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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CORDANT TECHNOLOGIES INC.
(Name of Subject Company (Issuer))
OMEGA ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ALCOA INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
(Title of Class of Securities)
218412104
(CUSIP Number of Class of Securities)
LAWRENCE R. PURTELL, ESQ.
ALCOA INC.
201 ISABELLA STREET
PITTSBURGH, PENNSYLVANIA 15212
TELEPHONE: (412) 553-4545
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
COPY TO:
J. MICHAEL SCHELL, ESQ.
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
TELEPHONE: 212-735-3000
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$2,180,663,478 $436,132.70
* For purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of (i) 36,714,831 outstanding shares of
common stock of Cordant Technologies Inc. and (ii) 1,542,423 shares of
common stock of Cordant Technologies Inc. underlying vested options.
The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of
the transaction value.
** Of such amount $418,549.07 was previously paid.
[_] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this
"Amendment") relates to the offer by Omega Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Alcoa Inc.,
a Pennsylvania corporation ("Alcoa"), to purchase all outstanding shares of
common stock, including the associated rights to purchase preferred stock
(collectively, the "Shares"), of Cordant Technologies Inc., a Delaware
corporation (the "Company"), at a price of $57.00 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 20, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer").
Item 1. SUMMARY TERM SHEET.
Item 1 is hereby amended and supplemented as follows:
The first bullet in the section entitled "What Are the Most
Significant Conditions to the Offer?" in the Summary Term Sheet in the
Offer to Purchase is hereby amended and restated to read in its entirety as
follows:
"o We are not obligated to purchase any shares that are validly
tendered unless the number of shares validly tendered and not
withdrawn before the expiration date of the offer represents at
least a majority of the then outstanding shares on a fully
diluted basis. We call this condition the "minimum condition."
For purposes of the offer, "on a fully diluted basis" means, as
of any time, on a basis that includes the number of shares of
Cordant common stock that are actually issued and outstanding
plus the maximum number of such shares that Cordant may be
required to issue under stock options, warrants and other rights
or securities convertible into shares of Cordant common stock,
whether or not currently exercisable."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 7 is hereby amended and supplemented by adding the following:
"Following further evaluation of various available financing
alternatives, Alcoa has determined that it will obtain all of the
funds necessary to purchase Shares pursuant to the Offer and the
Merger from internally generated funds and the issuance of commercial
paper."
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and restated in its entirety to read as
follows:
The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference, except that Section
7u"Certain Information Concerning the CompanyuCertain Projections" in the
Offer to Purchase is hereby amended and supplemented to add the following
sentence at the end of that section:
"The safe harbor for forward-looking statements provided for under
the Private Securities Litigation Reform Act of 1995 does not apply
to forward-looking statements that are made in connection with a
tender offer, including the Offer."
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.
OMEGA ACQUISITION CORP.
By: /s/ Barbara S. Jeremiah
---------------------------------
Name: Barbara S. Jeremiah
Title: Vice President
ALCOA INC.
By: /s/ Richard B. Kelson
---------------------------------
Name: Richard B. Kelson
Title: Executive Vice President and
Chief Financial Officer
Dated: April 4, 2000