ALUMAX INC
SC 14D9/A, 1998-05-27
PRIMARY PRODUCTION OF ALUMINUM
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------


                                SCHEDULE 14D-9/A

                SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
             SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 3)

                           ---------------------------


                                   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)

                      ------------------------------------


                                 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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<PAGE>



     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.



<PAGE>



                                    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
                                       ----------------------------------------
                                             Name:   Helen M. Feeney
                                            Title:   Vice President
                                                     and  Corporate Secretary


Dated: May 22, 1998



<PAGE>



                                  EXHIBIT INDEX


EXHIBIT                                                      PAGES IN SEQUENTIAL
  NO.                                                        NUMBERING SYSTEM
- -------                                                      -------------------

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.



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