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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-1)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
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
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$349,966,140 $69,993.23
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* For purposes of calculating amount of filing fee only. This amount assumes
the purchase of (i) 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.
[_]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 Tender Offer Statement on Schedule TO (this "Statement") 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 ("Alcoa"), to purchase all of the shares of common
stock, par value $0.01 per share (the "Shares"), of Howmet International Inc.,
a Delaware corporation (the "Company"), 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"), a copy of which is attached hereto as Exhibit (a)(1),
and in the related Letter of Transmittal, a copy of which is attached hereto
as Exhibit (a)(2) (which, together with any amendments or supplements thereto,
collectively constitute the "Offer").
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled
"Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Howmet International Inc., a Delaware
corporation (the "Company"), and the address of its principal executive
offices is 475 Steamboat Road, Greenwich, Connecticut 06830. Its telephone
number is (203) 661-4600.
(b) This Statement relates to the offer by HMI Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Alcoa
Inc., a Pennsylvania corporation ("Alcoa"), to purchase all outstanding shares
of common stock of the Company, par value $0.01 per share (the "Shares"), at a
price of $20.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(l) and (a)(2) (which are herein collectively referred to as the "Offer").
The information set forth in the introduction to the Offer to Purchase (the
"Introduction") is incorporated herein by reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market is set forth in "Price Range of Shares; Dividends" in the Offer to
Purchase and is incorporated herein by reference.
Item 3. Item Identity and Background of the Filing Person.
(a), (b), (c) The information set forth in "Certain Information Concerning
Alcoa and the Purchaser" and Schedule I in the Offer to Purchase is
incorporated herein by reference.
Item 4. Item Terms of the Transaction.
(a)(1)(i)-(viii), (xii) The information set forth under "Introduction,"
"Background of the Offer; Past Contacts or Negotiations with the Company,"
"Purpose of the Offer; Plans for the Company," "The Corporate Agreement; Other
Arrangements," "Certain Information Concerning the Company," "Certain Effects
of the Offer" and "Source and Amount of Funds" in the Offer to Purchase is
incorporated herein by reference.
(a)(1) (ix) Not applicable
(x) Not applicable
(xi) Not applicable
(a)(2) Not applicable
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in "Background of the Offer; Past Contacts or
Negotiations with the Company," "The Corporate Agreement; Other Arrangements,"
"Certain Information Concerning Alcoa and the Purchaser" and "Purpose of the
Offer; Plans for the Company" in the Offer to Purchase is incorporated herein
by reference.
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Item 6. Purpose of the Tender Offer and Plans or Proposals.
(a), (c)(1), (4-7) The information set forth in "Introduction," "The
Corporate Agreement; Other Arrangements," "Purpose of the Offer; Plans for the
Company," and "Dividends and Distributions" in the Offer to Purchase is
incorporated herein by reference.
(c)(2) None
(c)(3) None
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in "Source and Amount of Funds" in the Offer
to Purchase is incorporated herein by reference.
(b) Not applicable
(d) Not Applicable
Item 8. Item Interest in Securities of the Subject Company.
The information set forth in "Introduction," "Certain Information Concerning
the Company," "Certain Information Concerning Alcoa and the Purchaser" and
Schedule I in the Offer to Purchase is incorporated herein by reference.
Item 9. Item Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in "Introduction" and "Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.
Item 10. Item Financial Statements.
Not applicable
Item 11. Item Additional Information.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is incorporated herein by reference.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated April 18, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued by Alcoa on April 13, 2000, incorporated herein
by reference to the Schedule TO filed by Alcoa and the Purchaser on
April 13, 2000.
(a)(8) Summary Advertisement as published in The Wall Street Journal on
April 18, 2000.
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(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of March 14, 2000, among
Alcoa, the Omega Acquisition corporation, a Delaware corporation and
wholly owned subsidiary of Alcoa, and Cordant Technologies Inc., a
Delaware corporation, incorporated herein by reference to the Tender
Offer Statement on Schedule TO filed by Alcoa and Omega Acquisition
Corp. on March 20, 2000.
(d)(2) Amendment, dated March 13, 2000, to the Corporate Agreement between
Howmet, Cordant Technologies Holding Company and Cordant
Technologies Inc., incorporated herein by reference to Amendment No.
2 to the Schedule 13D filed by Cordant Technologies Inc. on March
15, 2000.
(d)(3) Letter Agreement, dated March 13, 2000, between Alcoa and the
Company, incorporated herein by reference to the Tender Offer
Statement on Schedule TO filed by Alcoa and Omega Acquisition Corp.
on March 20, 2000.
(d)(4) Offer to Purchase, dated March 20, 2000, of Omega Acquisition Corp.,
incorporated herein in by reference to Exhibit (a)(1) to the Tender
Offer Statement on Schedule TO filed by Alcoa and Omega Acquisition
Corp. on March 20, 2000.
(g) Not applicable.
(h) Not applicable.
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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.
/s/ Barbara S. Jeremiah
By: _________________________________
Name: Barbara S. Jeremiah
Title:Vice President
Alcoa Inc.
/s/ Richard B. Kelson
By: _________________________________
Name: Richard B. Kelson
Title:Executive Vice President
and
Chief Financial Officer
Dated: April 18, 2000
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EXHIBIT INDEX
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Exhibit Page
No. Exhibit Name Number
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(a)(1) Offer to Purchase dated April 18, 2000.......................
(a)(2) Letter of Transmittal........................................
(a)(3) Notice of Guaranteed Delivery................................
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees...........................................
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees....................
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9................................
(a)(8) Summary Advertisement as published in The Wall Street Journal
on April 18, 2000............................................
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Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
Howmet International Inc.
at
$20.000 Net Per Share
by
HMI Acquisition Corp.
a wholly owned subsidiary of
Alcoa Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING TENDERED
AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER NOT LESS THAN A
MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
(THE "SHARES"), OF HOWMET INTERNATIONAL INC. (THE "COMPANY"), NOT INCLUDING
THE SHARES OF COMMON STOCK HELD BY CORDANT TECHNOLOGIES INC. ("CORDANT"),
CORDANT TECHNOLOGIES HOLDING COMPANY OR ANY OF THEIR AFFILIATES AND (II) OMEGA
ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF ALCOA INC., PURCHASING SHARES
OF CORDANT COMMON STOCK IN ITS TENDER OFFER FOR ALL OUTSTANDING SHARES OF
CORDANT COMMON STOCK FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MARCH 20, 2000 (THE "CORDANT OFFER"). THE OFFER IS ALSO SUBJECT TO OTHER
CONDITIONS. SEE SECTION 15.
IMPORTANT
Any stockholder of the Company wishing to tender Shares in the Offer (as
defined herein) must (1) complete and sign the Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and mail or deliver the Letter of Transmittal and all other
required documents to the Depositary (as defined herein) together with
certificates representing the Shares tendered or follow the procedure for
book-entry transfer set forth in Section 3 or (2) request such stockholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for the stockholder. A stockholder whose Shares are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such person if such stockholder wishes to tender such Shares.
Any stockholder of the Company who wishes to tender Shares and cannot
deliver certificates representing such Shares and all other required documents
to the Depositary on or prior to the Expiration Date (as defined herein) or
who cannot comply with the procedures for book-entry transfer on a timely
basis may tender such Shares pursuant to the guaranteed delivery procedure set
forth in Section 3.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of this Offer to Purchase. Additional
copies of this Offer to Purchase, the Letter of Transmittal, the Notice of
Guaranteed Delivery and other related materials may be obtained from the
Information Agent or the Dealer Manager. Stockholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for copies of
these documents.
The Dealer Manager for the Offer is:
Salomon Smith Barney
April 18, 2000
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TABLE OF CONTENTS
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Page
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SUMMARY TERM SHEET........................................................ 1
INTRODUCTION.............................................................. 5
THE TENDER OFFER.......................................................... 6
1.Terms of the Offer................................................... 6
2.Acceptance for Payment and Payment for Shares........................ 8
3.Procedures for Accepting the Offer and Tendering Shares.............. 9
4.Withdrawal Rights.................................................... 11
5.Certain United States Federal Income Tax Consequences................ 12
6.Price Range of Shares; Dividends..................................... 13
7.Certain Information Concerning the Company........................... 13
8.Certain Information Concerning Alcoa and the Purchaser............... 17
9.Source and Amount of Funds........................................... 18
10.Background of the Offer; Past Contacts or Negotiations with the
Company................................................................ 18
11.The Corporate Agreement; Other Arrangements.......................... 20
12.Purpose of the Offer; Plans for the Company.......................... 21
13.Certain Effects of the Offer......................................... 22
14.Dividends and Distributions.......................................... 23
15.Certain Conditions of the Offer...................................... 23
16.Certain Legal Matters; Regulatory Approvals.......................... 25
17.Dissenters' Rights................................................... 27
18.Fees and Expenses.................................................... 28
19.Miscellaneous........................................................ 28
SCHEDULE I
Directors and Executive Officers of Alcoa and the Purchaser............... I-1
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SUMMARY TERM SHEET
HMI Acquisition Corp. is offering to purchase all of the shares of common
stock of Howmet International Inc. for $20.00 per share in cash. The following
are some of the questions you, as a stockholder of Howmet, may have and
answers to those questions. We urge you to read carefully the remainder of
this Offer to Purchase and the Letter of Transmittal because the information
in this summary term sheet is not complete. Additional important information
is contained in the remainder of this Offer to Purchase and the Letter of
Transmittal.
WHO IS OFFERING TO BUY MY SECURITIES?
Our name is HMI Acquisition Corp. We are a Delaware corporation formed for
the purpose of making a tender offer for all of the shares of common stock of
Howmet and have carried on no activities other than in connection with making
the tender offer. We are a wholly owned subsidiary of Alcoa Inc., a
Pennsylvania corporation. See the "Introduction" to this Offer to Purchase and
Section 8.
On March 14, 2000, Alcoa, another of its wholly owned subsidiaries and
Cordant Technologies Inc. entered into a merger agreement in which Alcoa
agreed to acquire Cordant upon the terms and subject to the conditions
contained in the merger agreement. Alcoa's acquisition of Cordant is being
accomplished pursuant to a cash tender offer for all outstanding shares of
Cordant common stock at $57.00 per share. The tender offer will be followed by
a merger in which all shares of Cordant common stock not tendered in the offer
will be converted into the right to receive $57.00 per share in cash.
Cordant currently owns approximately 84.6% of the outstanding shares of
Howmet common stock. In connection with entering into the Cordant merger
agreement, Alcoa agreed that it would not acquire any shares of Howmet common
stock prior to purchasing shares of Cordant common stock in Alcoa's tender
offer for Cordant. In addition, Alcoa agreed with Howmet that any tender offer
Alcoa made for the Howmet shares would be (i) conditioned upon the tender of
not less than a majority of the outstanding shares of Howmet common stock not
held by Cordant or any of its affiliates and (ii) followed promptly by a
merger or business combination in which all remaining outstanding Howmet
shares not tendered in the offer would be converted into the right to receive
the same consideration paid in the tender offer.
WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?
We are seeking to purchase all of the outstanding shares of common stock of
Howmet not owned by Cordant or its affiliates. See the "Introduction" to this
Offer to Purchase and Section 1.
HOW MUCH ARE YOU OFFERING TO PAY? WHAT IS THE FORM OF PAYMENT? WILL I HAVE TO
PAY ANY FEES OR COMMISSIONS?
We are offering to pay $20.00 per share, net to you, in cash. If you are the
record owner of your shares and you tender your shares to us in the offer, you
will not have to pay brokerage fees or similar expenses. If you own your
shares through a broker or other nominee, and your broker tenders your shares
on your behalf, your broker or nominee may charge you a fee for doing so. You
should consult your broker or nominee to determine whether any charges will
apply. See the "Introduction" to this Offer to Purchase.
DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
Alcoa, our parent company, will provide us with sufficient funds to purchase
all shares that are tendered and not withdrawn in the offer. Alcoa will obtain
all of the funds necessary to purchase shares pursuant to the offer from
existing resources and the issuance of commercial paper. See Section 9.
IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?
We do not think our financial condition is relevant to your decision whether
to tender in the offer because the form of payment consists solely of cash.
Alcoa will obtain all of the funds necessary to purchase shares pursuant to
the offer from internally generated funds and the issuance of commercial
paper. See Section 9.
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HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
You will have at least until 12:00 midnight, New York City time, on Monday,
May 15, 2000, to tender your shares in the offer. Further, if you cannot
deliver everything that is required in order to make a valid tender by that
time, you may be able to use a guaranteed delivery procedure, which is
described later in this Offer to Purchase. See Sections 1 and 3.
CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?
If any of the conditions to the offer have not been satisfied or waived, we
may extend the offer at any time and from time to time in our sole discretion.
If all conditions to the offer have been satisfied or waived, we will accept
for payment and pay for all shares that are tendered and not withdrawn at such
time (which shares may not thereafter be withdrawn) and extend the offer to
provide a "subsequent offering period" for at least three business days,
during which time stockholders whose shares have not been accepted for payment
may tender, but not withdraw, their shares and receive the offer
consideration. We are not permitted under the federal securities laws to
provide a subsequent offering period of more than 20 business days (for all
such extensions).
See Section 1 of this Offer to Purchase for more details on our ability to
extend the offer.
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
If we extend the offer, we will inform ChaseMellon Shareholder Services,
L.L.C. (the depositary for the offer) of that fact and will make a public
announcement of the extension not later than 9:00 a.m., New York City time, on
the next business day after the day on which the offer was scheduled to
expire. See Section 1.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?
. We cannot purchase any shares that are tendered unless there are
tendered and not withdrawn prior to the expiration date of the offer not
less than a majority of the outstanding shares of Howmet common stock,
not including the shares of Howmet common stock held by Cordant or any
of its affiliates. We call this condition the "minimum condition." We
cannot waive the minimum condition.
. We cannot purchase any shares that are validly tendered unless Omega
Acquisition Corp., a wholly owned subsidiary of Alcoa, purchases shares
of Cordant common stock in its tender offer for the Cordant shares that
was commenced on March 20, 2000. We call this condition the "Cordant
offer condition." We cannot waive the Cordant offer condition.
* The Cordant offer is conditioned on the satisfaction or waiver of
several conditions. One of those conditions is that there be
tendered and not withdrawn prior to the expiration of the Cordant
offer a number of shares of Cordant common stock representing at
least a majority of the then outstanding shares of Cordant on a
fully-diluted basis. "On a fully-diluted basis" means, as of any
time, on a basis that includes the number of shares of Cordant
common stock that are actually issued and outstanding plus the
maximum number of shares of Cordant common stock that Cordant may be
required to issue under stock options, warrants and other rights or
securities convertible into shares of Cordant common stock, whether
or not currently exercisable.
* The Cordant offer is also conditioned on there not being a material
adverse change in the business, results of operations, assets or
financial condition of Cordant and its subsidiaries, taken as a
whole. See Section 15 for a discussion of the other conditions to
the Cordant offer.
The offer is also subject to a number of other conditions. See Section 15.
HOW DO I TENDER MY SHARES?
To tender shares, you must deliver the certificates representing your
shares, together with a completed letter of transmittal and any other
documents required by the letter of transmittal, to ChaseMellon Shareholder
Services, the depositary for the offer, not later than the time the tender
offer expires. If your shares are held in street name, the shares can be
tendered by your nominee through The Depository Trust Company. If you are
2
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unable to deliver any required document or instrument to the depositary by the
expiration of the tender offer, you may gain some extra time by having a
broker, a bank or other fiduciary that is an eligible institution guarantee
that the missing items will be received by the depositary within three New
York Stock Exchange trading days. For the tender to be valid, however, the
depositary must receive the missing items within that three trading day
period. See Section 3.
UNTIL WHAT TIME MAY I WITHDRAW PREVIOUSLY TENDERED SHARES?
You may withdraw shares at any time until the offer has expired and, if we
have not accepted your shares for payment by Friday, June 16, 2000, you may
withdraw them at any time after that date until we accept shares for payment.
This right to withdraw will not apply to the subsequent offering period
discussed in Section 1. See Section 4.
HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?
To withdraw shares, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the depositary while you
still have the right to withdraw the shares. See Section 4.
IF THE MINIMUM CONDITION IS SATISFIED AND SHARES ARE ACCEPTED FOR PAYMENT,
WILL HOWMET CONTINUE AS A PUBLIC COMPANY?
No. Assuming all of the conditions to the offer are satisfied, following the
purchase of shares in the offer we would beneficially own at least
approximately 92% of the issued and outstanding shares of Howmet common stock.
Moreover, we intend to follow the tender offer with a merger in which all
remaining outstanding Howmet shares not tendered in the offer would be
converted into the right to receive the same consideration paid in the tender
offer (other than shares held by Alcoa and its subsidiaries (including,
following consummation of the Cordant Offer, Cordant and its subsidiaries),
and shares as to which dissenters' rights have been properly exercised).
Following the proposed merger, Howmet will no longer will be publicly owned.
In addition, prior to the completion of the merger, there may be so few
remaining stockholders and publicly held shares that Howmet common stock will
no longer be eligible to be traded through the New York Stock Exchange; there
may not be a public trading market for Howmet common stock; and Howmet may
cease making filings with the Securities and Exchange Commission or otherwise
cease being required to comply with the SEC rules relating to publicly held
companies. See Section 13.
WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL OF THE HOWMET SHARES ARE
NOT TENDERED IN THE OFFER?
If we accept for payment and pay for shares of Howmet in the offer, we
intend to follow the tender offer with a merger in which all remaining
outstanding Howmet shares not tendered in the offer would be converted into
the right to receive the same consideration paid in the tender offer (other
than shares held by Alcoa and its subsidiaries (including, following
consummation of the Cordant offer, Cordant and its subsidiaries) and shares as
to which dissenters' rights have been properly exercised). Following the
merger, Alcoa will own all of the shares of Howmet. See the "Introduction" to
this Offer to Purchase.
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
In the proposed merger that will follow the tender offer, stockholders not
tendering in the offer will receive the same amount of cash per share that
they would have received had they tendered their shares in the offer, subject
to any dissenters' rights properly exercised under Delaware law. Therefore,
when the proposed merger takes place, the only difference to you between
tendering your shares and not tendering your shares is that you will be paid
earlier if you tender your shares. Following the offer, the number of
stockholders and the number of shares of Howmet that are still in the hands of
the public may be so small that there no longer will be an active public
trading market (or, possibly, there may not be any public trading market) for
the Howmet common stock.
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Also, as described above, Howmet may cease making filings with the SEC or
otherwise may not be required to comply with the SEC rules relating to
publicly held companies. See the "Introduction" and Section 13 of this Offer
to Purchase.
WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
On November 11, 1999, the last trading day prior to Cordant's announcement
of its proposal to acquire all of the publicly held Howmet shares for a price
of $17.00 per share in cash, the closing price per share of Howmet common
stock reported on the New York Stock Exchange was $14.06. On March 13, 2000,
the last trading day before Alcoa announced that it was acquiring Cordant
(which currently owns approximately 84.6% of the outstanding shares of
Howmet), the closing price per share of Howmet common stock reported on the
New York Stock Exchange was $18.50. On April 12, 2000, the last full trading
day before we publicly announced the offer, the closing price per share of
Howmet common stock reported on the New York Stock Exchange was $20.75. On
April 17, 2000, the last full trading day before we commenced the offer, the
closing price per share of Howmet common stock reported on the New York Stock
Exchange was $21.00. We encourage you to obtain a recent quotation for shares
of Howmet common stock in deciding whether to tender your shares. See Section
6.
WHAT ARE CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF TENDERING
SHARES?
The receipt of cash for shares pursuant to the tender offer or the proposed
merger will be a taxable transaction for United States federal income tax
purposes and possibly for state, local and foreign income tax purposes as
well. In general, a stockholder who sells shares pursuant to the tender offer
or receives cash in exchange for shares pursuant to the proposed merger will
recognize gain or loss for United States federal income tax purposes equal to
the difference, if any, between the amount of cash received and the
stockholder's adjusted tax basis in the shares sold pursuant to the tender
offer or exchanged for cash pursuant to the proposed merger. If the shares
exchanged constitute capital assets in the hands of the stockholder, such gain
or loss will be capital gain or loss. In general, capital gains recognized by
an individual will be subject to a maximum United States federal income tax
rate of 20% if the shares were held for more than one year, and if held for
one year or less they will be subject to tax at ordinary income tax rates. See
Section 5.
TO WHOM MAY I SPEAK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?
You may call Morrow & Co., Inc. at (800) 566-9061 (toll free) or Salomon
Smith Barney Inc. at (877) 446-1850 (toll free). Morrow & Co., Inc. is acting
as the information agent and Salomon Smith Barney Inc. is acting as the dealer
manager for our tender offer. See the back cover of this Offer to Purchase.
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To the Holders of Shares of
Howmet International Inc.:
INTRODUCTION
HMI Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Alcoa Inc., a Pennsylvania corporation ("Alcoa"), hereby
offers to purchase all shares of common stock, par value $0.01 per share (the
"Shares"), of Howmet International Inc., a Delaware corporation (the
"Company"), at a price of $20.00 per Share, net to the seller in cash (the
"Offer Price"), without interest thereon, upon the terms and subject to the
conditions set forth in this Offer to Purchase and in the related Letter of
Transmittal (which, together with any amendments or supplements hereto or
thereto, collectively constitute the "Offer").
Tendering stockholders who are record owners of their Shares and tender
directly to the Depositary (as defined below) will not be obligated to pay
brokerage fees or commissions or, except as otherwise provided in Instruction
6 of the Letter of Transmittal, stock transfer taxes with respect to the
purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who
hold their Shares through a broker or bank should consult such institution as
to whether it charges any service fees. Alcoa or the Purchaser will pay all
charges and expenses of Salomon Smith Barney Inc., as dealer manager ("Salomon
Smith Barney" or the "Dealer Manager"), ChaseMellon Shareholder Services,
L.L.C., as depositary (the "Depositary"), and Morrow & Co., Inc., as
information agent (the "Information Agent"), incurred in connection with the
Offer. See Section 18.
On March 14, 2000, Alcoa, Omega Acquisition Corp., a wholly owned subsidiary
of Alcoa ("Omega Acquisition"), and Cordant Technologies Inc. ("Cordant")
entered into an Agreement and Plan of Merger (the "Cordant Merger Agreement"),
providing for, among other things, the making of an offer by Omega Acquisition
to purchase all of the issued and outstanding shares of common stock, par
value $1.00 per share, of Cordant (together with the associated rights to
purchase preferred stock, the "Cordant Common Stock"), at a price of $57.00 in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 20, 2000 and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Cordant Offer"). The Cordant Merger Agreement provides that,
following the successful completion of the Cordant Offer, Omega Acquisition
will be merged with and into Cordant (the "Cordant Merger") with Cordant
continuing as the surviving corporation, wholly owned by Alcoa.
The Cordant Merger Agreement also provides that Alcoa or any of its
affiliates may acquire or agree with the Company to acquire all of the Shares
not owned by Cordant or any of its subsidiaries in accordance with the terms
of the Corporate Agreement, dated as of December 2, 1997, by and among
Cordant, Cordant Technologies Holding Company ("Holding") and the Company, as
amended (the "Corporate Agreement"); provided, however, that Alcoa does not
acquire any Shares prior to the purchase of shares of Cordant Common Stock in
the Cordant Offer. In addition, Alcoa separately agreed with the Company that
it would be bound to the same terms and conditions in the Corporate Agreement
with respect to the acquisition of Shares as Cordant. Those terms and
conditions include, without limitation, not causing the percentage of Shares
held by public stockholders to be less than 14% of the total number of Shares
outstanding unless (i) a majority (but no less than two) of the non-employee
directors of the Company who are not directors or employees of Cordant or its
affiliates consent to the acquisition, (ii) the acquisition is pursuant to a
tender offer conditioned on the tender of not less than a majority of the
outstanding publicly-held Shares (the "Publicly Held Howmet Shares") and the
tender offer is promptly followed by a merger or business combination in which
all remaining outstanding shares are converted into the right to receive the
same consideration paid or issued in the tender offer, or (iii) the
acquisition is pursuant to a merger or other business combination in which all
Publicly Held Howmet Shares are treated the same and which is approved by the
holders of a majority of the outstanding Publicly Held Howmet Shares.
Since entering into the Cordant Merger Agreement, Alcoa has engaged in
discussions with the committee of independent directors of the Company (the
"Independent Committee"), but was unable to agree upon the financial terms of
a mutually acceptable transaction. Accordingly, on April 13, 2000, Alcoa
announced that it would make the Offer directly to the Company's stockholders.
See Section 10.
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The Offer is conditioned upon, among other things, (i) there being tendered
and not withdrawn prior to the expiration of the Offer not less than a
majority of the then outstanding Shares, not including Shares held by Cordant,
Holding or any of their affiliates (the "Minimum Condition") and (ii) Omega
Acquisition purchasing shares of Cordant Common Stock in the Cordant Offer
(the "Cordant Offer Condition"). The Offer is also subject to the satisfaction
of certain other conditions. See Section 15.
Based on representations and warranties made by Cordant in the Cordant
Merger Agreement, on March 3, 2000, 100,033,307 Shares were issued and
outstanding and 4,301,250 Shares were subject to stock option grants. Cordant
also represented to Alcoa that it beneficially owns 84,650,000 Shares. Neither
Alcoa, the Purchaser nor any person listed on Schedule I hereto currently
beneficially owns any Shares. The Purchaser believes that the Minimum
Condition will be satisfied if approximately 7,691,654 Shares (or 9,842,279
Shares assuming all options are exercised prior to the Expiration Date) are
validly tendered and not withdrawn prior to the expiration of the Offer.
The purpose of the Offer is to facilitate Alcoa's acquisition of the entire
equity interest in the Company in conjunction with its acquisition of Cordant.
Alcoa intends, as soon as practicable following consummation of the Offer, to
propose and seek to have the Company consummate a merger with the Purchaser or
another direct or indirect wholly owned subsidiary of Alcoa (the "Howmet
Merger"). The purpose of the Howmet Merger is to acquire all Shares not
tendered and purchased pursuant to the Offer or otherwise. Pursuant to the
Howmet Merger, each then outstanding Share (other than Shares owned by the
Purchaser, Alcoa or any of their subsidiaries (including, following
consummation of the Cordant Offer, Cordant and its subsidiaries), Shares held
in the treasury of the Company and Shares owned by stockholders who perfect
their dissenters' rights under the Delaware General Corporation Law ("DGCL"))
would be converted into the right to receive an amount in cash equal to the
price per Share paid pursuant to the Offer.
If the Minimum Condition and the Cordant Offer Condition are satisfied,
then, in accordance with Section 253 of the DGCL, the Howmet Merger may be
consummated without a stockholder meeting and without the approval of the
Company's stockholders.
This Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is
made with respect to the Offer.
THE TENDER OFFER
1. Terms of the Offer.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), the Purchaser will accept for payment and pay for all Shares
validly tendered prior to the Expiration Date and not properly withdrawn as
permitted under Section 4. The term "Expiration Date" means 12:00 midnight,
New York City time, on Monday, May 15, 2000, unless the Purchaser extends the
period during which the Offer is open, in which event the term "Expiration
Date" means the latest time and date on which the Offer, as so extended (other
than any extension with respect to the Subsequent Offering Period described
below), expires.
The Offer is conditioned upon the satisfaction of the Minimum Condition, the
Cordant Offer Condition and the other conditions set forth in Section 15.
Subject to the applicable rules and regulations of the Securities and Exchange
Commission (the "SEC"), the Purchaser reserves the right, in its sole
discretion, at any time and from time to time, and regardless of whether any
of the events or facts set forth in Section 15 hereof shall have occurred, (a)
to extend the period of time during which the Offer is open, and thereby delay
acceptance for payment of any Shares, by giving oral or written notice of such
extension to the Depositary and (b) to amend the Offer (other than decreasing
or eliminating the Minimum Condition or eliminating the Cordant Offer
Condition) in any other respect by giving oral or written notice of such
amendment to the Depositary. Under no circumstances will interest be paid on
the Offer Price, regardless of whether the Purchaser exercises its right to
extend the Offer.
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Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), permits the Purchaser, subject to certain conditions, to
provide a subsequent offering period following the expiration of the Offer on
the Expiration Date (a "Subsequent Offering Period"). A Subsequent Offering
Period is an additional period of time from three business days to 20 business
days in length, beginning after the Purchaser purchases Shares tendered in the
Offer, during which stockholders may tender, but not withdraw, their Shares
and receive the Offer Price.
The Purchaser intends to include a Subsequent Offering Period of not less
than three business days in the event that all of the conditions to the Offer
have been satisfied or waived as of the Expiration Date. Pursuant to Rule 14d-
7 under the Exchange Act, no withdrawal rights apply to Shares tendered during
a Subsequent Offering Period and no withdrawal rights apply during the
Subsequent Offering Period with respect to Shares tendered in the Offer and
accepted for payment. During a Subsequent Offering Period, the Purchaser will
promptly purchase and pay for all Shares tendered at the same price paid in
the Offer.
If by 12:00 midnight, New York City time, on Monday, May 15, 2000 (or any
date or time then set as the Expiration Date), any or all of the conditions to
the Offer have not been satisfied or waived, the Purchaser reserves the right
(but shall not be obligated) (a) to terminate the Offer and not accept for
payment or pay for any Shares and return all tendered Shares to tendering
stockholders, (b) subject to the applicable rules and regulations of the SEC,
to waive all of the unsatisfied conditions (other than the Minimum Condition
and the Cordant Offer Condition) and accept for payment and pay for all Shares
validly tendered prior to the Expiration Date and not theretofore withdrawn,
(c) to extend the Offer and, subject to the right of stockholders to withdraw
Shares until the Expiration Date, retain the Shares that have been tendered
during the period or periods for which the Offer is extended or (d) to amend
the Offer (other than to reduce or eliminate the Minimum Condition or to
eliminate the Cordant Offer Condition). If the Purchaser accepts for payment
any Shares pursuant to the Offer, it will accept for payment all Shares
validly tendered prior to the Expiration Date and not properly withdrawn, and
will promptly pay for all Shares so accepted for payment.
There can be no assurance that the Purchaser will exercise its right to
extend the Offer. Any termination, waiver, extension, delay or amendment will
be followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be made no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date, in accordance with the public announcement requirements of
Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including
Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that
material changes be promptly disseminated to stockholders in a manner
reasonably designed to inform them of such changes) and without limiting the
manner in which the Purchaser may choose to make any public announcement, the
Purchaser shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a press release
to the Dow Jones News Service.
If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment for Shares or it is unable to pay for
Shares pursuant to the Offer for any reason, then, without prejudice to the
Purchaser's rights under the Offer, the Depositary may retain tendered Shares
on behalf of the Purchaser, and such Shares may not be withdrawn except to the
extent tendering stockholders are entitled to withdrawal rights as described
herein under Section 4. However, the ability of the Purchaser to delay the
payment for Shares that the Purchaser has accepted for payment is limited by
Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the
consideration offered or return the securities deposited by or on behalf of
stockholders promptly after the termination or withdrawal of such bidder's
offer, unless such bidder elects to offer a Subsequent Offering Period and
pays for Shares tendered during the Subsequent Offering Period in accordance
with Rule 14d-11 under the Exchange Act.
If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Purchaser will disseminate additional tender offer materials and
extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1
under the Exchange Act. The minimum period during which an offer must remain
open following material changes in the terms of the Offer, other than a change
in price, percentage of securities sought or inclusion of or changes to a
dealer's soliciting
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fee, will depend upon the facts and circumstances, including the materiality,
of the changes. In the SEC's view, an offer should remain open for a minimum
of five (5) business days from the date the material change is first
published, sent or given to stockholders and, if material changes are made
with respect to information that approaches the significance of price and
share levels, a minimum of ten (10) business days may be required to allow for
adequate dissemination to stockholders. Accordingly, if, prior to the
Expiration Date, the Purchaser decreases the number of Shares being sought or
increases the Offer Price, and if the Offer is scheduled to expire at any time
earlier than the tenth business day from the date that notice of such increase
or decrease is first published, sent or given to stockholders, the Offer will
be extended at least until the expiration of such tenth business day.
Requests are being made to the Company for the use of the Company's
stockholder lists and security position listings for the purpose of
disseminating the Offer to holders of Shares. This Offer to Purchase, the
related Letter of Transmittal and other relevant materials will be mailed to
record holders of Shares and will be furnished, for subsequent transmittal to
beneficial owners of Shares, to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing, by the
Purchaser, following receipt of such lists or listings.
2. Acceptance for Payment and Payment for Shares.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment) and the satisfaction or earlier waiver of all the conditions to
the Offer set forth in Section 15, the Purchaser will accept for payment and
will pay for all Shares validly tendered prior to the Expiration Date and not
properly withdrawn pursuant to the Offer as soon as it is permitted to do so
under applicable law. Subject to compliance with Rule 14e-1(c) under the
Exchange Act, the Purchaser expressly reserves the right to delay payment for
Shares in order to comply in whole or in part with any applicable law. See
Section 15.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (1) the
certificates evidencing such Shares (the "Share Certificates") or confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3, (2) the Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees or, in the case of a book-entry
transfer, an Agent's Message (as defined below) in lieu of the Letter of
Transmittal, and (3) any other documents required by the Letter of
Transmittal.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares pursuant
to the Offer. Upon the terms and subject to the conditions of the Offer,
payment for Shares accepted for payment pursuant to the Offer will be made by
deposit of the Offer Price therefor with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payments from
the Purchaser and transmitting such payments to tendering stockholders whose
Shares have been accepted for payment. If, for any reason whatsoever,
acceptance for payment of any Shares tendered pursuant to the Offer is
delayed, or the Purchaser is unable to accept for payment Shares tendered
pursuant to the Offer, then, without prejudice to the Purchaser's rights under
Section 1 hereof, the Depositary may, nevertheless, on behalf of the
Purchaser, retain tendered Shares, and such Shares may not be withdrawn,
except to the extent that the tendering stockholders are entitled to
withdrawal rights as described in Section 4 and as otherwise required by Rule
14e-1(c) under the Exchange Act.
Under no circumstances will interest be paid on the Offer Price, regardless
of any delay in making such payment.
If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are
submitted evidencing more Shares than are tendered, Share Certificates
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evidencing unpurchased Shares will be returned, without expense to the
tendering stockholder (or, in the case of Shares tendered by book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility
pursuant to the procedure set forth in Section 3, such Shares will be credited
to an account maintained at the Book-Entry Transfer Facility), as promptly as
practicable following the expiration or termination of the Offer.
The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of its affiliates, the right to purchase
all or any portion of the Shares tendered pursuant to the Offer, but any such
transaction or assignment will not relieve the Purchaser of its obligations
under the Offer and will in no way prejudice the rights of tendering
stockholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
3. Procedures for Accepting the Offer and Tendering Shares.
Valid Tenders. In order for a stockholder validly to tender Shares pursuant
to the Offer, either (1) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message in
lieu of the Letter of Transmittal) and any other documents required by the
Letter of Transmittal must be received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase and either the
Share Certificates evidencing tendered Shares must be received by the
Depositary at such address or such Shares must be tendered pursuant to the
procedure for book-entry transfer described below and a Book-Entry
Confirmation must be received by the Depositary, in each case prior to the
Expiration Date, or (2) the tendering stockholder must comply with the
guaranteed delivery procedures described below.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility, to and received by, the Depositary and forming a part of a
Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares that are the subject of such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against such participant.
Book-Entry Transfer. The Depositary will establish an account with respect
to the Shares at the Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in the system of the Book-Entry
Transfer Facility may make a book-entry delivery of Shares by causing the
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. However, although delivery
of Shares may be effected through book-entry transfer at the Book-Entry
Transfer Facility, either the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and
any other required documents, must, in any case, be received by the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase
prior to the Expiration Date, or the tendering stockholder must comply with
the guaranteed delivery procedure described below.
Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal (1) if the Letter of Transmittal is signed by the registered
holder of the Shares tendered therewith, unless such holder has completed
either the box entitled "Special Delivery Instructions" or the box entitled
"Special Payment Instructions" on the Letter of Transmittal or (2) if the
Shares are tendered for the account of a firm that is participating in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each an "Eligible Institution" and collectively "Eligible Institutions"). In
all other cases, all signatures on a Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If
a Share Certificate is registered in the name of a
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person or persons other than the signer of the Letter of Transmittal, or if
payment is to be made or delivered to, or a Share Certificate not accepted for
payment or not tendered is to be issued, in the name of a person other than
the registered holder(s), then the Share Certificate must be endorsed or
accompanied by appropriate duly executed stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the Share
Certificate, with the signature(s) on such Share Certificate or stock powers
guaranteed by an Eligible Institution as provided in the Letter of
Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and the Share Certificates evidencing such stockholder's Shares are
not immediately available or such stockholder cannot deliver the Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date, or such stockholder cannot complete the procedure for
delivery by book-entry transfer on a timely basis, such Shares may
nevertheless be tendered, provided that all of the following conditions are
satisfied:
(1) such tender is made by or through an Eligible Institution;
(2) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Purchaser, is received
prior to the Expiration Date by the Depositary as provided below; and
(3) the Share Certificates (or a Book-Entry Confirmation) evidencing all
tendered Shares, in proper form for transfer, in each case together
with the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent's Message), and
any other documents required by the Letter of Transmittal are received
by the Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile transmission or mailed to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in the form of
Notice of Guaranteed Delivery made available by the Purchaser.
In all cases, Shares will not be deemed validly tendered unless a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) is
received by the Depositary.
The method of delivery of Share Certificates, the Letter of Transmittal and
all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and risk of the tendering stockholder, and
the delivery will be deemed made only when actually received by the Depositary
(including, in the case of a book-entry transfer, receipt of a Book-Entry
Confirmation). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Purchaser in its sole discretion,
which determination shall be final and binding on all parties. The Purchaser
reserves the absolute right to reject any and all tenders determined by it not
to be in proper form or the acceptance for payment of which may, in the
opinion of its counsel, be unlawful. The Purchaser also reserves the absolute
right to waive any defect or irregularity in the tender of any Shares of any
particular stockholder, whether or not similar defects or irregularities are
waived in the case of other stockholders. No tender of Shares will be deemed
to have been validly made until all defects and irregularities have been cured
or waived to the satisfaction of the Purchaser. None of the Purchaser, the
Dealer Manager, the Depositary, the Information Agent or any other person will
be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification. The
Purchaser's interpretation of the terms and conditions of the Offer (including
the Letter of Transmittal and the instructions thereto) will be final and
binding.
Other Requirements. By executing the Letter of Transmittal as set forth
above, a tendering stockholder irrevocably appoints designees of the Purchaser
as such stockholder's proxies, each with full power of
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substitution, in the manner set forth in the Letter of Transmittal, to the
full extent of such stockholder's rights with respect to the Shares tendered
by such stockholder and accepted for payment by the Purchaser (including, with
respect to any and all other Shares or other securities issued or issuable in
respect of such Shares on or after the date of this Offer to Purchase). All
such proxies shall be considered coupled with an interest in the tendered
Shares. Such appointment will be effective when, and only to the extent that,
the Purchaser accepts such Shares for payment. Upon such acceptance for
payment, all prior proxies given by such stockholder with respect to such
Shares (and such other Shares and securities) will be revoked without further
action, and no subsequent proxies may be given nor any subsequent written
consent executed by such stockholder (and, if given or executed, will not be
deemed to be effective) with respect thereto. The designees of the Purchaser
will, with respect to the Shares for which the appointment is effective, be
empowered to exercise all voting and other rights of such stockholder as they
in their sole discretion may deem proper at any annual or special meeting of
the Company's stockholders or any adjournment or postponement thereof, by
written consent in lieu of any such meeting or otherwise. The Purchaser
reserves the right to require that, in order for Shares to be deemed validly
tendered, immediately upon the Purchaser's payment for such Shares, the
Purchaser must be able to exercise full voting rights with respect to such
Shares.
The tender of Shares pursuant to any one of the procedures described above
will constitute the tendering stockholder's acceptance of the Offer, as well
as the tendering stockholder's representation and warranty that such
stockholder has the full power and authority to tender and assign the Shares
tendered, as specified in the Letter of Transmittal. The Purchaser's
acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the tendering stockholder and the
Purchaser upon the terms and subject to the conditions of the Offer.
Backup Withholding. Under the "backup withholding" provisions of United
States federal income tax law, the Depositary may be required to withhold 31%
of the amount of any payments pursuant to the Offer. In order to prevent
backup federal income tax withholding with respect to payments to certain
stockholders of the Offer Price of Shares purchased pursuant to the Offer,
each such stockholder must provide the Depositary with such stockholder's
correct taxpayer identification number ("TIN") and certify that such
stockholder is not subject to backup withholding by completing the Substitute
Form W-9 in the Letter of Transmittal. Certain stockholders (including, among
others, all corporations and certain foreign individuals and entities) are not
subject to backup withholding. If a stockholder does not provide its correct
TIN or fails to provide the certifications described above, the Internal
Revenue Service may impose a penalty on the stockholder and payment of cash to
the stockholder pursuant to the Offer may be subject to backup withholding.
All stockholders surrendering Shares pursuant to the Offer should complete and
sign the Substitute Form W-9 included in the Letter of Transmittal to provide
the information necessary to avoid backup withholding. Non-corporate foreign
stockholders should complete and sign a Form W-8, Certificate of Foreign
Status (a copy of which may be obtained from the Depositary) in order to avoid
backup withholding. See Instruction 8 of the Letter of Transmittal.
4. Withdrawal Rights.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after Friday, June 16, 2000 (or such
later date as may apply if the Offer is extended).
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover page of this Offer to
Purchase. Any such notice of withdrawal must specify the name, address and
taxpayer identification number of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of such Shares, if different from that of the person who tendered such
Shares. If Share Certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the
physical release of such Share Certificates, the serial numbers shown on such
Share Certificates must be submitted to the Depositary and the signature(s) on
the notice of withdrawal must be guaranteed by an
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Eligible Institution, unless such Shares have been tendered for the account of
an Eligible Institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer as set forth in Section 3 hereof, any notice
of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares.
If the Purchaser extends the Offer, is delayed in its acceptance for payment
of Shares or is unable to accept Shares for payment pursuant to the Offer for
any reason, then, without prejudice to the Purchaser's rights under the Offer,
the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent that
tendering stockholders are entitled to withdrawal rights as described herein.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. None of the
Purchaser, the Dealer Manager, the Depositary, the Information Agent or any
other person will be under duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification.
Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn
will thereafter be deemed not to have been validly tendered for purposes of
the Offer. However, withdrawn Shares may be re-tendered at any time prior to
the Expiration Date or during the Subsequent Offering Period by following one
of the procedures described in Section 3 hereof.
No withdrawal rights will apply to Shares tendered into a Subsequent
Offering Period and no withdrawal rights apply during the Subsequent Offering
Period with respect to Shares tendered in the Offer and accepted for payment.
See Section 1.
5. Certain United States Federal Income Tax Consequences.
The following is a summary of certain United States federal income tax
consequences of the Offer and the Howmet Merger to stockholders of the Company
whose Shares are tendered and accepted for payment pursuant to the Offer or
whose Shares are converted into the right to receive cash in the Howmet
Merger. The discussion is for general information only and does not purport to
consider all aspects of United States federal income taxation that might be
relevant to stockholders of the Company. The discussion is based on current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
existing, proposed and temporary regulations promulgated thereunder and
administrative and judicial interpretations thereof, all of which are subject
to change, possibly with a retroactive effect. The discussion applies only to
stockholders of the Company in whose hands Shares are capital assets within
the meaning of Section 1221 of the Code and who do not own directly or through
attribution 50% or more of the stock of Alcoa. This discussion does not apply
to Shares received pursuant to the exercise of employee stock options or
otherwise as compensation, or to certain types of stockholders (such as
insurance companies, tax-exempt organizations, financial institutions and
broker-dealers) who may be subject to special rules. This discussion does not
discuss the United States federal income tax consequences to any stockholder
of the Company who, for United States federal income tax purposes, is a non-
resident alien individual, a foreign corporation, a foreign partnership or a
foreign estate or trust, nor does it consider the effect of any foreign, state
or local tax laws.
Because individual circumstances may differ, each stockholder should consult
his or her own tax advisor to determine the applicability of the rules
discussed below and the particular tax effects of the Offer and the Howmet
Merger, on a beneficial holder of Shares, including the application and effect
of the alternative minimum tax, and any state, local and foreign tax laws and
of changes in such laws.
The exchange of Shares for cash pursuant to the Offer or the Howmet Merger
will be a taxable transaction for United States federal income tax purposes
and possibly for state, local and foreign income tax purposes as well. In
general, a stockholder who sells Shares pursuant to the Offer or receives cash
in exchange for Shares
12
<PAGE>
pursuant to the Howmet Merger will recognize gain or loss for United States
federal income tax purposes equal to the difference, if any, between the
amount of cash received and the stockholder's adjusted tax basis in the Shares
sold pursuant to the Offer or exchanged for cash pursuant to the Howmet
Merger. Gain or loss will be determined separately for each block of Shares
(i.e., Shares acquired at the same cost in a single transaction) tendered
pursuant to the Offer or exchanged for cash pursuant to the Howmet Merger.
Such gain or loss will be long-term capital gain or loss provided that a
stockholder's holding period for such Shares is more than one year at the time
of consummation of the Offer or the Howmet Merger, as the case may be. Capital
gains recognized by an individual upon a disposition of a Share that has been
held for more than one year generally will be subject to a maximum United
States federal income tax rate of 20% or, in the case of a Share that has been
held for one year or less, will be subject to tax at ordinary income tax
rates. Certain limitations apply to the use of a stockholder's capital losses.
A stockholder whose Shares are purchased in the Offer may be subject to 31%
backup withholding unless certain information is provided to the Depositary or
an exemption applies. See Section 3.
6. Price Range of Shares; Dividends.
The Shares trade on the New York Stock Exchange (the "NYSE") under the
symbol "HWM." The following table sets forth, for the periods indicated, the
high and low sale prices per Share. Prices per Share are as reported on the
NYSE based on published financial sources. No dividends were paid to
stockholders for the periods indicated below.
<TABLE>
<CAPTION>
Common Stock
------------------
High Low
--------- --------
<S> <C> <C>
Fiscal Year 1998:
First Quarter.............................................. $18 5/8 $13 5/8
Second Quarter............................................. 18 1/4 13 9/16
Third Quarter.............................................. 15 3/8 9 3/4
Fourth Quarter............................................. 17 5/8 10 5/8
Fiscal Year 1999:
First Quarter.............................................. 16 15/16 13 3/4
Second Quarter............................................. 19 5/16 14 1/8
Third Quarter.............................................. 20 5/8 13 3/4
Fourth Quarter............................................. 18 5/8 11 3/16
Fiscal Year 2000:
First Quarter.............................................. 20 1/2 17 7/8
Second Quarter (through April 17, 2000).................... 21 1/4 20
</TABLE>
On November 11, 1999, the last trading day prior to Cordant's announcement
of its proposal to acquire all of the Publicly Held Howmet Shares for a price
of $17.00 per Share in cash, the closing price per Share on the NYSE was
$14.06. On March 13, 2000, the last trading day before Alcoa announced that it
was acquiring Cordant (which currently owns approximately 84.6% of the
outstanding Shares), the closing price per Share on the NYSE was $18.50. On
April 12, 2000, the last full day of trading before the public announcement of
the Offer, the closing price per Share on the NYSE was $20.75. On April 17,
2000, the last full day of trading before the commencement of the Offer, the
closing price per Share on the NYSE was $21.00. Stockholders are urged to
obtain a current market quotation for the Shares.
7. Certain Information Concerning the Company.
General. The Company is a Delaware corporation with its principal offices
located at 475 Steamboat Road, Greenwich, Connecticut 06830. The telephone
number of the Company is (203) 661-4600. According to the Company's Form 10-K
for the fiscal year ended December 31, 1999, through its principal operating
subsidiary, Howmet Corporation, founded in 1926, the Company is the largest
manufacturer in the world of
13
<PAGE>
investment cast turbine engine components for jet aircraft and industrial gas
turbines ("IGT") as original equipment and spare parts. The Company uses
investment casting techniques to produce high-performance and highly reliable
superalloy and titanium components to the exacting specifications of the major
aerospace and IGT engine manufacturers. Through Howmet Corporation's Aluminum
Casting (formerly Cercast) subsidiaries, the Company is also the world's
largest producer of aluminum investment castings, which it produces
principally for the commercial aerospace and defense electronics industries.
As of the date hereof, Cordant holds approximately 84.6% of the currently
outstanding Shares.
Available Information. The Shares are registered under the Exchange Act.
Accordingly, the Company is subject to the informational reporting
requirements of the Exchange Act and, in accordance therewith, is required to
file periodic reports, proxy statements and other information with the SEC
relating to its business, financial condition and other matters. Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the SEC's regional offices located
at Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Information regarding the public reference facilities may be obtained from the
SEC by telephoning 1-800-SEC-0330. The Company's filings are also available to
the public on the SEC's Internet site (http://www.sec.gov). Copies of such
materials may also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Selected Financial Data. The following selected financial data relating to
the Company has been taken from the Company's annual report on Form 10-K,
filed with the SEC on March 29, 2000. More comprehensive financial information
is included in the Company's annual report on Form 10-K and quarterly reports
on Form 10-Q and the other documents filed by the Company with the SEC, and
the financial data set forth below is qualified in its entirety by reference
to such reports and other documents and all of the financial statements and
notes contained therein. Such reports and other documents may be examined and
copies may be obtained from the offices of the SEC in the manner set forth
above.
14
<PAGE>
HOWMET INTERNATIONAL INC.
CONSOLIDATED
SELECTED FINANCIAL DATA
(dollars in millions, except per common share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1999 1998
----------- -----------
<S> <C> <C>
STATEMENT OF INCOME DATA
Net Sales............................................ $ 1,459.7 $ 1,350.6
Operating expenses:
Cost of sales...................................... 1,115.8 1,039.1
Selling, general and administrative (a)............ 108.6 101.6
Research and development........................... 19.9 20.2
----------- -----------
Income from operations............................. 215.4 189.7
Interest (expense) income, net..................... (5.3) (11.1)
Other, net......................................... (3.0) (3.4)
Income taxes....................................... (70.4) (64.8)
----------- -----------
Net income ........................................ $ 136.7 $ 110.4
=========== ===========
Dividends on redeemable preferred stock............ (.8) (5.6)
=========== ===========
Net income applicable to common stock.............. $ 135.9 $ 104.8
=========== ===========
Per common share amounts:
Net Income....................................... $ 1.36 $ 1.05
=========== ===========
<CAPTION>
Year Ended December 31,
------------------------
1999 1998
----------- -----------
<S> <C> <C>
OTHER DATA (end of period, where applicable):
Total Assets, excluding Restricted Trust........... $ 1,120.1 $ 1,084.2
Restricted Trust (b)............................... -- 716.4
Long-term debt, including current maturities,
excluding Pechiney Notes.......................... -- 63.0
Pechiney Notes (b)................................. -- 716.4
Redeemable preferred stock......................... -- 65.6
Stockholder's equity............................... 500.7 371.3
Net cash provided (used) by operating activities... 232.9 207.4
Capital expenditures............................... 112.9 83.0
</TABLE>
- --------
(a) Includes charges related to the Company's stock appreciation rights plan
of $6.3 million in 1999 and $10.8 million in 1998.
(b) The Restricted Trust holds a note receivable from Pechiney, S.A. and
related letters of credit that secured Pechiney, S.A.'s agreement to repay
the Pechiney Notes. Pechiney, S.A. (the Company's previous owner) paid the
Pechiney Notes in full on January 4, 1999, and the Restricted Trust was
terminated. No Company funds were used in the payment of the Pechiney
Notes.
Except as otherwise stated in this Offer to Purchase, the information
concerning the Company contained herein has been taken from or is based upon
reports and other documents on file with the SEC or otherwise publicly
available. Although neither the Purchaser nor Alcoa has any knowledge that
would indicate that any statements contained herein based upon such reports
and documents are untrue, neither the Purchaser nor Alcoa takes any
responsibility for the accuracy or completeness of the information contained
in such reports and other documents or for any failure by the Company to
disclose events that may have occurred and may affect the significance or
accuracy of any such information but that are unknown to the Purchaser or
Alcoa.
15
<PAGE>
Certain Projections. In connection with Alcoa's review of the transactions
contemplated by the Cordant Merger Agreement, in late December Cordant
provided Alcoa with certain projected financial information concerning the
Company for the years ended 2000 through 2002 which was prepared by the
Company's management and provided to Cordant's management. Such projected
financial information included projected gross sales, net income and operating
profit of $1,518.8 million, $146.8 million and $225.0 million for 2000;
$1,630.0 million, $162.3 million and $247.5 million for 2001; and $1,782.0
million, $188.4 million and $281.6 million for 2002.
Subsequently, in mid-January in connection with Alcoa's continued review of
an acquisition of Cordant, Cordant provided Alcoa with certain revised
projected financial information concerning the Company for the years ended
2000 through 2004 which was prepared by the Company's management and provided
to Cordant's management (the "Howmet Management Projections"). Set forth below
is a summary of the Howmet Management Projections.
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
2000 2001 2002 2003 2004
-------- -------- -------- -------- --------
(in millions)
<S> <C> <C> <C> <C> <C>
Gross Sales........................ $1,575.0 $1,721.0 $1,879.0 $1,963.0 $2,051.0
Net Income......................... $ 155.6 $ 188.8 $ 222.8 $ 239.7 $ 259.2
Operating Profit................... $ 234.8 $ 282.5 $ 327.0 $ 341.4 $ 358.7
</TABLE>
At the same time, Cordant also provided Alcoa with revisions to the Howmet
Management Projections, reflecting adjustments deemed appropriate by Cordant's
management to reflect their management's views of the Company's projected
financial performance for the years ended 2000 through 2004 (the "Adjusted
Howmet Projections"). Set forth below is a summary of the Adjusted Howmet
Projections.
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
2000 2001 2002 2003 2004
-------- -------- -------- -------- --------
(in millions)
<S> <C> <C> <C> <C> <C>
Gross Sales........................ $1,543.6 $1,686.0 $1,879.0 $1,923.0 $2,009.0
Net Income......................... $ 145.4 $ 172.4 $ 193.6 $ 203.7 $ 215.6
Operating Profit................... $ 229.8 $ 276.5 $ 309.0 $ 323.4 $ 340.7
</TABLE>
The foregoing projections should be read together with the financial
statements of the Company that can be obtained from the SEC as described
above. It is the understanding of Alcoa that the foregoing projections do not
contain a full allocation of Cordant's corporate overhead. It is also the
understanding of Alcoa and the Purchaser that the projections were not
prepared with a view to public disclosure or compliance with published
guidelines of the SEC or the guidelines established by the American Institute
of Certified Public Accountants regarding projections or forecasts and are
included herein only because such information was provided to Alcoa in
connection with their evaluation of a business combination transaction. The
projections do not purport to present operations in accordance with generally
accepted accounting principles, and the Company's and Cordant's independent
auditors have not examined or compiled the projections presented herein and
accordingly assume no responsibility for them. These projections are subject
to certain risks and uncertainties that could cause actual results to differ
materially from the projections. Cordant has advised the Purchaser and Alcoa
that its internal financial forecasts (upon which the projections provided to
Alcoa and the Purchaser were based in part) are, in general, prepared solely
for internal use and capital budgeting and other management decisions and are
subjective in many respects and thus susceptible to interpretations and
periodic revision based on actual experience and business developments. The
projections also reflect numerous assumptions (not all of which were provided
to Alcoa and the Purchaser), all made by management of the Company or Cordant,
with respect to industry performance, general business, economic, market and
financial conditions and other matters, including effective tax rates
consistent with historical levels for the Company, all of which are difficult
to predict, many of which are beyond the Company's control, and none of which
were subject to approval by Alcoa or the Purchaser. Accordingly, there can be
no assurance that the assumptions made in preparing the projections will prove
16
<PAGE>
accurate. It is expected that there will be differences between actual and
projected results, and actual results may be materially greater or less than
those contained in the projections. The inclusion of the projections herein
should not be regarded as an indication that any of Alcoa, the Purchaser, the
Company, Cordant or their respective affiliates or representatives considered
or consider the projections to be a reliable prediction of future events, and
the projections should not be relied upon as such. None of Alcoa, the
Purchaser, the Company, Cordant or any of their respective affiliates or
representatives has made or makes any representation to any person regarding
the ultimate performance of the Company compared to the information contained
in the projections, and none of them intends to update or otherwise revise the
projections to reflect circumstances existing after the date when made or to
reflect the occurrence of future events even in the event that any or all of
the assumptions underlying the projections are shown to be in error.
8. Certain Information Concerning Alcoa and the Purchaser.
General. Alcoa is a Pennsylvania corporation with its principal offices
located at 201 Isabella Street, Pittsburgh, Pennsylvania 15212. The telephone
number of Alcoa is (412) 553-4545. Alcoa is the world's leading producer of
primary aluminum, fabricated aluminum and alumina and a major participant in
all segments of the industry: mining, refining, smelting, fabricating and
recycling. Alcoa serves customers worldwide primarily in the transportation
(including aerospace, automotive, rail and shipping), packaging, building and
industrial markets with a great variety of fabricated and finished products.
Alcoa is organized into approximately 25 independently managed business units
and has over 250 operating locations in 31 countries.
The Purchaser is a Delaware corporation with its principal offices located at
201 Isabella Street, Pittsburgh, Pennsylvania 15212. The telephone number of
the Purchaser is (412) 553-4545. The Purchaser is a wholly owned subsidiary of
Alcoa. The Purchaser has not carried on any activities other than in connection
with this Offer to Purchase.
The name, citizenship, business address, business phone number, principal
occupation or employment and five-year employment history for each of the
directors and executive officers of Alcoa and the Purchaser and certain other
information are set forth in Schedule I hereto.
Except as described in this Offer to Purchase, (1) none of Alcoa, the
Purchaser nor, to the best knowledge of Alcoa and the Purchaser, any of the
persons listed in Schedule I to this Offer to Purchase or any associate or
majority-owned subsidiary of Alcoa or the Purchaser or any of the persons so
listed beneficially currently owns or has any right to acquire, directly or
indirectly, any Shares and (2) none of Alcoa, the Purchaser nor, to the best
knowledge of Alcoa and the Purchaser, any of the persons or entities referred
to above nor any director, executive officer or subsidiary of any of the
foregoing has effected any transaction in the Shares during the past 60 days.
Except as otherwise described in this Offer to Purchase, none of Alcoa, the
Purchaser nor, to the best knowledge of Alcoa and the Purchaser, any of the
persons listed in Schedule I to this Offer to Purchase, has any contract,
arrangement, understanding or relationship with any other person with respect
to any securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or voting of
such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss, guarantees of
profits, division of profits or loss or the giving or withholding of proxies.
Except as set forth in this Offer to Purchase, none of Alcoa, the Purchaser
nor, to the best knowledge of Alcoa and the Purchaser, any of the persons
listed on Schedule I hereto, has had any business relationship or transaction
with the Company or any of its executive officers, directors or affiliates that
is required to be reported under the rules and regulations of the SEC
applicable to the Offer. Except as set forth in this Offer to Purchase, there
have been no contracts, negotiations or transactions between Alcoa or any of
its subsidiaries or, to the best knowledge of Alcoa, any of the persons listed
in Schedule I to this Offer to Purchase, on the one hand, and the Company or
its affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets. None of
the persons listed in Schedule I has, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). None of the persons listed in Schedule I has, during the
17
<PAGE>
past five years, been a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction of settlement) that
resulted in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws.
9. Source and Amount of Funds.
The total amount of funds required by the Purchaser to purchase Shares
pursuant to the Offer and the Howmet Merger is estimated to be approximately
$393.7 million. The Purchaser will obtain such funds from Alcoa. Alcoa
currently expects to obtain all of the funds necessary to purchase Shares
pursuant to the Offer from internally generated funds and the issuance of
commercial paper. The Purchaser does not currently have alternative financing
plans. The Offer is not conditioned on financing.
10. Background of the Offer; Past Contacts or Negotiations with the Company.
Between August 1999 and March 2000 representatives of Alcoa and Cordant
engaged in discussions with respect to a possible business combination
transaction involving Alcoa and Cordant.
On various occasions between February 9, 2000 and February 24, 2000, Mr.
Alain J.P. Belda, President and Chief Executive Officer of Alcoa, and Ms.
Barbara S. Jeremiah, Vice President--Corporate Development of Alcoa, discussed
with Mr. James R. Wilson, Chief Executive Officer of Cordant, and Mr. Richard
L. Corbin, Executive Vice President and Chief Financial Officer of Cordant,
matters relating to, among other things, the status and timing of Cordant's
proposal on November 12, 1999 to acquire all of the outstanding Publicly Held
Howmet Shares for a price of $17.00 per Share in cash and the impact of that
proposal on a possible transaction between Alcoa and Cordant.
On February 25, 2000, representatives of Alcoa and its financial advisors,
Salomon Smith Barney, and its legal advisors, Skadden, Arps, Slate, Meagher &
Flom LLP, met in New York with representatives of Cordant's financial
advisors, Morgan Stanley & Co. Incorporated, and its legal advisors, Wachtell,
Lipton, Rosen & Katz, to discuss issues relating to Cordant's November 12,
1999 proposal to acquire the Publicly Held Howmet Shares.
During the week of February 28, 2000, Mr. Belda and Ms. Jeremiah spoke with
Mr. Wilson to discuss Alcoa's views with respect to the discussions on
February 25 relating to the Company, and continued to discuss the possible
structure and terms of a business combination transaction involving Cordant
and Alcoa.
Between March 3, 2000 and March 6, 2000, the legal advisors for Alcoa and
Cordant had a number of conversations relating to certain corporate legal
issues with respect to seeking approval from the Board of Directors of the
Company for Alcoa to become an "interested stockholder" of the Company under
Section 203 of the DGCL as a result of entering into an acquisition agreement
with Cordant. Alcoa's legal counsel stated that Alcoa would not enter into an
acquisition agreement with Cordant unless either such Company Board of
Directors approval were given or the Company and Cordant entered into a
definitive merger agreement.
On March 8, 2000, representatives of Cordant told representatives of the
Independent Committee that Cordant was discussing a possible transaction
involving Alcoa and Cordant. At that time Cordant requested that the
Independent Committee consider recommending to the Company's Board of
Directors that it approve Alcoa's becoming an "interested stockholder" of the
Company under Section 203 of the DGCL, so that Alcoa would not be subject to
the restrictions on a subsequent business combination with the Company that
Section 203 would otherwise impose.
Over the next few days, representatives of Cordant conducted discussions
with representatives of the Independent Committee regarding the terms under
which the committee would consider recommending its approval, for purposes of
Section 203, of Alcoa's becoming an interested stockholder of the Company. In
addition, representatives of Cordant explored with representatives of the
Independent Committee the possibility of negotiating a definitive acquisition
agreement to acquire the Publicly Held Howmet Shares. During the course of
these discussions, Cordant made a proposal to the Independent Committee to
acquire all of the Publicly Held Howmet Shares for $18.75 per Share, but
following further discussions, no agreement was reached.
18
<PAGE>
On March 11, 2000, the Independent Committee's legal advisors and Cordant's
legal advisors discussed the proposed terms for an amendment to the Corporate
Agreement between the Company and Cordant to provide for additional
restrictions on Cordant's ability to purchase Publicly Held Howmet Shares and
Alcoa's entering into a separate agreement with the Company pursuant to which
it would be bound by the same restrictions on acquiring Publicly Held Howmet
Shares as Cordant under the amended agreement. Such an amendment was being
proposed as a condition for the Independent Committee's recommending to the
full Board of Directors of the Company that it approve, for purposes of
Section 203 under the DGCL, Alcoa's becoming an "interested stockholder" of
the Company.
On March 13, 2000, the Board of Directors of the Company approved the terms
of an amendment to the Corporate Agreement pursuant to which Cordant would
agree to certain restrictions on acquiring Shares if doing so would reduce the
number of Publicly Held Howmet Shares below 14% of the outstanding shares. The
Board of Directors of the Company also approved the terms of a separate
agreement with Alcoa pursuant to which Alcoa agreed to be bound by the same
restrictions. In addition, on that date the full Board of Directors of the
Company approved, for purposes of Section 203, following receipt of the
recommendation of the Independent Committee for such approval, Alcoa's
becoming an interested stockholder of the Company.
Later on March 13, the Company and Cordant entered into the amendment to the
Corporate Agreement and Alcoa and the Company entered into the letter
agreement pursuant to which Alcoa agreed to be bound by the terms of the
amendment to the Corporate Agreement.
Thereafter the legal advisors for Cordant and Alcoa finalized the Cordant
Merger Agreement, and the Cordant Merger Agreement was signed on March 14,
2000. The Cordant Merger Agreement provides, among other things, that Alcoa or
any of its affiliates may acquire or agree with the Company to acquire all of
the Publicly Held Howmet Shares not owned by Cordant or any of its
subsidiaries in accordance with the terms of the Corporate Agreement;
provided, however, that Alcoa does not acquire any Shares prior to the
purchase of shares of Cordant Common Stock in the Offer. In addition, Alcoa
has separately agreed with the Company to be bound by the same limitations on
acquiring Publicly Held Howmet Shares as Cordant under the Corporate
Agreement.
On March 27, 2000, representatives of Alcoa and its legal advisors, Skadden,
Arps, Slate, Meagher & Flom LLP, met with one member of the Independent
Committee and its legal advisors, Baker & Botts, L.L.P., to discuss the terms
of a possible transaction between Alcoa and the Company. During the course of
these discussions, Alcoa made a proposal to acquire all of the Shares for
$19.00 per Share. After further discussions, no agreement was reached, but the
Independent Committee agreed to discuss Alcoa's proposal with its financial
advisors. In addition, during the course of these discussions, legal advisors
for the Independent Committee and Alcoa negotiated the terms of a form of
definitive acquisition agreement.
The following week, Ms. Jeremiah spoke with Mr. James D. Woods, Chairman of
the Independent Committee, to further discuss a possible transaction between
Alcoa and the Company. Following additional discussion with respect to price
Ms. Jeremiah and Mr. Wood arranged to have their respective financial advisors
meet to discuss the Independent Committee's views on valuation.
On April 10, 2000, representatives of Salomon Smith Barney, Alcoa's
financial advisors, met with representatives of Goldman, Sachs & Co., the
Independent Committee's financial advisors, to discuss the Independent
Committee's views on valuation.
Over the course of the next two days, Ms. Jeremiah had several conversations
with Mr. Wood in an effort to resolve the different views of Alcoa and the
Independent Committee with respect to valuation. Unable to come to agreement
on valuation, following such discussions Alcoa determined that it would
commence an offer to purchase the Shares.
On April 13, 2000, Alcoa announced that it intended to commence an offer to
purchase all of the Shares at a price of $20.00 per Share.
19
<PAGE>
On April 18, 2000 the Purchaser commenced the Offer.
11. The Corporate Agreement; Other Arrangements.
Corporate Agreement and Letter Agreement
On March 13, 2000, Cordant and the Company amended the Corporate Agreement,
dated December 2, 1997, by and among Cordant, Holding and the Company,
relating to Cordant's ownership of Shares. Under the amended Corporate
Agreement, Cordant has agreed not to acquire any Shares if it would reduce the
number of Publicly Held Howmet Shares below 14% of the outstanding Shares
unless (1) the acquisition is approved by the Independent Committee, (2) the
acquisition is accomplished by a tender offer for all of the Publicly Held
Howmet Shares that is conditioned upon the tender of a majority of the
Publicly Held Howmet Shares, with a merger following on the same terms, or (3)
the acquisition is accomplished by a merger that has been approved by the
affirmative vote of a majority of the Publicly Held Howmet Shares. A copy of
the amendment to the Corporate Agreement is filed as an exhibit to the
Schedule TO and is incorporated herein by reference.
Alcoa has separately agreed with the Company to be bound by the same
limitations on acquiring Publicly Held Howmet Shares as Cordant under the
Corporate Agreement. These arrangements were approved by the Board of
Directors of the Company with the recommendation and concurrence of the
Independent Committee. The Independent Committee also approved Alcoa's
becoming an "interested stockholder" of the Company under Section 203 of the
DGCL as a result of the Cordant Merger Agreement. A copy of the letter
agreement between Alcoa and the Company, pursuant to which Alcoa agreed to be
bound, is filed as an exhibit to the Schedule TO and is incorporated herein by
reference.
The Cordant Merger Agreement
The Cordant Merger Agreement is summarized in Section 11--"The Merger
Agreement; Other Arrangements" in the Offer to Purchase of Omega Acquisition
Corp., dated March 20, 2000, which is filed as an exhibit to the Schedule TO
and is incorporated herein by reference. The Cordant Merger Agreement
provides, among other things, that Alcoa or any of its affiliates may acquire
or agree with the Company to acquire all of the Shares not owned by Cordant or
any of its subsidiaries in accordance with the terms of the Corporate
Agreement; provided, however, that Alcoa does not acquire any Shares prior to
the purchase of shares of Cordant Common Stock in the Offer.
Employee Stock Options and Other Employee Benefits.
Alcoa intends to use its reasonable best efforts to cause each option to
purchase Shares issued pursuant to the Company's Amended and Restated 1997
Stock Awards Plan (such plan, the "Company Stock Option Plan," and each option
issued thereunder, an "Employee Stock Option") to become exercisable
immediately prior to the effective time of the Howmet Merger (the "Effective
Time"), as permitted pursuant to the terms and conditions of the Company Stock
Option Plan. Alcoa also intends to offer to each holder of an Employee Stock
Option that is outstanding immediately prior to the Effective Time (whether or
not then presently exercisable or vested) to cancel such Employee Stock Option
in exchange for an amount in cash equal to the product of (x) the difference
between the Offer Price and the per Share exercise price of such Employee
Stock Option and (y) the number of Shares covered by such Employee Stock
Option. The Purchaser expects that all payments in respect of such Employee
Stock Options will be made as promptly as practicable after the Effective
Time, subject to the collection of all applicable withholding taxes required
by law to be collected by the Company. Each Employee Stock Option, the holder
of which does not accept such offer, that remains outstanding immediately
before the Effective Time will be assumed by Alcoa and converted, effective as
of the Effective Time, into an option with respect to that number (the "New
Share Number") of shares of common stock, par value $1.00 per share, of Alcoa
("Alcoa Common Stock") that equals the number of Shares subject to such
Employee Stock Option immediately before the Effective Time, times an amount
equal to the Offer Price divided by the Alcoa Share Value (as defined below),
rounded to the nearest whole number, with a per-Share exercise price equal to
the
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aggregate exercise price of such option immediately before the Effective Time,
divided by the New Share Number, rounded to the nearest whole cent; provided,
that in the case of any such option that was granted as an "incentive stock
option" within the meaning of Section 422 of the Code and did not cease to
qualify as such as a result of any acceleration of vesting provided for above
or otherwise, the number of shares will be rounded down to the nearest whole
number to determine the New Share Number, and the new per-Share exercise price
will be determined by rounding up to the nearest whole cent. The "Alcoa Share
Value" means the average of the daily high and low trading prices of the Alcoa
common stock on the NYSE on each trading day during the period of 30 days
ending the second trading day prior to the Effective Time. Alcoa also intends
to cause amounts payable to certain Howmet employees pursuant to stock
appreciation rights agreements to become vested as of the Effective Time and
for such amounts to be paid to such employees in accordance with the terms of
the stock appreciation right agreements.
12. Purpose of the Offer; Plans for the Company.
Purpose of the Offer. The purpose of the Offer is to facilitate Alcoa's
acquisition of the entire equity interest in the Company. Alcoa intends, as
soon as practicable following consummation of the Offer, to propose and seek
to consummate the Howmet Merger. The purpose of the Howmet Merger is to
acquire all outstanding Shares not tendered and purchased pursuant to the
Offer or otherwise.
If the Minimum Condition and the Cordant Offer Condition are satisfied and
the Cordant Merger is completed, then, in accordance with Section 253 of the
DGCL, the Howmet Merger may be consummated without a stockholder meeting and
without the approval of the Company's stockholders.
Under the DGCL, holders of Shares do not have dissenters' rights as a result
of the Offer. In connection with the Howmet Merger, however, stockholders of
the Company may have the right to dissent and demand appraisal of their Shares
under the DGCL. Dissenting stockholders who comply with the applicable
statutory procedures under the DGCL will be entitled to receive a judicial
determination of the fair value of their Shares (exclusive of any element of
value arising from the accomplishment or expectation of the Howmet Merger) and
to receive payment of such fair value in cash. Any such judicial determination
of the fair value of the Shares could be based upon considerations other than
or in addition to the price per Share paid in the Howmet Merger and the market
value of the Shares. In Weinberger v. UOP, Inc., the Delaware Supreme Court
stated, among other things, that "proof of value by any techniques or methods
which are generally considered acceptable in the financial community and
otherwise admissible in court" should be considered in an appraisal
proceeding. Stockholders should recognize that the value so determined could
be higher or lower than the price per Share paid pursuant to the Offer or the
consideration per Share to be paid in the Howmet Merger. Moreover, the
Purchaser may argue in an appraisal proceeding that, for purposes of such a
proceeding, the fair value of the Shares is less than the price paid in the
Offer or the Howmet Merger.
Plans for the Company. Except as otherwise provided herein, it is expected
that, initially following the Howmet Merger, the business and operations of
the Company will, except as set forth in this Offer to Purchase, be continued
substantially as they are currently being conducted. Alcoa will continue to
evaluate the business and operations of the Company during the pendency of the
Offer and after the consummation of the Offer and the Howmet Merger and will
take such actions as it deems appropriate under the circumstances then
existing. Alcoa intends to seek additional information about the Company
during this period. Thereafter, Alcoa intends to review such information as
part of a comprehensive review of the Company's business, operations,
capitalization and management with a view to optimizing development of the
Company's potential in conjunction with Alcoa's business.
Except as described above or elsewhere in this Offer to Purchase, the
Purchaser and Alcoa have no present plans or proposals that would relate to or
result in (i) any extraordinary corporate transaction involving the Company or
any of its subsidiaries (such as a merger, reorganization, liquidation,
relocation of any operations or sale or other transfer of a material amount of
assets), (ii) any sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (iii) any change in the Board of Directors
of the Company or management of the Company, (iv) any material change in the
Company's capitalization or dividend policy, (v) any other
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material change in the Company's corporate structure or business, (vi) a class
of securities of the Company being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association or (vii) a class of
equity securities of the Company being eligible for termination of
registration pursuant to Section 12(g) of the Exchange Act.
13. Certain Effects of the Offer
Market for the Shares. The purchase of Shares pursuant to the Offer will
reduce the number of holders of Shares and the number of Shares that might
otherwise trade publicly, which could adversely affect the liquidity and
market value of the remaining Shares held by stockholders other than the
Purchaser. The Purchaser cannot predict whether the reduction in the number of
Shares that might otherwise trade publicly would have an adverse or beneficial
effect on the market price for, or marketability of, the Shares or whether
such reduction would cause future market prices to be greater or less than the
Offer Price.
Stock Quotation. Depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the standards for continued listing
on the NYSE. According to the NYSE's published guidelines, the NYSE would
consider delisting the Shares if, among other things, the number of publicly
held Shares falls below 600,000, the number of record holders of at least 100
Shares falls below 400 (or below 1,200 if the average monthly trading volume
is below 100,000 for the last twelve months) or the aggregate market value of
such publicly held Shares falls below $8,000,000. Shares held by officers or
directors of the Company or their immediate families, or by any beneficial
owner of 10% or more of the Shares, ordinarily will not be considered to be
publicly held for this purpose.
If, as a result of the purchase of Shares pursuant to the Offer or
otherwise, the Shares no longer meet the requirements of the NYSE for
continued listing and the listing of the Shares is discontinued, the market
for the Shares could be adversely affected.
If the NYSE were to delist the Shares, it is possible that the Shares would
continue to trade on another securities exchange or in the over-the-counter
market and that price or other quotations would be reported by such exchange
or through the Nasdaq National Market or through other sources. The extent of
the public market for such Shares and the availability of such quotations
would depend, however, upon such factors as the number of stockholders and/or
the aggregate market value of such securities remaining at such time, the
interest in maintaining a market in the Shares on the part of securities
firms, the possible termination of registration under the Exchange Act as
described below and other factors.
Margin Regulations. The Shares are currently "margin securities" under the
Regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), which has the effect, among other things, of
allowing brokers to extend credit on the collateral of the Shares. Depending
upon factors similar to those described above regarding the market for the
Shares and stock quotations, it is possible that, following the Offer, the
Shares would no longer constitute "margin securities" for the purposes of the
margin regulations of the Federal Reserve Board and therefore could no longer
be used as collateral for loans made by brokers.
Exchange Act Registration. The Shares are currently registered under the
Exchange Act. Such registration may be terminated upon application of the
Company to the SEC if the Shares are neither listed on a national securities
exchange nor held by 300 or more holders of record. Termination of
registration of the Shares under the Exchange Act would substantially reduce
the information required to be furnished by the Company to its stockholders
and to the SEC and would make certain provisions of the Exchange Act no longer
applicable to the Company, such as the short-swing profit recovery provisions
of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy
statement pursuant to Section 14(a) of the Exchange Act in connection with
stockholders' meetings and the related requirement of furnishing an annual
report to stockholders and the requirements of Rule 13e-3 under the Exchange
Act with respect to "going private" transactions. Furthermore, the ability of
"affiliates" of the Company and persons holding "restricted securities" of the
Company to dispose of such securities pursuant to Rule 144 promulgated under
the Securities Act of 1933, as amended, may be
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impaired or eliminated. If registration of the Shares under the Exchange Act
were terminated, the Shares would no longer be "margin securities" or be
eligible for trading on the NYSE. Alcoa and the Purchaser currently intend to
seek to cause the Company to terminate the registration of the Shares under
the Exchange Act as soon after consummation of the Offer as the requirements
for termination of registration are met.
14. Dividends and Distributions.
The Company has paid no dividends to stockholders during the past two years.
Pursuant to the terms of the Cordant Merger Agreement, Cordant agreed that,
from and after March 14, 2000 and prior to the effective time of the Cordant
Merger, Cordant may not permit the Company to authorize or pay any dividends
on or make any distribution with respect to the Company's outstanding shares
of capital stock.
15. Certain Conditions of the Offer.
Conditions to the Offer. Notwithstanding any other term or provision of the
Offer, the Purchaser will not be required to accept for payment or, subject to
any applicable rules and regulations of the SEC, including Rule 14e-1(c) under
the Exchange Act (relating to a bidder's obligation to pay for or return
tendered securities promptly after the termination or withdrawal of such
bidder's offer), to pay for any Shares not theretofore accepted for payment or
paid for unless (1) the Minimum Condition shall have been satisfied and (2)
the Cordant Offer Condition shall have been satisfied. 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, at any time on or after the date hereof, and before the
acceptance of such Shares for payment or the payment therefor, any of the
following events or facts shall have occurred:
(a) there shall be threatened, instituted or pending any action,
proceeding, application or counterclaim by any government or governmental,
regulatory or administrative authority or agency, domestic, foreign or
supranational (each, a "Governmental Entity"), or by any other person or
entity, domestic or foreign, before any court or Governmental Entity,
(i)(A) challenging or seeking to, or which is reasonably likely to, make
illegal, delay or otherwise directly or indirectly restrain or prohibit, or
seeking to, or which is reasonably likely to, impose voting, procedural,
price or other requirements, in addition to those required by federal
securities laws and the DGCL (each as in effect on the date of this Offer
to Purchase), in connection with, the making of the Offer, the acceptance
for payment of, or payment for, some or all of the Shares by the Purchaser,
Alcoa or any other affiliate of Alcoa or the consummation by the Purchaser,
Alcoa or any other affiliate of Alcoa of a merger or other similar business
combination with the Company, (B) seeking to obtain material damages or (C)
otherwise directly or indirectly relating to the transactions contemplated
by the Offer or any such merger or business combination, (ii) seeking to
prohibit the ownership or operation by the Purchaser, Alcoa or any other
affiliate of Alcoa of all or any portion of the business or assets of the
Company and its subsidiaries or of the Purchaser, Alcoa or any other
affiliate of Alcoa or to compel the Purchaser, Alcoa or any other affiliate
of Alcoa to dispose of or hold separate all or any portion of the business
or assets of the Company or any of its subsidiaries or of the Purchaser,
Alcoa or any other affiliate of Alcoa or seeking to impose any limitation
on the ability of the Purchaser, Alcoa or any other affiliate of Alcoa to
conduct such business or own such assets, (iii) seeking to impose or
confirm limitations on the ability of the Purchaser, Alcoa or any other
affiliate of Alcoa effectively to exercise full rights of ownership of the
Shares, including, without limitation, the right to vote and Shares
acquired or owned by the Purchaser, Alcoa or any other affiliate of Alcoa
on all matters properly presented to the Company's stockholders, (iv)
seeking to require divestiture by the Purchaser, Alcoa or any other
affiliate of Alcoa of any Shares, (v) seeking any material diminution in
the benefits expected to be derived by the Purchaser, Alcoa or any other
affiliate of Alcoa as a result of the transactions contemplated by the
Offer or any merger or other similar business combination with the Company,
(vi) otherwise directly or indirectly relating to the Offer or which
otherwise, in the sole judgment of the Purchaser, might materially
adversely affect the Company or any of its subsidiaries or the Purchaser,
Alcoa or any other affiliate of Alcoa or the value of the Shares or (vii)
in the sole judgment of the Purchaser, materially adversely affecting the
business, properties, assets, liabilities, capitalization, stockholders'
equity, condition (financial or otherwise), operations, licenses or
franchises, results of operations or prospects of the Company or any of its
subsidiaries;
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(b) there shall be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction proposed,
enacted, enforced, promulgated, amended, issued or deemed applicable to (i)
the Purchaser, Alcoa or any other affiliate of Alcoa or the Company or any
of its subsidiaries or (ii) the Offer or any merger or other similar
business combination by the Purchaser, Alcoa or any other affiliate of
Alcoa with the Company, by any government, legislative body or court,
domestic, foreign or supranational, or Governmental Entity, that, in the
reasonable judgment of the Purchaser, might, directly or indirectly, result
in any of the consequences referred to in clauses (i) through (vii) of
paragraph (a) above;
(c) any change shall have occurred or been threatened (or any condition,
event or development shall have occurred or been threatened involving a
prospective change) in the business, properties, assets, liabilities,
capitalization, stockholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries that, in the reasonable judgment of
the Purchaser, is or may be materially adverse to the Company or any of its
subsidiaries, or the Purchaser shall have become aware of any facts that,
in the reasonable judgment of the Purchaser, have or may have material
adverse significance with respect to either the value of the Company or any
of its subsidiaries or the value of the Shares to the Purchaser, Alcoa or
any other affiliate of Alcoa;
(d) there shall have occurred or been threatened (i) any general
suspension of trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market in the
United States, (ii) any extraordinary or material adverse change in the
financial markets or major stock exchange indices in the United States or
abroad or in the market price of Shares, (iii) any change in the general
political, market, economic or financial conditions in the United States or
abroad that could, in the sole judgment of the Purchaser, have a material
adverse effect upon the business, properties, assets, liabilities,
capitalization, stockholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries or the trading in, or value of, the
Shares, (iv) any material change in United States currency exchange rates
or any other currency exchange rates or a suspension of, or limitation on,
the markets therefor, (v) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (vi) any
limitation (whether or not mandatory) by any government, domestic, foreign
or supranational, or Governmental Entity on, or other event that, in the
sole judgment of the Purchaser, might affect, the extension of credit by
banks or other lending institutions, (vii) a commencement of war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States, or (viii) in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof;
(e) any approval, permit, authorization, favorable review or consent of
any Governmental Entity shall not have been obtained on terms satisfactory
to Purchaser in its reasonable discretion; or
(f) the Cordant Offer shall have been terminated in accordance with its
terms;
which, in the reasonable good faith judgment of the Purchaser in any such
case, and regardless of the circumstances (including any action or inaction by
Alcoa or any of its affiliates) giving rise to any such condition, makes it
inadvisable to proceed with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of the Purchaser and Alcoa
and may be asserted by the Purchaser or Alcoa regardless of the circumstances
giving rise to any such condition or (other than the Minimum Condition and the
Cordant Offer Condition) may be waived by the Purchaser or Alcoa in whole or
in part at any time and from time to time in their reasonable discretion. The
failure by the Purchaser or Alcoa at any time to exercise any of the foregoing
rights will not be deemed a waiver of any such right, the waiver of such right
with respect to particular facts and circumstances will not be deemed a waiver
with respect to any other facts and circumstances, and each such right will be
deemed an ongoing right that may be asserted at any time and from time to
time. Any determination by the Purchaser concerning the events described in
this Section 15 will be final and binding upon all parties.
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Conditions to the Cordant Offer. The Offer is conditioned upon, among other
things, the Cordant Offer Condition. The following is a summary of the
conditions to the consummation of the Cordant Offer. This summary is qualified
in its entirety by reference to, and should be read together with, Section
15--"Certain Conditions of the Offer" in the Offer to Purchase, dated March
20, 2000, of Omega Acquisition Corp., which is filed as an exhibit to the
Schedule TO and is incorporated herein, by reference.
Omega Acquisition is not required to accept for payment or pay for shares in
the Cordant Offer if:
. at the expiration date of the Cordant Offer there is not validly
tendered that number of shares of Cordant Common Stock that represents
at least a majority of the then outstanding shares on a fully diluted
basis;
. the applicable European antitrust regulatory approval has not been
obtained (all other applicable U.S. and Canadian antitrust waiting
periods have expired);
. a governmental entity enters any judgment, order, injunction or decree
or enacts or enforces any legislation which has certain adverse effects
to Alcoa or the Cordant Offer or Alcoa's ownership of Cordant's business
or the Cordant Common Stock following the Cordant Offer;
. there is a material adverse change in the business, results of
operations, assets or financial condition of Cordant and its
subsidiaries, taken as a whole;
. there are certain adverse effects on trading on the NYSE or on the
banking industry in general or the commencement of a war, material armed
hostilities or any other material international or national calamity
involving the United States;
. (i) any individual or entity acquires or enters into an agreement to
acquire beneficial ownership of 50% or more of the then outstanding
shares of Cordant Common Stock, or (ii) the Board of Directors of
Cordant (A) withdraws, modifies or changes the Board's recommendation by
such Board of the Cordant Offer, the Cordant Merger Agreement or the
transactions contemplated thereby, (B) approves or recommends, or
proposes publicly to approve or recommend an alternate business
combination transaction involving Cordant or (C) causes Cordant to enter
into any agreement relating to an alternate business combination
transaction involving Cordant;
. the representations or warranties of Cordant set forth in the Cordant
Merger Agreement are not true and correct in all material respects;
. Cordant fails to perform in any material respect any of its material
obligations under the Cordant Merger Agreement;
. the Cordant Merger Agreement is terminated in accordance with its terms;
or
. the Cordant Offer is terminated by mutual consent.
16. Certain Legal Matters; Regulatory Approvals.
General. The Purchaser is not aware of any pending legal proceeding relating
to the Offer. Except as described in this Section 16, based on its examination
of publicly available information filed by the Company with the SEC and other
publicly available information concerning the Company, the Purchaser is not
aware of any governmental license or regulatory permit that appears to be
material to the Company's business that might be adversely affected by the
Purchaser's acquisition of Shares as contemplated herein or of any approval or
other action by any governmental, administrative or regulatory authority or
agency, domestic or foreign, that would be
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required for the acquisition or ownership of Shares by the Purchaser or Alcoa
as contemplated herein. Should any such approval or other action be required,
the Purchaser currently contemplates that, except as described below under
"State Takeover Statutes," such approval or other action will be sought. While
the Purchaser does not currently intend to delay acceptance for payment of
Shares tendered pursuant to the Offer pending the outcome of any such matter,
there can be no assurance that any such approval or other action, if needed,
would be obtained or would be obtained without substantial conditions or that
if such approvals were not obtained or such other actions were not taken,
adverse consequences might not result to the Company's business, or certain
parts of the Company's business might not have to be disposed of, any of which
could cause the Purchaser to elect to terminate the Offer without the purchase
of Shares thereunder under certain conditions. See Section 15.
State Takeover Statutes. A number of states have adopted laws that purport,
to varying degrees, to apply to attempts to acquire corporations that are
incorporated in, or that have substantial assets, stockholders, principal
executive offices or principal places of business or whose business operations
otherwise have substantial economic effects in, such states. The Company,
directly or through subsidiaries, conducts business in a number of states
throughout the United States, some of which have enacted such laws.
In Edgar v. MITE Corp., the Supreme Court of the United States invalidated
on constitutional grounds the Illinois Business Takeover Statute which, as a
matter of state securities law, made takeovers of corporations meeting certain
requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp.
of America, the Supreme Court held that the State of Indiana could, as a
matter of corporate law, constitutionally disqualify a potential acquirer from
voting shares of a target corporation without the prior approval of the
remaining stockholders where, among other things, the corporation is
incorporated in, and has a substantial number of stockholders in, the state.
Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District
Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional
insofar as they apply to corporations incorporated outside Oklahoma in that
they would subject such corporations to inconsistent regulations. Similarly,
in Tyson Foods, Inc. v. McReynolds, a Federal District Court in Tennessee
ruled that four Tennessee takeover statutes were unconstitutional as applied
to corporations incorporated outside Tennessee. This decision was affirmed by
the United States Court of Appeals for the Sixth Circuit.
The Company is incorporated under the laws of the State of Delaware. In
general, Section 203 of the DGCL ("Section 203") prevents an "interested
stockholder" (including a person who has the right to acquire 15% or more of
the corporation's outstanding voting stock) from engaging in a "business
combination" (defined to include mergers and certain other actions) with a
Delaware corporation for a period of three years following the date such
person became an interested stockholder. The Board of Directors of the Company
approved for purposes of Section 203 Alcoa and Omega Acquisition's becoming
"interested stockholders" by virtue of Alcoa's executing the letter agreement,
dated March 13, 2000, with the Company and their entering into the Cordant
Merger Agreement.
If any government official or third party should seek to apply any state
takeover law to the Offer or the Howmet Merger or other business combination
between the Purchaser or any of its affiliates and the Company, the Purchaser
will take such action as then appears desirable, which action may include
challenging the applicability or validity of such statute in appropriate court
proceedings. In the event it is asserted that one or more state takeover
statutes is applicable to the Offer or the Howmet Merger and an appropriate
court does not determine that it is inapplicable or invalid as applied to the
Offer or the Howmet Merger, the Purchaser might be required to file certain
information with, or to receive approvals from, the relevant state authorities
or holders of Shares, and the Purchaser might be unable to accept for payment
or pay for Shares tendered pursuant to the Offer, or be delayed in continuing
or consummating the Offer or the Howmet Merger. In such case, the Purchaser
may not be obligated to accept for payment or pay for any tendered Shares. See
Section 15.
Antitrust Compliance. Under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the rules that have been promulgated thereunder (the
"HSR Act") by the Federal Trade Commission (the "FTC"), certain acquisition
transactions may not be consummated unless certain information has been
furnished
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to the Antitrust Division of the Department of Justice (the "Antitrust
Division") and the FTC and certain waiting period requirements have been
satisfied. Because the Offer is conditioned on, among other things, the
Cordant Offer Condition, and because the Cordant Offer is conditioned upon,
among other things, any applicable waiting period under the HSR Act having
expired or been terminated, the notification of and approval by the European
Commission under the EU Council Regulation 4064/89, as amended (the "EU
Regulation"), having been received and the applicable waiting period under the
Canadian Competition Act (the "Competition Act") having expired, in each case
to the extent applicable to the purchase of shares in the Cordant Offer, the
purchase of Shares pursuant to the Offer is not subject to such requirements.
The waiting period under the HSR Act applicable to the purchase of shares of
Cordant Common Stock pursuant to the Cordant Offer expired on April 5, 2000.
In accordance with the EU Regulation, Alcoa and Cordant filed notification
in the prescribed form with the European Commission on April 11, 2000. Such
filing triggered a one-month review period in which the European Commission is
required to determine whether the proposed merger of Alcoa and Cordant is
compatible with the European common market or that there is sufficiently
"serious doubt" about the proposed merger's compatibility with the European
common market to require a more complete review of the proposed merger. The
one-month review period can be extended to six weeks if the parties offer
undertakings to address certain concerns the European Commission may have. If
after the initial one-month or six week review period, the European Commission
continues to have serious doubts regarding the compatibility of the merger
with the European common market, the total review period can be as long as
five months from the date of complete notification. During the review process
conditions can be imposed and obligations by the parties may become necessary.
Pursuant to the requirements of the Canadian Competition Act, Alcoa and
Cordant filed a short-form notification with the Commissioner of Competition
appointed under the Canadian Competition Act (the "Commissioner") on April 3,
2000. The waiting period for the short-form notification expired on April 17,
2000. As a result of the expiration of this statutory waiting period, the
parties are permitted under the Canadian Competition Act to consummate the
transactions contemplated by the Cordant Merger Agreement, however, there is a
three-year period from consummation during which the Commissioner may review
the transaction. On April 13, 2000, Alcoa and Cordant applied for an advance
ruling certificate. If, following a substantive review of the transaction
between Alcoa and Cordant, the Commissioner is satisfied that there would not
be sufficient grounds on which to apply to the Competition Tribunal for an
order under the merger provisions, and therefore issues an advance ruling
certificate, such certificate would provide assurance to the parties that the
Commissioner will not challenge the transaction.
The Antitrust Division and the FTC scrutinize the legality under the
antitrust laws of transactions such as the acquisition of Shares by the
Purchaser pursuant to the Offer. At any time before or after the consummation
of any such transactions, the Antitrust Division or the FTC could take such
action under the antitrust laws of the United States as it deems necessary or
desirable in the public interest, including seeking to enjoin the purchase of
Shares pursuant to the Offer or seeking divestiture of the Shares so acquired
or divestiture of substantial assets of Alcoa or the Company. Private parties
(including individual States) may also bring legal actions under the antitrust
laws of the United States. The Purchaser does not believe that the
consummation of the Offer will result in a violation of any applicable
antitrust laws. However, there can be no assurance that a challenge to the
Offer on antitrust grounds will not be made, or if such a challenge is made,
what the result will be. See Section 15, including conditions with respect to
litigation and certain governmental actions.
17. Dissenters' Rights.
If the Howmet Merger is consummated, stockholders of the Company have the
right to dissent and demand appraisal of their Shares under the DGCL. See
Section 12. Under the DGCL, dissenting stockholders who comply with the
applicable statutory procedures will be entitled to receive a judicial
determination of the fair value of their Shares (exclusive of any element of
value arising from the accomplishment or expectation of the
27
<PAGE>
Howmet Merger) and to receive payment of such fair value in cash, together
with a fair rate of interest, if any. Any such judicial determination of the
fair value of the Shares could be based upon considerations other than or in
addition to the Offer Price, the consideration per Share to be paid in the
Howmet Merger and the market value of the Shares, including asset values and
the investment value of the Shares. Stockholders should recognize that the
value so determined could be higher or lower than the price per Share paid
pursuant to the Offer and the Howmet Merger.
18. Fees and Expenses.
Salomon Smith Barney is acting as the Dealer Manager in connection with the
Offer and Alcoa's proposed acquisition of the Company. Salomon Smith Barney
will receive reasonable and customary compensation for its services relating
to the Offer and will be reimbursed for certain out-of-pocket expenses. Alcoa
and the Purchaser will indemnify Salomon Smith Barney and certain related
persons against certain liabilities and expenses in connection with its
engagement, including certain liabilities under the federal securities laws.
Alcoa and the Purchaser have retained Morrow & Co., Inc. to be the
Information Agent and ChaseMellon Shareholder Services, L.L.C. to be the
Depositary in connection with the Offer. The Information Agent may contact
holders of Shares by mail, telephone, telecopy, telegraph and personal
interview and may request banks, brokers, dealers and other nominees to
forward materials relating to the Offer to beneficial owners of Shares.
The Information Agent and the Depositary each will receive reasonable and
customary compensation for their respective services in connection with the
Offer, will be reimbursed for reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities under federal securities laws.
Neither of Alcoa nor the Purchaser will pay any fees or commissions to any
broker or dealer or to any other person (other than to the Dealer Manager, the
Depositary and the Information Agent) in connection with the solicitation of
tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks
and trust companies will, upon request, be reimbursed by the Purchaser for
customary mailing and handling expenses incurred by them in forwarding
offering materials to their customers.
19. Miscellaneous.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. However, the Purchaser may, in its discretion, take such
action as it may deem necessary to make the Offer in any such jurisdiction and
extend the Offer to holders of Shares in such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF ALCOA OR THE PURCHASER NOT CONTAINED HEREIN OR IN
THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
The Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO
pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange
Act, together with exhibits furnishing certain additional information with
respect to the Offer, and may file amendments thereto. A copy of such
documents, and any amendments thereto, may be examined at, and copies may be
obtained from, the SEC (but not the regional offices of the SEC) in the manner
set forth under Section 7 above.
HMI Acquisition Corp.
April 18, 2000
28
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ALCOA AND THE PURCHASER
1. Directors and Executive Officers of Alcoa.
The following table sets forth the name, present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years of each director and executive officer of Alcoa. Unless
otherwise indicated, the current business address of each person is 201
Isabella Street, Pittsburgh, Pennsylvania 15212. Unless otherwise indicated,
each such person is a citizen of the United States of America and each
occupation set forth opposite an individual's name refers to employment with
Alcoa.
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment; Material Positions
Name, Age and Business Address Held During the Past Five Years
------------------------------ -------------------------------
<C> <S>
Kenneth W. Dam, 67................. Max Pam Professor of American and Foreign
Law, University of
University of Chicago Law School Chicago Law School since 1992; Director of
5801 South Ellis Avenue Council on Foreign Relations and the
Chicago, IL 60637-1496 Brookings Institution.
Chairman and Chief Executive Officer, TRW
Joseph T. Gorman, 62............... Inc. since 1988; Director
TRW Inc. of The Procter & Gamble Company and TRW.
1900 Richmond Road
Cleveland, OH 44124-3760
President, Manpower Demonstration Research
Judith M. Gueron, 58............... Corporation since 1986.
Manpower Demonstration
Research Corporation
16 East 34th Street
New York, NY 10016-4328
Sir Ronald Hampel, 67.............. Chairman of United News & Media plc since
April 1999; Chairman,
United News & Media plc Imperial Chemical Industries PLC (ICI),
32 Union Square East, 5th Floor from 1995 to 1999; Deputy Chairman and
New York, NY 10003-3209 Chief Executive of ICI from 1993 to 1995;
Chairman of the UK Committee on Corporate
Governance; Director of ICI from 1985 to
1999; Director of BAE Systems PLC and the
All England Lawn Tennis Club (Wimbledon)
Limited. Sir Hampel is a citizen of the
United Kingdom.
Managing Director since 1986 and Chief
Hugh M. Morgan, 59................. Executive Officer since 1990
of WMC Limited; Director of Reserve Bank
of Australia and a number of industry,
WMC Limited business, trade and international
IBM Centre 60 City Road associations and advisory groups. Mr.
Southbank Victoria 3006, Australia Morgan is a citizen of Australia.
(Former) President and Chief Operating
John P. Mulroney, 64............... Officer, Rohm and Haas
510 Walnut Street Company from 1986 to 1998; Director of
Suite 1500 Rohm and Haas from 1982 to 1998; Director
Philadelphia, PA 19106 of Teradyne, Inc.
Paul H. O'Neill, 64................ Chairman of the Board since 1987; Chief
Executive Officer from 1987 to May 1999;
Director of Eastman Kodak Company, Gerald
R. Ford Foundation, Lucent Technologies
Inc., Manpower Demonstration Research
Corporation, National Association of
Securities Dealers, Inc. and The RAND
Corporation.
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment; Material Positions
Name, Age and Business Address Held During the Past Five Years
------------------------------ -------------------------------
<C> <S>
Henry B. Schacht, 65............. Managing Director, E. M. Warburg, Pincus &
Co., since January 2000;
E.M. Warburg, Pincus & Co., LLC Senior Advisor to E. M. Warburg, Pincus
466 Lexington Avenue, 10th Floor since 1999; Senior Advisor to Lucent
New York, NY 10017-3140 Technologies Inc. from February 1998 to
February 1999; Chairman of Lucent
Technologies from 1996 to 1998; Chief
Executive Officer of Lucent Technologies
from February 1996 to October 1997; Chairman
of Cummins Engine Company, Inc. from 1977 to
1995 and its Chief Executive Officer from
1973 to 1994; Director of Cummins Engine
Company, Inc., The Chase Manhattan Bank, The
Chase Manhattan Corporation, Johnson &
Johnson, Knoll, Inc., Lucent Technologies
Inc. and The New York Times Company.
Consultant, TFF Study Group; President of
Franklin A. Thomas, 65........... the Ford Foundation from
TFF Study Group 1979 to 1996; Director of Citigroup Inc.,
595 Madison Avenue Conoco Inc., Cummins Engine Company, Inc.,
33rd Floor Lucent Technologies Inc. and PepsiCo, Inc.
New York, NY 10022
Marina v.N. Whitman, 64.......... Professor of Business Administration and
Public Policy, School of
University of Michigan Business Administration and the School of
Ann Arbor, MI 48109-1318 Public Policy at the University of Michigan
since 1992; Director of The Chase Manhattan
Corporation, The Procter & Gamble Company
and Unocal Corporation.
Alain J. P. Belda, 56............ President and Chief Executive Officer since
May 1999; President and Chief Operating
Officer from 1997 to May 1999; Vice Chairman
from 1995 to 1997; Executive Vice President
from 1994 to 1995; Director of Citigroup
Inc., Cooper Industries, Inc., E. I. du Pont
de Nemours and Company and The Ford
Foundation. Mr. Belda is a citizen of
Brazil.
Michael Coleman, 49.............. Vice President and President--Alcoa Rigid
Packaging Division. Mr. Coleman joined Alcoa
in January 1998. He had been Vice
President-- Operations of North Star Steel
from 1993 to 1994, Executive Vice
President--Operations from 1994 to 1996 and
President from 1996 through 1997. Mr.
Coleman joined North Star Steel in 1982.
L. Patrick Hassey, 54............ Vice President and President--Alcoa Europe.
Mr. Hassey joined Alcoa in 1967 and was
named Davenport Works Manager in 1985. In
1991, he was elected a Vice President of
Alcoa and appointed President--
Aerospace/Commercial Rolled Products
Division. He was appointed President--Alcoa
Europe in November 1997.
Barbara S. Jeremiah, 48.......... Vice President--Corporate Development. Ms.
Jeremiah joined Alcoa in 1977 as an attorney
and was elected Assistant General Counsel in
1992 and Corporate Secretary in 1993. She
was elected to her current position in 1998,
where she heads Alcoa corporate development
activities.
Richard B. Kelson, 53............ Executive Vice President and Chief Financial
Officer. Mr. Kelson was elected Assistant
General Counsel in 1989, Senior Vice
President--Environment, Health and Safety in
1991 and Executive Vice President and
General Counsel in May 1994. He was named to
his current position in May 1997.
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation or
Name, Age and Business Employment; Material Positions
Address Held During the Past Five Years
---------------------- -------------------------------
<C> <S>
Frank L. Lederman, 50.... Vice President and Chief Technical Officer. Mr.
Lederman was Senior Vice President and Chief
Technical Officer of Noranda, Inc., a Canadian-
based, diversified natural resource company, from
1988 to 1995. He joined Alcoa as a Vice President in
May 1995 and became Chief Technical Officer in
December 1995. In his current position Mr. Lederman
directs operations of the Alcoa Technical Center.
Joseph C. Muscari, 53.... Vice President--Environment, Health and Safety,
Audit and Compliance. Mr. Muscari joined Alcoa in
1969 and was named President--Alcoa Asia in 1993. In
1997, he was elected Vice President--Audit. He was
named to his current position in May 1999 and is
responsible for EHS policy, standards and strategy
and the Alcoa integrated audit process. In addition,
Mr. Muscari is the chief compliance officer for the
company.
G. John Pizzey, 54....... Vice President and President--Alcoa World Alumina
and Chemicals. Mr. Pizzey joined Alcoa of Australia
Limited in 1970 and was appointed to the board of
Alcoa of Australia as Executive Director--Victoria
Operations and Managing Director of Portland Smelter
Services in 1986. He was named President--Bauxite
and Alumina Division of Alcoa in 1994 and
President--Primary Metals Division of Alcoa in 1995.
Mr. Pizzey was elected a Vice President of Alcoa in
1996 and was appointed President--Alcoa World
Alumina in November 1997. Mr. Pizzey is a citizen of
Australia.
Lawrence R. Purtell, 52.. Executive Vice President and General Counsel since
1997; from 1996 to 1997, Senior Vice President,
General Counsel and Corporate Secretary of Koch
Industries, Inc.; from 1993 to 1996, Senior Vice
President, General Counsel and Corporate Secretary
of McDermott International, Inc.; and from 1992 to
1993, Vice President and General Counsel of Carrier
Corporation, a unit of United Technologies
Corporation.
Robert F. Slagle, 59..... Executive Vice President, Human Resources and
Communications. Mr. Slagle was elected Treasurer in
1982 and Vice President in 1984. In 1986, he was
named Vice President--Industrial Chemicals and, in
1987, Vice President--Industrial Chemicals and U.S.
Alumina Operations. Mr. Slagle served as Vice
President--Raw Materials, Alumina and Industrial
Chemicals in 1989, and Vice President of Alcoa and
Managing Director--Alcoa of Australia Limited in
1991. He was named President--Alcoa World Alumina in
1996 and was elected to his current position in
November 1997.
G. Keith Turnbull, 64.... Executive Vice President--Alcoa Business System. Dr.
Turnbull was appointed Assistant Director of Alcoa
Laboratories in 1980. He was named Director--
Technology Planning in 1982, Vice President--
Technology Planning in 1986 and Executive Vice
President--Strategic Analysis/Planning and
Information in 1991. In January 1997 he was named to
his current position, with responsibility for
company-wide implementation of the Alcoa Business
System.
</TABLE>
I-3
<PAGE>
2.Directors and Executive Officers of the Purchaser.
The following table sets forth the name, present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years of each director and executive officer of the Purchaser.
Unless otherwise indicated, the current business address of each person is 201
Isabella Street, Pittsburgh, Pennsylvania 15212. Unless otherwise indicated,
each such person is a citizen of the United States of America and each
occupation set forth opposite an individual's name refers to employment with
Alcoa.
<TABLE>
<CAPTION>
Present Principal Occupation
or
Employment; Material Positions
Held During the Past Five
Name, Age and Business Address Years
------------------------------ ------------------------------
<S> <C>
Barbara S. Jeremiah, 48.................... See Part 1 of this Schedule I.
Richard B. Kelson, 53...................... See Part 1 of this Schedule I.
Lawrence R. Purtell, 52.................... See Part 1 of this Schedule I.
</TABLE>
I-4
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. The Letter of Transmittal,
certificates for Shares and any other required documents should be sent or
delivered by each stockholder of the Company or such stockholder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
one of the addresses set forth below:
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
ChaseMellon Shareholder ChaseMellon Shareholder
ChaseMellon Shareholder Services, L.L.C. Services, L.L.C.
Services, L.L.C. Mail Drop and 120 Broadway, 13th Floor
P.O. Box 3301 Reorganization Department New York, NY 10271
South Hackensack, NJ 07606 85 Challenger Road Attn: Reorganization
Ridgefield Park, NJ 07660 Department
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(201) 296-4293
CONFIRM FACSIMILE BY TELEPHONE:
(201) 296-4860
(For Confirmation Only)
Questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager, at the addresses and telephone numbers set forth
below. Additional copies of this Offer to Purchase, the Letter of Transmittal,
the Notice of Guaranteed Delivery and related materials may be obtained from
the Information Agent or the Dealer Manager as set forth below and will be
furnished promptly at the Purchaser's expense. Stockholders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 662-5200
Stockholders Please Call: (800) 566-9061
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, NY 10013
Call Toll Free: (877) 446-1850
<PAGE>
Letter of Transmittal
to Tender Shares of Common Stock
of
Howmet International Inc.
Pursuant to the Offer to Purchase dated April 17, 2000
by
HMI Acquisition Corp.
a wholly owned subsidiary of
Alcoa Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
L.L.C. Mail Drop and Reorganization Department 120 Broadway, 13th Floor
P.O. Box 3301 85 Challenger Road New York, NY 10271
South Hackensack, NJ 07606 Ridgefield Park, NJ 07660 Attn: Reorganization Department
</TABLE>
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(201) 296-4293
CONFIRM FACSIMILE BY TELEPHONE:
(201) 296-4860
(For Confirmation Only)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED
THEREFOR BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and
Address(es)
of
Registered
Holder(s)
(Please Shares Certificate(s) and Share(s) Tendered
Fill in, if (Please attach additional signed list, if
blank) necessary)
- ----------------------------------------------------------
Shares Total Number of Number
Certificate Shares Represented of Shares
Number(s)(1) by Certificate(s)(1) Tendered(2)
------------------
<S> <C> <C> <C>
------------------
------------------
------------------
------------------
------------------
Total Shares Tendered
- ----------------------------------------------------------
</TABLE>
(1) Need not be completed by stockholders who deliver Shares by book-entry
transfer ("Book-Entry Stockholders").
(2) Unless otherwise indicated, all Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.
[_]CHECK HERE IF CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE INSTRUCTION
11.
The names and addresses of the registered holders of the tendered Shares
should be printed, if not already printed above, exactly as they appear on the
Share Certificates tendered hereby.
<PAGE>
This Letter of Transmittal is to be used by stockholders of Howmet
International Inc. (the "Company") if certificates for Shares (as defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined
in Section 3 of the Offer to Purchase) is utilized, if delivery of Shares is
to be made by book-entry transfer to an account maintained by the Depositary
at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to
Purchase and pursuant to the procedures set forth in Section 3 thereof).
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot complete the
procedure for book-entry transfer on a timely basis, or who cannot deliver all
other required documents to the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase), must tender their Shares according to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
TENDER OF SHARES
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-
ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _________________________________________
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
- -------------------------------------------------------------------------------
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s): _______________________________________
Window Ticket Number (if any): _________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________
Name of Eligible Institution that Guaranteed Delivery: _________________
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF
TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to HMI Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Alcoa Inc., a
Pennsylvania corporation ("Alcoa"), the shares of common stock, par value
$0.01 per share (the "Shares"), of Howmet International Inc., a Delaware
corporation (the "Company"), pursuant to the Purchaser's offer to purchase all
shares of common stock of the Company at a purchase price of $20.00 per Share,
net to the seller in cash (the "Offer Price"), without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated April 18, 2000 and in this Letter of Transmittal (which together with
any amendments or supplements thereto, collectively constitute the "Offer").
Receipt of the Offer is hereby acknowledged.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
effective upon acceptance for payment of the Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to; or upon the order of; the Purchaser all right, title and
interest in and to all of the Shares that are being tendered hereby (and any
and all dividends, distributions, rights, other Shares or other securities
issued or issuable in respect thereof on or after April 18, 2000
(collectively, "Distributions")) and irrevocably constitutes and appoints
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Shares (and all Distributions), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates for such Shares (and any and all Distributions) or
transfer ownership of such Shares (and any and all Distributions) on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Purchaser, (ii) present such Shares (and any and all
Distributions) for transfer on the books of the Company, and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any and all Distributions), all in accordance with the terms of
the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Richard B. Kelson and Lawrence R. Purtell in their respective
capacities as officers or directors of the Purchaser, and any individual who
shall thereafter succeed to any such office of the Purchaser, and each of
them, and any other designees of the Purchaser, the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to vote at
any annual or special meeting of the Company's stockholders or any adjournment
or postponement thereof or otherwise in such manner as each such attorney-in-
fact and proxy or his or her substitute shall in his or her sole discretion
deem proper with respect to, to execute any written consent concerning any
matter as each such attorney-in-fact and proxy or his or her substitute shall
in his or her sole discretion deem proper with respect to, and to otherwise
act as each such attorney-in-fact and proxy or his or her substitute shall in
his or her sole discretion deem proper with respect to, all of the Shares (and
any and all Distributions) tendered hereby and accepted for payment by the
Purchaser. This appointment will be effective if and when, and only to the
extent that, the Purchaser accepts such Shares for payment pursuant to the
Offer. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares in accordance with
the terms of the Offer. Such acceptance for payment shall, without further
action, revoke any prior powers of attorney and proxies granted by the
undersigned at any time with respect to such Shares (and any and all
Distributions), and no subsequent powers of attorney, proxies, consents or
revocations may be given by the undersigned with respect thereto (and, if
given, will not be deemed effective). The Purchaser reserves the right to
require that, in order for the Shares or other securities to be deemed validly
tendered, immediately upon the Purchaser's acceptance for payment of such
Shares, the Purchaser must be able to exercise full voting, consent and other
rights with respect to such Shares (and any and all Distributions), including
voting at any meeting of the Company's stockholders.
3
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions and that, when the same are accepted for payment
by the Purchaser, the Purchaser will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete the sale, assignment and transfer of the Shares
tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of the Purchaser
all Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and
transfer or appropriate assurance thereof, the Purchaser shall be entitled to
all rights and privileges as owner of each such Distribution and may withhold
the entire purchase price of the Shares tendered hereby or deduct from such
purchase price, the amount or value of such Distribution as determined by the
Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that the valid tender of the Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
in the Instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer (and if the Offer is extended or amended, the terms or conditions of
any such extension or amendment). Without limiting the foregoing, if the price
to be paid in the Offer is amended in accordance with the Offer to Purchase,
the price to be paid to the undersigned will be the amended price
notwithstanding the fact that a different price is stated in this Letter of
Transmittal. The undersigned recognizes that under certain circumstances set
forth in the Offer to Purchase, the Purchaser may not be required to accept
for payment any of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all of the Shares purchased and/or
return any certificates for the Shares not tendered or accepted for payment in
the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all of
the Shares purchased and/or return any certificates for the Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instructions" are both
completed, please issue the check for the purchase price of all Shares
purchased and/or return any certificates evidencing Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) in the
name(s) of, and deliver such check and/or return any such certificates (and
any accompanying documents, as appropriate) to, the person(s) so indicated.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please credit any Shares tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
the Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if the Purchaser does not accept for payment any of the Shares so
tendered.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares accepted for payment Shares accepted for payment
and/or certificates representing and/or certificates representing
Shares not tendered or accepted Shares not tendered or accepted
for payment are to be issued in for payment are to be sent to
the name of someone other than someone other than the
the undersigned. undersigned or to the undersigned
at an address other than that
Issue:[_] Check shown under "Description of
[_] Certificate(s) to Shares Tendered."
Name _____________________________ Mail:[_] Check
(Please Print) [_] Certificate(s) to
Address __________________________ Name _____________________________
(Please Print)
__________________________________
(Include Zip Code) Address __________________________
__________________________________ __________________________________
(Taxpayer Identification or
Social Security Number)
(Include Zip Code)
(Also complete Substitute Form W-
9 below)
5
<PAGE>
IMPORTANT
SHAREHOLDER: SIGN HERE
(Please Complete Substitute Form W-9 Included Herein)
_______________________________________________________
_______________________________________________________
(Signature(s) of Owner(s))
Name(s)________________________________________________
________________________________________________
Capacity (Full Title) _________________________________
(See Instructions)
Address________________________________________________
________________________________________________
________________________________________________
________________________________________________
(Include Zip Code)
Area Code and Telephone Number ________________________
Taxpayer Identification or
Social Security Number ________________________________
(See Substitute Form W-9)
Dated: __________ , 2000
(Must be signed by the registered holder(s) exactly as
name(s) appear(s) on stock certificate(s) or on a
security position listing or by the person(s)
authorized to become registered holder(s) by
certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or
representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(If required--See Instructions 1 and 5)
Authorized Signatures(s) ______________________________
Name __________________________________________________
Name of Firm __________________________________________
Address _______________________________________________
(Include Zip Code)
Area Code and Telephone Number ________________________
Dated: __________ , 2000
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in the Book-Entry Transfer Facility's systems whose name appears
on a security position listing as the owner of the Shares) of Shares tendered
herewith, unless such registered holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in
the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
or by any other "eligible guarantor institution," as such term is defined in
Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all
other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed by
stockholders if certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the
Offer to Purchase. Share Certificates evidencing tendered Shares, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of Shares
into the Depositary's account at the Book-Entry Transfer Facility, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and
duly executed, with any required signature guarantees, or an Agent's Message
in connection with a book-entry transfer, and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date (as defined in Section
1 of the Offer to Purchase). Stockholders whose Share Certificates are not
immediately available, or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis or who cannot deliver all other required
documents to the Depositary prior to the Expiration Date, may tender their
Shares by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in Section 3
of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be
made by or through an Eligible Institution; (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form made
available by the Purchaser, must be received by the Depositary prior to the
Expiration Date; and (iii) the Share Certificates (or a Book-Entry
Confirmation) evidencing all tendered Shares, in proper form for transfer, in
each case together with the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees
(or, in the case of a book-entry delivery, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange trading days after the date of
execution of such Notice of the Guaranteed Delivery. If Share Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery.
The method of delivery of this Letter of Transmittal, Share Certificates and
all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and the risk of the tendering stockholder
and the delivery will be deemed made only when actually received by the
Depositary (including, in the case of book-entry transfer, by book-entry
confirmation). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution
of this Letter of Transmittal (or a facsimile hereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
7
<PAGE>
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If fewer than all of the Shares evidenced by any Share Certificate
are to be tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shared Tendered." In this case, new Share
Certificates for the Shares that were evidenced by your old Share
Certificates, but were not tendered by you, will be sent to you, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
soon as practicable after the Expiration Date. All Shares represented by Share
Certificates delivered to the Depositary will be deemed to have been tendered
unless indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations.
If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of the authority of such person so to act must
be submitted. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsements of
certificates or separate stock powers are required unless payment is to be
made or certificates for Shares not tendered or not accepted for payment are
to be issued in the name of a person other than the registered holder(s).
Signatures on any such Share Certificates or stock powers must be guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed and transmitted hereby, the
certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificate(s). Signature(s) on any such Share Certificates
or stock powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
the Purchaser will pay all stock transfer taxes with respect to the transfer
and sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if certificate(s) for
Shares not tendered or not accepted for payment are to be registered in the
name of, any person other than the registered holder(s), or if tendered
certificate(s) are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such other person)
payable on account of the transfer to such other person will be deducted from
the purchase price of such Shares purchased unless evidence satisfactory to
the Purchaser of the payment of such taxes, or exemption therefrom, is
submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) evidencing the Shares
tendered hereby.
7. Special Payment and Delivery Instructions. If a check is to be issued in
the name of, and/or certificates for Shares not tendered or not accepted for
payment are to be issued or returned to, a person other than the signer of
this Letter of Transmittal or if a check and/or such certificates are to be
returned to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown in this Letter of
Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed.
8. Substitute Form W-9. A tendering stockholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9, which is provided under "Important Tax Information" below, and to
certify, under penalties of perjury, that such number is correct and that such
stockholder is not subject to backup withholding of Federal income tax. If a
tendering stockholder is subject to backup withholding, the stockholder must
cross out Item (y) of Part 3 of the Certification Box of the Substitute
8
<PAGE>
Form W-9. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to Federal income tax withholding of 31% of
any payments made to the stockholder, but such withholdings may be refunded to
the tendering stockholder.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should submit an appropriate and properly
completed IRS Form W-8, a copy of which may be obtained from the Depositary,
in order to avoid backup withholding. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
9. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, IRS Form W-8 and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be directed to the Information Agent or Dealer Manager at the
addresses and phone numbers set forth below, or from brokers, dealers,
commercial banks or trust companies.
10. Waiver of Conditions. The Purchaser reserves the right, in its sole
discretion, to waive, at any time or from time to time, any of the specified
conditions of the Offer, in whole or in part, in the case of any Shares
tendered.
11. Lost, Destroyed or Stolen Certificates. If any certificate representing
Shares has been lost, destroyed or stolen, the stockholder should promptly
notify First Chicago Trust Company of New York, in its capacity as transfer
agent for the shares (toll-free telephone number: (800) 446-2617). The
stockholder will then be instructed as to the steps that must be taken in
order to replace the certificate. This Letter of Transmittal and related
documents cannot be processed until the procedures for replacing lost or
destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS,
MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY
WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
9
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct TIN on the Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's Social Security
Number. If a tendering stockholder is subject to backup withholding, such
stockholder must cross out Item (y) of Part 3 on the Substitute Form W-9. If
the Depositary is not provided with the correct TIN, the stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such stockholder may be subject to backup
withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit an appropriate and properly completed
IRS Form W-8, attesting to that individual's exempt status. Such a Form W-8
may be obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" in Part 2 of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to withholding will be
reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares and Rights purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of such stockholder's correct
TIN by completing the form below certifying that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN).
What Number to Give the Depositary
The stockholder is required to give the Depositary the Social Security
Number of the record holder of the Shares. If the Shares are in more than one
name, or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidelines on which number to report. If the tendering
stockholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, the stockholder should check the box
in Part 1(b), sign and date the Substitute Form W-9. If the box in Part 1(b)
is checked, the Depositary will withhold 31% of payments made for the
stockholder, but such withholdings may be refunded if the tendering
stockholder provides a TIN within 60 days.
10
<PAGE>
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Name _________________________________________________
SUBSTITUTE
Form W-9 Address ______________________________________________
Department of
the Treasury ______________________________________________________
Internal (Number and Street)
Revenue Service
______________________________________________________
Payer's Request for (Zip Code) (City) (State)
Taxpayer --------------------------------------------------------
Part 1(a)--PLEASE PROVIDE TIN __________________
Identification YOUR TIN IN THE BOX AT
Number (TIN) RIGHT AND CERTIFY BY ----------------------
SIGNING AND DATING BELOW. (Social Security Number or
Employer identification Number)
--------------------------------------------------------
Part 1(b)--PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE
APPLIED FOR, AND ARE AWAITING RECEIPT OF, YOUR TIN [_]
--------------------------------------------------------
Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
PLEASE WRITE "EXEMPT" HERE (SEE INSTRUCTIONS)
--------------------------------------------------------
Part 3--CERTIFICATION UNDER PENALTIES OF PERJURY, I
CERTIFY THAT (X) The number shown on this form is my
correct TIN (or I am waiting for a number to be
issued to me) and (Y) I am not subject to backup
withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a
failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject
to backup withholding.
Sign Here (right SIGNATURE ____________________________________________
arrow)
DATE _________________________________________________
Certification of Instructions--You must cross out Item (Y) of Part 3 above
if you have been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you are
no longer subject to backup withholding, do not cross out such Item (Y).
11
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
1(B) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE
AWAITING RECEIPT OF, YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office
or (2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number to
the Payor by the time of payment, 31 percent of all reportable payments
made to me pursuant to this Offer will be withheld.
----------------------------------- -----------------------------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE
COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY
OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE
FIRST PAGE.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent or the
Dealer Manager at their respective telephone numbers and locations listed
below, and will be furnished promptly at the Purchaser's expense. You may also
contact your broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Information Agent for the Offer is:
[MORROW & CO., INC. LOGO]
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 662-5200
Stockholders Please Call: (800) 566-9061
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, NY 10013
Call Toll Free: (877) 446-1850
<PAGE>
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
of
Howmet International Inc.
to
HMI Acquisition Corp.
a wholly owned subsidiary of
Alcoa Inc.
(Not to be used for signature guarantees)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
for Shares (as defined below) are not immediately available, if the procedure
for book-entry transfer cannot be completed on a timely basis, or if time will
not permit all required documents to reach ChaseMellon Shareholder Services,
L.L.C. (the "Depositary") on or prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase). This form may be delivered by hand,
transmitted by facsimile transmission or mailed (to the Depositary). See
Section 3 of the Offer to Purchase.
ChaseMellon Shareholder Services, L.L.C.
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
ChaseMellon Shareholder ChaseMellon Shareholder
ChaseMellon Shareholder Services, L.L.C. Services, L.L.C. 120
Services, L.L.C. P.O. Box Mail Drop and Broadway, 13th Floor New
3301 South Hackensack, NJ Reorganization York, NY 10271 Attn:
07606 Department Reorganization Department
85 Challenger Road
Ridgefield Park, NJ
07660
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only) (201) 296-4293
CONFIRM FACSIMILE BY TELEPHONE:
(201) 296-4860
(For Confirmation Only)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER
THAN THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY
TO THE DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO
PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEES MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER TO
TRANSMITTAL.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to HMI Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Alcoa Inc., a Pennsylvania
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated April 18, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of common stock, par value $0.01 per share
(the "Shares"), of Howmet International Inc., a Delaware corporation (the
"Company"), set forth below, pursuant to the guaranteed delivery procedures
set forth in the Offer to Purchase.
Number of Shares Tendered: ____________________________________________________
Certificate No(s). (if available):
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[_]Check if securities will be tendered by book-entry transfer
Name of Tendering Institution:
- -------------------------------------------------------------------------------
Account No.: __________________________________________________________________
Dated: _________________________________________________________________ , 2000
SIGN HERE
Name(s) of Record Holder(s)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(please print)
Address(es);
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Area Code and Telephone No(s):
- -------------------------------------------------------------------------------
(Zip Code)
- -------------------------------------------------------------------------------
Signature(s)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, (a) represents that the above named person(s)
"own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents
that such tender of Shares complies with Rule 14e-4 and (c) guarantees to
deliver to the Depositary either the certificates evidencing all tendered
Shares, in proper form for transfer, or to deliver Shares pursuant to the
procedure for book-entry transfer into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), in either case
together with the Letter of Transmittal (or a facsimile thereof) properly
completed and duly executed, with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in the case of a book-
entry delivery, and any other required documents, all within three New York
Stock Exchange trading days after the date hereof.
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
- -------------------------------------------------------------------------------
Zip Code
Area Code and Tel. No. ________________________________________________________
- -------------------------------------------------------------------------------
(Authorized Signature)
Title: ________________________________________________________________________
Name: _________________________________________________________________________
- -------------------------------------------------------------------------------
(Please type or print)
Date: __________________________________________________________________ , 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Howmet International Inc.
by
HMI Acquisition Corp.
a wholly owned subsidiary of
Alcoa Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED.
April 18, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by HMI Acquisition Corp. (the "Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Alcoa Inc., a
Pennsylvania corporation ("Alcoa") to act as Dealer Manager in connection with
the Purchaser's offer to purchase all shares of common stock, par value $0.01
per share (the "Shares"), of Howmet International Inc., a Delaware corporation
(the "Company"), at a purchase 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 the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer")
enclosed herewith.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, who cannot complete the
procedures for book-entry transfer on a timely basis, or who cannot deliver
all other required documents to ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") prior to the Expiration Date (as defined in the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase.
The Offer is conditioned upon, among other things, (i) there being tendered
and not withdrawn prior to the expiration of the Offer not less than a
majority of the then outstanding Shares, not including Shares held by Cordant
Technologies Inc. ("Cordant"), Cordant Technologies Holding Company or any of
their affiliates and (ii) Omega Acquisition Corp., a wholly owned subsidiary
of Alcoa, purchasing shares of Cordant common stock in its tender offer for
all outstanding shares of Cordant common stock filed with the Securities and
Exchange Commission on March 20, 2000. (the "Cordant Offer"). The Offer is
also subject to the satisfaction of certain other conditions. See Section 15
of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
1. Offer to Purchase dated April 18, 2000;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients (manually signed
facsimile copies of the Letter of Transmittal may be used to tender
Shares);
<PAGE>
3. Notice of Guaranteed Delivery to be used to accept the Offer if Share
Certificates are not immediately available or if such certificates and all
other required documents cannot be delivered to the Depositary, or if the
procedures for book-entry transfer cannot be completed on a timely basis;
4. A printed form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer; and
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
The purpose of the Offer is to facilitate Alcoa's acquisition of the entire
equity interest in the Company in conjunction with its acquisition of Cordant.
Alcoa intends, as soon as practicable following consummation of the Offer, to
propose and seek to have the Company consummate a merger with the Purchaser or
another direct or indirect wholly owned subsidiary of Alcoa (the "Howmet
Merger"). The purpose of the Howmet Merger is to acquire all Shares not
tendered and purchased pursuant to the Offer or otherwise. Pursuant to the
Howmet Merger, each then outstanding Share (other than Shares owned by the
Purchaser, Alcoa or any of their subsidiaries (including, following
consummation of the Cordant Offer, Cordant and its subsidiaries), Shares held
in the treasury of the Company and Shares owned by stockholders who perfect
their dissenters' rights under the Delaware General Corporation Law ("DGCL"))
would be converted into the right to receive an amount in cash equal to the
price per Share paid pursuant to the Offer.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares, and other required documents should be sent to
the Depositary and (ii) Share Certificates representing the tendered Shares
should be delivered to the Depositary, or such Shares should be tendered by
book-entry transfer into the Depositary's account maintained at the Book-Entry
Transfer Facility (as described in the Offer to Purchase), all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents prior to the
Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Depositary, the Information Agent and the
Dealer Manager as described in the Offer to Purchase) for soliciting tenders
of Shares pursuant to the Offer. The Purchaser will, however, upon request,
reimburse you for customary mailing and handling costs incurred by you in
forwarding the enclosed materials to your customers.
The Purchaser will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
Very truly yours,
SALOMON SMITH BARNEY INC.
<PAGE>
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF ALCOA, THE PURCHASER, THE COMPANY, THE
DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY
OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Howmet International Inc.
by
HMI Acquisition Corp.
a wholly owned subsidiary of
Alcoa Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated April 18,
2000 (the "Offer to Purchase") and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") in connection with the offer by HMI Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Alcoa
Inc., a Pennsylvania corporation ("Alcoa"), to purchase all shares of common
stock, par value $0.01 per share (the "Shares"), of Howmet International Inc.,
a Delaware corporation (the "Company"), at a purchase 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 and in the Letter
of Transmittal enclosed herewith.
We are the holder of record of Shares for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for
your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Your attention is invited to
the following:
1. The offer price is $20.00 per Share, net to you in cash, without
interest.
2. The Offer is being made for all Shares.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Monday, May 15, 2000 (the "Expiration Date"), unless the
Offer is extended.
4. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
The Offer is conditioned upon, among other things, (i) there being tendered
and not withdrawn prior to the expiration of the Offer not less than a
majority of the then outstanding Shares, not including the Shares held by
Cordant Technologies Inc. ("Cordant"), Cordant Technologies Holding Company or
any of their affiliates and (ii) Omega Acquisition Corp., a wholly owned
subsidiary of Alcoa, purchasing shares of Cordant common stock in its tender
offer for all outstanding shares of Cordant common stock filed with the
Securities and Exchange Commission on March 20, 2000. The Offer is also
subject to the satisfaction of certain other conditions. See Section 15 of the
Offer to Purchase.
<PAGE>
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser shall
make a good faith effort to comply with such state statute or seek to have
such statute declared inapplicable to the Offer. If, after such good faith
effort, the Purchaser cannot comply with such state statute, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) holders of
Shares in such state. In those jurisdictions where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of the Purchaser by Salomon Smith
Barney Inc. in its capacity as Dealer Manager for the Offer or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is also enclosed. If you authorize the tender of your Shares, all such
Shares will be tendered unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf prior to the Expiration Date.
<PAGE>
Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Howmet International Inc.
by
HMI Acquisition Corp.
a wholly owned subsidiary of
Alcoa Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated April 18, 2000 and the related Letter of Transmittal of HMI
Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned
subsidiary of Alcoa Inc., a Pennsylvania corporation, all outstanding shares
of common stock, par value $0.01 per share (the "Shares"), at a purchase 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 and
the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to Be Tendered:*________
Account No.: __________________
Dated: _________________ , 2000
SIGN HERE
-------------------------------------
-------------------------------------
Signature(s)
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
Print Name(s) and Address(es)
-------------------------------------
Area Code and Telephone Number(s)
-------------------------------------
Taxpayer Identification or Social
Security Number(s)
- --------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Give the
For this type of account: SOCIAL SECURITY
number of --
- --------------------------------------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner
of the account
or, if combined
funds, any one
of the
individuals(1)
3. Husband and wife (joint account) The actual owner
of the account
or, if joint
funds, either
person(1)
4. Custodian account of a minor (Uniform Gift to Minors Act) The minor(2)
5. Adult and minor (joint account) The adult or, if
the minor is the
only
contributor, the
minor(1)
The ward, minor,
6. Account in the name of guardian or committee for a or incompetent
designated ward, minor, or incompetent person person(3)
7. a The usual revocable savings trust account (grantor is The grantor-
also trustee) trustee(1)
b So-called trust account that is not a legal or valid The actual
trust under State law owner(1)
8. Sole proprietorship account The owner(4)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of --
- ------------------------------------------------------------------------------
<S> <C>
9. A valid trust, estate, or pension trust The legal entity
(Do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or educational organization The organization
account
12. Partnership account held in the name of the business The partnership
13. Association, club, or other tax-exempt organization The organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of Agriculture in the name The public
of a public entity (such as a State or local government, entity
school district, or prison) that receives agricultural
program payments
</TABLE>
- -------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDEN-
TIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
Privacy Act Notice.-- Section 6109 requires most recipients of dividend, in-
terest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are re-
quired to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Cer-
tain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you
fail to furnish your taxpayer identification number to a payer, you are sub-
ject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Failure to Report Certain Dividend and Interest Payments.--If you fail to
include any portion of an includible payment for interest, dividends, or pat-
ronage dividends in gross income, such failure will be treated as being due to
negligence and will be subject to a penalty of 5% on any portion of an under-
payment attributable to that failure unless there is clear and convincing evi-
dence to the contrary.
(3) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or im-
prisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your num-
ber, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of
the Social Security Administration or the Internal Revenue Service and apply
for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual re-
tirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a)
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
<PAGE>
EXHIBIT 99(A)(8)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase, dated April 18, 2000, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer nor the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
(as defined below) may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of Shares in such jurisdiction. In those jurisdictions where securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by Salomon Smith
Barney Inc. ("Salomon Smith Barney" or the "Dealer Manager") or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All of the Outstanding Shares of Common Stock
of
Howmet International Inc.
at
$20.00 Net Per Share
by
HMI Acquisition Corp.
a Wholly Owned Subsidiary of
Alcoa Inc.
HMI Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Alcoa Inc., a Pennsylvania corporation ("Alcoa"), is
offering to purchase all of the shares of common stock, par value $0.01 per
share (the "Shares"), of Howmet International Inc., a Delaware corporation (the
"Company"), 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 any amendments or
supplements thereto, collectively constitute the "Offer"). Tendering
stockholders who have Shares registered in their names and who tender directly
to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") will not be
charged brokerage fees or commissions or, subject to Instruction 6 of the Letter
of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
Stockholders who hold their Shares through a broker or bank should consult such
institution as to whether it charges any service fees. The Purchaser will pay
all charges and expenses of the Dealer Manager, the Depositary and Morrow & Co.,
Inc., which is acting as the information agent (the "Information Agent"),
incurred in connection with
<PAGE>
the Offer. Following the consummation of the Offer, the Purchaser intends to
effect the Howmet Merger described below.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, MAY 15, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER NOT LESS THAN A
MAJORITY OF THE THEN OUTSTANDING SHARES NOT INCLUDING THE SHARES HELD BY CORDANT
TECHNOLOGIES INC. ("CORDANT"), CORDANT TECHNOLOGIES HOLDING COMPANY OR ANY OF
THEIR AFFILIATES (THE "MINIMUM CONDITION") AND (II) OMEGA ACQUISITION CORP., A
WHOLLY OWNED SUBSIDIARY OF ALCOA, PURCHASING SHARES OF CORDANT COMMON STOCK IN
ITS TENDER OFFER (THE "CORDANT OFFER") FOR ALL OUTSTANDING SHARES OF CORDANT
COMMON STOCK FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2000
(THE "CORDANT OFFER CONDITION"). THE OFFER IS ALSO SUBJECT TO THE SATISFACTION
OF CERTAIN OTHER CONDITIONS. SEE SECTION 15 OF THE OFFER TO PURCHASE.
The purpose of the Offer is to facilitate Alcoa's acquisition of the
entire equity interest in the Company in conjunction with its acquisition of
Cordant. Alcoa intends, as soon as practicable following consummation of the
Offer, to propose and seek to have the Company consummate a merger with the
Purchaser or another direct or indirect wholly owned subsidiary of Alcoa (the
"Howmet Merger"). The purpose of the Howmet Merger is to acquire all Shares not
tendered and purchased pursuant to the Offer or otherwise. Pursuant to the
Howmet Merger, each then outstanding Share (other than Shares owned by the
Purchaser, Alcoa or any of their subsidiaries (including, following consummation
of the Cordant Offer, Cordant and its subsidiaries), Shares held in the treasury
of the Company and Shares owned by stockholders who perfect their dissenters'
rights under the Delaware General Corporation Law ("DGCL")) would be converted
into the right to receive an amount in cash equal to the price per Share paid
pursuant to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment pursuant to
the Offer. In all cases, on the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from the Purchaser
and transmitting such payment to tendering stockholders. Under no circumstances
will interest on the purchase price of Shares be paid by the Purchaser because
of any delay in making any payment. Payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after the timely receipt by the
Depositary of (i) certificates for such Shares or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the procedures set forth in the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) with
all required signature guarantees or, in the case of book-entry transfer, an
Agent's Message (as defined in the Offer the Purchase), and (iii) any other
documents required by the Letter of Transmittal.
If by 12:00 midnight, New York City time, on Monday, May 15, 2000 (or
any date or time then set as the Expiration Date), any or all of the conditions
to the Offer have not been satisfied or waived, the Purchaser reserves the right
(but shall not be obligated) (a) to
<PAGE>
terminate the Offer and not accept for payment or pay for any Shares and return
all tendered Shares to tendering stockholders, (b) subject to the applicable
rules and regulations of the SEC, to waive all of the unsatisfied conditions
(other than the Minimum Condition and the Cordant Offer Condition) and accept
for payment and pay for all Shares validly tendered prior to the Expiration Date
and not theretofore withdrawn, (c) to extend the Offer and, subject to the right
of stockholders to withdraw Shares until the Expiration Date, retain the Shares
that have been tendered during the period or periods for which the Offer is
extended or (d) to amend the Offer (other than to reduce or eliminate the
Minimum Condition or to eliminate the Cordant Offer Condition).
If all conditions to the Offer have been satisfied or waived as of the
Expiration Date, the Purchaser will accept for payment and pay for all Shares
validly tendered and not withdrawn at such time (which Shares may not
thereafter be withdrawn) and extend the Offer to provide a "subsequent offering
period" for at least three business days, during which time stockholders may
tender, but not withdraw, their Shares and receive the Offer consideration. The
Purchaser may not extend the Offer during the subsequent offering period for
more than 20 business days (for all such extensions). The term "Expiration Date"
means 12:00 midnight, New York City time, on Monday, May 15, 2000 unless the
Purchaser shall have extended the period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Purchaser, shall expire.
Any extension of the period during which the Offer is open will be
followed, as promptly as practicable, by public announcement thereof, such
announcement to be issued not later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date. During any
such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the rights of a tendering stockholder to
withdraw such stockholder's Shares (except during the subsequent offering
period.)
Shares tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date (except during the subsequent offering period) and,
unless theretofore accepted for payment pursuant to the Offer, also may be
withdrawn at any time after Friday, June 16, 2000. Except as otherwise provided
in Section 4 of the Offer to Purchase, tenders of Shares made pursuant to the
Offer are irrevocable. For a withdrawal of Shares tendered pursuant to the Offer
to be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase. Any notice of withdrawal must
specify the name, address and taxpayer identification number of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder of such Shares, if different from that of the
person who tendered the Shares. If certificates for Shares to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered for the account of an Eligible Institution (as defined in the
Offer to Purchase), the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination will be final and binding on all parties.
The receipt of cash in exchange for Shares pursuant to the Offer or the
Howmet Merger may be taxable for U.S. federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws. All
stockholders should
<PAGE>
consult with their own tax advisors as to the particular tax consequences of the
Offer and the Howmet Merger to them, including the applicability and effect of
the alternative minimum tax and any state, local or foreign income and other tax
laws and of changes in such tax laws. For a more complete description of certain
U.S. federal income tax consequences of the Offer and the Howmet Merger see
Section 5 of Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of
Rule 14d-6 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.
Requests are being made to the Company for the use of the Company's
stockholder lists and security position listings for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase, the related
Letter of Transmittal and other related materials will be mailed to record
holders of Shares and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance and copies of the Offer to
Purchase, the Letter of Transmittal and all other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth below and will be furnished promptly
at the Purchaser's expense. The Purchaser will not pay any fees or commissions
to any broker or dealer or any other person (other than the Dealer Manager and
the Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms Call: (800) 662-5200
Stockholders Please Call: (800) 566-9061
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, NY 10013
Call Toll Free: (877) 466-1850
April 18, 2000
