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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
CORDANT TECHNOLOGIES INC.
(Name of Subject Company)
CORDANT TECHNOLOGIES INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(AND ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
218412 104
(Cusip Number of Class of Securities)
Richard L. Corbin
Executive Vice President and Chief Financial Officer
Cordant Technologies Inc.
15 W. South Temple, Suite 1600
Salt Lake City, Utah
(801) 933-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
On Behalf of the Person Filing Statement)
WITH A COPY TO:
Eric S. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
[CORDANT TECHNOLOGIES LOGO]
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."
-more-
<PAGE>
ALCOA TO ACQUIRE CORDANT TECHNOLOGIES, PG. 2
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 web site
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 Contact: 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)
