SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 3)
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
APRIL 13, 1998
This Amendment No. 3 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5(a) is hereby amended and supplemented by adding the
following information immediately after the first full paragraph on page 2
of the Offer to Purchase:
"The formula for determining the Merger Cash Prorate
Amount is illustrated below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Merger Cash = $50.00 x ([50% Share Number] - [Number of Shares purchased in the Offer])
Prorate Amount ---------------------------------------------------------------------------
Total number of Shares Number of Shares owned by the Parent
outstanding immediately - and its subsidiaries immediately prior
prior to Effective Time to Effective Time
</TABLE>
As in the example described above, assuming 26,000,000
Shares were purchased by the Purchaser in the Offer and at the
Effective Time the 50% Share Number were 27,000,000, the total
number of Shares outstanding were 54,000,000 and the number of
Shares owned by the Parent and its subsidiaries were
26,000,000, the calculation of the the Merger Cash Prorate
Amount would be:
Merger Cash Prorate Amount = $50.00 x (27,000,000 - 26,000,000)
----------------------------------
54,000,000 - 26,000,000
= $50,000,000
-----------
28,000,000
= $1.79
The formula for determining the Adjusted Exchange Ratio
described above can be illustrated as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Adjusted Exchange Ratio = (50% Share Number) x .6975
--------------------------------------------------------------------------
Total number of Shares Number of Shares owned by the Parent
outstanding immediately - and its subsidiaries immediately prior
prior to Effective Time to Effective Time
</TABLE>
Using the same assumptions set forth above, the
calculation of the Adjusted Exchange Ratio can be illustrated
as follows:
Adjusted Exchange Ratio = 27,000,000 x .6975
-----------------------
54,000,000 - 26,000,000
= 18,832,500
----------
28,000,000
= .6726"
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented to add the following information:
"On April 9, 1998, the Parent issued a press
release announcing the extension of the Expiration Date until
12:00 Midnight, New York City time, on Thursday, May 7, 1998.
The Offer had previously been scheduled to expire at 12:00
Midnight, New York City time, on Thursday, April 9, 1998. A
copy of the press release issued by the Parent announcing the
extension of the Offer is attached hereto as Exhibit (a)(8)(ii)
and incorporated herein by reference."
Item 10(f) is also hereby amended by amending and restating the
second sentence of the second paragraph of "Section 1. Terms of the Offer;
Expiration Date" of the Offer to Purchase to read in its entirety as follows:
"In the event that on the Expiration Date 27,00,000 Shares is
less than the 50% Share Number by more than 2% of the then
outstanding Shares, the Purchaser will increase the number of
Shares being sought in the Offer such that the total number of
Shares purchased in the Offer equals the 50% Share Number, and
if the Offer is scheduled to expire at any time earlier than
the tenth business day following the date that notice of such
increase is first published or sent or given to security
holders, the Offer will be extended until the expiration of
such ten business day period."
Item 10(f) is also hereby amended by amending and restating
clause (ii) of the first paragraph of "Section 14. Conditions to the Offer"
of the Offer to Purchase to read in its entirety as follows:
"(ii) immediately prior to the Expiration Date, any of the
following conditions shall be reasonably determined by the
Parent to be existing:"
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the
following Exhibit:
(a)(8)(ii) -- Press Release issued by the Parent on
April 9, 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: April 13, 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: April 13, 1998
EXHIBIT INDEX
Exhibit Page in Sequential
No. Numbering System
(a)(8)(ii) Press Release issued by the Parent
on April 9, 1998.
Exhibit (a)(8) (ii)
Editorial Contact: Bonita A. Cersosimo
Alcoa
412-553-4462
ALCOA EXTENDS TENDER OFFER FOR ALUMAX SHARES
PITTSBURGH, Pa. April 9, 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 Thursday, May 7, 1998. The offer had
previously been scheduled to expire on Thursday, April 9, 1998. As of
midnight on April 8 the number of shares of Alumax common stock that had
been validly tendered was 20,907,123.
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