SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 14, 2000
CORDANT TECHNOLOGIES INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6179 36-2678716
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
15 W. South Temple, Suite 1600
Salt Lake City, Utah 84101-1532
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 933-4000
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ITEM 5. OTHER EVENTS
On March 14, 2000, Cordant Technologies Inc., a Delaware corporation
("Cordant"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Alcoa Inc., a Pennsylvania corporation ("Alcoa"), and Omega
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Alcoa (the "Purchaser").
A copy of the Merger Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. On March 14, 2000, Alcoa and Cordant issued a
joint press release announcing the execution of the Merger Agreement. The press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Pursuant to the Merger Agreement, on March 20, 2000, the Purchaser
commenced a tender offer (the "Offer") for all of the outstanding shares of
Common Stock, par value $1.00 per share, of Cordant (the "Common Stock") and the
associated preferred share purchase rights (the shares of Common Stock together
with any associated preferred share purchase rights are referred to as the
"Shares"), at a purchase price of $57.00 per Share, net to the seller in cash
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Purchaser's 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 "Offer").
The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, following completion of the Offer, and in accordance with
the General Corporation Law of the State of Delaware (the "DGCL"), the Purchaser
will be merged with and into Cordant (the "Merger"), and at the effective time
of the Merger (the "Effective Time") each Share outstanding (other than Shares
owned by Alcoa, the Purchaser, any of their respective subsidiaries, Cordant or
any of its subsidiaries, and Shares held by stockholders, if any, who did not
vote in favor of the Merger Agreement and who comply with all of the relevant
provisions of Section 262 of the DGCL relating to dissenters' rights of
appraisal) will be converted into the right to receive $57.00 in cash or any
greater amount per Share paid pursuant to the Offer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
10.1 Agreement and Plan of Merger, dated as of March 14,
2000, among Alcoa Inc., Omega Acquisition Corp. and Cordant
Technologies Inc. (incorporated by reference to Exhibit 7
to Amendment No. 2 to the Schedule 13D of Cordant
Technologies Inc. and Cordant Technologies Holding Company
with respect to the shares of common stock of Howmet
International Inc., filed with the Securities and Exchange
Commission on March 15, 2000.)
99.1 Press Release of Alcoa Inc. and Cordant Technologies
Inc., dated March 14, 2000 (incorporated by reference to
the press release filed by Cordant Technologies Inc. with
the Securities and Exchange Commission under cover of
Schedule 14D-9 on March 14, 2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: March 21, 2000
CORDANT TECHNOLOGIES INC.
By: /s/ Edwin M. North
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Name: Edwin M. North
Title: Vice President and
Corporate Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 10.1 Agreement and Plan of Merger, dated as of March 14, 2000,
among Alcoa Inc., Omega Acquisition Corp. and Cordant
Technologies Inc. (incorporated by reference to Exhibit 7 to
Amendment No. 2 to the Schedule 13D of Cordant Technologies Inc.
and Cordant Technologies Holding Company with respect to the
shares of common stock of Howmet International Inc., filed with
the Securities and Exchange Commission on March 15, 2000.)
Exhibit 99.1 Press Release of Alcoa Inc. and Cordant Technologies Inc.,
dated March 14, 2000 (incorporated by reference to the press
release filed by Cordant Technologies Inc. with the Securities
and Exchange Commission under cover of Schedule 14D-9 on
March 14, 2000).
