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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
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AMENDMENT NO. 3
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
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COMMISSION FILE NUMBER 1-12374
ALUMAX INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 13-2762395
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
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3424 PEACHTREE ROAD, N.E., SUITE 2100
ATLANTA, GEORGIA 30326
(PRINCIPAL EXECUTIVE OFFICES)
TELEPHONE NUMBER: (404) 846-4600
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS: ON WHICH REGISTERED:
Common Stock, $0.01 par value per share New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
Indicate by check mark whether the registrant(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of June 16, 1998, 53,920,420 shares of the common stock of the
registrant were issued and outstanding. The aggregate market value of the common
stock held by non-affiliates of the registrant was $2,537,629,766 as determined
by the June 16, 1998 closing price of $47.0625 for one share of common stock on
the New York Stock Exchange.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of Alumax
Set forth below is certain information concerning the current Directors of
the Company.
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AGE AT
NAME OF DIRECTOR 6/16/98 BUSINESS EXPERIENCE
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L. Don Brown......................... 52 Mr. Brown has been Senior Vice President,
Operations/ Technology of Coors Brewing Company
since August 1996. For more than five years prior
thereto, he held various executive and senior
operations positions within the Kraft Foods
organization, most recently serving as Senior
Vice President, Manufacturing and Engineering.
Mr. Brown has been a Director of the Company
since 1994.
James C. Huntington, Jr. ............ 70 Mr. Huntington has been an independent businessman
for more than five years. He is also a director of
Dravo Corporation and Westinghouse Air Brake
Company. Mr. Huntington has been a Director of
the Company since 1993.
W. Loeber Landau..................... 66 Mr. Landau has been a partner of Sullivan &
Cromwell for more than five years. He has been a
Director of the Company since 1993.
Allen Born........................... 64 Mr. Born has been a Director of the Company since
1985 and Chairman of the Board since April 1993.
He served as Chairman and Chief Executive Officer
of Alumax from November 1993 to June 16, 1998. He
was also Co-Chairman of Cyprus Amax Minerals
Company from November 1993 to November 1995 and
Vice Chairman of that company from November 1995
to May 1996. For more than five years prior to
November 1993, he had been Chief Executive
Officer of AMAX Inc. ("Amax") and also served as
Chairman of that company from June 1988 to
November 1993. Mr. Born is also a director of
Amax Gold Inc., AK Steel Holding Corporation,
Cyprus Amax Minerals Company and Inmet Mining
Corporation.
Paul W. MacAvoy...................... 63 Mr. MacAvoy has been Williams Brothers Professor of
Management Studies at the Yale School of
Management since January 1991 and served as Dean
of such institution from July 1992 to July 1994.
He is also a director of Lafarge Corporation. Mr.
MacAvoy has been a Director of the Company since
1993.
Anne Wexler.......................... 68 Ms. Wexler has been Chairman and Chief Executive
Officer of The Wexler Group for more than five
years. She is also a director of Comcast
Corporation, the Dreyfus Index Funds, the Dreyfus
Mutual Funds, NOVA Corporation, Wilshire Asset
Management, the New England Electric System and
Wilshire Target Funds, Inc. Ms. Wexler has been a
Director of the Company since 1994.
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AGE AT
NAME OF DIRECTOR 6/16/98 BUSINESS EXPERIENCE
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Harold Brown......................... 70 Mr. Brown has been Counselor to the Center for
Strategic and International Studies since July 1992
and a partner of Warburg, Pincus & Co. since May
1990. He is also a director of Cummins Engine
Company, Inc., Evergreen Holdings, Inc.,
International Business Machines Corporation,
Mattel Inc., and Philip Morris Companies Inc. Mr.
Brown has been a Director of the Company since
1993.
Peter J. Powers...................... 54 Mr. Powers has been Chairman of High View Capital
Corporation since September 1996. He was First
Deputy Mayor of New York City from January 1994
to August 1996. Prior to January 1994, Mr. Powers
was engaged in the private practice of law. He is
also a director of Alliance Capital Technology
Fund, the Nile Growth Fund and Middle East
Opportunity Fund. Mr. Powers has been a Director
of the Company since March 1998.
Pierre Des Marais II................. 64 Mr. Des Marais has been President and Chief
Executive Officer of Unimedia Inc. for more than
five years. He is also a director of Hollinger
Inc., Imperial Oil Limited, Ouimet-Cordon Bleu
Inc., Rothman's Inc., St. Lawrence Cement Inc.
and Suzy Shier Limited. Mr. Des Marais has been a
Director of the Company since 1993.
J. Dennis Bonney..................... 67 Mr. Bonney was, for more than five years prior to his
retirement in December 1995, a Vice Chairman
of Chevron Corporation. He is also a director
of United Meridian Corporation, Aeronovel USA,
Inc. and Chicago Bridge and Iron, N.V. Mr. Bonney
has been a Director of the Company since 1996.
George E. Bergeron................... 56 Mr. Bergeron has been an Executive Vice President of
Aluminum Company of America ("Alcoa") since January
1998 and is responsible for corporate growth
initiatives for such company. Prior thereto, he had
been President of Alcoa's Rigid Packaging Division
since 1991.
Michael Coleman...................... 47 Mr. Coleman has been a Vice President of Alcoa and
President of its Rigid Packaging Division since
January 1998. Prior thereto, he had been President of
North Star Steel ("North Star") from 1996 through 1997,
Executive Vice President-Operations of North Star from
1994 to 1996 and Vice President-Operations from 1993 to 1994.
Richard L. Fischer................... 61 Mr. Fischer has been Executive Vice President-Chairman's
Counsel of Alcoa for more than five years.
L. Patrick Hassey.................... 52 Mr. Hassey has been a Vice President of Alcoa for more
than five years and President-Alcoa Europe from
November 1997. Prior thereto, he had been President
of Alcoa's Aerospace/Commercial Rolled Products
business unit for more than five years.
Patricia L. Higgins.................. 48 Ms. Higgins has been Vice President and Chief Information
Officer of Alcoa since January 1997. Prior thereto, she
had been President of the Communications Market Sector
Group of Unisys Corporation from 1995 and Group Vice
President, Manhattan Market Area, of Nynex Corporation
from 1991. Ms. Higgins is also a director of The Williams
Companies, Inc. and Fleet Bank, N.A.
Richard B. Kelson.................... 51 Mr. Kelson has been Executive Vice President and Chief Financial
Officer of Alcoa since May 1997. Prior thereto, he had been
Executive Vice President and General Counsel of Alcoa since
May 1994 and Senior Vice President-Environment, Health and
Safety from 1991.
Frank L. Lederman.................... 48 Dr. Lederman has been a Vice President of Alcoa since May 1995
and Chief Technical Officer since December 1995. Prior to
May 1995, he had been Senior Vice President and Chief Technical
Officer of Noranda, Inc., a company he joined in 1988.
G. John Pizzey....................... 52 Mr. Pizzey has been a Vice President of Alcoa since 1996 and
President-Alcoa World Alumina since November 1997. Prior thereto,
he had been President of the Primary Metals Division of Alcoa
from 1995, President of Alcoa's Bauxite and Alumina Division
from 1994 and Executive Director - Victoria Operations for Alcoa
of Australia and Managing Director of Portland Smelter Services
from 1986.
Lawrence R. Purtell.................. 51 Mr. Purtell has been Executive Vice President-Environment, Health and
Safety and General Counsel of Alcoa since November 1997. Prior
thereto, he had been Senior Vice President, General Counsel and
Secretary of Koch Industries, Inc. from 1996 and Senior Vice President,
General Counsel and Secretary of McDermott International, Inc. from
1993 to 1996.
Robert F. Slagle..................... 57 Mr. Slagle has been Executive Vice President-Human Resources and
Communications of Alcoa since November 1997. Prior thereto, he had
been a Vice President of Alcoa for more than five years, President
of Alcoa World Alumina from 1996 and Managing Director-Alcoa of
Australia Limited from 1991.
G. Keith Turnbull.................... 62 Mr. Turnbull has been Executive Vice President-Alcoa Business System since
January 1997. Prior thereto, he had been Executive Vice President-
Strategic Analysis/Planning and Information of Alcoa since 1991.
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The Board of Directors is divided into three classes with the term of one
class expiring at each annual meeting of stockholders. The terms of office of
Messrs. Bergeron, L. Don Brown, Huntington, Kelson, Landau, Pizzey, Powers and
Purtell will expire at the Company's annual meeting of stockholders to be held
in 1998, the terms of office of Messrs. Born, Coleman, Fischer, Hassey and
MacAvoy and of Ms. Higgins and Ms. Wexler will expire at the Company's annual
meeting of stockholders to be held in 1999 and the terms of office of Messrs.
Bonney, Harold Brown, Des Marais, Lederman, Slagle and Turnbull will expire at
the Company's annual meeting of stockholders to be held in 2000.
Executive Officers of Alumax
As of June 16, 1998, the names, offices with the Company, ages and years
of service as an officer of all Executive Officers of the Company were as
follows:
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Years as
Name Office Age Officer
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George E. Bergeron President, Chief Executive Office and Director 56 --
Allen Born Chairman of the Board 64 4
Jay M. Linard Senior Vice President and Group Executive 52 1
Robert P. Wolf Senior Vice President and General Counsel 54 8
Michael T. Vollkommer Vice President and Chief Financial Officer 40 4
Christian A. Carrington Vice President, Strategic Planning and Corporate
Development 48 --
Helen M. Feeney Vice President and Corporate Secretary 57 4
Philip Gaetano Vice President, Human Resources and Administration 38 --
Eugene R. Greenberg Vice President 59 1
Kevin J. Krakora Vice President and Controller 42 --
Thomas L. Gleason Treasurer 46 1
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There are no family relationships, by blood, marriage or adoption,
between the above officers. All officers are elected until the next annual
meeting of the Board of Directors or until their respective successors are
chosen and qualified. There is no arrangement or understanding between any of
the above officers and any other person pursuant to which he or she was selected
as an officer.
The principal occupations and positions for the past five years of each of
the Executive Officers of the Company are as follows:
MR. BERGERON has been President, Chief Executive Officer and a Director of
the Company since June 16, 1998. He has also been an Executive Vice President
of Alcoa since January 1998 and is responsible for corporate growth initiatives
for such company. Prior to January 1998, he had been President of Alcoa's Rigid
Packaging Division since 1991.
MR. BORN has been a Director of the Company since 1985 and Chairman of the
Board since April 1993. He served as Chairman and Chief Executive Officer of
Alumax from November 1993 to June 16, 1998. For more than five years prior to
November 1993, he had been Chief Executive Officer of Amax and also served as
Chairman of that company from June 1988 to November 1993. Mr. Born was also
Co-Chairman of Cyprus Amax Minerals Company from November 1993 to November 1995
and Vice Chairman of that company from November 1995 to May 1996.
MR. LINARD has been a Senior Vice President of Alumax since September 1997,
after having been a Vice President since December 1996. He was designated Group
Executive for the Company's semi-fabricated businesses in December 1997. Mr.
Linard has also been President of Alumax Extrusions, Inc., a wholly owned
subsidiary of the Company, for more than five years.
MR. WOLF has been Senior Vice President and General Counsel of Alumax
since March 1997, after having been Vice President and General Counsel for more
than five years. He also served as Secretary of Alumax from November 1989 to
November 1993.
MR. VOLLKOMMER has been Vice President and Chief Financial Officer of
Alumax since December 1997, after having been Vice President, Strategic Planning
and Corporate Development since June 1997. Prior thereto, he had been a Vice
President of Alumax since December 1995 and Controller since February 1994.
Prior to joining the Company in January 1994, Mr. Vollkommer served as Director
of Accounting at Amax from December 1992.
MR. CARRINGTON has been Vice President, Strategic Planning and Corporate
Development since January 1998. Prior thereto, he developed and managed the
Latin American corporate finance advisory practices at both Ernst & Young and
Coopers & Lybrand for more than five years.
MRS. FEENEY has been Vice President and Corporate Secretary of Alumax since
November 1993. For more than five years prior thereto, she had been Corporate
Secretary of Amax.
MR. GAETANO has been Vice President, Human Resources and Administration
since January 1998. Prior thereto, he held various executive and senior
managerial positions in the human resources field at Marcam Corporation from
March 1996 to March 1997, Fisher Scientific International from January 1995 to
February 1996, GE Capital Corporation from July 1994 to December 1994 and Dun &
Bradstreet Corporation from May 1993 to June 1994.
MR. GREENBERG has been a Vice President of Alumax since December 1996 and
President of Alumax Materials Management, Inc., a wholly owned subsidiary of the
Company, since September 1996. Before joining Alumax in February 1996, Mr.
Greenberg was Vice President -- Materials of Commonwealth Aluminum Company from
1991.
MR. KRAKORA has been Vice President and Controller of Alumax since June
1997, after having been Vice President, Finance of Kawneer Company, Inc., a
wholly owned subsidiary of the Company, from 1994. Prior thereto, he served four
years as the Director of Finance and later Vice President and Controller for
Liebert Customer Service and Support, a division of Emerson Electric Co.
MR. GLEASON has been Treasurer of the Company since November 1996. For more
than five years prior thereto, he held various executive and managerial
positions with Royal Bank of Canada, most recently serving as Vice President of
Corporate Banking for the Eastern region of the United States.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors and Executive Officers and the beneficial owners of more
than ten percent of the Company's common stock, par value $0.01 per share (the
"Common Stock"), to file with the Securities and Exchange Commission (the
"Commission") initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Because of the
complexity of the reporting rules, the Company has assumed responsibility for
preparing and filing all reports required to be filed under Section 16(a) by the
Directors and Executive Officers. The Company believes that during the last
fiscal year it complied with all Section 16 filing requirements applicable to
its Directors and Executive Officers.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on June 26, 1998.
Alumax Inc.
By /s/ HELEN M. FEENEY
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HELEN M. FEENEY
Vice President and Secretary
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