As filed with the Securities and Exchange Commission
on May 28, 1997
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,
Senior Counsel and Secretary
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
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Aluminum Company
of America,
common stock,
$1 par value 8,600,000 72.125 620,275,000.00 187,962.12
<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 May , 1997
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The Registrant incorporates by reference the contents of
previously-filed Registration Statements: Registration Nos.
33-22346, 33-49109, and 33-60305 on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by
reference.
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(c) The description of the Registrant's Common Stock set
forth in the Registrant's Registration Statement filed pursuant
to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and any amendments or reports
filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities to which this Registration
Statement relates has been passed upon by Thomas F. Seligson,
Counsel of the Company. Mr. Seligson is eligible to
participate in the Plan.
ITEM 6. 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.
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.
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, 1997 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
(5) Opinion of Thomas F. Seligson, Counsel 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 as part of Exhibit 5).
(24) Powers of Attorney of certain officers and directors
of the Company.
ITEM 9. 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) 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
"Calculation of Registration Fee" table in the effective
registration statement;
(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 Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration 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
Exchange Act 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 6 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.
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 28th day
of May, 1997.
ALUMINUM COMPANY OF AMERICA
(Registrant)
/s/Ronald R. Hoffman
Ronald R. Hoffman
Executive Vice President
Human Resources 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 and May 28, 1997
Paul H. O'Neill Chief Executive Officer
(Principal Executive Officer)
/s/Richard B. Kelson Executive Vice President and May 28, 1997
Richard B. Kelson Chief Financial Officer
(Principal Financial Officer)
/s/Earnest J. Edwards Senior Vice President May 28, 1997
Earnest J. Edwards and Controller
(Principal Accounting Officer)
Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Sir Ronald
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 May 28, 1997,
by Denis A. Demblowski, their attorney-in-fact.
/s/Denis A. Demblowski
Denis A. Demblowski
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number Description
5 Opinion of Thomas F. Seligson, Counsel 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
May 27, 1997
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 8,600,000 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 Counsel 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/Thomas F. Seligson
Thomas F. Seligson
Counsel
EXHIBIT 15
May 27, 1997
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 4, 1997, accompanying
interim financial information of Aluminum Company of America
and subsidiaries for the three month period ended March 31,
1997 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.
COOPERS & LYBRAND L.L.P.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We 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 8, 1997 on our audits of the consolidated
financial statements and financial statement schedule of
Aluminum Company of America and consolidated subsidiaries
as of December 31, 1996 and 1995, and for each of the three
years in the period ended December 31, 1996 which reports
are incorporated by reference or included in the Company's
1996 Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
May 27, 1997
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 ROBERT G. WENNEMER,
EARNEST J. EDWARDS and DENIS A. DEMBLOWSKI, 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 Exchange 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 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 amendments
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-effective 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 have subscribed these
presents on the date set opposite their names below.
/s/ Kenneth W. Dam 5/8/97 /s/ Sir Arvi Parbo 5/8/97
Kenneth W. Dam Sir Arvi Parbo
/s/ Joseph T. Gorman 5/8/97 /s/ Henry B. Schacht 5/8/97
Joseph T. Gorman Henry B. Schacht
/s/ Judith M. Gueron 5/8/97 /s/ Forrest N. Shumway 5/8/97
Judith M. Gueron Forrest N. Shumway
/s/ Sir Ronald Hampel 5/8/97 /s/ Franklin A. Thomas 5/8/97
Sir Ronald Hampel Franklin A. Thomas
/s/ John P. Mulroney 5/8/97 /s/ Marina v.N. Whitman 5/8/97
John P. Mulroney Marina v.N. Whitman
