1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ------------------------ AMENDMENT NO. 1 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________ COMMISSION FILE NUMBER 1-12374 ALUMAX INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-2762395 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 3424 PEACHTREE ROAD, N.E., SUITE 2100 ATLANTA, GEORGIA 30326 (PRINCIPAL EXECUTIVE OFFICES) TELEPHONE NUMBER: (404) 846-4600 ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS: ON WHICH REGISTERED: Common Stock, $0.01 par value per share New York Stock Exchange (including Stock Purchase Rights relating thereto) SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] As of February 28, 1998, 53,455,062 shares of the common stock of the registrant were issued and outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant was $1,939,778,087 as determined by the February 28, 1998 closing price of $37.0625 for one share of common stock on the New York Stock Exchange. ================================================================================ 2 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES. The Company's financial statements, the notes thereto and the report of the independent accountants are set forth on pages 33 through 53 of this Form 10-K. The following report and additional financial data should be read in conjunction with the Company's financial statements: Independent Accountant's Report of Coopers & Lybrand L.L.P. dated January 27, 1998 on the Company's financial statement schedule filed as a part hereof for the fiscal years ended December 31, 1997, 1996 and 1995. Schedule II -- Valuation and Qualifying Accounts for the fiscal years ended December 31, 1997, 1996 and 1995. Schedules other than the one referred to above are omitted because they are not required or the information is included in the financial statements or the notes thereto. EXHIBITS. Unless otherwise indicated, exhibits are incorporated by reference to the exhibits filed with the Company's Registration Statement on Form S-1 (Commission File No. 33-69442). EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.02 Agreement and Plan of Distribution, dated as of May 24, 1993, by and between AMAX Inc. and Alumax Inc. 2.03 Tax Disaffiliation Agreement, dated as of May 24, 1993, by and between AMAX Inc. and Alumax Inc. 2.04 Amendment No. 1 to the Agreement and Plan of Distribution, dated as of November 15, 1993, by and between AMAX Inc. and Alumax Inc.* 3.01 Restated Certificate of Incorporation of the Company* 3.02 Restated By-laws of Alumax Inc., as amended on September 5, 1996, filed as Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996 and incorporated herein by reference. 4.01 Form of Common Stock Certificate 4.02 Rights Agreement, dated as of February 22, 1996, between Alumax Inc. and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, including as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of Participating Preferred Stock of the Company, filed as Exhibit 4 to the Company's Current Report on Form 8-K, dated February 22, 1996 and incorporated herein by reference. 4.03 Credit Agreement, dated as of September 14, 1990, as amended as of November 13, 1990 and as further amended as of February 19, 1991, by and among Aluminerie Lauralco, Inc., as Borrower, Canalco, Inc., as Continuing Guarantor, and Bank of Montreal and National Westminster Bank PLC, as Arrangers, Bank of Montreal, as Agent, and the Banks named therein 4.04 Amended and Restated Credit Agreement, dated as of October 9, 1997, among Alumax Inc., Royal Bank of Canada, as Agent, Arranger and Letter of Credit Issuer, Canadian Imperial Bank of Commerce, as Administrative Agent, and the Banks signatory thereto, filed as Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997 and incorporated herein by reference -1- 3 EXHIBIT NUMBER DESCRIPTION ------- ----------- Note: No other long-term debt instrument issued by the Company exceeds 10% of the consolidated total assets of the Company and its subsidiaries. In accordance with paragraph 4(iii) of Item 601 of Regulation S-K, the Company will furnish to the Commission upon request copies of long-term debt instruments and related agreements 10.01 Form of Alumax Inc. Excess Benefit Plan**(-) 10.02 1993 Long-Term Incentive Plan (as Amended and Restated and as Further Amended on October 3, 1996)**(-) 10.03 Deferred Compensation Plan (as Amended on October 3, 1996)**(-) 10.04 1993 Annual Incentive Plan (as Amended and Restated and as Further Amended on October 3, 1996)**(-) 10.05 Executive Separation Policy (as amended and restated on March 5, 1998), filed as Exhibit 5 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Commission on March 13, 1998 and incorporated herein by reference 10.06 Non-Employee Directors Stock Compensation Plan (as Amended on October 3, 1996)**(-) 10.07 Non-Employee Directors Deferred Compensation Plan (as Amended on October 3, 1996)**(-) 10.08 Participation Agreement, dated as of November 25, 1997, among Alumax Mill Products, Inc., Alumax Inc., BMO Leasing (U.S.), Inc. and Bank of Montreal*** 10.09 Master Lease, Deed of Trust and Security Agreement, dated as of November 25, 1997, among BMO Leasing (U.S.), Inc., Alumax Mill Products, Inc. and Ward Williford, Esq.*** 10.10 Restated Sales Agreement, dated as of January 1, 1986, as amended and supplemented as of April 8, 1992 and April 9, 1992, by and between Alcoa of Australia Limited and Alumax Inc. (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.) 10.11 Power Sales Agreement, dated September 28, 1995, as amended, between Intalco Aluminum Corporation and Bonneville Power Administration (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.)**** 10.12 Power Sales Agreement, dated as of October 1, 1995, between British Columbia Power Exchange Corporation and Intalco Aluminum Corporation (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.)**** 10.13 Electric Service Agreement, dated as of November 11, 1994, between Eastalco Aluminum Company and The Potomac Edison Company, filed as Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated herein by reference 10.14 Amendment No. 1 to Electric Service Agreement, dated October 10, 1997, between Eastalco Aluminum Company and The Potomac Edison Company*** 10.15 Agreement, dated as of July 1, 1997, by and between the South Carolina Public Service Authority and Alumax of South Carolina, Inc., filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated herein by reference 10.16 Electricity Contract, dated February 1, 1990, as amended on October 15, 1992, by and between Aluminerie Lauralco, Inc. and Hydro-Quebec (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.) -2- 4 EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.17 Employment Agreement, as Amended and Restated as of December 5, 1996, between Alumax Inc. and C. Allen Born**(-) 10.18 Employment Agreement, dated as of December 4, 1997, between Alumax Inc. and Thomas G. Johnston***(-) 10.19 Agreement, dated as of November 15, 1993, as amended as of February 3, 1994, among AMAX Inc., Alumax Inc. and Helen M. Feeney*(-) 10.20 Agreement, dated as of March 10, 1994, between Alumax Inc. and Helen M. Feeney, amending the Agreement, dated as of November 15, 1993, as amended as of February 3, 1994*****(-) 10.21 Grantor Trust Agreement, dated as of April 1, 1997, between Alumax Inc. and The Chase Manhattan Bank***(-) 10.22 Purchase Agreement, dated as of June 24, 1996, between Euramax International, Ltd. and Alumax Inc., filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996 and incorporated herein by reference. 10.23 Agreement, dated as of June 28, 1996, by and between Minas Penoles, S.A. de C.V. and The Fresnillo Company, filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996 and incorporated herein by reference. 11.01 Calculation of Earnings per Common Share*** 21.01 Subsidiaries of the Company*** 23.01 Consent of Coopers & Lybrand L.L.P.*** 24.01 Power of Attorney*** 27.01 Financial Data Schedule for the twelve months ended December 31, 1997*** (For SEC use only) 27.02 Restated Financial Data Schedule for the nine months ended September 30, 1997****** (For SEC use only) 27.03 Restated Financial Data Schedule for the six months ended June 30, 1997****** (For SEC use only) 27.04 Restated Financial Data Schedule for the three months ended March 31, 1997****** (For SEC use only) 27.05 Restated Financial Data Schedule for the twelve months ended December 31, 1996****** (For SEC use only) 27.06 Restated Financial Data Schedule for the nine months ended September 30, 1996****** (For SEC use only) 27.07 Restated Financial Data Schedule for the six months ended June 30, 1996****** (For SEC use only) - --------------- * Previously filed as an exhibit to the Company's 1993 Annual Report on Form 10-K and incorporated herein by reference. ** Previously filed as an exhibit to the Company's 1996 Annual Report on Form 10-K and incorporated herein by reference. *** Previously filed as an exhibit to the Company's 1997 Annual Report on Form 10-K and incorporated herein by reference. **** Previously filed as an exhibit to Amendment No. 1 to the Company's 1995 Annual Report on Form 10-K/A and incorporated herein by reference. -3- 5 ***** Previously filed as an exhibit to Amendment No. 1 to the Company's 1993 Annual Report on Form 10-K/A and incorporated herein by reference. ****** Filed herewith. (-) Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. REPORTS ON FORM 8-K. During the quarter ended December 31, 1997, the Company filed a Report on Form 8-K, dated October 1, 1997, reporting under Item 5 the United States Tax Court's decision in favor of the Internal Revenue Service in a suit against Alumax regarding an alleged income tax deficiency. -4- 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 1998. Alumax Inc. By /s/ HELEN M. FEENEY ------------------------------------ HELEN M. FEENEY Vice President and Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 31, 1998. SIGNATURE TITLE --------- ----- * Chairman, Chief Executive Officer and Director - ----------------------------------------------------- (Principal Executive Officer) ALLEN BORN * Director - ----------------------------------------------------- J. DENNIS BONNEY * Director - ----------------------------------------------------- HAROLD BROWN * Director - ----------------------------------------------------- L. DON BROWN * Director - ----------------------------------------------------- PIERRE DES MARAIS II * Director - ----------------------------------------------------- JAMES C. HUNTINGTON, JR. * Director - ----------------------------------------------------- W. LOEBER LANDAU * Director - ----------------------------------------------------- PAUL W. MACAVOY Director - ----------------------------------------------------- PETER J. POWERS * Director - ----------------------------------------------------- ANNE WEXLER * Vice President and Chief Financial Officer - ----------------------------------------------------- (Principal Financial Officer) MICHAEL T. VOLLKOMMER * Vice President and Controller (Principal - ----------------------------------------------------- Accounting Officer) KEVIN J. KRAKORA *By /s/ HELEN M. FEENEY ------------------------------------------------- HELEN M. FEENEY As Attorney-in-Fact for each of the persons indicated -5- 7 EXHIBIT INDEX Unless otherwise indicated, exhibits are incorporated by reference to exhibits filed with the Company's Registration Statement on Form S-1 (Commission File No. 33-69442). EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.02 Agreement and Plan of Distribution, dated as of May 24, 1993, by and between AMAX Inc. and Alumax Inc. 2.03 Tax Disaffiliation Agreement, dated as of May 24, 1993, by and between AMAX Inc. and Alumax Inc. 2.04 Amendment No. 1 to the Agreement and Plan of Distribution, dated as of November 15, 1993, by and between AMAX Inc. and Alumax Inc.* 3.01 Restated Certificate of Incorporation of the Company* 3.02 Restated By-laws of Alumax Inc., as amended on September 5, 1996, filed as Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996 and incorporated herein by reference 4.01 Form of Common Stock Certificate 4.02 Rights Agreement, dated as of February 22, 1996, between Alumax Inc. and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, including as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of Participating Preferred Stock of the Company, filed as Exhibit 4 to the Company's Current Report on Form 8-K, dated February 22, 1996, and incorporated herein by reference 4.03 Credit Agreement, dated as of September 14, 1990, as amended as of November 13, 1990 and as further amended as of February 19, 1991, by and among Aluminerie Lauralco, Inc., as Borrower, Canalco, Inc., as Continuing Guarantor, and Bank of Montreal and National Westminster Bank PLC, as Arrangers, Bank of Montreal, as Agent, and the Banks named therein 4.04 Amended and Restated Credit Agreement, dated as of October 9, 1997 among Alumax Inc., Royal Bank of Canada, as Agent, Arranger And Letter of Credit Issuer, Canadian Imperial Bank of Commerce, as Administrative Agent, and the Banks signatory thereto, filed as Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997 and incorporated herein by reference Note: No other long-term debt instrument issued by the Company Exceeds 10% of the consolidated total assets of the Company and its subsidiaries. In accordance with paragraph 4(iii) of Item 601 of Regulation S-K, the Company will furnish to the Commission upon request copies of long-term debt instruments and related agreements 10.01 Form of Alumax Inc. Excess Benefit Plan**(-) 10.02 1993 Long-Term Incentive Plan (as Amended and Restated and as Further Amended on October 3, 1996)**(-) 10.03 Deferred Compensation Plan (as Amended on October 3, 1996)**(-) 10.04 1993 Annual Incentive Plan (as Amended and Restated and as Further Amended on October 3, 1996)**(-) 10.05 Executive Separation Policy (as amended and restated on March 5, 1998), filed as Exhibit 5 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Commission on March 13, 1998 and incorporated herein by reference 10.06 Non-Employee Directors Stock Compensation Plan (as Amended on October 3, 1996)**(-) 10.07 Non-Employee Directors Deferred Compensation Plan (as Amended on October 3, 1996)**(-) -6- 8 EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.08 Participation Agreement, dated as of November 25, 1997, among Alumax Mill Products, Inc., Alumax Inc., BMO Leasing (U.S.), Inc. and Bank of Montreal*** 10.09 Master Lease, Deed of Trust and Security Agreement, dated as of November 25, 1997, among BMO Leasing (U.S.), Inc., Alumax Mill Products, Inc. and Ward Williford, Esq.*** 10.10 Restated Sales Agreement, dated as of January 1, 1986, as Amended and supplemented as of April 8, 1992 and April 9, 1992, by and between Alcoa of Australia Limited and Alumax Inc. (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.) 10.11 Power Sales Agreement, dated September 28, 1995, as amended, Between Intalco Aluminum Corporation and Bonneville Power Administration (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.)**** 10.12 Power Sales Agreement, dated as of October 1, 1995, between British Columbia Power Exchange Corporation and Intalco Aluminum Corporation (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.)**** 10.13 Electric Service Agreement, dated as of November 11, 1994, between Eastalco Aluminum Company and The Potomac Edison Company, filed as Exhibit 10.02 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated herein by reference 10.14 Amendment No. 1 to Electric Service Agreement, dated October 10, 1997, between The Potomac Edison Company and Eastalco Aluminum Company*** 10.15 Agreement, dated as of July 1, 1997, by and between the South Carolina Public Service Authority and Alumax of South Carolina, Inc., filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated herein by reference. 10.16 Electricity Contract, dated February 1, 1990, as amended on October 15, 1992, by and between Aluminerie Lauralco, Inc. and Hydro-Quebec (Certain portions of this agreement have been deleted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.) 10.17 Employment Agreement, As Amended and Restated as of December 5, 1996, between Alumax Inc. and C. Allen Born**(-) 10.18 Employment Agreement, dated as of December 4, 1997, between Alumax Inc. and Thomas G. Johnston***(-) 10.19 Agreement, dated as of November 15, 1993, as amended as of February 3, 1994, among AMAX Inc., Alumax Inc. and Helen M. Feeney*(-) 10.20 Agreement, dated as of March 10, 1994, between Alumax Inc. and Helen M. Feeney, amending the Agreement, dated as of November 15, 1993, as amended as of February 3, 1994*****(-) 10.21 Grantor Trust Agreement, dated as of April 1, 1997, between Alumax Inc. and The Chase Manhattan Bank***(-) 10.22 Purchase Agreement, dated as of June 24, 1996, between Euramax International, Ltd. and Alumax Inc., filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996 and incorporated herein by reference. -7- 9 EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.23 Agreement, dated as of June 28, 1996, by and between Minas Penoles, S.A. de C.V. and The Fresnillo Company, filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996 and incorporated herein by reference. 11.01 Calculation of Earnings per Common Share*** 21.01 Subsidiaries of the Company*** 23.01 Consent of Coopers & Lybrand L.L.P.*** 24.01 Power of Attorney*** 27.01 Financial Data Schedule for the twelve months ended December 31, 1997*** (For SEC use only) 27.02 Restated Financial Data Schedule for nine months ended September 30, 1997****** (For SEC use only) 27.03 Restated Financial Data Schedule for the six months ended June 30, 1997****** (For SEC use only) 27.04 Restated Financial Data Schedule for the three months ended March 31, 1997****** (For SEC use only) 27.05 Restated Financial Data Schedule for the twelve months ended December 31, 1996****** (For SEC use only) 27.06 Restated Financial Data Schedule for the nine months ended September 30, 1996****** (For SEC use only) 27.07 Restated Financial Data Schedule for the six months ended June 30, 1996****** (For SEC use only) - --------------- * Previously filed as an exhibit to the Company's 1993 Annual Report on Form 10-K and incorporated herein by reference. ** Previously filed as an exhibit to the Company's 1996 Annual Report on Form 10-K and incorporated herein by reference. *** Previously filed as an exhibit to the Company's 1997 Annual Report on Form 10-K and incorporated herein by reference. **** Previously filed as an exhibit to Amendment No. 1 to the Company's 1995 Annual Report on Form 10-K/A and incorporated herein by reference. ***** Previously filed as an exhibit to Amendment No. 1 to the Company's 1993 Annual Report on Form 10-K/A and incorporated herein by reference. ****** Filed herewith. (-) Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. -8-