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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MAXTOR CORPORATION
(Name of Subject Company)
MAXTOR CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
577729 10 6
(CUSIP Number of Class of Securities)
DR. CHONG SUP PARK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MAXTOR CORPORATION
211 RIVER OAKS PARKWAY
SAN JOSE, CA 95134
(408) 432-1700
(Name, address and telephone number of persons
authorized to receive notice and communications
on behalf of person(s) filing statement)
COPY TO:
DIANE HOLT FRANKLE, ESQ.
GRAY CARY WARE & FREIDENRICH
A PROFESSIONAL CORPORATION
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
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Maxtor Corporation, a Delaware corporation (the "Company") hereby amends
and supplements its Solicitation/Recommendation Statement on Schedule 14D-9
dated November 8, 1995, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4 to Schedule 14D-9 dated November 9, 1995,
November 28, 1995, December 7, 1995 and December 20, 1995, respectively (as
amended, the "Schedule 14D-9") relating to the tender offer by Hyundai
Acquisition, Inc., a Delaware corporation (the "Purchaser") and a wholly-owned
subsidiary of Hyundai Electronics America, a California Corporation (the
"Parent"), to purchase any and all outstanding shares of common stock, par value
$.01 per share (the "Shares"), of the Company at a price of $6.70 per share, net
to the sellers in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated November 8, 1995 and in the related Letter of
Transmittal as disclosed in the Tender Offer Statement on Schedule 14D-1 dated
November 8, 1995, as amended by Amendment No. 1, Amendment No. 2, Amendment No.
3 and Amendment No. 4 to Schedule 14D-1 dated November 28, 1995, December 7,
1995, December 20, 1995 and December 28, 1995, respectively. All capitalized
terms shall have the meanings assigned to them in the Schedule 14D-9, as amended
to date, unless otherwise indicated herein.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
(a) Korean Governmental Approvals.
This subsection is hereby amended and supplemented by addition of the
following information:
Parent advised the Company that on December 28, 1995, Parent received all
of the approvals of governmental officials and agencies of the Republic of Korea
necessary to satisfy the Korean Approval Condition.
(b) Antitrust.
This subsection is hereby amended and supplemented by addition of the
following information:
Parent advised the Company that on December 21, 1995, the 15 day waiting
period under the HSR Act expired without any request for additional information
or documentary materials from the Antitrust Division or the FTC.
(d) Other.
This subsection is hereby amended and supplemented by addition of the
following information:
The information set forth in the press release issued by Parent on December
28, 1995, filed as Exhibit 27 to the Schedule 14D-9 is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by addition of the following:
Exhibit 27 Press Release, dated December 28, 1995 issued by Hyundai
Electronics America.
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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.
December 28, 1995
MAXTOR CORPORATION
By /s/ GLENN H. STEVENS
Glenn H. Stevens
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
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Exhibit 1 Offer to Purchase dated November 8, 1995. .............................. *
Exhibit 2 Letter of Transmittal dated November 8, 1995. .......................... *
Exhibit 3 Agreement and Plan of Merger among Maxtor Corporation, Hyundai
Acquisition, Inc. and Hyundai Electronics America dated as of November
2, 1995. ............................................................... *
Exhibit 4 Rights Agreement dated as of January 27, 1998 between Maxtor Corporation
and The First National Bank of Boston, as Rights Agent. ................ *
Exhibit 5 Amendment to Rights Agreement dated as of September 10, 1993 between
Maxtor and The First National Bank of Boston, as Rights Agent. ......... *
Exhibit 6 Amendment No. 2 to Rights Agreement dated as of November 2, 1995 between
Maxtor Corporation and The First National Bank of Boston, as Rights
Agent. ................................................................. *
Exhibit 7 Letter to Stockholders of Maxtor Corporation dated November 9, 1995. ... *
Exhibit 8 Stock Purchase Agreement among Hyundai Electronics Industries Co., Ltd.,
Hyundai Heavy Industries Co., Ltd., Hyundai Corporation and Hyundai
Merchant Marine Co., Ltd. and Maxtor Corporation dated September 10,
1993. .................................................................. *
Exhibit 9 Restated Certificate of Incorporation of Maxtor Corporation effective
February 3, 1994. ...................................................... *
Exhibit 10 Manufacturing and Purchasing Agreement between Maxtor Corporation and
Hyundai Electronics Industries Co., Ltd. dated April 27, 1995.
(Confidential treatment has been requested for portions of this
exhibit.)............................................................... *
Exhibit 11 Guaranty and Recourse Agreement between Maxtor Corporation and Hyundai
Electronics Industries Co., Ltd. dated as of August 31, 1995. .......... *
Exhibit 12 Credit Agreement among Maxtor Corporation, as Borrower, and the Initial
Lenders Named therein and the Issuing Bank, as Initial Lenders and the
Issuing Bank, and Citibank, N.A., as Administrative Agent, dated as of
August 31, 1995. ....................................................... *
Exhibit 13 Memorandum of Understanding between Hyundai Electronics Industries Co.,
Ltd. and Maxtor Corporation dated September 19, 1995. .................. *
Exhibit 14 Opinion of Bear, Stearns & Co. Inc. dated November 1, 1995. ............ *
Exhibit 15 Forms of Indemnity Agreements between Maxtor Corporation and its
officers and directors. ................................................ *
Exhibit 16 Press Release, dated November 1, 1995 issued by Maxtor Corporation. .... *
Exhibit 17 Press Release, dated November 3, 1995 issued by Maxtor Corporation. .... *
Exhibit 18 Complaint captioned Wacholder v. Gallo, et al., C.A. No. 14668 filed in
the Delaware Chancery Court on November 1, 1995. ....................... *
Exhibit 19 Complaint captioned Silber v. Maxtor Corporation, et al., C.A. No. 14708
filed in the Delaware Chancery Court on November 17, 1995. ............. *
Exhibit 20 Complaint captioned Barrington v. Gallo, et al., C.A. No. 14711 filed in
the Delaware Chancery Court on November 20, 1995. ...................... *
Exhibit 21 Press Release, dated December 7, 1995 issued by Hyundai Electronics
America. ............................................................... *
Exhibit 22 Press Release, dated December 20, 1995 issued by Hyundai Electronics
America ................................................................ *
Exhibit 23 Supplement, dated December 20, 1995. ................................... *
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EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
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Exhibit 24 Complaint captioned Campanella v. Maxtor Corporation, et al, C.A. No.
14711 filed in the Superior Court for the State of California in the
County of Santa Clara on November 1, 1995. ............................. *
Exhibit 25 Consolidated Amended Complaint captioned In Re Maxtor Corporation
Shareholders Litigation, Consolidated C.A. No. 14668 filed in the
Delaware Chancery Court on December 13, 1995. .......................... *
Exhibit 26 Memorandum of Understanding, dated December 18, 1995. .................. *
Exhibit 27 Press Release, dated December 28, 1995 issued by Hyundai Electronics
America. ...............................................................
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* Previously filed.
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FOR IMMEDIATE RELEASE
HYUNDAI ELECTRONICS AMERICA ANNOUNCES KOREAN GOVERNMENTAL
APPROVAL AND EXPIRATION OF HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT WAITING PERIOD FOR MAXTOR TENDER OFFER
MILPITAS, CA, December 28, 1995 -- Hyundai Electronics America announced
today that on December 28, 1995 it obtained all of the approvals of governmental
officials and agencies of the Republic of Korea necessary for it to consummate
its cash tender offer to acquire any and all outstanding shares of common stock
of Maxtor Corporation (NASDAQ; MXTR) at $6.70 per share.
In addition, Hyundai announced that on December 21, 1995 the 15 day waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act expired without
Hyundai receiving a request for additional information or documentary materials
from the Department of Justice Antitrust Division or the Federal Trade
Commission.
Based on the circumstances currently known to it, Hyundai does not
presently intend to further extend the offer beyond the current expiration date
of 6:00 p.m., New York time, Friday, January 5, 1995.
Hyundai has been informed by the Depository that approximately 21,329,258
Maxtor common shares had been tendered as of December 28, 1995.
Contact: Y.H. Kim
President and Chief Executive Officer
Hyundai Electronics America
(408) 232-8000
