SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 5)
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
MAY 27, 1998
This Amendment No. 5 to the Tender Offer Statement on Schedule 14D-1
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"). 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 May 22, 1998, the Parent and the Company issued a joint
press release announcing that the Parent has provided the Antitrust
Division with additional information requested under the HSR Act in
connection with the Offer and the Merger and believes that it is now
in substantial compliance with that request. The Parent and the
Company also announced that the Company has sent to the Antitrust
Division the final submission of additional information requested by
the civil investigative demand it received from the Antitrust
Division with regard to the Offer and the Merger and, upon receipt by
the Antitrust Division of this submission, the Company believes it
will have fully responded to the Antitrust Division's request. In
addition, the Parent has agreed with the Antitrust Division that it
will not close the Offer prior to June 15, 1998 in order for the
Antitrust Division to complete its review. A copy of the joint press
release issued by the Parent and the Company with respect to the
foregoing is attached hereto as Exhibit (a)(8)(iv) and incorporated
herein by reference."
Items 10(f) is hereby amended and supplemented as follows:
"On May 22, 1998, the Parent issued a press release
announcing the extension of the Expiration Date until Midnight,
New York City time, on Monday, June 15, 1998. The Offer had
previously been scheduled to expire at 12:00 Midnight, New York
City time, on Friday, June 5, 1998. A copy of the press release
issued by the Parent and the Company with respect to the
foregoing is attached hereto as Exhibit (a)(8)(iv) 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)(iv) -- Joint Press Release issued by the Parent and
the Company on May 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: May 27, 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: May 27, 1998
EXHIBIT INDEX
EXHIBIT PAGE IN SEQUENTIAL
NO. NUMBERING SYSTEM
(a)(8)(iv) Joint Press Release issued by the
Parent and the Company on May 22, 1998.
Editorial Contact: Bonita A. Cersosimo, Alcoa
412-553-4462
R. Daniel Loh, Alumax Inc.
404-846-4752
ALCOA AND ALUMAX RESPOND TO DOJ REQUEST FOR ADDITIONAL INFORMATION; ALCOA
EXTENDS TENDER OFFER
PITTSBURGH and ATLANTA, May 22, 1998 Alcoa (NYSE: AA) announced
today that it has provided the Department of Justice with additional
information requested under the Hart-Scott-Rodino Act in connection with
Alcoa's acquisition of Alumax (NYSE:AMX) and believes that it is now in
substantial compliance with that request.
Alumax also announced today that it has sent to the Department of
Justice the final submission of additional information requested by the
previously announced civil investigation demand, as modified, under the
Hart-Scott-Rodino Act in connection with the acquisition. Upon receipt by
the Department of Justice of this submission, Alumax believes that it will
have fully responded to the DOJ's request.
Alcoa also said that it has agreed with the DOJ that it will not close
its currently pending acquisition of Alumax prior to June 15, 1998 in order
for the DOJ to complete its review.
In light of its agreement with the DOJ, Alcoa has extended the
expiration date of its cash tender offer for up to 27 million shares of
Alumax common stock at a price of $50 per share to midnight, EDT, on
Monday, June 15, 1998. The offer had previously been scheduled to expire
on Friday, June 5, 1998. As of the close of business on May 21, the number
of shares of Alumax common stock that had been validly tendered and not
withdrawn was 19,642,503
###
