================================================================================ 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 ================================================================================ 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. 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 EXHIBIT INDEX EXHIBIT PAGES IN SEQUENTIAL NO. NUMBERING SYSTEM - ------- ------------------- 17. Joint Press Release issued by the Parent and the Company on May 22, 1998.