As filed with the Securities and Exchange Commission
on November 23, 1998
Registration No. 333-62663
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO 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
ALUMAX INC., NON-EMPLOYEE DIRECTORS STOCK COMPENSATION 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
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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
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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, the Alumax Inc., 1995
Employee Equity Ownership Plan and certain awards under the
Alumax Inc., Non-Employee Directors Stock Compensation Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registration Statement on Form S-8, File
No. 333-62663, is incorporated by reference herein.
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).
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
Post Effective Amendment No. 1 to the 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 23rd day of November, 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 Post Effective Amendment No. 1 to the 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 November 23, 1998
Paul H. O'Neill Chief Executive Officer
(Principal Executive Officer)
/s/Richard B. Kelson Executive Vice President and November 23, 1998
Richard B. Kelson Chief Financial Officer
(Principal Financial Officer)
/s/Earnest J. Edwards Senior Vice President November 23, 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 November 23, 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).
Exhibit 5
November 23, 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, the Alumax
Inc. 1995 Employee Equity Ownership Plan and the Alumax
Inc. Non-Employee Directors Stock Compensation 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
November 23, 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,
July 7, 1998 except for Note i, for which the date is
August 5, 1998 and October 6, 1998, on the review of the
interim financial information of Aluminum Company of America
and subsidiaries for the three month, six month and nine month
periods ended March 31, June 30, and September 30, 1998 and
included in Alcoa's Quarterly Report 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, the Alumax Inc. 1995 Employee Equity
Ownership Plan, and the Alumax Inc. Non-Employee Directors
Stock Compensation 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
November 23, 1998
