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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. 3)
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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
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. 3 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
paragraph at the end of that Item.
On May 22, 1998, the Parent and the Company issued a joint press release
announcing that the Parent has provided the Antitrust Division with additional
information requested under the HSR Act in connection with the Offer and the
Merger and believes that it is now in substantial compliance with that request.
The Company also announced that it has sent to the Antitrust Division the final
submission of additional information requested by the civil investigative demand
it received from the Antitrust Division with regard to the Offer and the Merger
and, upon receipt by the Antitrust Division of this submission, the Company
believes it will have fully responded to the Antitrust Division's request. In
addition, the Parent has agreed with the Antitrust Division that it will not
close the Offer prior to June 15, 1998 in order for the Antitrust Division to
complete its review. A copy of the joint press release issued by the Parent and
the Company with respect to the foregoing is attached hereto as Exhibit 17 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:
17. Joint Press Release issued by the Parent and the Company on May 22,
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: May 22, 1998
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EXHIBIT INDEX
EXHIBIT PAGES IN SEQUENTIAL
NO. NUMBERING SYSTEM
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17. Joint Press Release issued by the Parent and the
Company on May 22, 1998.
Exhibit 17
Contacts: Bonita A. Cersosimo
Alcoa
(412) 553-4462
R. Daniel Loh
Alumax Inc.
(404) 846-4752 Fax: (404) 846-4691
ALCOA AND ALUMAX RESPOND TO DOJ REQUEST FOR ADDITIONAL INFORMATION; ALCOA
EXTENDS TENDER OFFER
ATLANTA AND PITTSBURGH, May 22, 1998 -- Alcoa (NYSE: AA) announced today
that it has provided the Department of Justice (DOJ) with additional information
requested under the Hart-Scott-Rodino Act in connection with Alcoa's acquisition
of Alumax (NYSE: AMX) and believes that it is now in substantial compliance with
that request.
Alumax also announced today that it has sent to the DOJ the final
submission of additional information requested by the previously announced civil
investigative demand, as modified, under the Hart-Scott-Rodino Act in connection
with the acquisition. Upon receipt by the DOJ of this submission, Alumax
believes that it will have fully responded to the DOJ's request.
Alcoa also said that it has agreed with the DOJ that it will not close its
currently pending acquisition of Alumax prior to June 15, 1998 in order for the
DOJ to complete its review.
In light of its agreement with the DOJ, Alcoa has extended the expiration
date of its cash tender offer for up to 27 million shares of Alumax common stock
at a price of $50 per share to midnight, EDT, on Monday, June 15, 1998. The
offer had previously been scheduled to expire on Friday, June 5, 1998. As of the
close of business on May 21, the number of shares of Alumax common stock that
had been validly tendered and not withdrawn was 19,642,503.