SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A*
(FINAL AMENDMENT)
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
JUNE 22, 1998
______________________
* This Final Amendment to Schedule 14D-1/A also constitutes the Schedule
13D under the Securities Exchange Act of 1934 of AMX Acquisition Corp.
and Aluminum Company of America in connection with the acquisition of
Alumax Inc.
SCHEDULE 14D-1
CUSIP No. 022197 10 7
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AMX Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP:
(i)( )
(ii)( )
3 SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,540,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.076%
14 TYPE OF REPORTING PERSON
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 14D-1
CUSIP No. 022197 10 7
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Aluminum Company of America
25-0317820
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP:
(i)( )
(ii)( )
3 SEC USE ONLY
4
SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES 27,540,000 Shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 27,540,000 Shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,540,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.076%
14 TYPE OF REPORTING PERSON
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Final Amendment to the Tender Offer Statement on Schedule 14D-1
(the "Final 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"). This Final Amendment also constitutes the Schedule 13D under
the Securities Exchange Act of 1934 of the Parent and the Purchaser in
connection with the acquisition of the Company. Defined terms used but not
otherwise defined herein shall have the meanings set forth in the Offer to
Purchase.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding to the end thereof
the following:
"As the Parent announced on June 17, 1998, the Offer
expired at 5:00 p.m., New York City time, on Tuesday, June 16,
1998. The Parent has been advised by the Depositary on a final
basis that 48,735,807 Shares (including Shares tendered pursuant
to notices of guaranteed delivery) were validly tendered and not
withdrawn pursuant to the Offer. On June 16, 1998, the Purchaser
purchased 27,540,000 Shares in the Offer. Accordingly, the final
proration factor is 56.50875%. A copy of the press release
issued with respect to the foregoing is attached hereto as
Exhibit (a)(8)(vii) and is 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)(vii) -- Press Release issued by the Parent on June
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: June 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.
Aluminum Company of America
By: /s/ Richard B. Kelson
______________________________
Name: Richard B. Kelson
Title: Executive Vice President and
Chief Financial Officer
Dated: June 22, 1998
EXHIBIT INDEX
Exhibit Page in Sequential
No. Numbering System
(a)(8)(vii) Press Release issued by the Parent on June
22, 1998.
Editorial Contact: Bonita A. Cersosimo
Phone: (412) 553-4462
ALCOA ANNOUNCES FINAL PRORATION FACTOR IN ITS TENDER OFFER FOR ALUMAX
PITTSBURGH, June 22, 1998 Alcoa (NYSE: AA) announced today that
it has been advised by its depositary, First Chicago Trust Company of New
York, that on a final basis 48,735,807 shares of common stock of Alumax
Inc. (NYSE: AMX) were validly tendered and not withdrawn on or prior to the
5:00 p.m., June 16 expiration date of Alcoa's $50 per share cash tender
offer, resulting in a final proration factor of 56.50875%. On June 16,
Alcoa accepted for payment 27,540,000 shares of common stock of Alumax.
This represents approximately 51% of the total outstanding Alumax shares.
As previously announced, the tender offer will be followed by a
merger in which the remaining outstanding shares of Alumax common stock
will be converted into .6975 of a share of Alcoa common stock. The
proposed merger is subject to the approval of a majority of Alumax
stockholders at a special meeting in July.
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