SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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CORDANT TECHNOLOGIES INC.
(Name of Subject Company (Issuer))
CTI ACQUISITION CORP.
a wholly owned subsidiary of
ALCOA INC.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
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218412104
(CUSIP Number of Class of Securities)
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Lawrence R. Purtell, Esq.
Alcoa Inc.
201 Isabella Street
Pittsburgh, PA 15212
Telephone: (412) 553-4545
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
J. Michael Schell, Esq.
Margaret L. Wolff, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: 212-735-3000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
ALCOA TO ACQUIRE CORDANT TECHNOLOGIES
PITTSBURGH and SALT LAKE CITY, March 14, 2000 - Alcoa Inc. and
Cordant Technologies Inc. today announced they have entered into a
definitive agreement under which Alcoa will acquire all outstanding shares
of Cordant for $57.00 per share payable in cash.
Alcoa will commence the transaction with a cash tender offer for
100%, but not less than a majority, of the outstanding Cordant shares on a
fully diluted basis. If a majority of the outstanding shares are purchased
in the tender offer, any remaining Cordant shares will be exchanged for cash
in the amount of $57.00 per share in a merger of Cordant and Alcoa's
acquisition subsidiary.
The transaction is valued at approximately $2.9 billion based on
40 million fully diluted shares of Cordant common stock on March 13, 2000
and the assumption of $685 million in debt.
In announcing the transaction, James R. Wilson, chairman and
chief executive officer of Cordant, and Alain J. P. Belda, president and
chief executive officer of Alcoa, said: "We are pleased to announce this
merger that brings together two companies with obvious complementary
activities. Customers, employees and shareholders will benefit from
combining each company's manufacturing best practices and technological
leadership."
Both companies' Boards of Directors have approved the merger
agreement. The transaction will be conditioned on regulatory approvals,
including expiration of applicable waiting periods and other customary
conditions.
Investors and security holders are strongly advised to read both
the tender offer statement and the solicitation/recommendation statement
regarding the tender offer referred to in this press release, when they
become available, because they will contain important information. The
tender offer statement will be filed by Alcoa with the Securities and
Exchange Commission (SEC), and the solicitation/recommendation statement
will be filed by Cordant with the SEC. Investors and security holders may
obtain a free copy of these statements (when available) and other documents
filed by Alcoa and Cordant at the SEC's website at www.sec.gov. The tender
offer statement and related materials may be obtained for free by directing
such requests to Alcoa Investor Relations. The solicitation/recommendation
statement and such other documents may be obtained by directing such
requests to Cordant Investor Relations.
# # #
Editorial Contacts: Bonita A. Cersosimo
Alcoa
1 412 553 4462
Lauren Sides
Cordant Technologies
1 801 933 4193
Investor Relations: Randall J. Killeen
Alcoa
1 412 553 2231
Shannon Sebahar
Cordant Technologies
1 801 933 4029
Alcoa Inc. (NYSE: AA)
Cordant Technologies Inc. (NYSE: CDD)
FACT SHEET
CORDANT TECHNOLOGIES INC. is a technology-based company serving global
aerospace and industrial markets. It is composed of three market-leading
business groups.
Employment: Approximately 17,000 employees worldwide at some 58 facilities
located in five countries: U.S., Canada, France, United Kingdom and Japan.
BUSINESS GROUPS:
HOWMET CASTINGS - A leading supplier of investment cast super-alloy and
titanium components used in jet aircraft and in electrical power generation.
It is also a leading supplier of investment cast aluminum components used in
various aerospace and commercial applications.
Employment: Approximately 10,800
1999 Revenues: $1.4 billion
HUCK FASTENERS - A global designer and manufacturer of high performance
fasteners and fastening systems.
Employment: Approximately 2,500
1999 Revenues: $465.2 million
THIOKOL PROPULSION - It is a leading supplier of solid rocket propulsion
systems for space launch vehicles since the inception of manned space
flight.
Employment: Approximately 3,800
1999 Revenues: $588 million.
ALCOA/CORDANT COMBINATION
(billions of dollars)
Alcoa Cordant Estimated Total
----- ------- ---------------
Revenue $16.3 $2.5 $18.8
Employees 107,700 17,000 124,700
ALCOA/REYNOLDS/CORDANT COMBINATION
(billions of dollars)
Alcoa & Reynolds* Cordant Estimated Total
---------------- ------- ---------------
Revenue $21.0 $2.5 $23.5
Employees 126,700 17,000 143,700
*pending regulatory approval
For more information on Cordant Technologies Inc. and its three business
groups visit http://www.cordant.com.
