SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------
CORDANT TECHNOLOGIES INC.
(Name of Subject Company (Issuer))
CTI ACQUISITION CORP.
a wholly owned subsidiary of
ALCOA INC.
(Names of Filing Persons (Offerors))
------------
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
------------
218412104
(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
[X] 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: [_]
ALCOA & CORDANT TECHNOLOGIES
MERGER OVERVIEW
MARCH 14, 2000
FORWARD-LOOKING STATEMENTS
Some of the statements that may be made on this conference call are
forward-looking. Actual results may differ materially from those
projected. Factors such as changes in economic conditions in the markets we
serve or others discussed in our latest quarterly and annual reports filed
with the Securities and Exchange Commission could cause actual results to
differ materially from those expressed today.
MERGER AGREEMENT
o Alcoa will acquire the outstanding shares of Cordant Technologies for
a total consideration of approximately $2.3 billion, or $57.00 per
share in cash.
o Including the assumption of debt, the enterprise value of the offer is
$2.9 billion.
o The acquisition will be an all cash transaction, starting with a tender
offer.
o Closing of the transaction is contingent on customary conditions,
including approval by the shareholders of Cordant and regulatory
review.
MERGER HIGHLIGHTS
o Cordant operates three businesses:
o HOWMET CASTINGS-A leading supplier of investment cast super-alloy
and titanium components used in electrical power generation and
in jet aircraft.
o HUCK FASTENERS-A global designer and manufacturer of high
performance fasteners and fastening systems.
o THIOKOL PROPULSION-The leading supplier of solid rocket propulsion
systems for space launch vehicles since the inception of manned
space flight.
o We expect the transaction to be accretive to Alcoa's earnings per
share in 2000.
o The purchase will result in an increase of approximately $1.5 billion
over Cordant's historical book value. For internal analysis, we have
used a 20-year amortization period.
o Targeted cost and efficiency savings of $125 million pre-tax:
o Approximately 70% of the savings are expected to be achieved in
the first 12 months after closing.
o These savings are in addition to Alcoa's ongoing $1.1 billion
pre-tax cost reduction program.
o Purchase price:
o With cost savings, offer represents a p/e of 7x
o Offer is an 11% premium over 1999 peak price
o History of strong financial performance, operating income has a
49% 5 yr. CAGR
o Access to new markets for Alcoa
o Offers the opportunity to globalize Cordant businesses
o Complementary product mix
o When cost savings have been achieved, the transaction will meet
our ROC objectives
ALCOA, REYNOLDS AND CORDANT TOGETHER
(in millions US$)
ALCOA & CORDANT ESTIMATE OF TOTAL
REYNOLDS*
Revenue $21,000 $2,513 $23,500
EBITDA 3,450 439 3,900
Total assets 26,000 2,482 30,100
Cash flow from operations 2,600 366 3,000
Total debt 4,200 685 7,100
Total debt/capital 25% 43% 36%
Number of employees 126,700 17,000 143,700
Based on 1999 results. The estimates are not intended to represent pro
forma amounts. Total assets include an estimate of premium paid over book
value in the transaction. Total debt includes an estimate of debt to be
issued to finance the transaction.
* Pending regulatory approval
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release, when they become available,
because they will contain important information. The tender offer statement
will be filed by Alcoa with the Securities and Exchange Commission (SEC),
and the solicitation/recommendation statement will be filed by Cordant with
the SEC. Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed by Alcoa and Cordant
at the SEC's website at www.sec.gov. The tender offer statement and related
materials may be obtained for free by directing such requests to Alcoa
Investor Relations. The solicitation/recommendation statement and such
other documents may be obtained by directing such requests to Cordant
Investor Relations.
# # #
Editorial Contacts: Bonita A. Cersosimo
Alcoa
1 412 553 4462
Lauren Sides
Cordant Technologies
1 801 933 4193
Investor Relations: Randall J. Killeen
Alcoa
1 412 553 2231
Shannon Sebahar
Cordant Technologies
1 801 933 4029
Alcoa Inc. (NYSE: AA)
Cordant Technologies Inc. (NYSE: CDD)
