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. 5 - FINAL AMENDMENT)
CORDANT TECHNOLOGIES INC.
(Name of Subject Company (Issuer))
OMEGA ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ALCOA INC.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $1.00 PER SHARE (INCLUDING
THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
(Title of Class of Securities)
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218412104
(CUSIP Number of Class of Securities)
LAWRENCE R. PURTELL, ESQ.
ALCOA INC.
201 ISABELLA STREET
PITTSBURGH, PENNSYLVANIA 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
=============================================================================
Transaction Valuation* Amount of Filing Fee
$2,180,663,478 $436,132.70
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* For purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of (i) 36,714,831 outstanding shares of
common stock of Cordant Technologies Inc. and (ii) 1,542,423 shares of
common stock of Cordant Technologies Inc. underlying vested options. 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.
[_] 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: [X]
This Amendment No. 5, which is the final amendment to the Tender Offer
Statement on Schedule TO (the "Schedule TO"), filed initially with the
Securities and Exchange Commission on March 20, 2000, relates to the offer
by Omega Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Alcoa Inc., a Pennsylvania corporation
("Alcoa"), to purchase all outstanding shares of common stock, including
the associated rights to purchase preferred stock (collectively, the
"Shares"), of Cordant Technologies Inc., a Delaware corporation, at a price
of $57.00 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 20, 2000, and in the related Letter of Transmittal (which together
constitute the "Offer"). Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Schedule TO.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 is hereby amended and supplemented to add the following:
"The subsequent offering period for the Offer expired at 11:59 p.m., New
York City time, on Wednesday, May 24, 2000. Based on preliminary
information provided by the Depositary, a total of 34,760,387 Shares,
including guaranteed deliveries, have been validly tendered and not
withdrawn pursuant to the Offer, representing approximately 95% of the
total issued and outstanding Shares.
On Thursday, May 25, 2000, Alcoa announced that it completed its
acquisition of the Company. As a result of the Merger, which became
effective at 8:00 a.m., New York City time, on Thursday, May 25, 2000, each
Share was converted into the right to receive $57.00 in cash. Shares ceased
trading on the NYSE at the close of business on Wednesday, May 24, 2000."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(11) Press Release, dated May 25, 2000.
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.
OMEGA 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
--------------------------------
Name: Richard B. Kelson
Title: Executive Vice President and
Chief Financial Officer
Dated: May 25, 2000
EXHIBIT INDEX
(a)(11) Press Release, dated May 25, 2000.
Editorial Contact: Bonita A. Cersosimo
1 412 553 4462
Investor Relations: Edgar M. Cheely, Jr.
Randall J. Killeen
1 412 553 2231
ALCOA COMPLETES ACQUISITION OF CORDANT
PITTSBURGH, Pa., May 25, 2000 -- Alcoa Inc. announced today that it
completed its acquisition of Cordant Technologies Inc. As a result of the
merger, which became effective today, each outstanding share of Cordant
common stock was converted into the right to receive $57 in cash, without
interest. Cordant stock ceased trading on the New York Stock Exchange at
the close of business on Wednesday, May 24, 2000.
Cordant stockholders who hold their own stock certificates will
receive notice in the mail regarding the process to surrender their shares
for cash. Cordant stockholders whose shares are held through banks or
brokers will receive information about their holdings from those
institutions.
Cordant Technologies brings to Alcoa technology expertise in products
and materials related to existing Alcoa businesses and markets. It is
composed of three market-leading business groups: Howmet Castings, a
supplier of investment cast super-alloy and titanium components used in
jet aircraft and electrical power generation; Huck Fasteners, a designer
and manufacturer of high-performance fasteners and fastening systems; and
Thiokol Propulsions, a supplier of solid rocket propulsion systems. Cordant
Technologies has approximately 17,000 employees worldwide at some 58
facilities located in five countries: U.S., Canada, France, United Kingdom
and Japan.
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Alcoa (NYSE: AA)
Cordant Technologies (NYSE: CDD)
