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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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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
APRIL 1, 1998
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (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"). 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)-(c) are hereby amended and supplemented as follows:
On March 31, 1998, the Parent, as the ultimate parent entity of the
Purchaser, received a request for additional information (a "Second Request")
from 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 pursuant to the Offer and the Merger. The 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 Parent has been advised that
the Company received a civil investigative demand from the Antitrust Division
seeking similar information and documents. The Parent and the Company intend
to comply with the Antitrust Division's requests for additional information as
quickly as possible. In addition, the Merger Agreement provides that so long
as it is in effect and any applicable waiting 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 Second Request the Parent issued a press release on
April 1, 1998, a copy of which is filed herewith as Exhibit (a)(8)(i) 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)(i) Press Release issued by the Parent on April 1, 1998.
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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.
/s/ Richard B. Kelson
By: _________________________________
Name: Richard B. Kelson
Title: Vice President and
Treasurer
Dated: April 1, 1998
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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
/s/ Richard B. Kelson
By: _________________________________
Name: Richard B. Kelson
Title: Executive Vice President
and Chief Financial Officer
Dated: April 1, 1998
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EXHIBIT INDEX
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EXHIBIT PAGES IN SEQUENTIAL
NO. NUMBERING SYSTEM
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(a)(8)(i) Press Release issued by the Parent on April 1,
1998.
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Exhibit (a)(8)(i)
Editorial Contacts: Bonita A. Cersosimo
Alcoa
412-553-4462
R. Daniel Loh
Alumax Inc.
404-846-4752
Alcoa and Alumax To Comply with Requests for Additional Information from DOJ
Pittsburgh and Atlanta, April 1, 1998 - Alcoa (NYSE: AA) and Alumax
Inc. (NYSE: AMX) announced today that Alcoa has received a request for
additional information from the Department of Justice (DOJ) under the
Hart-Scott-Rodino Act concerning Alcoa's previously announced
acquisition of Alumax. This second request extends the waiting period under the
Hart-Scott-Rodino Act during which the parties are prohibited from closing the
transaction pending DOJ review. Alumax also received a civil investigative
demand from DOJ seeking similar information and documents, which subject
companies often receive in lieu of a second request in a cash tender offer
situation. Such requests are not unusual in transactions of this size between
two companies in the same industry.
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% 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 shares of Alumax 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 stockholders of Alumax owning a
majority of Alumax shares.
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The companies said that they intend to comply with the DOJ's requests
for additional information as quickly as possible.
Alcoa is the world's largest producer of aluminum and alumina and a
major participant in all segments of the industry: mining, refining, smelting,
fabricating and recycling.
Alumax is a world leader in aluminum with assets of more than $3.4
billion and 1997 revenues of more than $2.9 billion.
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