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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 9, 1998
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Alumax Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-12374 13-2762395
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
3424 Peachtree Road, N.E., Suite 2100, Atlanta, GA 30326
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (404) 846-4600
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Page 1 of 5 Total Pages
Exhibit Index Located on Page 3
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Item 5. Other Events.
See the Registrant's press release, dated March 9, 1998, which is
attached hereto as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Ex-99 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Alumax Inc.
By: /s/ Helen M. Feeney
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Helen M. Feeney
Vice President & Corporate Secretary
Date: March 10, 1998
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EXHIBIT INDEX
Exhibit 99. Registrant's press release dated March 9, 1998. See page 4.
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EXHIBIT 99
ALCOA TO ACQUIRE ALUMAX INC.
PITTSBURGH AND ATLANTA, MARCH 9, 1998--Alcoa (NYSE: AA) and Alumax Inc.
(NYSE: AMX) today announced they have entered into a definitive agreement
under which Alcoa will acquire all outstanding shares of Alumax for a
combination of cash and stock.
Alcoa will commence the transaction with a cash tender offer for one-half
the outstanding Alumax shares at $50.00 per share. The second step will be a
merger in which each remaining outstanding Alumax share will be converted into
0.6975 of a share of Alcoa common stock. Based on the March 4, 1998 closing
price of Alcoa common stock, the transaction is valued at approximately $3.8
billion. It is intended that the Alcoa shares to be issued in the second step
merger will be tax-free to Alumax shareholders.
The combined company will have about 100,000 employees. It will operate
in 250 locations in 30 countries with estimated 1998 revenues of $17.0 billion.
In announcing the transaction, Allen Born, chairman and chief executive
officer of Alumax, and Paul H. O'Neill, chairman and chief executive officer of
Alcoa, said: "We are very pleased to announce this merger. It brings together
two companies whose activities are very complementary which will benefit
customers, employees and shareholders.
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"This combination will create economic efficiency for customers by saving
cost overlaps in management, marketing, transportation and research and
development while gaining additional new value through the combined technology
and operating know-how of the employees."
Both companies' Boards of Directors have approved the tender offer, which
is expected to commence Friday, March 13, 1998. It will be conditioned on the
expiration of antitrust waiting periods and other customary conditions. The
merger, which has also been approved by the Board of Directors of each company,
is subject to certain additional conditions, including approval by stockholders
of Alumax owning a majority of the Alumax shares and other customary
conditions. The stockholders' meeting to consider the merger is expected to be
held in the second quarter with a merger closing expected shortly thereafter.
BT Wolfensohn is serving as the financial advisor to Alumax and has
rendered a fairness opinion to Alumax's Board of Directors with respect to the
proposed transaction. Credit Suisse First Boston Corporation is serving as
financial advisor to Alcoa and will act as dealer manager in the tender offer.
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