SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
AMENDMENT NO. 6
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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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
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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.
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.
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