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. 3)
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: [_]
This Amendment No. 3 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 of $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").
ITEMS 1, 4 AND 11.
Items 1, 4 and 11 are hereby amended and supplemented to add the following:
"On May 22, 2000, Alcoa announced that it extended the Offer until
5:00pm Eastern Daylight Savings Time on Friday, June 2, 2000. Alcoa
emphasized that it will not under any circumstances extend the Offer beyond
June 2, 2000. As of the close of business on May 19, 2000, the number of
Shares that had been validly tendered was 1,098,100, including guaranteed
deliveries."
ITEM 12.
Item 12 is hereby amended and supplemented to add the following
exhibit:
(a)(10) Press Release, dated May 22, 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.
HMI ACQUISITION CORP.
By: /s/ Barbara S. Jeremiah
--------------------------------
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 22, 2000
EXHIBIT INDEX
(a)(10) Press Release, dated May 22, 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 CASH TENDER OFFER FOR CORDANT; ANNOUNCES SUBSEQUENT
OFFERING PERIOD; AND EXTENDS TENDER OFFER FOR HOWMET
PITTSBURGH, May 22, 2000 -- Alcoa announced today the completion of
its $57 per share cash tender offer for all outstanding shares of common
stock of Cordant Technologies Inc. The tender offer expired at 5:00 p.m.
Eastern Daylight Savings Time (EDST) on Friday, May 19, 2000, at which time
approximately 34,534,734 shares of Cordant common stock were validly
tendered, including guaranteed deliveries. Payment for the shares of
Cordant common stock purchased during the initial offering period will be
made promptly through ChaseMellon Shareholder Services, L.L.C., the
depositary for the tender offer. After payment for the deposited shares,
Alcoa will own approximately 93.5% of the total issued and outstanding
shares of Cordant common stock.
As previously announced, Alcoa will provide a subsequent offering
period of three business days for the Cordant tender offer, which begins
today at 9:00 a.m. EDST and expires at 11:59 p.m. EDST on Wednesday, May
24, 2000. During this subsequent offering period, shares of Cordant will be
accepted and promptly paid for as they are tendered. The same price paid
during the initial offering is extended through the subsequent offering
period: $57 per share, net to the seller in cash, to Cordant stockholders.
Shares that are tendered during the subsequent offering period may not be
withdrawn.
Alcoa also announced today that it has extended its $20 per share
cash tender offer for all of the outstanding shares of Howmet International
Inc. The tender offer, as extended, will expire at 5:00 p.m. EDST on June
2, 2000. Alcoa emphasized that it will not under any circumstances extend
the Howmet offer beyond Friday, June 2, 2000. As of the close of business
on May 19, 2000, the number of shares of Howmet common stock that had been
validly tendered was 1,098,100, including guaranteed deliveries.
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Alcoa (NYSE: AA)
Cordant Technologies (NYSE: CDD)
Howmet International (NYSE: HWM)
