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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. 2)
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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, Esq.
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. 2 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
paragraphs at the end of that Item.
The Parent, as the ultimate parent entity of the Purchaser, announced
today that it had received a request for additional information (a "Second
Request") from the Antitrust Division of the United States Department of Justice
(the "Antitrust Division") under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), with respect to the proposed
acquisition of the Company by the Parent for a combination of cash and Parent
Common Stock. A Second Request extends the waiting period under the HSR Act
until ten days after the request is substantially complied with, and no purchase
of Shares may be consummated until the waiting period expires. The Company
received a civil investigative demand seeking further information, but its
response does not affect the waiting period under the HSR Act. The Merger
Agreement provides that so long as it is in effect and any applicable period
under the HSR Act has not expired, the Purchaser is obligated to extend the
Offer from time to time for a period or successive periods, each not to exceed
ten business days after the previously scheduled Expiration Date.
Following receipt of the civil investigative demand referred to above
the Company issued a press release on April 1, 1998, a copy of which is filed
herewith as Exhibit 16 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:
16. Press Release issued by the Company on April 1, 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
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Name: Helen M. Feeney
Title: Vice President
and Corporate Secretary
Dated: April 1, 1998
EXHIBIT INDEX
EXHIBIT PAGES IN SEQUENTIAL
NO. NUMBERING SYSTEM
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16. Press Release issued by the Company on April 1, 1998.