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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. 1)
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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. 1 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 March 18, 1998, an amended class action complaint was filed in Kwalbrun
v. Brown et al. The amended complaint adds the Purchaser as a defendant and
alleges, among other things, that the Schedules 14D-1 and 14D-9 purportedly fail
to disclose certain information necessary for the Company's stockholders to make
an informed decision regarding the Offer and the other transactions contemplated
by the Merger Agreement, including the following: (i) that the Schedule 14D-9
purportedly fails to disclose the efforts made (or not made) by the Board of
Directors of the Company to comply with their fiduciary duties to solicit
indications of interest or competing bids from third parties in the transactions
contemplated by the Merger Agreement, (ii) that no explanation or rationale is
offered for the individual defendants' purported failure to explore other
strategic alternatives, (iii) that the individual defendants purportedly fail to
disclose the Company's rationale in directing its financial advisor not to
conduct a formal auction of the Company or at least to solicit competing bids,
(iv) that purportedly none of the information contained in the various documents
relied upon by BT Wolfensohn in rendering its fairness opinion is provided to
stockholders or accounted for in the fairness opinion of BT Wolfensohn, (v) that
the Schedule 14D-9 and the fairness opinion purportedly fail to disclose what
evaluation methodologies were employed by BT Wolfensohn in rendering its
fairness opinion, (vi) that the Schedule 14D-1 purportedly fails to provide any
information about the Company's growth and profitability, and (vii) that the
Schedule 14D-9 purportedly fails to disclose any detailed or meaningful
information about certain employment agreements between the Company and certain
members of the Company's senior management. In addition, such amended complaint
alleges that the Merger Agreement purportedly creates disabling conflicts of
interest by conferring extraordinary benefits on the Company's senior
management, that the individual defendants allegedly failed to act in an
informed manner and to maximize stockholder value, and that the Parent allegedly
aided and abetted the breaches of fiduciary duty committed by the individual
defendants. The amended complaint seeks the same relief requested by the
plaintiffs in the original complaint.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following Exhibit:
15. Amended Class Action Complaint filed as of right pursuant to Rule 15(a)
in Kwalbrun v. Brown et al., Court of Chancery of the State of Delaware
in and for New Castle County, March 18, 1998 (incorporated by reference
to Exhibit (g)(2)(i) to the Schedule 14D-1/A filed by Aluminum Company of
America with the Securities and Exchange Commission on March 20, 1998
(File No. 1-3610)).
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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: March 20, 1998
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EXHIBIT INDEX
EXHIBIT PAGES IN SEQUENTIAL
NO. NUMBERING SYSTEM
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15. Amended Class Action Complaint filed as of right pursuant
to Rule 15(a) in Kwalbrun v. Brown et al., Court of
Chancery of the State of Delaware in and for New Castle
County, March 18, 1998 (incorporated by reference to
Exhibit (g)(2)(i) to the Schedule 14D-1/A filed by
Aluminum Company of America with the Securities and
Exchange Commission on March 20, 1998 (File No. 1-3610)).
