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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(FINAL AMENDMENT)
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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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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This Final Amendment amends and supplements 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.
A total of 1,677,308 Shares were validly tendered and purchased pursuant to
the Offer at $77.00 per Share.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibit:
(a)(13) Text of Press Release issued by the Company on December 14, 1998.
1
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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 Final Amendment 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 15, 1998
2
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBITS PAGE
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(a) (13) Text of Press Release issued by the Company on December 14, 1998.........................
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Exhibit 9(a)(13)
[ALLIANT LETTERHEAD]
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 FINAL RESULTS OF
MODIFIED DUTCH AUCTION TENDER OFFER
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BOARD OF DIRECTORS AUTHORIZES OPEN MARKET
REPURCHASE PROGRAM FOR ADDITIONAL 1.1 MILLION SHARES
Minneapolis, Dec. 14, 1998 -- Alliant Techsystems (NYSE: ATK) said it
will purchase 1,677,308 shares of its common stock at $77 a share under its
recently completed modified "Dutch auction" tender offer. Payment for the shares
accepted in the tender will begin Dec. 15.
The shares to be purchased represent approximately 13.8 percent of the
company's shares outstanding immediately prior to the offer. After purchasing
the shares, the company will have approximately 10.5 million shares outstanding.
Alliant also said its board of directors has authorized a share
repurchase program covering up to 1.1 million additional shares. The shares may
be purchased from time to time in open market, block purchase, or privately
negotiated transactions at prices deemed appropriate by management, depending
upon market conditions and other factors. There can be no assurance as to how
many shares the company will repurchase or when they will be repurchased.
Purchase of the shares under the tender offer and the share repurchase
program will be funded from the company's credit facilities.
Peter A. Bukowick, president, acting chief executive officer, and chief
operating officer, said the ongoing repurchase of company stock is a key
strategy for increasing earnings per share and maximizing shareholder value.
-more-
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Alliant Techsystems - page 2
"The strategic use of cash and future cash flows for share repurchases
as well as acquisitions and internal investments is one of six building blocks
to grow earnings per share at an average annual rate of 15 percent," said
Bukowick. "The combination of our tender offer and the open market share
repurchase program is intended to accelerate the benefits of this building
block."
The prospects and expectations for share repurchases, earnings per
share growth, cash flows, acquisitions, and internal investments included in
this news release are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from anticipated results, including changes in governmental spending
and budgetary policies, economic conditions, the company's competitive
environment, the timing of awards and contracts, the outcome of contingencies,
including litigation and environmental remediation, and program performance, in
addition to other factors not listed.
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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