1998 and is responsible for corporate growth initiatives for such company. Prior thereto, he had been President of Alcoa's Rigid Packaging Division since 1991. Michael Coleman...................... 47 Mr. Coleman has been a Vice President of Alcoa and President of its Rigid Packaging Division since January 1998. Prior thereto, he had been President of North Star Steel ("North Star") from 1996 through 1997, Executive Vice President-Operations of North Star from 1994 to 1996 and Vice President-Operations from 1993 to 1994. Richard L. Fischer................... 61 Mr. Fischer has been Executive Vice President-Chairman's Counsel of Alcoa for more than five years. L. Patrick Hassey.................... 52 Mr. Hassey has been a Vice President of Alcoa for more than five years and President-Alcoa Europe from November 1997. Prior thereto, he had been President of Alcoa's Aerospace/Commercial Rolled Products business unit for more than five years. Patricia L. Higgins.................. 48 Ms. Higgins has been Vice President and Chief Information Officer of Alcoa since January 1997. Prior thereto, she had been President of the Communications Market Sector Group of Unisys Corporation from 1995 and Group Vice President, Manhattan Market Area, of Nynex Corporation from 1991. Ms. Higgins is also a director of The Williams Companies, Inc. and Fleet Bank, N.A. Richard B. Kelson.................... 51 Mr. Kelson has been Executive Vice President and Chief Financial Officer of Alcoa since May 1997. Prior thereto, he had been Executive Vice President and General Counsel of Alcoa since May 1994 and Senior Vice President-Environment, Health and Safety from 1991. Frank L. Lederman.................... 48 Dr. Lederman has been a Vice President of Alcoa since May 1995 and Chief Technical Officer since December 1995. Prior to May 1995, he had been Senior Vice President and Chief Technical Officer of Noranda, Inc., a company he joined in 1988. G. John Pizzey....................... 52 Mr. Pizzey has been a Vice President of Alcoa since 1996 and President-Alcoa World Alumina since November 1997. Prior thereto, he had been President of the Primary Metals Division of Alcoa from 1995, President of Alcoa's Bauxite and Alumina Division from 1994 and Executive Director - Victoria Operations for Alcoa of Australia and Managing Director of Portland Smelter Services from 1986. Lawrence R. Purtell.................. 51 Mr. Purtell has been Executive Vice President-Environment, Health and Safety and General Counsel of Alcoa since November 1997. Prior thereto, he had been Senior Vice President, General Counsel and Secretary of Koch Industries, Inc. from 1996 and Senior Vice President, General Counsel and Secretary of McDermott International, Inc. from 1993 to 1996. Robert F. Slagle..................... 57 Mr. Slagle has been Executive Vice President-Human Resources and Communications of Alcoa since November 1997. Prior thereto, he had been a Vice President of Alcoa for more than five years, President of Alcoa World Alumina from 1996 and Managing Director-Alcoa of Australia Limited from 1991. G. Keith Turnbull.................... 62 Mr. Turnbull has been Executive Vice President-Alcoa Business System since January 1997. Prior thereto, he had been Executive Vice President- Strategic Analysis/Planning and Information of Alcoa since 1991.
The Board of Directors is divided into three classes with the term of one class expiring at each annual meeting of stockholders. The terms of office of Messrs. Bergeron, L. Don Brown, Huntington, Kelson, Landau, Pizzey, Powers and Purtell will expire at the Company's annual meeting of stockholders to be held in 1998, the terms of office of Messrs. Born, Coleman, Fischer, Hassey and MacAvoy and of Ms. Higgins and Ms. Wexler will expire at the Company's annual meeting of stockholders to be held in 1999 and the terms of office of Messrs. Bonney, Harold Brown, Des Marais, Lederman, Slagle and Turnbull will expire at the Company's annual meeting of stockholders to be held in 2000. Executive Officers of Alumax As of June 16, 1998, the names, offices with the Company, ages and years of service as an officer of all Executive Officers of the Company were as follows:
Years as Name Office Age Officer ---- ------ --- --------- George E. Bergeron President, Chief Executive Office and Director 56 -- Allen Born Chairman of the Board 64 4 Jay M. Linard Senior Vice President and Group Executive 52 1 Robert P. Wolf Senior Vice President and General Counsel 54 8 Michael T. Vollkommer Vice President and Chief Financial Officer 40 4 Christian A. Carrington Vice President, Strategic Planning and Corporate Development 48 -- Helen M. Feeney Vice President and Corporate Secretary 57 4 Philip Gaetano Vice President, Human Resources and Administration 38 -- Eugene R. Greenberg Vice President 59 1 Kevin J. Krakora Vice President and Controller 42 -- Thomas L. Gleason Treasurer 46 1
4 There are no family relationships, by blood, marriage or adoption, between the above officers. All officers are elected until the next annual meeting of the Board of Directors or until their respective successors are chosen and qualified. There is no arrangement or understanding between any of the above officers and any other person pursuant to which he or she was selected as an officer. The principal occupations and positions for the past five years of each of the Executive Officers of the Company are as follows: MR. BERGERON has been President, Chief Executive Officer and a Director of the Company since June 16, 1998. He has also been an Executive Vice President of Alcoa since January 1998 and is responsible for corporate growth initiatives for such company. Prior to January 1998, he had been President of Alcoa's Rigid Packaging Division since 1991. MR. BORN has been a Director of the Company since 1985 and Chairman of the Board since April 1993. He served as Chairman and Chief Executive Officer of Alumax from November 1993 to June 16, 1998. For more than five years prior to November 1993, he had been Chief Executive Officer of Amax and also served as Chairman of that company from June 1988 to November 1993. Mr. Born was also Co-Chairman of Cyprus Amax Minerals Company from November 1993 to November 1995 and Vice Chairman of that company from November 1995 to May 1996. MR. LINARD has been a Senior Vice President of Alumax since September 1997, after having been a Vice President since December 1996. He was designated Group Executive for the Company's semi-fabricated businesses in December 1997. Mr. Linard has also been President of Alumax Extrusions, Inc., a wholly owned subsidiary of the Company, for more than five years. MR. WOLF has been Senior Vice President and General Counsel of Alumax since March 1997, after having been Vice President and General Counsel for more than five years. He also served as Secretary of Alumax from November 1989 to November 1993. MR. VOLLKOMMER has been Vice President and Chief Financial Officer of Alumax since December 1997, after having been Vice President, Strategic Planning and Corporate Development since June 1997. Prior thereto, he had been a Vice President of Alumax since December 1995 and Controller since February 1994. Prior to joining the Company in January 1994, Mr. Vollkommer served as Director of Accounting at Amax from December 1992. MR. CARRINGTON has been Vice President, Strategic Planning and Corporate Development since January 1998. Prior thereto, he developed and managed the Latin American corporate finance advisory practices at both Ernst & Young and Coopers & Lybrand for more than five years. MRS. FEENEY has been Vice President and Corporate Secretary of Alumax since November 1993. For more than five years prior thereto, she had been Corporate Secretary of Amax. MR. GAETANO has been Vice President, Human Resources and Administration since January 1998. Prior thereto, he held various executive and senior managerial positions in the human resources field at Marcam Corporation (an applications software and services company) from March 1996 to March 1997, Fisher Scientific International (a manufacturer and distributor of scientific instruments and apparatuses) from January 1995 to February 1996, GE Capital Corporation from July 1994 to December 1994, Dun & Bradstreet Corporation from May 1993 to June 1994 and Kentucky Fried Chicken Corp. from 1990 to April 1993. He was between positions from March 1997 to January 1998. MR. GREENBERG has been a Vice President of Alumax since December 1996 and President of Alumax Materials Management, Inc., a wholly owned subsidiary of the Company, since September 1996. Before joining Alumax in February 1996, Mr. Greenberg was Vice President -- Materials of Commonwealth Aluminum Company from 1991. MR. KRAKORA has been Vice President and Controller of Alumax since June 1997, after having been Vice President, Finance of Kawneer Company, Inc., a wholly owned subsidiary of the Company, from 1994. Prior thereto, he served four years as the Director of Finance and later Vice President and Controller for Liebert Customer Service and Support, a division of Emerson Electric Co. MR. GLEASON has been Treasurer of the Company since November 1996. For more than five years prior thereto, he held various executive and managerial positions with Royal Bank of Canada, most recently serving as Vice President of Corporate Banking for the Eastern region of the United States. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's Directors and Executive Officers and the beneficial owners of more than ten percent of the Company's common stock, par value $0.01 per share (the "Common Stock"), to file with the Securities and Exchange Commission (the "Commission") initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Because of the complexity of the reporting rules, the Company has assumed responsibility for preparing and filing all reports required to be filed under Section 16(a) by the Directors and Executive Officers. The Company believes that during the last fiscal year it complied with all Section 16 filing requirements applicable to its Directors and Executive Officers. 5 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 30, 1998. Alumax Inc. By /s/ HELEN M. FEENEY ------------------------------------ HELEN M. FEENEY Vice President and Secretary -4- -----END PRIVACY-ENHANCED MESSAGE-----