AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2000
REGISTRATION NO.333-93849
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALCOA INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 3334 25-0317820
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification
Organization) Code Number) Number)
201 ISABELLA STREET
PITTSBURGH, PENNSYLVANIA 15212
(412) 553-4545
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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LAWRENCE R. PURTELL
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
ALCOA INC.
201 ISABELLA STREET
PITTSBURGH, PENNSYLVANIA 15212
(412) 553-4545
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Copies to:
J. MICHAEL SCHELL, ESQ. ANDREW R. BROWNSTEIN, ESQ.
MARGARET L. WOLFF, ESQ. WACHTELL, LIPTON, ROSEN & KATZ
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 51 WEST 52ND STREET
919 THIRD AVENUE NEW YORK, NEW YORK 10019
NEW YORK, NEW YORK 10022 (212) 403-1000
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effectiveness of this Registration Statement
and the satisfaction or waiver of all other conditions to the merger (the
"Merger") of a subsidiary of the Registrant with and into Reynolds Metals
Company ("Reynolds") pursuant to the Agreement and Plan of Merger, dated as
of August 18, 1999, described in the enclosed proxy statement and
prospectus.
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If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
|_| _____________
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X| 333-93849
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EXPLANATORY NOTE
Alcoa Inc. (the "Registrant") hereby amends its Registration Statement on
Form S-4 (No. 333-93849), declared effective on December 30, 1999 (the
"Registration Statement"), by filing this post-effective amendment No. 1
(this "Amendment"). This Amendment is being filed solely to add Exhibit
99.1 of the Registration Statement.
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Article V of the Bylaws of Alcoa provides that Alcoa shall indemnify,
under specified circumstances, persons who were or are directors, officers
or employees of Alcoa or who served or serve other business entities at the
request of Alcoa. Under these Bylaw 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 determined
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 Alcoa, 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 Alcoa 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 Bylaw provisions generally parallel Section 1741 and
1745 of the Pennsylvania Business Corporation Law ("PBCL"). Section 1746
and the Bylaws both also provide that the indemnification provided for
shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
Section 1746 of the PBCL and the Bylaws 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 PBCL 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
director has breached or failed to perform his or her duties and the breach
or failure to perform 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.
Alcoa's Articles and Bylaws were amended by the shareholders to
implement the increased protections made available under the PBCL as
described in the preceding paragraph. Article VIII of the Bylaws provides
that, except as prohibited by law, every director of Alcoa shall be
entitled as of right to be indemnified by Alcoa 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 Alcoa. Expenses incurred with respect to
any claim may be advanced by Alcoa, subject to certain exceptions. The
shareholders have also approved a form of indemnity agreement. Alcoa has
entered into such an indemnity agreement with each of its current
directors.
Alcoa has purchased a three-year insurance policy with an aggregate
limit of $100 million, with certain specified deductible amounts. The
policy provides coverage for various executive and corporate risks,
including liability of directors and officers. The policy has an expiration
date of October 1, 2000 and provides liability insurance and reimbursement
coverage for Alcoa, and its directors and officers, which is permitted by
Section 1747 of the PBCL.
The Alcoa Articles provide that except as prohibited by law, Alcoa
may indemnify any person who is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the
corporation as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) and may take such steps as may be
deemed appropriate by the Board of Directors, including purchasing and
maintaining insurance, entering into contracts (including, without
limitation, contracts of indemnification between the corporation and its
directors and officers), creating a trust fund, granting security interests
or using other means (including, without limitation, a letter of credit) to
ensure the payment of such amounts as may be necessary to effect such
indemnification. Alcoa's Bylaws provide for indemnification of such persons
to the fullest extent permitted by law.
The Alcoa Articles also provide that to the fullest extent that the
laws of the Commonwealth of Pennsylvania permit elimination or limitation
of the liability of directors, no director of the corporation shall be
personally liable for monetary damages for any action taken, or any failure
to take any action.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits.
See Exhibit Index.
(b) Financial Statement Schedules.
None.
(c) Item 4(b) Information.
The opinions of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. are attached as Annexes B
and C, respectively, to the proxy statement and prospectus.
Item 22. Undertakings.
(a) The undersigned 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 this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this 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 percent 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 this
registration statement or any material change to such
information 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.
(b) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder,
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act of 1933, the issuer undertakes
that such reoffering prospectus will contain the information called for by
the applicable registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(c) The undersigned registrant hereby undertakes that every
prospectus: (i) that is filed pursuant to the paragraph immediately
preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
(e) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.
(f) The undersigned registrant hereby undertakes 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 Securities Exchange Act of 1934 (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 this 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.
(g) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
PITTSBURGH, COMMONWEALTH OF PENNSYLVANIA, ON JANUARY 10, 2000.
ALCOA INC.
By: /s/ Richard B. Kelson
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Name: Richard B. Kelson
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated on January 10, 2000.
SIGNATURE TITLE
/s/ Alain J.P. Belda President and Chief Executive Officer
- ----------------------------- (Principal Executive Officer and Director)
Alain J.P. Belda
/s/ Richard B. Kelson Executive Vice President and Chief
- ----------------------------- Financial Officer
Richard B. Kelson (Principal Financial Officer)
/s/ Timothy S. Mock Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Timothy S. Mock
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 January
10, 2000, by Denis A. Demblowski, their attorney-in-fact*
*By: /s/ Denis A. Demblowski
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Denis A. Demblowski
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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* 2.1 Agreement and Plan of Merger, dated as of August 18, 1999,
among Alcoa Inc., RLM Acquisition Corp. and Reynolds Metals
Company, included as Annex A to the Proxy Statement and
Prospectus which is part of this Registration Statement.
* 4.1 The Articles of Incorporation of Alcoa (Incorporated by
reference to Exhibit 3(a) to Alcoa's Annual Report on Form 10-K
for the year ended December 31, 1998).
* 4.2 The Bylaws of Alcoa (Incorporated by reference to Exhibit 3(b)
to Alcoa's Annual Report on Form 10-K for the year ended
December 31, 1998).
* 5.1 Opinion of Denis A. Demblowski, Esq., as to the legality of the
securities being registered.
* 23.1 Consent of Denis A. Demblowski, Esq. (included in Exhibit 5.1
hereto).
* 23.2 Consent of PricewaterhouseCoopers LLP.
* 23.3 Awareness letter of PricewaterhouseCoopers LLP.
* 23.4 Consent of Ernst & Young LLP.
* 23.5 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
* 23.6 Consent of Goldman, Sachs & Co.
* 24.1 Powers of Attorney of certain officers and directors of Alcoa.
99.1 Form of proxy card to be mailed to the holders of Reynolds
Metals Company common stock.
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* Previously filed.
Exhibit 99.1
REYNOLDS METALS COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 11, 2000
The undersigned hereby appoints Jeremiah J. Sheehan, D. Michael Jones and
Donna C. Dabney, or any of them, each with full power of substitution, as
proxies for the undersigned, and authorizes them to vote the shares of
common stock of Reynolds Metals Company (the "Company") which the
undersigned is entitled to vote at the Special Meeting of Stockholders to
be held at Reynolds Metals Company, 6601 West Broad Street, Richmond,
Virginia, on Friday, February 11, 2000, at 3:00 p.m., local time, and at
all adjournments thereof, as indicated on Proposal 1 set forth on the
reverse side, and in their discretion upon such other matters as may
properly come before the special meeting or any adjournment or postponement
thereof.
Note to participants in the Reynolds Metals Company Savings and Investment
Plan for Salaried Employees, Reynolds Metals Company Savings Plan for
Hourly Employees, and Employees Savings Plan: This card serves as your
instruction form to the trustee under the relevant plan about how to vote
your allocable portion, if any, of the total number of shares of Company
common stock held by the plan. The number of plan shares shown on this card
may not be the same as the number of plan shares shown on your last account
statement due to the use of a different valuation date or accounting
method. Please note that only the trustee of the plan has the ability to
attend the special meeting of stockholders to vote plan shares. These
voting instructions are solicited and will be carried out in accordance
with the applicable provisions of the respective plan and trust. In
accordance with the terms of the relevant plan, shares that are allocated
to participants who do not send instructions to the trustee, and shares
held in a plan that have not yet been allocated to participants, will be
voted by the trustee in the same proportions as the allocated shares in
that plan as to which instructions are received, unless the trustee
determines that its fiduciary duty requires otherwise. You are considered
to be the "named fiduciary" for purposes of instructing the trustees as to
how to vote the shares allocated to your account and a proportionate share
of the unallocated shares.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. THE
SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER;
WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED "FOR" PROPOSAL 1.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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FOLD AND DETACH HERE
Please mark your |X|
votes as indicated
in this example
The Board of Directors of the Company recommends that holders of common
stock vote "FOR" Proposal 1. The proxies are appointed with the authority
to vote in their discretion upon matters that may properly come before the
special meeting and any adjournment or postponement thereof.
FOR AGAINST ABSTAIN
1. Approval and adoption of the Agreement and _ _ _
Plan of Merger, dated as of August 18, 1999, |_| |_| |_|
among Alcoa Inc., RLM Acquisition Corp. and
the Company and the transactions contemplated
thereby, as described in the accompanying
Proxy Statement/Prospectus.
_
I WILL ATTEND THE SPECIAL MEETING |_|
Signature_____________________Signature______________________Date__________
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ABOVE AND RETURN IN THE
ENCLOSED ENVELOPE. JOINT OWNERS SHOULD EACH SIGN. IF SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR IN ANOTHER REPRESENTATIVE
CAPACITY, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF THE SIGNER IS A
CORPORATION, SIGN THE FULL CORPORATE NAME BY A DULY AUTHORIZED OFFICER.
- ---------------------------------------------------------------------------
FOLD AND DETACH HERE
Enclosed is the Proxy Statement/Prospectus relating to the Special Meeting
of Stockholders of Reynolds Metals Company. The meeting will be at Reynolds
Metals Company, 6601 West Broad Street, Richmond, Virginia, on Friday,
February 11, 2000, at 3:00 p.m., local time, for the purpose set forth in
the enclosed Proxy Statement/Prospectus and Notice of Special Meeting
included therein.
Whether you plan to attend the meeting or not, please complete, sign and
return before the special meeting on February 11, 2000 the attached proxy
card in the accompanying envelope, which requires no postage if mailed in
the United States. If you plan to attend the special meeting, please mark
the attendance box on the proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
