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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 6)
HOWMET INTERNATIONAL INC.
(Name of Subject Company (Issuer))
HMI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ALCOA INC.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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443208103
(CUSIP Number of Class of Securities)
LAWRENCE R. PURTELL, ESQ.
ALCOA INC.
201 ISABELLA STREET
PITTSBURGH, PA 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
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Transaction Valuation* Amount of Filing Fee
$367,464,447 $73,492.89**
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* For purposes of calculating amount of filing fee only. This amount
assumes (i) the purchase of all of the 15,383,307 outstanding publicly
held shares of common stock of Howmet International Inc. and (ii)
2,115,000 shares of common stock of Howmet International Inc. subject to
options that will be vested and exercisable as of the closing of this
offer. 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.
** This amount has previously been 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: [_]
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This Amendment No. 6 to the Tender Offer Statement on Schedule TO
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on April 18, 2000, relates to the offer to purchase by HMI
Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Alcoa Inc., a Pennsylvania corporation ("Alcoa"), the
shares of common stock, par value $0.01 per share (the "Shares"), of Howmet
International Inc., a Delaware corporation (the "Company"), at a price of
$21.00 per Share, net to the seller in cash (the "Offer Price"), without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase (as amended and supplemented, the "Offer to
Purchase"), dated April 18, 2000, as amended and supplemented by Supplement
No. 1, dated June 5, 2000 ("Supplement No. 1"), and in the revised Letter
of Transmittal (which together with any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used herein and not
defined shall have the meanings ascribed to them in the Offer to Purchase.
ITEMS 1, 4 AND 11.
Items 1, 4 and 11 are hereby amended and supplemented to add the
following:
"On June 15, 2000, Alcoa announced the completion of the Offer. The
Offer expired at 12:00 Midnight Eastern Daylight Savings Time on Wednesday,
June 14, 2000, at which time approximately 14,562,735 Shares were validly
tendered, including guaranteed deliveries. After payment for the deposited
shares, Alcoa will own approximately 99.2% of the Shares.
Alcoa also announced that it will provide a subsequent offering
period of 3 business days for the Offer, which will commence at 9:00 a.m.
Eastern Daylight Savings Time on Thursday, June 15, 2000 and expire at
12:00 Midnight Eastern Daylight Savings Time on Monday, June 19, 2000."
ITEM 12.
Item 12 is hereby amended and supplemented to add the following
exhibit:
(a)(19) Press Release, dated June 15, 2000.
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.
HMI ACQUISITION CORP.
By: /s/ Barbara S. Jeremiah
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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: June 15, 2000
EXHIBIT INDEX
(a)(19) Press Release, dated June 15, 2000.
Editorial Contact: Joyce A. Saltzman
1 412 553 4467
Investor Relations: Charles D. McLane
Randall J. Killeen
1 412 553 2231
ALCOA COMPLETES CASH TENDER OFFER FOR HOWMET AND ANNOUNCES SUBSEQUENT
OFFERING PERIOD
PITTSBURGH, June 15, 2000 -- Alcoa Inc. announced today the completion of
its $21 per share cash tender offer for all outstanding publicly held
shares of common stock of Howmet International Inc. The tender offer
expired at 12:00 Midnight Eastern Daylight Savings Time (EDST) on
Wednesday, June 14, 2000, at which time approximately 14,562,735 shares of
Howmet common stock were validly tendered, including guaranteed deliveries.
Payment for the shares of the stock purchased during the initial offering
period will be made promptly through ChaseMellon Shareholder Services,
L.L.C., the depositary for the tender offer. After payment for the
deposited shares, Alcoa will own approximately 99.2% of the total issued
and outstanding shares of Howmet common stock.
As previously announced, Alcoa will provide a subsequent offering
period of three business days for the Howmet tender offer, which begins
today at 9:00 a.m. EDST and expires at 12:00 Midnight EDST on Monday, June
19, 2000. The same price paid during the initial offering is extended
through the subsequent offering period: $21 per share, net to the seller in
cash, to Howmet stockholders. Shares that are tendered during the
subsequent offering period may not be withdrawn.
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Alcoa (NYSE: AA)
Howmet International (NYSE: HWM)