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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(AMENDMENT NO. 2)
ALLIANT TECHSYSTEMS INC.
(Name of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
------------------------------
018804 10 4
(CUSIP Number of Class of Securities)
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DARYL L. ZIMMER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
ALLIANT TECHSYSTEMS INC.
600 SECOND STREET, N.E.
HOPKINS, MINNESOTA 55343
(612) 931-6140
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
ROBERT A. PROFUSEK, ESQ.
JERE R. THOMSON, ESQ.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
November 6, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$215,600,000* $43,120
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* Calculated solely for purposes of determining the filing fee in accordance
with Section 13(e)(3) of the Securities Exchange Act of 1934 and Rule O-11
thereunder. This amount assumes the purchase of 2,800,000 shares of Common
Stock at $77 per share.
/ / Check box if any part of the fee is offset as provided by Rule O-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number on the Form or
Schedule and the date of its filing.
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<S> <C>
Amount previously paid: $43,120 Filing party: Alliant Techsystems Inc.
Form or registration no.: Schedule 13E-4 Date filed: November 6, 1998
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The Issuer Tender Offer Statement on Schedule 13E-4, dated as of November 6,
1998 (the "Issuer Tender Offer Statement"), relating to the offer by Alliant
Techsystems Inc. (the "Company") to purchase 2,800,000 shares (or such lesser
number of shares as are properly tendered) of its Common Stock, par value $.01
per share (the "Shares"), at prices not in excess of $77.00 nor less than $67.00
net per Share in cash upon the terms and subject to the conditions set forth in
the Offer to Purchase dated November 6, 1998, and in the related Letter of
Transmittal (or similar materials distributed to participants in the Company's
stock plans), which together constitute the "Offer," is hereby amended to
incorporate the information included in the exhibit referred to below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibit:
(a)(12) Text of Press Release issued by the Company on December 9, 1998.
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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 Amendment No. 2 to the Schedule 13E-4 is true,
complete and correct.
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ALLIANT TECHSYSTEMS INC.
By: /s/ DARYL L. ZIMMER
-----------------------------------------
Daryl L. Zimmer
VICE PRESIDENT AND
GENERAL COUNSEL
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December 9, 1998
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBITS PAGE
- -------------------- -----------------
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(a) (12) Text of Press Release issued by the Company on December 9, 1998..........................
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Exhibit 9(a)(12)
For Immediate Release
Media Contact: Investor Contact:
Rod Bitz Richard N. Jowett
Phone: 612-931-5413 Phone: 612-931-6080
E-mail: [email protected] E-mail: [email protected]
ALLIANT TECHSYSTEMS ANNOUNCES PRELIMINARY
RESULTS OF MODIFIED DUTCH AUCTION TENDER OFFER
Minneapolis, Dec. 9, 1998 -- Alliant Techsystems (NYSE: ATK) today
announced the preliminary results of its modified "Dutch auction" tender offer,
which expired Tuesday, Dec. 8, at 5:00 p.m., New York City time. The offer,
which commenced on Nov. 6, was for the purchase of up to 2.8 million shares of
the company's common stock at a price range of $67 to $77 per share.
Based on the preliminary count by the depositary for the offering and
subject to final verification, 1,677,034 shares have been validly tendered and
not withdrawn at or below $77 per share, including approximately 300,000 shares
tendered through guaranteed delivery procedures. All shares tendered will be
purchased at a price of $77 per share.
Peter A. Bukowick, president, acting chief executive officer, and chief
operating officer, said, "The fact that the offer was under subscribed indicates
that most of the company's shareholders are currently unwilling to sell their
shares even at $77 per share, the high end of the tender offer range. We believe
that's a very positive message. The total number of shares tendered represents
approximately 13.7 percent of our outstanding shares. We are pleased with the
outcome of the tender offer."
The determination of the actual purchase price and number of shares to
be purchased is subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure.
Alliant expects to announce the definitive results of the tender offer
and accept all shares tendered for payment as soon as is practicable. The
company will utilize funds from its credit facilities to purchase the tendered
shares.
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Alliant Techsystems is a $1.1 billion aerospace and defense company
with approximately 6,300 employees. Headquartered in Hopkins, Minn., the
company's business groups are Conventional Munitions, Space and Strategic
Systems, and Defense Systems. Company news and information can be found on the
Internet at www.atk.com.
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