SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 7)
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)
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 17, 1998
This Amendment No. 7 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding to the end thereof
the following:
"The Offer expired at 5:00 p.m., New York City time, on
Tuesday, June 16, 1998. Subject to final verification, as of
that time 48,735,112 Shares had been validly tendered and not
withdrawn pursuant to the Offer. The Purchaser purchased
27,540,000 Shares in the Offer (including Shares tendered
pursuant to notices of guaranteed delivery). Accordingly, the
preliminary proration factor is 56.51%. A copy of the press
release announcing the expiration of the Offer is attached hereto
as Exhibit (a)(8)(vi) 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)(vi) -- Press Release issued by the Parent on June 17, 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
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Name: Richard B. Kelson
Title: Vice President and Treasurer
Dated: June 17, 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 17, 1998
EXHIBIT INDEX
EXHIBIT PAGE IN SEQUENTIAL
NO. NUMBERING SYSTEM
(a)(8)(vi) Press Release issued by the Parent on
June 17, 1998.
Editorial Contact: Bonita A. Cersosimo
Phone No. (412) 553-4462
ALCOA COMPLETES TENDER OFFER FOR ALUMAX
PITTSBURGH, June 17, 1998 - Alcoa (NYSE: AA) announced today
that it accepted 27,540,000 shares of common stock of Alumax Inc. (NYSE:
AMX) for payment in connection with its $50 per share cash tender offer.
This represents approximately 51% of the total outstanding Alumax shares.
The tender offer expired at 5:00 p.m., EDT, yesterday. At that
time, 48,735,112 shares had been tendered or guaranteed, resulting in a
preliminary proration factor of 56.51%. The final proration factor will
be determined by a depositary (First Chicago Trust Company of New York)
within a few days.
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 by a majority of Alumax
stockholders at a special meeting in late July. Proxy materials will be
mailed to Alumax stockholders shortly.
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