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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
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Alumax Inc.
(Name of Subject Company)
Alumax Inc.
(Name of Person(s) Filing Statement)
Common Stock, $0.01 par value
(Title of Class of Securities)
022197107
(CUSIP Number of Class of Securities)
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Helen M. Feeney
Alumax Inc.
3424 Peachtree Road, N.E., Suite 2100
Atlanta, Georgia 30326
Telephone: (404) 846-4600
Telecopier: (404) 846-4533
(Name, address and telephone number of Person Authorized to
Receive Notice and Communications on Behalf of
the Person(s) Filing Statement)
With copies to:
John Evangelakos, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Telecopier: (212) 558-3588
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This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (this "Amendment") relates to the offer by AMX Acquisition Corp.,
a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of
Aluminum Company of America, a Pennsylvania corporation (the "Parent"), to
purchase up to 27,000,000 shares of common stock, par value $.01 per share (the
"Shares"), of Alumax Inc., a Delaware corporation (the "Company"), at a price of
$50.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated March 13, 1998
(the "Offer to Purchase") and in the related Letter of Transmittal (which
together constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by inserting the following
paragraphs at the end of that Item.
The Parent, as the ultimate parent entity of the Purchaser, announced
today that it had received a request for additional information (a "Second
Request") from the Antitrust Division of the United States Department of Justice
(the "Antitrust Division") under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), with respect to the proposed
acquisition of the Company by the Parent for a combination of cash and Parent
Common Stock. A Second Request extends the waiting period under the HSR Act
until ten days after the request is substantially complied with, and no purchase
of Shares may be consummated until the waiting period expires. The Company
received a civil investigative demand seeking further information, but its
response does not affect the waiting period under the HSR Act. The Merger
Agreement provides that so long as it is in effect and any applicable period
under the HSR Act has not expired, the Purchaser is obligated to extend the
Offer from time to time for a period or successive periods, each not to exceed
ten business days after the previously scheduled Expiration Date.
Following receipt of the civil investigative demand referred to above
the Company issued a press release on April 1, 1998, a copy of which is filed
herewith as Exhibit 16 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following Exhibit:
16. Press Release issued by the Company on April 1, 1998.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
ALUMAX INC.
By:/s/ Helen M. Feeney
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Name: Helen M. Feeney
Title: Vice President
and Corporate Secretary
Dated: April 1, 1998
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EXHIBIT INDEX
EXHIBIT PAGES IN SEQUENTIAL
NO. NUMBERING SYSTEM
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16. Press Release issued by the Company on April 1, 1998.
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Exhibit 16
Contacts: Thomas R. Hagley
Director, Public Affairs
(404) 846-4642 Fax: (404) 846-4691
R. Daniel Loh
Alumax Inc.
(404) 846-4752 Fax: (404) 846-4691
ALUMAX TO COMPLY WITH REQUEST FOR
ADDITIONAL INFORMATION FROM DOJ
ATLANTA, April 1, 1998 -- Alumax Inc. (NYSE: AMX; Toronto: AXI)
announced today that it has received a civil investigative demand from the
Department of Justice (DOJ) seeking information and documents about the company
in connection with Aluminum Company of America's (Alcoa; NYSE:AA) previously
announced acquisition of Alumax.
On March 13, 1998 Alcoa commenced a cash tender offer for one-half of
the outstanding Alumax shares at $50 per share. The second step of the
transaction will be a merger in which each of the remaining 50 percent of the
outstanding Alumax shares will be converted into 0.6975 of a share of Alcoa
common stock. In the event less than one-half of the Alumax shares are tendered,
the remaining shares will be exchanged in the merger for a combination of cash
and Alcoa common stock on a pro rata basis.
The tender offer is conditioned on the expiration of the
Hart-Scott-Rodino waiting period and other customary conditions. The merger is
also subject to customary conditions, including approval by the stockholders of
Alumax owning a majority of Alumax shares.
Alumax said that it intends to cooperate with the Department of Justice
and respond to the civil investigative demand as quickly as possible.
Alumax is a world leader in aluminum with assets of more than $3.4
billion and 1997 revenues of more than $2.9 billion.
