Alcoa Inc. – ‘SC TO-T/A’ on 6/20/00 re: Howmet International Inc

On:  Tuesday, 6/20/00, at 4:03pm ET   ·   Accession #:  950172-0-1123   ·   File #:  5-53507

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   SC TO-T Amendment #7                                   3±    14K 
 2: EX-99       Exhibit (A)(20) - Press Release                        1      5K 

SC TO-T/A   —   SC TO-T Amendment #7
Document Table of Contents

=============================================================================== 

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. 7 - FINAL AMENDMENT)     

HOWMET INTERNATIONAL INC.     
(Name of Subject Company (Issuer))    

HMI ACQUISITION CORP.     
A WHOLLY OWNED SUBSIDIARY OF    
ALCOA INC.    
(Names of Filing Persons (Offerors))    

------------    

COMMON STOCK, PAR VALUE $0.01 PER SHARE     
(Title of Class of Securities)    
------------    

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     
=============================================================================== 
Transaction Valuation*                     Amount of Filing Fee 
$367,464,447                              $73,492.89**
------------------------------------------------------------------------------- 

*  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: [X]                                          
=============================================================================== 

This Amendment No. 7, which is the final amendment 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.                                      

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                         

Item 8 is hereby amended and supplemented to add the following: 

"The subsequent offering period for the Offer expired at 12:00  
Midnight, New York City time, on Monday, June 19, 2000. Based on                
preliminary information provided by the Depositary, a total of 14,672,839       
Shares, including guaranteed deliveries, had been validly tendered and not      
withdrawn pursuant to the Offer, representing approximately 99.9% of the        
total issued and outstanding Shares.                                            

On Tuesday, June 20, 2000, Alcoa announced that it completed its
acquisition of the Company. As a result of the Merger, which became             
effective at 8:00 a.m., New York City time, on Tuesday, June 20, 2000, each     
Share was converted into the right to receive $21.00 in cash. Shares ceased     
trading on the NYSE at the close of business on Monday, June 19, 2000."         

ITEM 12.  EXHIBITS.                                                             

      Item 12 is hereby amended and supplemented to add the following exhibit:

(a)(20)   Press Release, dated June 20, 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
                                              --------------------------------
                              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 20, 2000                                                            

EXHIBIT INDEX     

(a)(20)   Press Release, dated June 20, 2000.                   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-T/A’ Filing		Date		Other Filings
Filed on:		6/20/00		S-8
		6/19/00
		6/5/00		SC 14D9/A,  SC TO-T/A
		4/18/00		SC TO-T
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