As filed with the Securities and Exchange Commission
on November 19, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALCOA INC.
(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)
ALUMAX INC. THRIFT PLAN FOR SALARIED EMPLOYEES
ALUMAX INC. THRIFT PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
ALUMAX INC. THRIFT PLAN FOR HOURLY EMPLOYEES
(Full Titles of Plans)
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(1)(2) Share(3) Price(3) Fee
<S> <C> <C> <C> <C>
Alcoa Inc.
common stock, 200,000 62.3125 12,462,500.00 3,464.58
$1 par value shares
Thrift Plan
For Salaried 125,000 62.3125 7,789,062.00
Employees shares
Thrift Plan
For Collectively 30,000 62.3125 1,869,375.00
Bargained shares
Employees
Thrift Plan
For Hourly 45,000 62.3125 2,804,062.00
Employees shares
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this Registration Statement also covers an
indeterminate number of interests to be offered or sold pursuant
to the Plans described herein.
(2) Pursuant to Rule 416(a), also covers additional securities
that may be offered as a result of stock splits, stock dividends
or similar transactions.
(3) 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 November 12, 1999.
</TABLE>
EXPLANATORY NOTE
On July 31, 1998, Alcoa Inc. ("Alcoa" or the "Registrant" or
the "Company") consummated its acquisition of all of the
outstanding shares of common stock of Alumax Inc., a Delaware
corporation ("Alumax"). This Registration Statement relates to
200,000 shares of Alcoa common stock, par value $1.00 per share
(the "Common Stock"), that will be offered or sold from time to
time to eligible participants under the Alumax Inc. Thrift Plan
for Salaried Employees, the Alumax Inc. Thrift Plan for
Collectively Bargained Employees or the Alumax Inc. Thrift Plan
for Hourly Employees (the "Plans"), beginning November 22, 1999.
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, 1998;
(b) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999; and
(c) Current Reports on Form 8-K dated January 4, 1999,
January 8, 1999, August 18, 1999 and November 8, 1999.
All documents filed by the Registrant or the Plans
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities
offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated, or deemed to
be incorporated, by reference herein or contained in this
Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent any statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered under the Securities Exchange
Act of 1934 and listed on the New York Stock Exchange and various
foreign exchanges.
Set forth below is a description of the Common Stock. The
following statements are summaries of, and are subject to the
detailed provisions of, the Registrant's Articles of
Incorporation and By-laws and to the relevant provisions of the
Pennsylvania Business Corporation Law.
Alcoa currently has 600,000,000 shares of authorized Common
Stock.
Holders of Common Stock will receive dividends when and as
declared by the Board of Directors of Alcoa. However, no
dividend will be declared or paid on Common Stock if any Alcoa
preferred stock is outstanding, unless all dividends accrued on
all classes of Alcoa preferred stock and the current quarter
yearly dividend on the Alcoa $3.75 Cumulative Serial Preferred
Stock have been paid or declared and a sum sufficient for payment
has been set apart.
Holders of Common Stock have one vote per share.
Upon any liquidation, dissolution, or winding up of Alcoa,
whether voluntary or involuntary, after payments to holders of
Alcoa preferred stock in an amount fixed by the Board of
Directors of Alcoa, plus accrued dividends, the remaining assets
of Alcoa belong to and will be divided among the holders of
Common Stock. The consolidation or merger of Alcoa with or into
any other corporation(s) or a share exchange or division
involving Alcoa pursuant to applicable law is not a liquidation,
dissolution, or winding up of Alcoa under the Alcoa Articles.
Holders of Common Stock have no right to participate in any
right of subscription to any increased or additional capital
stock of Alcoa.
Common Stock does not have any applicable conversion,
redemption, or sinking fund provisions and is not liable to
further call or assessment by Alcoa. All issued and outstanding
shares of Common Stock are paid fully and are non-assessable.
The Alcoa Articles provide for a classified Board of
Directors, divided into three classes as nearly equal as
possible, with each class serving a staggered three-year term.
The Articles provide that shareholders voting 80 percent of the
votes that would be entitled to be cast at an annual election of
directors may remove directors, with or without cause. They also
provide that vacancies are to be filled only by a majority vote
of the remaining directors, unless a vacancy resulted because of
a vote of the shareholders, in which case the shareholders may
fill the vacancy.
A shareholder wishing to nominate directors at an annual
meeting of Alcoa shareholders must provide written notice at
least 90 days before the anniversary date of the prior year's
meeting.
The Alcoa Articles require the approval of 80 percent of the
votes entitled to be cast in order to amend the provisions in the
Alcoa Articles relating to the classification of the Board of
Directors, nomination of directors, removal of directors, and
certain other matters.
The Alcoa Articles provide that, unless a stock repurchase
is made in either a tender offer or exchange offer for a class of
capital stock that is made available to all holders of the class
on the same basis, or in an open market purchase program approved
by Alcoa's Board of Directors, Alcoa may not repurchase stock
from a shareholder who owns five percent or more of Alcoa's
voting stock at prices greater than the current fair market value
without the affirmative vote of a majority of shares held by
persons other than such five percent shareholder.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock to be issued in connection
with the Plans will be passed upon by Denis A. Demblowski, Esq.,
Secretary and Senior Counsel of Alcoa. Mr. Demblowski is a
participant in Alcoa's stock option plan and various other
employee benefit plans offered to employees of Alcoa. Mr.
Demblowski is not a participant in any of 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 Registrant 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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 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 has reasonable grounds to
believe 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
19th day of November, 1999.
ALCOA INC.
(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/Alain J.P. Belda
Alain J.P. Belda President and November 19, 1999
Chief Executive Officer
(Principal Executive Officer)
/s/Richard B. Kelson
Richard B. Kelson Executive Vice President and November 19, 1999
Chief Financial Officer
(Principal Financial Officer)
/s/Timothy S. Mock
Timothy S. Mock Vice President and November 19, 1999
Controller
(Principal Accounting Officer)
Alain J.P. Belda, 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 19, 1999, by Denis A.
Demblowski, their attorney-in-fact.
/s/Denis A. Demblowski
Denis A. Demblowski
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933,
the Plans' Benefits Management Committee 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 19th day of
November, 1999.
Alcoa Inc. Benefits Management Committee
By: /s/Richard B. Kelson
Richard B. Kelson, Member
By: /s/Robert F. Slagle
Robert F. Slagle, Member
By: /s/William J. O'Rourke, Jr.
William J. O'Rourke, Jr., Member
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
November 19, 1999
Alcoa Inc.
201 Isabella Street
Pittsburgh, PA 15212-5858
Dear Sir/Madame:
This opinion is furnished in connection with the
registration by Alcoa Inc. (the "Company") pursuant to a
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended
(the "1933 Act"), of an aggregate of 200,000 shares of
common stock, $1.00 par value (the "Shares"), which are to
be offered and sold by the Company through the following
plans: the Alumax Inc. Thrift Plan for Salaried Employees,
the Alumax Inc. Thrift Plan for Collectively Bargained
Employees and the Alumax Inc. Thrift Plan for Hourly
Employees (collectively, the "Plans").
As Senior Counsel of the Company, I am of the opinion, based
upon my familiarity with the affairs of the Company and upon
my examination of the law and pertinent documents, that the
Shares, when issued and sold pursuant to the Plans, will be
legally issued, fully paid and non-assessable shares of
common stock of the Company.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as an
Exhibit to the Registration Statement with respect to the
Shares under the 1933 Act. In giving this consent, I do not
admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules
and Regulations of the Commission issued thereunder.
Very truly yours,
/s/Denis A. Demblowski
Denis A. Demblowski
Senior Counsel
Exhibit 15
November 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Alcoa Inc.
We are aware that our reports dated April 7, 1999, July 7,
1999 and October 6, 1999, accompanying interim financial
information of Alcoa Inc. and subsidiaries for the three-
month period ended March 31, 1999, the six-month period
ended June 30, 1999 and the nine-month period ended
September 30, 1999, 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 as 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 Registration Statement on Form S-8, relating to the
Alumax Inc. Thrift Plan for Salaried Employees, The Alumax
Inc. Thrift Plan for Collectively Bargained Employees and
the Alumax Inc. Thrift Plan for Hourly Employees
(collectively, the "Plans") and the shares of Alcoa Inc.
common stock to be issued in accordance with the Plans, of
our reports dated January 8, 1999 on our Audits of the
consolidated financial statements and financial statement
schedule of Alcoa Inc. and consolidated subsidiaries as of
December 31, 1998 and 1997, and for each of the three years
in the period ended December 31,1998, which reports are
incorporated by reference or included in the Company's 1998
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
November 19, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
Directors of Alcoa Inc. (the "Company") hereby constitute and
appoint RICHARD B. KELSON, ROBERT G. WENNEMER, TIMOTHY S. MOCK
and DENIS A DEMBLOWSKI, or any of them, their 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 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 Alumax Inc. Thrift Plan for Salaried Employees, Alumax
Inc. Thrift Plan for Hourly Employees and Alumax Thrift Plan for
Collectively Bargained Employees or any successor plans (the
"Plans"), including specifically, but without limiting the
generality of the foregoing, power and authority to sign the name
of the undersigned Directors to any registration statements to be
filed with the Securities and 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
statements, and to any instruments or documents filed as part of
or in connection with any such registration statements or pre-
effective amendments or post-effective amendments or supplements
thereto; and the undersigned hereby ratify and confirm 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.
November 12, 1999 /s/Kenneth W. Dam
Kenneth W. Dam
November 12, 1999 /s/Joseph T. Gorman
Joseph T. Gorman
November 12, 1999 /s/Judith M. Gueron
Judith M. Gueron
November 12, 1999 /s/Sir Ronald Hampel
Sir Ronald Hampel
November 12, 1999 /s/Hugh M. Morgan
Hugh M. Morgan
November 12, 1999 /s/John P. Mulroney
John P. Mulroney
November 12, 1999 /s/Paul H. O'Neill
Paul H. O'Neill
November 12, 1999 /s/Henry B. Schacht
Henry B. Schacht
November 12, 1999 /s/Franklin A. Thomas
Franklin A. Thomas
November 12, 1999 /s/Marina v.N. Whitman
Marina v.N. Whitman
