SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Final Amendment (Amendment No. 2)
to Schedule 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
CasTech Aluminum Group Inc.
(Name of Subject Company)
CALC Corporation
(Bidder)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
148380108
(CUSIP Number of Class of Securities)
Mark V. Kaminski
President and Chief Executive Officer
Commonwealth Aluminum Corporation
1200 Meidinger Tower
Louisville, KY 40202
(502) 589-8100
Copy to:
Joseph B. Frumkin
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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14D-1
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CALC Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
TO ITEM 2(e) or 2(f) |_|
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
Approximately 12,650,418 shares of common stock, par value $0.01 per
share
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 98%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
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Page 2 of Pages
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14D-1
================================================================================
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Commonwealth Aluminum Corporation
13-3245741
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
TO ITEM 2(e) or 2(f) |_|
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 12,650,418 shares of common stock, par value $0.01 per share
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 98%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
================================================================================
Page 3 of Pages
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This Final Amendment (Amendment No. 2) is filed by CALC Corporation, a
Delaware corporation (the "Purchaser") and wholly-owned subsidiary of
Commonwealth Aluminum Corporation (the "Parent"), to amend its Tender Offer
Statement on Schedule 14D-1 filed on August 22, 1996 (the "Schedule 14D-1"),
as previously amended, relating to shares of common stock, par value $0.01 per
share, of CasTech Aluminum Group Inc. Capitalized terms used herein and not
defined shall have the meanings set forth in the Offer to Purchase, dated
August 22, 1996, filed as Exhibit (a)(1) to the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
On September 20, 1996, the Purchaser accepted for payment all of the
approximately 12,650,418 Shares which were validly tendered pursuant to the
Offer and not withdrawn, including 201,385 Shares tendered pursuant to Notices
of Guaranteed Delivery.
Item 11. Material to be Filed as Exhibits.
Exhibit (a)(9) Press Release, dated September 20, 1996.
Page 4 of Pages
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Exhibit Index
Exhibit Number Description Page Number
(a)(9) Press Release, dated September 20, 1996
Page 5 of Pages
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 20, 1996
COMMONWEALTH ALUMINUM CORPORATION
By: /s/ Donald L. Marsh, Jr.
Name: Donald L. Marsh, Jr.
Title: Vice President Finance and Chief
Financial Officer
CALC CORPORATION
By: /s/ Donald L. Marsh, Jr.
Name: Donald L. Marsh, Jr.
Title: Vice President Finance and Chief
Financial Officer
Page 6 of Pages
Contact: Henry E. Ford
Manager, Investor Relations
(502) 295-5372
FOR IMMEDIATE RELEASE
COMMONWEALTH ALUMINUM COMPLETES
TENDER OFFER FOR CASTECH ALUMINUM
------------------
NEW MANAGEMENT STRUCTURE IMPLEMENTED WITH THE
CREATION OF FOUR EXECUTIVE VICE PRESIDENT POSITIONS
LOUISVILLE, Kentucky (September 20, 1996) - Commonwealth Aluminum
Corporation (Nasdaq/NM: CALC) today announced that it has completed its
previously announced tender offer for CasTech Aluminum Group Inc. (NYSE: CTA).
The Company reported that 12,650,418 shares of CasTech common stock, or
approximately 98% of the total number outstanding, were tendered at a price of
$20.50 per share in cash. Of these, 201,385 shares were subject to Guaranteed
Delivery.
Commonwealth said it expects to complete the acquisition of CasTech by
merger of CALC Corporation into CasTech in which the remaining shares of CasTech
common stock will be converted into the right to receive $20.50 per share.
Commonwealth also announced that it has closed the financing for the
purchase of the CasTech shares, repayment of outstanding Commonwealth and
CasTech borrowings, and payment of transaction expenses. It obtained the funds
through a $325 million credit facility led by NatWest Markets and a $125 million
private placement of 10-3/4% senior subordinated notes due 2006.
Commenting on the successful completion of the tender offer and related
financing, Mark V. Kaminski, Commonwealth's President and Chief Executive
Officer, said, "We are very excited about the strategic opportunities created by
this merger. The acquisition of CasTech by Commonwealth creates the largest
independent aluminum rolling operation in the United States. Our combined
operations provide current capacity for more than one billion pounds of aluminum
sheet. We are looking forward to integrating Commonwealth and CasTech to serve
our customers better, develop new opportunities for our employees, and create
greater value for our shareholders. This transaction also positions us for
greater efficiency and further growth.
"We now have plants in three states, strategically located across the
country, which utilize both the direct-chill and continuous casting processes,"
he continued. "We expect that these capabilities and the broader product lines
made possible through different casting technologies will strengthen our
position in the industry, create new market opportunities domestically and
internationally, and help us maintain a cost structure that has traditionally
been among the lowest in the industry." Kaminski noted in particular that the
acquisition of CasTech's ALFLEX Division provides additional growth
opportunities in the flexible conduit, cable and electrical products markets.
Kaminski said the acquisition is expected to be accretive to Commonwealth's
earnings in the first full year of combined operations. In addition, he said the
Company's larger size, increased product and market diversification, and
enhanced technological capabilities are expected to reduce earnings volatility
in the future.
For the last fiscal year, Commonwealth and CasTech reported combined net
sales of almost $1.1 billion. Shipments for the two companies exceeded 900
million pounds of aluminum sheet and over 475 million feet of electrical wiring
products. Commonwealth now employs approximately 2,000 people.
Kaminski also announced that, in connection with the acquisition of
CasTech, the Company has implemented a new senior management structure involving
the creation of four Executive Vice President positions.
<PAGE>
CALC Completes Acquisition of CasTech Aluminum
Page 2
September 20, 1996
o Robert D. Lloyd, age 62, joins Commonwealth as Executive Vice President and
Chief Operating Officer, responsible for the Company's ALFLEX division.
Lloyd, who joined CasTech in 1991, has been in charge of this division for
five years.
o Roderick Macdonald, age 48, becomes Executive Vice President, Corporate
Systems. Macdonald, who has been with Commonwealth since 1994, was
previously Vice President, Human Resources.
o Donald L. Marsh, Jr., age 50, becomes Executive Vice President and Chief
Financial Officer. Marsh, who joined Commonwealth in 1996, was previously
Vice President, Finance and Chief Financial Officer.
o Fred N. Mudge, age 63, will join Commonwealth in October as Executive Vice
President and Chief Operating Officer, responsible for all of the Company's
aluminum sheet operations. Mudge presently is Secretary of the Kentucky
Transportation Cabinet, which oversees the operation of the state's
transportation systems. Prior to joining the Cabinet, he was President and
Chief Executive Officer of Logan Aluminum, Inc. for 10 years and held
various positions for more than 20 years with Atlantic Richfield and
Anaconda Aluminum Company.
"I am pleased to announce the addition of Bob Lloyd and Fred Mudge to our
management team, as well as the promotion of Roddy Macdonald and Don Marsh,"
Kaminski said. "This new structure appropriately focuses the talents of our
management to provide the leadership necessary to ensure the smooth integration
of the two companies. Moreover, it will enhance the flexibility of our
organization to capitalize on the opportunities for growth made possible by this
acquisition."
Commonwealth is being advised by Morgan Stanley & Co. Incorporated, which
also has acted as dealer manager on this transaction. CasTech is being advised
by Merrill Lynch & Co.
Commonwealth is one of North America's leading manufacturers of aluminum
sheet for the transportation, construction and consumer durables end-use
markets. The Company also is a leading manufacturer of electrical flexible
conduit and prewired armored cable made principally from aluminum sheet.
Commonwealth has manufacturing facilities in Lewisport, Kentucky - one of the
largest multi-purpose aluminum rolling mills in North America - as well as in
Akron, Bedford and Uhrichsville, Ohio, and Carson, Long Beach and Torrance,
California.
