AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
DECEMBER 6, 1995
REGISTRATION NO. 33- 64353
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
NO. 33-64353
UNDER
THE SECURITIES ACT OF 1933
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ALUMINUM COMPANY OF AMERICA
(Exact name of issuer as specified in charter)
PENNSYLVANIA 25-0317820
(State of incorporation) (I.R.S. Employer Identification No.)
425 SIXTH AVENUE, ALCOA BUILDING,
PITTSBURGH, PENNSYLVANIA 15219-1850
(412) 553-4545
(Address and telephone number of principal executive offices)
DENIS A. DEMBLOWSKI, ASSISTANT SECRETARY
AND SENIOR COUNSEL
425 SIXTH AVENUE, RM. 1370A, ALCOA BUILDING,
PITTSBURGH, PENNSYLVANIA 15219-1850
(412) 553-3856
(Name, address and telephone number of agent for service)
WITH A COPY TO:
ROBERT S. RISOLEO, ESQ., SULLIVAN & CROMWELL
125 BROAD STREET, NEW YORK, NY 10004
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement, as determined by market conditions
and other factors.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to be Registered Registered Per Unit Price(1) Fee
Debt Securities...
Warrants to
Purchase
Debt Securities..
$300,000,000(2)(3) (2) $300,000,000 $103,448.28(5)
Class B Serial
Preferred Stock.......
Common Stock (4)........
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(1) Estimated solely for the purpose of determining the
registration fee and excluding any accrued interest.
(2) There are being registered hereunder such principal amount or
number of Securities as may from time to time be issued at
indeterminate prices, but with an aggregate initial offering
price not to exceed $300,000,000.
(3) Or, if any of the above securities are issued (i) with a
principal amount denominated in a foreign currency or currency
unit, such principal amount as shall result in an aggregate
initial offering price equivalent to $300,000,000 at the time
of the initial offering, or (ii) at an original issue discount,
such greater principal amount as shall result in an aggregate
initial offering price of $300,000,000.
(4) There are being registered hereunder such indeterminate
number of shares of Common Stock as may be issuable upon
conversion or exchange of the Debt Securities or Preferred
Stock being registered hereunder, to the extent any of such
Debt Securities or shares of Preferred Stock are by their
terms convertible into or exchangeable for Common Stock.
(5) $60,000 of thhis total fee was paid on November 17,
1995 in connection with the filing of Registration Statement
No. 33-64353. The balance of $43,448.28, is paid herewith.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment
which specifically states that this Registration Statement
shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus contained in this Registration Statement and
supplements to such Prospectus will also be used in connection
with $250,000,000 of securities registered under Registration
Statement No. 33-60045 and $200,000,000 of securities registered
under Registration Statement No. 33-49997.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution:
The expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting
compensation, are:
Registration Fee ............................. $103,448.28
Rating Agency Fees ........................... 110,000.00*
Printing and Engraving ....................... 15,000.00*
Trustee's Fees and Expenses .................. 20,000.00*
Accounting Fees and Expenses ................. 10,000.00*
Blue Sky and Legal Fees and Expenses ......... 20,000.00*
Miscellaneous ................................ 10,000.00*
Total .................................... $288,448.28*
*Estimated
Item 15. Indemnification of Directors and Officers.
Article V of the By-laws of the Company provides that the
Company shall indemnify, under specified circumstances, persons
who were or are directors, officers or employees of the Company
or who served or serve other business entities at the request
of the Company. Under these By-law provisions, a person who
is wholly successful in defending a claim will be indemnified
for any reasonable expenses. To the extent a person is not
successful in defending a claim, reasonable expenses of the
defense and any liability incurred are to be indemnified under
these provisions only where independent legal counsel or other
disinterested person selected by the Board of Directors
determines that such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to,
the best interests of the Company, and in addition with
respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct of such person was
unlawful. Any expense incurred with respect to any claim may
be advanced by the Company if the recipient agrees to repay
such amount if it is ultimately determined that such recipient
is not to be indemnified pursuant to Article V.
The foregoing By-law provisions generally parallel Sections
1741 and 1745 of the Pennsylvania Business Corporation Law
("BCL"). Section 1746 and the By-laws both also provide that
the indemnification provided for therein shall not be deemed
exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
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Section 1746 of the BCL and the By-laws provide for increased
indemnification protections for directors, officers and others.
Indemnification may be provided by Pennsylvania corporations in
any case except where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1713 of the BCL also sets forth a framework whereby
Pennsylvania corporations, with the approval of the
shareholders, may limit the personal liability of directors
for monetary damages except where the act or omission
giving rise to a claim constitutes self-dealing, willful
misconduct or recklessness. The section does not apply to a
director's responsibility or liability under a criminal or tax
statute and may not apply to liability under Federal statutes,
such as the Federal securities laws.
The Company's Articles and By-laws were amended by the
shareholders to implement the increased protections made
available to directors under the BCL as described in the
preceding paragraph. Article VIII of the By-laws provides
that, except as prohibited by law, every director of the Company
shall be entitled as of right to be indemnified by the Company for
expenses and any and all liability paid or incurred by such
person by reason of such person being or having been a director
of the Company. Expenses incurred with respect to
any claim may be advanced by the Company, subject to certain
exceptions. The shareholders have also approved a form of
indemnity agreement. The Company has entered into such an
indemnity agreement with each of its current directors.
Section 6(b) of the Underwriting Agreement, relating to each
of the Debt Securities and the Preferred Stock (Exhibit 1(a) and
1(b), respectively, hereto) and Section 7(b) of the Agency
Agreement (Exhibit 1(c) hereto) contain provisions relating to
the indemnification by each Underwriter and Agent,
respectively, of the Company, its officers and directors of the
Company and each person, if any, who controls the Company, and
Section 6(a) of such Underwriting Agreement and Section 7(a)
of such Agency Agreement contain provisions relating to the
indemnification by the Company of each Underwriter
and Agent, respectively, and each person controlling the same,
against liabilities arising out of any untrue statement of any
material fact contained in this Registration Statement, or
omission therefrom of any material fact.
The Company has purchased a one year liability insurance
policy with an aggregate limit of $75 million, with certain
specified deductible amounts, for liability of directors and
officers and reimbursement to the Company for indemnification
provided to directors and officers. The policy has an
expiration date of October 1, 1996 and provides liability
insurance and reimbursement coverage for the Company, and its
directors and officers, which is permitted by the laws of
Pennsylvania referred to above.
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Item 16. Exhibits.
Exhibit
Number Description
(1)(a) Form of proposed Underwriting Agreement relating to the
Debt Securities and Warrants to Purchase Debt Securities
(incorporated by reference to Exhibit 1(a) to
Registration Statement No.33-49997 on Form S-3).
(1)(b) Form of proposed Underwriting Agreement relating to the
Preferred Shares (incorporated by reference to
Exhibit 1(b) to Registration Statement No. 33-49997
on Form S-3).
(1)(c) Form of proposed Agency Agreement relating to the
Distribution of Medium-Term Notes (incorporated by
reference to Exhibit 1(b) to Post-Effective Amendment
No. 2 to Registration Statement No. 33-877
on Form S-3).
(3)(i) Articles of the Company (incorporated by reference to
Exhibit 3(i) to Form 10-Q for the quarter ended
June 30, 1993).
(3)(ii) By-laws of the Company (incorporated by reference to
Exhibit 3 to Form 10-Q for the quarter ended
September 30, 1991).
(4)(a) Form of Indenture dated as of September 30, 1993 between
the Company and PNC Bank, National Association, as
Trustee (undated form of Indenture incorporated by
reference to Exhibit 4(a) to Registration
Statement No. 33-49997 on Form S-3).
(4)(b) Form of proposed Warrants to Purchase Debt Securities
(incorporated by reference to Exhibit 4(c) to
Registration Statement No. 2-78009 on Form S-3).
(4)(c) Form of proposed Warrant Agreement relating to the
Warrants to Purchase Debt Securities (incorporated
by reference to Exhibit 4(d) to Registration
Statement No. 2-78009 on Form S-3).
(4)(d) Form of Registered Security which is not an Original
Issue Discount Security (included in Exhibit 4(a)
as Exhibit A).
(4)(e) Form of Registered Security which is an Original Issue
Discount Security (included in Exhibit 4(a) as
Exhibit B).
(4)(f) Form of Bearer Security which is not an Original Issue
Discount Security and form of Related Coupon (included
in Exhibit 4(a) as Exhibit C).
(4)(g) Form of Bearer Security which is an Original Issue
Discount Security and form of Related Coupon
(included in Exhibit 4(a) as Exhibit D).
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(4)(h) Form of Certificate for Shares of Preferred Stock
(incorporated by reference to Exhibit 4(h) to
Registration Statement No. 33-49997 on Form S-3).
(4)(i) Form of Certificate for Shares of Common Stock
(incorporated by reference to Exhibit 4(i) to
Registration Statement No. 33-49997 on Form S-3).
(5) Opinion of Denis A. Demblowski, Esq., counsel to the
Company (filed as part of Registration Statement
No. 33-64353 on November 17, 1995 ).
(8) Opinion and consent of Sullivan & Cromwell, special tax
counsel to the Company (filed as part of Registration
Statement No. 33-64353 on November 17, 1995 ).
(12) Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to Form
10-K for the year ended December 31, 1994 and to
Exhibit 12 to Form 10-Q for the quarter ended
September 30, 1995).
(15) Letter from Coopers & Lybrand L.L.P. regarding unaudited
financial information (filed as part of Registration
Statement No. 33-64353 on November 17, 1995 ).
(23)(a) Consent of Coopers & Lybrand L.L.P. (filed as part of
Registration Statement No. 33-64353 on November 17,
1995 ).
(23)(b) Consent of Denis A. Demblowski, Esq., counsel to the
Company (included as part of Exhibit 5).
(23)(c) Consent of Sullivan & Cromwell (included as part of
Exhibit 8).
(24) Powers of Attorney of certain officers and directors
(filed as part of Registration Statement
No. 33-64353 on November 17, 1995 ).
(25) Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of PNC Bank,
National Association (filed herewith).
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement . Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calcu-
lation of Registration Fee" table in the effective registration
statement ;
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(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Resgistration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering; and
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions described in Item 15 above, the Company has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person
of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 6th day of December, 1995.
ALUMINUM COMPANY OF AMERICA
(Registrant)
By /s/Howard W.Burdett
Howard W. Burdett
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed
below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/Paul H. O'Neill
Paul H. O'Neill Chairman of the Board December 6, 1995
and Director
(Principal Executive Officer)
/s/Jan H.M. Hommen
Jan H.M. Hommen Executive Vice President December 6, 1995
and Chief Financial Officer
(Principal Financial Officer)
/s/Earnest J. Edwards
Earnest J. Edwards Vice President and December 6, 1995
Controller (Principal
Accounting Officer)
Kenneth W. Dam, John P. Diesel, Joseph T. Gorman, Judith M.
Gueron, Sir Ronald Hampel, John P. Mulroney, Sir Arvi Parbo,
Henry B. Schacht, Forrest N. Shumway, Franklin A. Thomas and
Marina v.N. Whitman, each as a Director, on December 6, 1995,
by Barbara S. Jeremiah, their attorney-in-fact.*
*By: /s/Barbara S. Jeremiah
Barbara S. Jeremiah
Attorney-in-Fact
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INDEX OF EXHIBITS
Exhibit
Number Description
(1)(a) Form of proposed Underwriting Agreement relating to the
Debt Securities and Warrants to Purchase Debt Securities
(incorporated by reference to Exhibit 1(a) to
Registration Statement No.33-49997 on Form S-3).
(1)(b) Form of proposed Underwriting Agreement relating to the
Preferred Shares (incorporated by reference to
Exhibit 1(b) to Registration Statement No. 33-49997
on Form S-3).
(1)(c) Form of proposed Agency Agreement relating to the
Distribution of Medium-Term Notes (incorporated by
reference to Exhibit 1(b) to Post-Effective Amendment
No. 2 to Registration Statement No. 33-877
on Form S-3).
(3)(i) Articles of the Company (incorporated by reference to
Exhibit 3(i) to Form 10-Q for the quarter ended
June 30, 1993).
(3)(ii) By-laws of the Company (incorporated by reference to
Exhibit 3 to Form 10-Q for the quarter ended
September 30, 1991).
(4)(a) Form of Indenture dated as of September 30, 1993 between
the Company and PNC Bank, National Association, as
Trustee (undated form of Indenture incorporated by
reference to Exhibit 4(a) to Registration
Statement No. 33-49997 on Form S-3).
(4)(b) Form of proposed Warrants to Purchase Debt Securities
(incorporated by reference to Exhibit 4(c) to
Registration Statement No. 2-78009 on Form S-3).
(4)(c) Form of proposed Warrant Agreement relating to the
Warrants to Purchase Debt Securities (incorporated
by reference to Exhibit 4(d) to Registration
Statement No. 2-78009 on Form S-3).
(4)(d) Form of Registered Security which is not an Original
Issue Discount Security (included in Exhibit 4(a)
as Exhibit A).
(4)(e) Form of Registered Security which is an Original Issue
Discount Security (included in Exhibit 4(a) as
Exhibit B).
(4)(f) Form of Bearer Security which is not an Original Issue
Discount Security and form of Related Coupon (included
in Exhibit 4(a) as Exhibit C).
(4)(g) Form of Bearer Security which is an Original Issue
Discount Security and form of Related Coupon
(included in Exhibit 4(a) as Exhibit D).
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(4)(h) Form of Certificate for Shares of Preferred Stock
(incorporated by reference to Exhibit 4(h) to
Registration Statement No. 33-49997 on Form S-3).
(4)(i) Form of Certificate for Shares of Common Stock
(incorporated by reference to Exhibit 4(i) to
Registration Statement No. 33-49997 on Form S-3).
(5) Opinion of Denis A. Demblowski, Esq., counsel to the
Company (filed as part of Registration Statement
No. 33-64353 on November 17, 1995 ).
(8) Opinion and consent of Sullivan & Cromwell, special tax
counsel to the Company (filed as part of Registration
Statement No. 33-64353 on November 17, 1995 ).
(12) Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to Form
10-K for the year ended December 31, 1994 and to
Exhibit 12 to Form 10-Q for the quarter ended
September 30, 1995).
(15) Letter from Coopers & Lybrand L.L.P. regarding unaudited
financial information (filed as part of Registration
Statement No. 33-64353 on November 17, 1995 ).
(23)(a) Consent of Coopers & Lybrand L.L.P. (filed as part of
Registration Statement No. 33-64353 on November 17,
1995 ).
(23)(b) Consent of Denis A. Demblowski, Esq., counsel to the
Company (included as part of Exhibit 5).
(23)(c) Consent of Sullivan & Cromwell (included as part of
Exhibit 8).
(24) Powers of Attorney of certain officers and directors
(filed as part of Registration Statement
No. 33-64353 on November 17, 1995 ).
(25) Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of PNC Bank,
National Association (filed herewith).
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EXHIBIT 25
_______________________________________________________________
_______________________________________________________________
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) / x /
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
25-1197336
(I.R.S. Employer Identification No.)
One PNC Plaza
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
F. J. Deramo, Vice President, PNC Bank, National Association
27th Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222
(412) 762-3666
(Name, address and telephone number of agent for service)
ALUMINUM COMPANY OF AMERICA
(Exact name of obligor as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation or organization)
23-0317820
(I.R.S. Employer Identification No.)
425 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1850
(Address of principal executive offices - Zip code)
DEBT SECURITIES
(Title of the indenture securities)
_______________________________________________________________
_______________________________________________________________
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes. (See Exhibit T-1-3)
Item 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an
affiliate of the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the
obligor is an affiliate of the trustee.
Item 3 through Item 14.
The issuer currently is not in default under any of its
outstanding securities for which PNC Bank, National
Association is trustee. Accordingly, responses to
Items 3 through 14 of Form T-1 are not required pursuant
to Form T-1 General Instructions B.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under the
indentures qualified or to be qualified under the Act.
Not applicable (trustee is not a foreign trustee).
Item 16. List of exhibits.
List below all exhibits filed as part of this statement
of eligibility.
Exhibit T-1-1 - Articles of Association of the trustee,
with all amendments thereto, as
presently in effect, filed as Exhibit 1
to Trustee's Statement of Eligibility
and Qualification, Registration
No. 33-58107 and incorporated herein by
reference.
Exhibit T-1-2 - Copy of Certificate of the Authority of
the Trustee to Commence Business, filed
as Exhibit 2 to Trustee's Statement of
Eligibility and Qualification, Registra-
tion No. 2-58789 and incorporated herein
by reference.
Exhibit T-1-3 - Copy of Certificate as to Authority of
the Trustee to Exercise Trust Powers,
filed as Exhibit 3 to Trustee's State-
ment of Eligibility and Qualification,
Registration No. 2-58789, and incor-
porated herein by reference.
Exhibit T-1-4 - The By-Laws of the trustee, as presently
in effect, filed as Exhibit 4 to
Trustee's Statement of Eligibility and
Qualification, Registration No. 33-58107
and incorporated herein by reference.
Exhibit T-1-5 - The consent of the trustee required by
Section 321(b) of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken
from the latest Report of Condition of
the trustee published in response to
call made by Comptroller of the
Currency under Section 5211 U.S.
Revised Statutes.
NOTE
The answers to this statement, insofar as such answers
relate to (a) what persons have been underwriters for any
securities of the obligor within three years prior to the date
of filing this statement, or are owners of 10% or more of the
voting securities of the obligor, or are affiliates or
directors or executive officers of the obligor, and (b) the
voting securities of the trustee owned beneficially by the
obligor and each director and executive officer of the
obligor, are based upon information furnished to the trustee
by the obligor and also, in the case of (b) above, upon an
examination of the trustee's records. While the trustee has
no reason to doubt the accuracy of any such information
furnished by the obligor, it cannot accept any responsibility
therefor.
Signature appears on next page
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the trustee, PNC Bank, National Association, a corporation
organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Pittsburgh, and Commonwealth of
Pennsylvania on November 28, 1995.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/F. J. Deramo
F. J. Deramo
Vice President
EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990, in connection with the proposed issuance
by Aluminum Company of America (a Pennsylvania Corporation) of
Debt Securities, we hereby consent that reports of examination
by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/F. J. Deramo
F. J. Deramo
Vice President
Dated: November 28, 1995
EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
September 30, 1995
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
Thousands
of Dollars
----------
ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin $ 1,573,515
Interest-Bearing Balances 13,608
Securities
Held-to-maturity securities 11,883,150
Available-for-sale securities 1,718,791
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold 408,223
Securities purchased under agreements to resell 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $25,891,444
LESS: Allowance for loan and lease losses 663,361
----------
Loans and leases, net of unearned income,
allowance and reserve 25,255,083
Trading assets 14,757
Premises and fixed assets (including capitalized leases) 479,816
Other real estate owned 49,741
Investments in unconsolidated subsidiaries and
associated companies 26,254
Customers' liability to this bank on acceptances
outstanding 59,350
Intangible assets 667,888
Other assets 742,403
-----------
Total Assets $ 42,892,579
===========
LIABILITIES
Deposits:
In domestic offices $ 21,262,125
Noninterest-bearing $ 5,031,432
Interest-bearing 16,230,693
In foreign offices, Edge and
Agreement subsidiaries, and IBFs 1,412,910
Noninterest-bearing $ 311
Interest-bearing 1,412,599
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased 1,924,623
Securities sold under agreements to repurchase 4,305,653
Demand notes issued to U.S. Treasury 750,269
Trading Liabilities 14,788
Other borrowed money
With original maturity of one year or less 8,402,388
With original maturity of more than one year 622,252
Mortgage indebtedness and obligations under
capitalized leases 4,993
Bank's liability on acceptances executed and outstanding 59,350
Subordinated notes and debentures 499,878
Other liabilities 579,281
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Total liabilities 39,838,510
EQUITY CAPITAL
Common Stock 30,850
Surplus 993,808
Undivided profits and capital reserves 2,074,584
Net unrealized holding gains (losses) on
available-for-sale securities (45,173)
Total equity capital 3,054,069
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Total liabilities and equity capital $ 42,892,579
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