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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
HOWMET INTERNATIONAL INC.
(Name of Subject Company (Issuer))
HMI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ALCOA INC.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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443208103
(CUSIP Number of Class of Securities)
LAWRENCE R. PURTELL, ESQ.
ALCOA INC.
201 ISABELLA STREET
PITTSBURGH, PA 15212
TELEPHONE: (412) 553-4545
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
COPY TO:
J. MICHAEL SCHELL, ESQ.
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
TELEPHONE: 212-735-3000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$349,966,140 $69,993.23**
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* For purposes of calculating amount of filing fee only. This amount
assumes (i) the purchase of all of the 15,383,307 outstanding publicly
held shares of common stock of Howmet International Inc. and (ii)
2,115,000 shares of common stock of Howmet International Inc. subject to
options that will be vested and exercisable as of the closing of this
offer. The amount of the filing fee calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of
1% of the transaction value.
** This amount has previously been paid.
[_]Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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This Amendment No. 1 to the Tender Offer Statement on Schedule TO
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on April 18, 2000, relates to the third-party tender offer by
HMI Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Alcoa Inc., a Pennsylvania corporation, to
purchase all of the shares of common stock, par value $0.01 per share, of
Howmet International Inc., a Delaware corporation, at a price fo $20.00 per
Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
April 18, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with all amendments or supplements thereto,
collectively constitute the "Offer").
ITEM 11.ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by amending and
restating the first clause of the second sentence of "Section 15.
Conditions of the Offer" of the Offer to Purchase as follows:
"Furthermore, notwithstanding any other term or provision of the
Offer, the Purchaser will not be required to accept for payment or,
subject as aforesaid, to pay for any Shares not theretofore
accepted for payment or paid for, and may terminate or amend the
Offer if, in the reasonable judgment of the Purchaser, immediately
prior to the Expiration Date any of the following events or facts
shall have occurred:"
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
HMI ACQUISITION CORP.
By: /s/ BARBARA S. JEREMIAH
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Name: Barbara S. Jeremiah
Title: Vice President
ALCOA INC.
By: /s/ RICHARD B. KELSON
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Name: Richard. B. Kelson
Title: Executive Vice President and
Chief Financial Officer
Dated: May 9, 2000
