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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MAXTOR CORPORATION
(Name of Issuer)
Common Stock, par value US$0.01 per share
(Title of Class of Securities)
577729 10 6
(CUSIP Number)
K.S. Yoo
Corporate Planning and Coordination Office
Hyundai Electronics Industries Co., Ltd.
San 136-1, Ami-ri, Bubal-eub
Ichon-kun, Kyoungki-do,
467-860 Korea
011-82-336-30-2683
with a copy to:
I.H. Chun
Legal Department
Hyundai Electronics Industries Co., Ltd.
66, Jeokseon-dong, Chongro-ku
Seoul, Korea
011-82-2-398-4324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1995
(Date of Event which requires filing of this Amendment No. 2)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Statement because of Rule 13d-1(b)(3) or (4), check the
following box: / /
Check the following box if a fee is being paid with the statement: / /
Page 1 of 5 Pages
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The following information is filed to amend the original Statement on
Schedule 13D dated February 14, 1994 (as amended by Amendment No. 1 to Schedule
13D dated March 17, 1995) ("Schedule 13D") of Hyundai Electronics Industries
Co., Ltd. ("Hyundai"), Hyundai Heavy Industries Co., Ltd., Hyundai Corporation
and Hyundai Merchant Marine Co., Ltd. (collectively, the "Purchasers") with
respect to the Common Stock, par value U.S. $0.01 per share of Maxtor
Corporation. Unless otherwise defined herein, all capitalized terms shall have
the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 (a-j) of the Schedule 13D is hereby amended and
supplemented by adding the following:
On October 24, 1995, Hyundai Electronics America ("HEA"),
a subsidiary of Hyundai, delivered to the Company a letter
(the "Letter") from Y.H. Kim, President and Chief
Executive Officer of HEA, addressed to the Special
Committee of the Board of Directors of the Company (the
"Special Committee"), expressing HEA's desire to enter
into negotiations with the Special Committee regarding an
acquisition by Hyundai (directly or through one or more
subsidiaries) of all of the outstanding shares of the
Company's Common Stock (other than the shares of Class A
Common Stock owned by the Purchasers) at a price per
share of $5.15. HEA's proposal is subject to several
significant conditions, including the negotiation and
execution of a mutually satisfactory merger agreement, the
approval of the Maxtor disinterested directors under the
"standstill" provisions of the Stock Purchase Agreement,
the obtaining of the requisite Korean governmental
approvals, and the expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act and the Exon-Florio Act, and
there can be no assurance that these conditions will be
satisfied.
A copy of the Letter is attached hereto as Exhibit 9 and is
incorporated herein by reference.
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Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding a new Exhibit 9, the
Letter dated October 24, 1995 from Mr. Y. H. Kim of
Hyundai America to the Special Committee, as attached
hereto.
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SIGNATURE
After reasonable 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.
Dated: October 25, 1995.
HYUNDAI ELECTRONICS INDUSTRIES CO., LTD.
By /s/ J. Y. KIM
---------------------------------------------
J. Y. Kim
President and Chief Executive Officer
HYUNDAI HEAVY INDUSTRIES CO., LTD.
By /s/ J. Y. KIM
---------------------------------------------
J. Y. Kim
Attorney-in-Fact pursuant to Power of Attorney
filed previously as Exhibit 6
HYUNDAI CORPORATION
By /s/ J. Y. KIM
---------------------------------------------
J. Y. Kim
Attorney-in-Fact pursuant to Power of Attorney
filed previously as Exhibit 7
HYUNDAI MERCHANT MARINE CO., LTD.
By /s/ J. Y. KIM
---------------------------------------------
J. Y. Kim
Attorney-in-Fact pursuant to Power of Attorney
filed previously as Exhibit 8
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[Letterhead]
October 24, 1995
The Special Committee of the Board of Directors of Maxtor Corporation
211 River Oaks Parkway
San Jose, California 95134
Gentlemen:
We are writing to express our desire to enter into negotiations with
you regarding an acquisition by Hyundai Electronics Industries Ltd. (Hyundai)
of all of the outstanding common shares of Maxtor Corporation (Maxtor).
We propose to offer to purchase such shares at a price of $5.15 per
share. Hyundai believes that this price is fair and reasonable to Maxtor's
shareholders in light of Maxtor's current financial condition, business
operations and future prospects.
Hyundai's acquisition of Maxtor will permit Maxtor to directly access
Hyundai's more abundant operational and financial resources, thereby enabling
Maxtor to compete more effectively in the increasingly competitive disk drive
industry. By helping to ensure Maxtor's ongoing competitiveness, Hyundai's
acquisition of Maxtor would be in the best interest of Maxtor's employees,
customers and suppliers, as well as Maxtor's shareholders.
Our ability to proceed with the proposed acquisition is, of course,
subject to several conditions, including the negotiation and execution of a
mutually satisfactory merger agreement, the approval of the Maxtor
disinterested directors under the "standstill" provisions of our Stock
Purchase Agreement, obtaining the necessary Korean governmental approvals and
the expiration or termination of the applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act and the Exon-Florio Act.
Please call me at your earliest convenience to discuss this matter
further. All of us at Hyundai very much look forward to working with Maxtor to
successfully complete an acquisition on the terms set forth above.
Very truly yours,
Y.H. Kim
President & Chief Executive Officer
Hyundai Electronics America
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