As filed with the Securities and Exchange Commission
on August 31, 1998
Registration No. 333-
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.)
201 Isabella Street, Alcoa Corporate Center,
Pittsburgh, Pennsylvania 15212-5858
(Address of principal executive office, including zip code)
THE FOLLOWING PLANS ARE ASSUMED BY ALUMINUM COMPANY OF AMERICA
BY REASON OF THE MERGER DESCRIBED IN THE EXPLANATORY NOTE:
ALUMAX INC., 1993 LONG TERM INCENTIVE PLAN
ALUMAX INC., 1995 EMPLOYEE EQUITY OWNERSHIP PLAN
(Full Title of Plan)
Denis A. Demblowski,
Secretary and Senior Counsel
201 Isabella Street, Alcoa Corporate Center,
Pittsburgh, Pennsylvania 15212-5858
(Name and address of agent for service)
Telephone number of agent for service (412) 553-3856
<TABLE>
<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 341,250 60.625 20,688,281.25 6,103.04
<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 August 28, 1998
</TABLE>
EXPLANATORY NOTE
On July 31, 1998, Alcoa consummated its acquisition of all
of the outstanding shares of common stock (the "Alumax
Transaction") of Alumax Inc., a Delaware corporation ("Alumax").
On March 13, 1998, Alcoa commenced the Alumax Transaction with a
cash tender offer (the "Offer") for one-half of the outstanding
Alumax shares at $50.00 per share. The Offer expired on June 16,
1998, at which time Alcoa accepted for payment 27,540,00 shares
of Alumax common stock, representing approximately 51% of the
outstanding Alumax common stock. The Offer was followed by a
merger in which each remaining outstanding share of Alumax common
stock was converted into 0.6975 of a share of Alcoa common stock.
Shares of Alcoa common stock will now be used to fund the Alumax
Inc., 1993 Long Term Incentive Plan and the Alumax Inc., 1995
Employee Equity Ownership Plan.
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, 33-60305, and 333-27903 on Form S-8. The
Registrant also incorporates by reference the contents of
previously-filed Registration Statements filed by Alumax Inc.:
Registration Nos. 33-83008, 333-39079, and 333-26511.
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, 1997.
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(c) Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
(d) 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 Denis A. Demblowski,
Senior Counsel of the Company. Mr. Demblowski is not eligible to
participate in the Plans.
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 corpora-
tions 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 three year liability insurance
policy with an aggregate limit of $100 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, 2000 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 Denis A. Demblowski, Senior Counsel of the
Company.
(15) Letter from Independent Public Accountants regarding
unaudited financial information.
(23)(a) Consent of PricewaterhouseCoopers LLP
(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 regis-
tration 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exhange 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 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 31st day of
August, 1998.
ALUMINUM COMPANY OF AMERICA
(Registrant)
/s/Robert F. Slagle
Robert F. Slagle
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 August 31, 1998
Paul H. O'Neill Chief Executive Officer
(Principal Executive Officer)
/s/Richard B. Kelson Executive Vice President and August 31, 1998
Richard B. Kelson Chief Financial Officer
(Principal Financial Officer)
/s/Earnest J. Edwards Senior Vice President August 31, 1998
Earnest J. Edwards and Controller
(Principal Accounting Officer)
Kenneth W. Dam, Joseph T. Gorman, Judith M. Gueron, Sir Ronald
Hampel, Hugh M. Morgan, John P. Mulroney, Paul H. O'Neill, Henry
B. Schacht, Franklin A. Thomas and Marina v.N. Whitman, each as a
Director, on August 31, 1998, 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 Denis A. Demblowski, Senior Counsel of the
Company.
15 Letter from Independent Public Accountants regarding
unaudited financial information.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney for certain officers and directors
of the Company.
Exhibit 5
August 31, 1998
Aluminum Company of America
Alcoa Corporate Center
201 Isabella Street
Pittsburgh, PA 15212-5858
Ladies and Gentlemen:
You have requested my opinion as to the legality of any
original issue shares, up to 341,250 shares, of common
stock, par value $1.00 per share, of Aluminum Company of
America (the "Company") which may be distributed pursuant to
the Alumax Inc. 1993 Long Term Incentive Plan and the Alumax
Inc. 1995 Employee Equity Ownership Plan (collectively the
"Plans"), 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 Senior 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 Plans 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 Plans 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
Senior Counsel
Exhibit 15
August 31, 1998
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 reports dated April 6, 1998 and
July 7, 1998 except for Note i, for which the date is
August 5, 1998, accompanying interim financial information
of Aluminum Company of America and subsidiaries for the
three month and six month periods ended March 31 and June 30,
1998 and included in Alcoa's Quarterly Reports on Form 10-Q
for the quarters then ended, are incorporated by reference in
this registration statement. Pursuant to Rule 436(c) under
the Securities Act of 1933, these reports 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/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
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 Alumax Inc. 1993 Long Term
Incentive Plan and the Alumax Inc. 1995 Employee Equity
Ownership Plan, the shares of common stock to be issued in
accordance with the Plans, of our reports dated January 8,
1998, except for Note V, for which the date is February 6,
1998, on our Audits of the consolidated financial statements
and financial statement schedule of Aluminum Company of
America and consolidated subsidiaries as of December 31,
1997 and 1996, and for each of the three years in the period
ended December 31, 1997 which reports are incorporated by
reference or included in the Company's 1997 Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Pittsburgh, Pennsylvania
August 31, 1998
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 RICHARD B. KELSON,
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 stock
options issued under Alumax Inc. benefit plans or any successor
plans, 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
plans or successor plans 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 7/10/98 /s/John P. Mulroney 7/10/98
Kenneth W. Dam John P. Mulroney
/s/Joseph T. Gorman 7/10/98 /s/Henry B. Schacht 7/10/98
Joseph T. Gorman Henry B. Schacht
/s/Judith M. Gueron 7/10/98 /s/Franklin A. Thomas 7/10/98
Judith M. Gueron Franklin A. Thomas
/s/Sir Ronald Hampel 7/10/98 /s/Marina v.N. Whitman 7/10/98
Sir Ronald Hampel Marina v.N. Whitman
/s/Hugh M. Morgan 7/10/98
Hugh M. Morgan
