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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Final Amendment)
and
AMENDMENT NO. 10 TO SCHEDULE 13D
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
MAXTOR CORPORATION
(Name of Subject Company)
HYUNDAI ACQUISITION, INC.
a wholly owned subsidiary of
HYUNDAI ELECTRONICS AMERICA
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
577729 10 6
(CUSIP Number of Class of Securities)
K.S. YOO
CORPORATE PLANNING AND COORDINATION OFFICE
HYUNDAI ELECTRONICS INDUSTRIES CO., LTD.
SAN 138-1, AMI-RE, BUBAL-EUB
ICHON-KUN, KYOUNGKI-DO,
467 860 KOREA
011-82-336-30-2683
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPIES TO:
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I.H. CHUN BARTLEY C. DEAMER, ESQ. ALAN C. MYERS, ESQ.
LEGAL DEPARTMENT LIOR O. NUCHI, ESQ. RICHARD D. PRITZ, ESQ.
HYUNDAI ELECTRONICS MCCUTCHEN, DOYLE SKADDEN, ARPS, SLATE,
INDUSTRIES CO., LTD. BROWN & ENERSEN MEAGHER & FLOM
66, JEOKSEON-DONG, JONGRO-KU THREE EMBARCADERO CENTER 919 THIRD AVENUE
SEOUL, KOREA SAN FRANCISCO, CA 94111 NEW YORK, NY 10022
011-82-2-398-4324 (415) 393-2000 (212) 735-3000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$278,591,654.80 $55,718.34
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* For purposes of calculating fee only. This amount assumes the purchase at a
purchase price of $6.70 per Share of 33,542,522 outstanding Shares, 1,773,749
Shares available for issuance under the 1992 ESPP and 6,264,573 Shares
issuable upon conversion of Options. The amount of the filing fee, calculated
in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percentum of the value of Shares purchased.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or schedule
and the date of its filing.
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Amount Previously Paid: $55,718.34 Filing Party: Hyundai Acquisition, Inc.,
Hyundai Electronics America,
Hyundai Electronics Industries
Co., Ltd., Hyundai Heavy
Industries Co., Ltd., Hyundai
Corporation and Hyundai Merchant
Marine Co., Ltd.
Form of Registration No. Schedule 14D-1 Issuer Tender Date Filed: November 8, 1995
Offer Statement and Amendment
No. 6 to Schedule 13D
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CUSIP NO. 577729 10 6
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1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
HYUNDAI ACQUISITION, INC.
2. Check the appropriate box if a member of a group
(a) /X/
(b) / /
3. SEC use only
4. Source of funds:
BK, AF
5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
DELAWARE
7. Aggregate amount beneficially owned by each reporting person:
51,524,065 (including 220,767 shares tendered pursuant to notices of guaranteed
delivery)
8. Check if the aggregate amount in row (7) excludes certain shares / /
9. Percent of class represented by amount in row (7):
96.05%
10. Type of reporting person:
CO
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CUSIP NO. 577729 10 6
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1. Name of reporting persons:
S.S. or I.R.S. Identification No. of above person
HYUNDAI ELECTRONICS AMERICA
2. Check the appropriate box if a member of a group
(a) /X/
(b) / /
3. SEC use only
4. Source of funds:
BK, AF
5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
CALIFORNIA
7. Aggregate amount beneficially owned by each reporting person:
51,524,065 (including 220,767 shares tendered pursuant to notices of guaranteed
delivery)
8. Check if the aggregate amount in row (7) excludes certain shares /X/
9. Percent of class represented by amount in row (7):
96.05
10. Type of reporting person:
CO
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CUSIP NO. 577729 10 6
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1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
HYUNDAI ELECTRONICS INDUSTRIES CO., LTD.
2. Check the appropriate box if a member of a group
(a) /X/
(b) / /
3. SEC use only
4. Source of funds:
OO
5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
REPUBLIC OF KOREA
7. Aggregate amount beneficially owned by each reporting person:
0
8. Check if the aggregate amount in row (7) excludes certain shares / /
9. Percent of class represented by amount in row (7):
0
10. Type of reporting person:
CO
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CUSIP NO. 577729 10 6
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1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
HYUNDAI HEAVY INDUSTRIES CO., LTD.
2. Check the appropriate box if a member of a group
(a) /X/
(b) / /
3. SEC use only
4. Source of funds:
OO
5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) /X/
6. Citizenship or place of organization:
REPUBLIC OF KOREA
7. Aggregate amount beneficially owned by each reporting person:
0
8. Check if the aggregate amount in row (7) excludes certain shares / /
9. Percent of class represented by amount in row (7):
0
10. Type of reporting person:
CO
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CUSIP NO. 577729 10 6
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1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
HYUNDAI CORPORATION
2. Check the appropriate box if a member of a group
(a) /X/
(b) / /
3. SEC use only
4. Source of funds:
OO
5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) /X/
6. Citizenship or place of organization:
REPUBLIC OF KOREA
7. Aggregate amount beneficially owned by each reporting person:
0
8. Check if the aggregate amount in row (7) excludes certain shares / /
9. Percent of class represented by amount in row (7):
0
10. Type of reporting person:
CO
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CUSIP NO. 577729 10 6
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1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
HYUNDAI MERCHANT MARINE CO., LTD.
2. Check the appropriate box if a member of a group
(a) /X/
(b) / /
3. SEC use only
4. Source of funds:
OO
5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) / /
6. Citizenship or place of organization:
REPUBLIC OF KOREA
7. Aggregate amount beneficially owned by each reporting person:
0
8. Check if the aggregate amount in row (7) excludes certain shares / /
9. Percent of class represented by amount in row (7):
0
10. Type of reporting person:
CO
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Hyundai Acquisition, Inc. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Hyundai Electronics America ("Parent"), Parent,
Hyundai Electronics Industries Co., Ltd. ("HEI"), Hyundai Heavy Industries Co.,
Ltd. ("HHI"), Hyundai Corporation ("HC") and Hyundai Merchant Marine Co., Ltd.
("HMM") hereby amend and supplement their Tender Offer Statement on Schedule
14D-1, as amended, relating to the Purchaser's offer (the "Offer") to purchase
any and all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Maxtor Corporation. HEI, HHI, HC and HMM also hereby amend and
supplement their Statement on Schedule 13D, as amended, relating to the Shares.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by adding
the following:
(b)-(c) On Friday, January 5, 1996 at 6:00 p.m. Eastern Standard Time,
Hyundai Electronics America completed and terminated its cash tender offer for
any and all outstanding shares of common stock of Maxtor Corporation. 32,044,065
Maxtor common shares were tendered and accepted for payment, (including 362,177
shares tendered subject to guarantees of delivery), representing 93.8 percent of
the outstanding Maxtor common shares.
(f) The information set forth in the joint press release issued by Hyundai
Electronics America and Maxtor on January 5, 1996, a copy of which is attached
hereto as Exhibit (a)(14) to the Schedule 14D-1 is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Joint Press Release, dated January 5, 1996 issued by Hyundai
Electronics America and Maxtor.
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SIGNATURE
After due 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.
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Dated: January 10, 1996 HYUNDAI ACQUISITION, INC.
By: /s/ Y.H. KIM
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Name: Y. H. Kim
Title: President and Chief Executive
Officer
HYUNDAI ELECTRONICS AMERICA
By: /s/ Y. H. KIM
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Name: Y. H. Kim
Title: President and Chief Executive
Officer
HYUNDAI ELECTRONICS INDUSTRIES CO., LTD.
By: /s/ Y.H. KIM
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Name: Y. H. Kim
Title: Authorized Agent
HYUNDAI HEAVY INDUSTRIES CO., LTD.
By: /s/ Y.H. KIM
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Name: Y. H. Kim
Title: Authorized Agent
HYUNDAI CORPORATION
By: /s/ Y.H. KIM
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Name: Y. H. Kim
Title: Authorized Agent
HYUNDAI MERCHANT MARINE CO., LTD.
By: /s/ Y.H. KIM
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Name: Y. H. Kim
Title: Authorized Agent
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EXHIBIT INDEX
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PAGE
EXHIBIT NUMBER EXHIBIT NAME NUMBER
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(a)(14) Joint Press Release, dated January 5, 1996. ............................
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HYUNDAI CONTACT:
Y.H. Kim, President & CEO
408 232 8000
MAXTOR EDITOR CONTACT:
Carol Cassara
408 432 4567
MAXTOR ANALYST CONTACT:
Rosanne Ramirez
408 432 4483
HYUNDAI AND MAXTOR ANNOUNCE
COMPLETION OF TENDER OFFER
SAN JOSE, CALIF. -- January 5, 1996 -- Hyundai Electronics America (HEA)
and Maxtor Corporation (NASDAQ:MXTR) today announced that HEA has completed its
cash tender offer for any and all outstanding shares of common stock of Maxtor
Corporation at $6.70 per share.
In the offer, which expired at 6:00 p.m. Eastern Standard Time on Friday,
January 5, 1996, 32,044,065 Maxtor common shares were tendered and accepted for
payment, (including 362,117 shares tendered subject to guarantees of delivery),
representing approximately 93.8 percent of the outstanding Maxtor common shares.
In addition, Hyundai owns 19,480,000 Maxtor Class A common shares.
As previously announced, the remaining Maxtor common shares will be
converted into the right to receive $6.70 per share in a merger between Maxtor
and a Hyundai subsidiary. Hyundai expects that the merger will be consummated
promptly pursuant to the short form merger provisions of Delaware law.
Y.H. Kim, HEA's chief executive officer and C.S. Park, Maxtor's chief
executive officer released the following joint statement: "We are pleased that
the transaction has been successfully completed. Hyundai is committed to
Maxtor's success and together Hyundai and Maxtor look forward to building the
company into a position of industry leadership."
Maxtor Corporation designs, manufacturers and markets hard disk drives.
Hyundai Electronics Industries Company, Ltd. (HEI) was founded in 1983.
Today it has become one of the largest semiconductor memory manufacturers in the
world. Combining many business divisions including computer systems,
telecommunications products, system ICs and optical components, Hyunai
Electronics America is a wholly owned subsidiary of HEI whose partner is the
Hyundai Business Group, Seoul, Korea. Hyundai is a nearly $70 billion
corporation involved in over 40 business areas ranging from steel fabrication,
petrochemicals, engineering and construction to automobiles, finance, insurance
and securities. Hyundai Electronics America is currently headquartered at 510
Cottonwood Drive, Milpitas, CA 95035.
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