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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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 and Amendment No. 2 to
Schedule 14D-9 dated November 9, 1995 and November 28, 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 and Amendment No. 2 to Schedule
14D-1 dated November 28, 1995 and and December 7, 1995. 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.
Item 8 is hereby amended by the addition of the following:
(d) Other. On December 7, 1995, Parent issued a press release announcing
that the Offer has been extended and that the Offer and withdrawal rights will
now expire at 6:00 p.m., New York City time, on Friday, December 22, 1995,
unless further extended.
A copy of the press release issued by Parent is filed as Exhibit 21 to the
Schedule 14D-9 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by addition of the following:
Exhibit 21 Press Release, dated December 7, 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 7, 1995
MAXTOR CORPORATION
By /s/ GLENN H. STEVENS
Glenn H. Stevens
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
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<S> <C> <C>
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. ................................................................
</TABLE>
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* Previously filed.
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FOR IMMEDIATE RELEASE:
HYUNDAI ELECTRONICS AMERICA ANNOUNCES
EXTENSION OF MAXTOR TENDER OFFER
MILPITAS, CA., December 7, 1995 -- Hyundai Electronics America announced
today that it has extended its cash tender offer to acquire any and all
outstanding shares of common stock of Maxtor Corporation. (NASDAQ:MXTR) at $6.70
per share. The tender offer and withdrawal rights will now expire at 6:00 p.m.,
New York City time, on Friday, December 22, 1995, unless further extended.
Hyundai has been informed by the Depositary that approximately 12,020,758
Maxtor common shares have been tendered as of December 6, 1995.
Contact person: Y.H. Kim
President and Chief Executive
Officer
Hyundai Electronics America
(408) 232-8000
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