UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 2, 2000
Howmet International Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-13645 52-1946684
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Commission File Number (IRS Employer Identification No.)
475 Steamboat Road, Greenwich, CT 06836-1960
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(Address of principal executive offices) (Zip Code)
(203) 661-4600
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Registrant's Telephone Number
ITEM 5. OTHER EVENTS.
On June 2, 2000, Howmet International Inc., a Delaware corporation (the
"Company"), Alcoa Inc., a Pennsylvania corporation ("Alcoa"), and HMI
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Alcoa
(the "Purchaser"), entered into an Agreement and Plan of Merger, dated as of
June 2, 2000 (the "Merger Agreement"). Pursuant to the Merger Agreement, Alcoa
and the Purchaser have amended and supplemented the tender offer by the
Purchaser to purchase all the outstanding shares of common stock, par value
$0.01 per share, of the Company ("Shares") (i) to increase the purchase price
from $20.00 per Share to $21.00 per Share, net to the seller in cash, without
interest, (ii) to modify the conditions to such tender offer to provide for only
those conditions or events set forth in Annex A to the Merger Agreement and
(iii) to make such other amendments as are required to conform such tender offer
to the terms set forth in the Merger Agreement (as so amended and supplemented,
the "Revised Offer").
The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, as promptly as practicable following the purchase of
Shares in the Revised Offer, and in accordance with the Delaware General
Corporation Law (the "DGCL"), Alcoa shall cause the merger of the Purchaser with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation in the Merger, in which each Share outstanding immediately
prior to the effective time of the Merger (other than Shares owned by the
Purchaser or any subsidiary of Alcoa or the Purchaser, or as to which the holder
has validly perfected dissenters' rights under the DGCL) would be converted into
the right to receive $21.00 in cash, without interest. The Revised Offer is
conditioned upon, among other things, there being tendered and not withdrawn
prior to the expiration date of the Revised Offer not less than a majority of
the outstanding Shares held by stockholders of the Company other than Cordant
Technologies Holding Company, a Delaware corporation and wholly owned indirect
subsidiary of Alcoa, or the Purchaser.
The Merger Agreement is filed herewith as Exhibit 10.1 and is incorporated
herein by reference. The summary of the Merger Agreement contained in this
Current Report is qualified in its entirety by the specific language of the
Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
10.1 Agreement and Plan of Merger, dated as of June 2, 2000, among the
Company, Alcoa and the Purchaser (incorporated by reference to
Exhibit (e)(4) to Amendment No. 2 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by the Company on June 5, 2000)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 8, 2000
HOWMET INTERNATIONAL INC.
By: /s/ Roland A. Paul
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Name: Roland A. Paul
Title: Vice President