As filed with the Securities and Exchange Commission
on June 16, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALUMINUM COMPANY OF AMERICA
(Exact name of issuer as specified in its charter)
Pennsylvania 25-0317820
(State of Incorporation) (I.R.S. Employer Identification No.)
425 Sixth Avenue, Alcoa Building,
Pittsburgh, Pennsylvania 15219-1850
(Address of principal executive office, including zip code)
LONG TERM STOCK INCENTIVE PLAN
OF ALUMINUM COMPANY OF AMERICA
(Full Title of Plan)
Denis A. Demblowski,
Assistant Secretary and Managing General Attorney
425 Sixth Avenue, Alcoa Building,
Pittsburgh, Pennsylvania 15219-1850
(Name and address of agent for service)
Telephone number of agent for service (412) 553-3856
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed maximum Amount of
Securities to be to be maximum offering aggregate registration
registered registered price per share offering price fee
<S> <C> <C> <C> <C>
Aluminum Company
of America,
common stock
$1 par value ... 8,8000,000 $44.50(1) $391,600,000(1) $135,034.49
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low prices of shares of the
Registrant's Common Stock reported in the consolidated reporting system
on June 14, 1995
</TABLE>
The contents of Registration Statement No. 33-49109 on Form S-8
are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, the
Commonwealth of Pennsylvania, on this 16th day of June, 1995.
ALUMINUM COMPANY OF AMERICA
(Registrant)
/s/Ronald R. Hoffman
Ronald R. Hoffman
Executive Vice President
Human Resources, Quality and
Communications
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Paul H. O'Neill Chairman of the Board June 16, 1995
Paul H. O'Neill and Chief Executive Officer
(Principal Executive Officer)
/s/Jan H. M. Hommen Executive Vice President & June 16, 1995
Jan H. M. Hommen Chief Financial Officer
(Principal Executive Officer)
/s/Earnest J. Edwards Vice President & Controller June 16, 1995
Earnest J. Edwards (Principal Accounting Officer)
Kenneth W. Dam, John P. Diesel, Joseph T. Gorman, Judith M.
Gueron, Ronnie C. Hampel, John P. Mulroney, Paul H. O'Neill,
Sir Arvi Parbo, Henry B. Schacht, Forrest N. Shumway, Franklin A.
Thomas and Marina v.N. Whitman, each as a Director, on June 16,
1995, by Barbara S. Jeremiah, their attorney-in-fact.
/s/Barbara S. Jeremiah
Barbara S. Jeremiah
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number Description
5 Opinion of Denis A. Demblowski, Managing General
Attorney of the Company.
15 Letter from Independent Public Accountants regarding
unaudited financial information.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney for certain officers and directors
of the Company.
Exhibit 5
June 16, 1995
Aluminum Company of America
1501 Alcoa Building
Pittsburgh, PA 15219
Ladies and Gentlemen:
You have requested my opinion as to the legality of any original
issue shares, up to 8,800,000 shares, of common stock, par value
$1.00 per share, of Aluminum Company of America (the "Company")
which may be distributed pursuant to the Company's Long Term
Stock Incentive Plan (the "Plan") (formerly named the "Employee's
Stock Option Plan"), which shares of common stock you are seeking
to register with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended.
As a Managing General Attorney of the Company I am generally
familiar with its legal affairs. In addition, I have examined
such documents as I have deemed appropriate for the purpose of
this opinion.
In my opinion, if authorized but previously unissued shares of
common stock of the Company shall be issued and sold or delivered
to participants in the Plan pursuant to the provisions thereof,
the said shares of common stock will be legally issued, fully
paid and non-assessable.
I hereby consent to be named, in the registration statement, and
amendments thereof, by which the securities to be issued pursuant
to the Plan are registered with the Securities and Exchange
Commission, and in any prospectus which is a part thereof, as
counsel for the Company who has passed upon the legality of the
securities registered thereby. I further consent to the filing
of this opinion as an exhibit to the registration statement. I
do not concede by these consents that I come within the category
of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or by the rules and
regulations of the Securities and Exchange Commission under that
Act.
Very truly yours,
/s/DENIS A. DEMBLOWSKI
Denis A. Demblowski
Managing General Attorney
Exhibit 15
June 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aluminum Company of America Registration Statement
on Form S-8
We are aware that our report dated April 7, 1995, accompanying
interim financial information of Aluminum Company of America
and subsidiaries for the three month period ended March 31,
1995 and included in Alcoa's Quarterly Report on Form 10-Q for
the quarter then ended, is incorporated by reference in this
registration statement. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a
part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/COOPERS & LYBRAND L.L.P.
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus forming part of the Registration Statement on Form
S-8, relating to the Long Term Stock Incentive Plan of Aluminum
Company of America and the shares of common stock to be issued
in accordance with the Plan, of our reports dated January 11,
1995 on our Audits of the consolidated financial statements and
financial statement schedule of Aluminum Company of America and
consolidated subsidiaries as of December 31, 1994 and 1993, and
for each of the three years in the period ended December 31,
1994 which reports are incorporated by reference or included in
the Company's 1994 Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
/s/COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
June 15, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the
undersigned Directors of Aluminum Company of America (the
"Company") hereby constitutes and appoints JAN H. M. HOMMEN,
HOWARD W. BURDETT, EARNEST J. EDWARDS and BARBARA S. JEREMIAH,
or any of them, his or her true and lawful attorneys and agents
to do any and all acts and things and execute any and all
instruments which said attorneys and agents, or any of them,
may deem necessary or advisable or may be required to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under said Act of shares of common stock of the
Company to be issued and distributed pursuant to the Long Term
Stock Incentive Plan of the Company or any successor plan,
including specifically, but without limiting the generality of
the foregoing, power and authority to sign the name of each of
the undersigned Directors of the Company in the capacity of
Director thereof to any registration statement to be filed with
the Securities and Exchange Commission in respect of said Plan
or successor plan and shares of common stock, or either of them,
to any and all pre-effective amendments, post-effective amend-
ments and supplements to any such registration statement, and
to any instruments or documents filed as part of or in
connection with any such registration statement or pre-effec-
tive amendments or post-effective amendments or supplements
thereto; and the undersigned hereby ratifies and confirms all
that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the date set opposite his or her name below.
/S/Kenneth W. Dam 1/13/95 /s/Sir Arvi Parbo 1/13/95
Kenneth W. Dam Sir Arvi Parbo
/s/John P. Diesel 1/13/95 /s/Henry B. Schacht 1/13/95
John P. Diesel Henry B. Schacht
/s/Joseph T. Gorman 1/13/95 /s/Forrest N. Shumway 1/13/95
Joseph T. Gorman Forrest N. Shumway
/s/Judith M. Gueron 1/13/95 /s/Franklin A. Thomas 1/13/95
Judith M. Gueron Franklin A. Thomas
/s/Ronnie C. Hampel 1/13/95 /s/Marina v.N. Whitman 1/13/95
Ronnie C. Hampel Marina v.N. Whitman
/s/John P. Mulroney 1/13/95
John P. Mulroney
