SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
HOWMET INTERNATIONAL INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
443208103
(CUSIP Number)
Daniel S. Hapke, Jr.
Senior Vice President and General Counsel
Cordant Technologies Inc.
15 W. South Temple
Suite 1600
Salt Lake City, Utah 84101-1532
(801) 933-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 1999
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(continued on the following pages)
Page 1 of 6 Pages
<PAGE>
CUSIP No. 443208103 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cordant Technologies Holding Company 51-0336475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Bank BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
84,650,000
SHARES
--------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
84,650,000
PERSON
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,650,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 2 of 6 Pages
<PAGE>
CUSIP No. 443208103 13D Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cordant Technologies Inc. 36-2678716
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Bank BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
84,650,000
SHARES
--------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
84,650,000
PERSON
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,650,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO; HC
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Page 3 of 6 Pages
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D amends the Statement on Schedule 13D
(the "Schedule 13D") filed February 18, 1999 by Cordant Technologies Inc.
("Cordant") and Cordant Technologies Holding Company ("Holding" and, together
with Cordant, the "Reporting Persons"), relating to shares of common stock, par
value $0.01 per share ("Shares"), of Howmet International Inc., a Delaware
corporation (the "Issuer"). Capitalized terms used but not defined herein have
the meanings given to such terms in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The Reporting Persons acquired the Purchased Shares on February 8, 1999
from The Carlyle Group ("Carlyle") to increase their ownership of the Issuer
from 62 percent to 84.6 percent of the outstanding Shares. The Reporting Persons
had an option that was granted by Carlyle in December 1997 at the time of the
Issuer's initial public offering (the "IPO") to acquire all of Carlyle's Shares.
The option was exercisable beginning in December 1999 at a market-based price,
and the acquisition of the Shares from Carlyle was made at this time to
eliminate the uncertainty regarding the price and timing of the option exercise.
In connection with Carlyle's sale of its Shares, Mr. William E. Conway, Jr.,
Carlyle's representative on the Board of Directors of the Issuer, advised
Cordant of his intention to retire from the Issuer's Board of Directors
effective at the 1999 Annual Meeting.
On February 12, 1999, the Issuer announced that on February 17, 1999 it
planned to exercise its option to redeem all of its then outstanding 9% Series A
Senior Cumulative Preferred Stock (the "Series A Preferred Stock") at an
aggregate redemption price of $66,379,991, all of the shares of which are owned
by Holding. On February 17, 1999, the redemption of the Series A Preferred Stock
was consummated.
On November 12, 1999, Cordant delivered a written proposal to the Board of
Directors of the Issuer to acquire all of the outstanding Shares not currently
owned by Cordant for a price of $17.00 per share in cash (the "Proposal
Letter"). In the Proposal Letter, Cordant requested that the Issuer's Board of
Directors refer the proposal to its Committee of Independent Directors for its
review and consideration. The text of the Proposal Letter is filed as Exhibit 5
hereto and incorporated herein by reference.
Subject to any limitations set forth in the Corporate Agreement and
changes in other factors, including, among other things, market and economic
conditions, the respective businesses, operations, financial condition and
prospects of Cordant and the Issuer, and other business opportunities that may
be available to Cordant, as well as the response of the Committee of Independent
Directors of the Issuer's Board of Directors to the Proposal Letter, Cordant
reserves the right to formulate other plans and/or make other proposals and take
such actions with respect to its investment in the Issuer, including any or all
of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D
and any other actions as it may determine. Moreover, Cordant reserves the right
to amend or withdraw the proposal at any time in its
Page 4 of 6 Pages
<PAGE>
discretion. The description of the Corporate Agreement described in Item 6 below
is incorporated herein by reference.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals which would result in or relate to any of the matters
described in paragraphs (a)-(j) of the instructions for completing Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1* Joint Filing Agreement, dated as of February 18, 1999, between
Cordant Technologies Inc. and Cordant Technologies Holding
Company.
Exhibit 2* Credit Agreement, dated as of February 5, 1999, among
Cordant Technologies Inc., the First National Bank of Chicago,
individually and as Administrative Agent, First Chicago
Capital Markets, Inc., as Arranger, and the lending
institutions thereto.
Exhibit 3 Corporate Agreement, dated as of December 2, 1997, among
Cordant, Holding and the Issuer. (incorporated by reference to
Exhibit 4.5 to the Howmet International Inc. Form 10-K for the
fiscal year ended December 31, 1997)
Exhibit 4* Second Amended and Restated Standstill Agreement, dated as of
February 8, 1999, among Cordant, Holding, the Carlyle Entities
and William E. Conway, Jr.
Exhibit 5 Letter, dated November 12, 1999, to the Board of Directors of
the Issuer.
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* Previously filed.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
CORDANT TECHNOLOGIES INC.
By: /s/ Edwin M. North
Name: Edwin M. North
Title: Vice President and
Corporate Secretary
CORDANT TECHNOLOGIES HOLDING COMPANY
By: /s/ Edwin M. North
Name: Edwin M. North
Title: Assistant Secretary
Page 6 of 6 Pages
Exhibit 5
November 12, 1999
Board of Directors
Howmet International Inc.
475 Steamboat Road
Greenwich, CT 06830
Gentlemen:
The Board of Directors of Cordant Technologies Inc. ("Cordant") has authorized a
proposal to acquire all of the outstanding common shares of Howmet International
Inc. ("Howmet") not currently owned by Cordant for $17.00 per share in cash. We
request that our proposal be referred to the Committee of Independent Directors
of the Board of Directors of Howmet for review and consideration. We are
prepared to discuss a transaction structure that would allow completion of the
transaction expeditiously following approval by the Committee of Independent
Directors and the Howmet Board of Directors.
Cordant believes that its proposal fairly reflects Howmet's historical results
and future prospects and that consummation of our proposed transaction would be
in the best interest of Howmet and its public stockholders.
We hope that you and the Committee of Independent Directors will view Cordant's
proposal favorably, and give it your prompt attention. We invite representatives
of the Committee of Independent Directors to meet with Cordant's advisors,
Morgan Stanley Dean Witter and Wachtell, Lipton, Rosen & Katz, to discuss this
proposal at your earliest convenience. As required under the federal securities
laws, this proposal will be made public later today through a Schedule 13D
filing with the SEC, and Cordant will be issuing a press release to facilitate
dissemination of the information in this letter to the public markets.
As you are aware, Howmet is an important part of Cordant's long-term business
strategy, and Cordant has no interest in disposing of any of its Howmet shares.
Cordant reserves the right to amend or withdraw this proposal at any time in its
discretion. We look forward to working with you toward the successful completion
of this transaction.
Sincerely,
/s/ James R. Wilson
James R. Wilson
Chairman and Chief Executive Officer
