UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-3610
ALUMINUM COMPANY OF AMERICA
(Exact name of registrant 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 offices)
(Zip code)
Registrant's telephone number--area code 412
Investor Relations------------553-3042
Office of the Secretary------553-4707
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
Common Stock, par value $1.00 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the
past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 6, 1998 there were 168,134,011 shares of common
stock, par value $1.00, of the registrant outstanding. The
aggregate market value of such shares, other than shares held by
persons who may be deemed affiliates of the registrant, was
approximately $12,001 million.
Documents incorporated by reference.
Parts I and II of this Form 10-K incorporate by reference
certain information from the registrant's 1997 Annual Report to
Shareholders. Part III of this Form 10-K incorporates by
reference the registrant's Proxy Statement dated March 11, 1998,
except for the performance graph and Compensation Committee
Report.
This Amendment to Form 10-K is being filed to amend Item 4A
and Item 10. The full text of Item 4A and Item 10 is set forth
in this Amendment to Form 10-K.
-1-
Item 4A. Executive Officers of the Registrant.
The names, ages, positions and areas of responsibility of
the executive officers of the Registrant as of March 1, 1998 are
listed below.
Paul H. O'Neill, 62, Chairman of the Board and Chief
Executive Officer. Mr. O'Neill was elected a director of Alcoa
in 1986 and became Chairman of the Board and Chief Executive
Officer in June 1987. Before joining Alcoa, Mr. O'Neill had been
an officer since 1977 and President and a director since 1985 of
International Paper Company.
Alain J. P. Belda, 54, President and Chief Operating
Officer. Mr. Belda was elected President and Chief Operating
Officer in January 1997. He was President of Alcoa Aluminio S.A.
in Brazil from 1979 to March 1994. Mr. Belda was elected Vice
President of Alcoa in 1982 and, in 1989, was given responsibility
for all of Alcoa's interests in Latin America (other than
Suriname). In August 1991 he was named President - Latin America
for the Company. Mr. Belda was elected Executive Vice President
in 1994 and Vice Chairman in 1995.
George E. Bergeron, 56, Executive Vice President. Mr.
Bergeron was named President - Alcoa Closure Systems
International in 1982 and was elected Vice President and General
Manager - Rigid Packaging Division in July 1990. He was
appointed President - Rigid Packaging Division in 1991.
Mr. Bergeron was elected Executive Vice President of Alcoa in
January 1998 and is responsible for corporate growth initiatives.
Michael Coleman, 47, Vice President and President - Alcoa
Rigid Packaging Division. Mr. Coleman joined Alcoa in January
1998. He had been Vice President - Operations of North Star
Steel from 1993 to 1994, Executive Vice President - Operations
from 1994 to 1996 and President from 1996 through 1997. Mr.
Coleman joined North Star Steel in 1982.
Richard L. Fischer, 61, Executive Vice President -
Chairman's Counsel. Mr. Fischer was elected Vice President and
General Counsel in 1983 and became Senior Vice President in 1984.
He was given the additional responsibility for Corporate
Development in 1986 and in 1991 named to his present position.
In his current assignment, Mr. Fischer is responsible for
Corporate Development and the expansion and integration of
Alcoa's international business activities.
L. Patrick Hassey, 52, Vice President and President - Alcoa
Europe. Mr. Hassey joined Alcoa in 1967 and was named Davenport
Works Manager in 1985. In 1991, he was elected a Vice President
of Alcoa and appointed President - Aerospace/Commercial Rolled
Products Division. Mr. Hassey was appointed President - Alcoa
Europe in November 1997.
Patricia L. Higgins, 48, Vice President and Chief
Information Officer. Ms. Higgins joined Alcoa in January 1997
and is responsible for the integration and implementation of the
Company's computer initiatives. She began her career at American
Telephone & Telegraph Co. in 1977 and was Vice President of
International Sales Operations in Network Systems before joining
Nynex Corporation in 1991 as Group Vice President, Manhattan
Market Area. In 1995, Ms. Higgins moved to Unisys Corporation
where she was President, Communications Market Sector Group.
Richard B. Kelson, 51, Executive Vice President and Chief
Financial Officer. Mr. Kelson was appointed Assistant Secretary
and Managing General Attorney in 1984 and Assistant General
Counsel in 1989. He was elected Senior Vice President -
Environment, Health and Safety in 1991 and Executive Vice
President and General Counsel in May 1994. Mr. Kelson was named
to his current position in May 1997.
Frank L. Lederman, 48, Vice President and Chief Technical
Officer. Mr. Lederman was Senior Vice President and Chief
Technical Officer of Noranda, Inc., a Canadian-based, diversi-
fied natural resource company, from 1988 to 1995.
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Mr. Lederman joined Alcoa as a Vice President in May 1995 and
became Chief Technical Officer in December 1995. In his current
position Mr. Lederman directs operations of the Alcoa Technical
Center.
G. John Pizzey, 52, Vice President and President, Alcoa
World Alumina. Mr. Pizzey joined Alcoa of Australia Limited in
1970 and was appointed to the board of Alcoa of Australia as
Executive Director - Victoria Operations and Managing Director of
Portland Smelter Services in 1986. He was named President -
Bauxite and Alumina Division of Alcoa in 1994 and President -
Primary Metals Division of Alcoa in 1995. Mr. Pizzey was elected
a Vice President of Alcoa in 1996 and was appointed President -
Alcoa World Alumina in November 1997.
Lawrence R. Purtell, 50, Executive Vice President -
Environment, Health and Safety and General Counsel. Mr. Purtell
joined Alcoa in November 1997. He had been Corporate Secretary
and Associate General Counsel of United Technologies Corporation
from 1989 to 1992. Mr. Purtell was Vice President and General
Counsel of Carrier Corporation, a unit of United Technologies
Corporation and international designer, manufacturer and marketer
of heating, ventilating and air conditioning equipment and ser-
vices, from 1992 to 1993. Mr. Purtell was Senior
Vice President and General Counsel and Corporate Secretary of
McDermott International, Inc. from 1993 to 1996. In 1996, he
joined Koch Industries, Inc. as Senior Vice President, General
Counsel and Corporate Secretary.
Robert F. Slagle, 57, Executive Vice President, Human
Resources and Communications. Mr. Slagle was elected Treasurer
in 1982 and Vice President in 1984. In 1986, he was named Vice
President - Industrial Chemicals and, in 1987, was named Vice
President - Industrial Chemicals and U.S. Alumina Operations.
Mr. Slagle was named Vice President - Raw Materials, Alumina and
Industrial Chemicals in 1989, and Vice President of Alcoa and
Managing Director - Alcoa of Australia Limited in 1991. He was
named President - Alcoa World Alumina in 1996 and was elected to
his current position in November 1997.
G. Keith Turnbull, 62, Executive Vice President - Alcoa
Business System. Dr. Turnbull was appointed Assistant Director
of Alcoa Laboratories in 1980. He was named Director -
Technology Planning in 1982, Vice President - Technology Planning
in 1986 and Executive Vice President - Strategic
Analysis/Planning and Information in 1991. In January 1997 he
was named to his current position, with responsibility for
company-wide implementation of Alcoa Business System.
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Item 10. Directors and Executive Officers of the Registrant.
The information regarding Directors contained under the
caption "The Board of Directors" on pages 7 through 13 of the
Registrant's definitive Proxy Statement dated March 11, 1998 (the
Proxy Statement) that is incorporated herein by reference is
being amended as follows:
Kenneth W. Dam
Age: 65
Director since: 1987
Principal occupation: Max Pam Professor of American and
Foreign Law, University of Chicago
Law School since 1992.
Recent business experience: Mr. Dam served as President and
Chief Executive Officer for United
Way of America in 1992, Vice Presi-
dent for Law and External Relations
of IBM Corporation from 1985 to
1992, Deputy Secretary of State
1982 to 1985 and Provost of the
University of Chicago from 1980 to
1982.
Other directorships: Council on Foreign Relations, the
Brookings Institution and a number
of nonprofit organizations.
Marina v.N. Whitman
Age: 62
Director since: 1994
Principal occupation: Professor of Business Administra-
tion and Public Policy, School of
Business Administration, and the
School of Public Policy at the
University of Michigan since 1992.
Recent business experience: Dr. Whitman was Vice President and
Group Executive, Public Affairs and
Marketing Staffs of General Motors
Corporation from 1985 to 1992 and
Vice President and Chief Economist
from 1979 to 1985. She was a
member of the President's Council
of Economic Advisers from 1972 to
1973.
Other directorships: Browning-Ferris Industries, Inc.,
The Chase Manhattan Corporation,
The Procter & Gamble Company and
Unocal Corporation.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ALUMINUM COMPANY OF AMERICA
June 26, 1998 By /s/Richard B. Kelson
Richard B. Kelson
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
