SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 4)
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
MAY 7, 1998
This Amendment No. 4 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
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented
to add the following information:
"On May 7, 1998, the Parent issued a press release announcing
the extension of the Expiration Date until 12:00 Midnight, New York
City time, on Friday, June 5, 1998. The Offer had previously been
scheduled to expire at 12:00 Midnight, New York City time, on
Thursday, May 7, 1998. A copy of the press release issued by the
Parent announcing the extension of the Offer is attached hereto as
Exhibit (a)(8)(iii) 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)(iii) -- Press Release issued by the Parent on
May 7, 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: May 7, 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: May 7, 1998
EXHIBIT INDEX
Exhibit Page in
No. Sequential
Numbering
System
(a)(8)(iii) Press Release issued by the
Parent on May 7, 1998.
Editorial Contact: Bonita A. Cersosimo
Alcoa
412-553-4462
ALCOA EXTENDS TENDER OFFER FOR ALUMAX SHARES
PITTSBURGH, Pa. May 7, 1998 Alcoa (NYSE: AA) announced today that
it has extended the expiration date of the cash tender offer for up to 27
million shares of common stock of Alumax Inc. (NYSE: AMX) at a price of $50
per share to midnight, EDT, on Friday, June 5, 1998. The offer had
previously been scheduled to expire on Thursday, May 7, 1998. As of the
close of business on May 6 the number of shares of Alumax common stock that
had been validly tendered was 23,913,841.
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