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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7 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, Amendment No. 5 and Amendment No. 6 to
Schedule 14D-9 dated November 9, 1995, November 28, 1995, December 7, 1995,
December 20, 1995, December 28, 1995 and January 4, 1996, 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, Amendment No. 4, Amendment No. 5 and the Final Amendment to Schedule 14D-1
dated November 28, 1995, December 7, 1995, December 20, 1995, December 28, 1995,
January 4, 1996 and January 10, 1996, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by addition of the following:
Exhibit 31 Joint Press Release, dated January 5, 1996 issued by Hyundai
Electronics America and Maxtor Corporation.
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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.
January 10, 1996
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. ................................... *
</TABLE>
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<TABLE>
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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 Share-
holders 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 Not Applicable. ........................................................
Exhibit 28 Press Release, dated December 28, 1995 issued by Hyundai Electronics
America. ............................................................... *
Exhibit 29 Press Release, dated January 3, 1996 issued by Maxtor Corporation. ..... *
Exhibit 30 Credit Agreement between Maxtor Corporation and Hyundai Electronics
America dated December 29, 1995. ....................................... *
Exhibit 31 Joint Press Release, dated January 5, 1996 issued by Hyundai Electronics
America and Maxtor Corporation..........................................
</TABLE>
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* Previously filed.
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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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