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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) June 16, 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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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
On June 16, 1998, Aluminum Company of America, a Pennsylvania corporation
("Alcoa"), through its wholly owned subsidiary, AMX Acquisition Corp., a
Delaware corporation (the "Purchaser"), accepted for payment an aggregate of
27,540,000 shares of common stock, par value $0.01 per share (the "Shares"), of
Alumax Inc., a Delaware corporation ("Alumax" or the "Company"), pursuant to the
Purchaser's tender offer for the Shares at a price of $50.00 per Share, net to
the seller in cash (the "Offer"). The Offer was made pursuant to an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of March 8, 1998, by and
among Alcoa, the Purchaser and the Company which provides for, among other
things, the two-step acquisition of the Company through the Offer, followed by a
merger of the Company with and into the Purchaser (the "Merger").
The Shares purchased pursuant to the Offer constitute approximately 51
percent of the issued and outstanding shares of the Company's common stock. At
the effective time of the Merger, each issued and outstanding share of Alumax
common stock (other than shares purchased in the Offer or otherwise owned by
Alcoa, the Purchaser, Alumax or any of their respective subsidiaries, as well as
dissenting shares) will be converted into, and become exchangeable for, the
right to receive 0.6975 of a share of Alcoa common stock, par value $1.00 per
share.
The aggregate purchase price for the Shares purchased pursuant to the Offer
was $1,377,000,000. The Purchaser received all of the funds necessary to
purchase the Shares through capital contributions or advances made by Alcoa.
Alcoa obtained such funds from cash on hand and by issuing $200 million of
seven-year term debt at 6.16%, $250 million of twenty-year term debt at 6.60%
and $775 million of commercial paper at a rate of 5.60%.
Effective on the purchase of the Shares, Alumax board of directors elected
11 new directors, all of whom were designated by Alcoa and are officers of
Alcoa. The 11 new directors constitute a majority of the 21-member Alumax board.
They are: George E. Bergeron, Michael Coleman, Richard L. Fischer, L. Patrick
Hassey, Patricia L. Higgins, Richard B. Kelson, Frank L. Lederman, G. John
Pizzy, Lawrence R. Purtell, Robert F. Slagle and G. Keith Turnbull. The Alumax
board also elected George E. Bergeron, an executive vice president of Alcoa, as
president and chief executive officer of the Company. He succeeds Thomas G.
Johnston as president. Mr. Johnston has retired. Allen Born, formerly chairman
and chief executive officer of Alumax, will remain as chairman of the Company's
board through the effective time of the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Agreement and Plan of Merger, dated as of March 8, 1998, by and among
Aluminum Company of America, AMX Acquisition Corp. and Alumax Inc. (filed as
Exhibit 99.3 to the Company's Schedule 14D-9, dated March 13, 1998, and
incorporated herein by reference).
99.2 Alumax Inc. Press Release dated June 17, 1998.
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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: June 26, 1998
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EXHIBIT INDEX
Exhibit 99.1 Agreement and Plan of Merger, dated as of March 8, 1998, by
and among Aluminum Company of America, AMX Acquisition Corp.
and Alumax Inc. (filed as Exhibit 99.3 to the Company's
Schedule 14D-9, dated March 13, 1998, and incorporated
herein by reference).
Exhibit 99.2 Alumax Inc. Press Release dated June 17, 1998.
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EXHIBIT 99.2
ALUMAX EXPANDS BOARD; ELECTS GEORGE E. BERGERON
AS PRESIDENT AND CEO
ATLANTA, GA.--JUNE 17, 1998--Alumax Inc. (NYSE: AMX; Toronto: AXI) today
announced that its board of directors elected 11 new directors, all of whom
were designated by Alcoa (NYSE:AA) and are officers of Alcoa.
The 11 new directors will constitute a majority of the 21-member Alumax
board.
They are:
- George E. Bergeron, executive vice president;
- Michael Coleman, vice president, Alcoa and president, Alcoa Rigid
Packaging;
- Richard L. Fischer, executive vice president and chairman's counsel;
- L. Patrick Hassey, vice president, Alcoa and president, Alcoa Europe;
- Patricia Higgins, vice president and chief information officer;
(MORE)
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- Richard B. Kelson, executive vice president and chief financial
officer;
- Frank L. Lederman, vice president and chief technical officer;
- G. John Pizzey, vice president, Alcoa and president, Alcoa World
Alumina;
- Lawrence R. Purtell, executive vice president, environment, health
and safety and general counsel;
- Robert F. Slagle, executive vice president, human resources and
communications; and
- G. Keith Turnbull, executive vice president, Alcoa Business Systems.
The Alumax board also elected George E. Bergeron as president and chief
executive officer. He was formerly head of Alcoa's Rigid Packaging business
unit, one of Alcoa's largest units, which produces aluminum sheet for the
beverage and food can industries and manages Alcoa's aluminum can recycling
activities.
Mr. Bergeron succeeds Thomas G. Johnston as president. Mr. Johnston is
retiring.
Allen Born, formerly chairman and CEO of Alumax, remains as chairman of the
board through the conclusion of the special stockholders' meeting which is
expected to be held in late July to vote on the merger with Alcoa.
Alcoa accepted for purchase 51 percent of outstanding Alumax common stock,
at the expiration of its tender offer at 5 P.M. E.D.T. on June 16, 1998.
Alumax is a world leader in aluminum with assets of $3.4 billion and 1997
revenues of more than $2.9 billion.
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