SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
HOWMET INTERNATIONAL INC.
-------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
443208103
---------
(CUSIP Number)
LAWRENCE R. PURTELL, ESQ.
ALCOA INC.
201 ISABELLA STREET
PITTSBURGH, PENNSYLVANIA 15212
(412) 553-4545
Copy to:
J. MICHAEL SCHELL, ESQ.
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 22, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box: | |
CUSIP NO. 443208103 13D PAGE 2 OF 7 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cordant Technologies Holding Company 51-0336475
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
N/A
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,650,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
84.6%
14 TYPE OF REPORTING PERSON*
CO
CUSIP NO. 443208103 13D PAGE 3 OF 7 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cordant Technologies Inc. 36-2678716
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
N/A
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,650,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
84.6%
14 TYPE OF REPORTING PERSON*
CO; HC
CUSIP NO. 443208103 13D PAGE 4 OF 7 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alcoa Inc. 25-0317820
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES 84,650,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
84,650,000
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,650,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
84.6%
14 TYPE OF REPORTING PERSON*
CO; HC
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par value
$0.01 per share (the "Howmet Shares"), of Howmet International Inc., a
Delaware corporation ("Howmet"). The address of the principal executive
offices of Howmet is 475 Steamboat Road, Greenwich, Connecticut 06830.
ITEM 2. IDENTITY AND BACKGROUND.
Alcoa Inc. ("Alcoa") is a Pennsylvania corporation with its
principal executive offices located at 201 Isabella Street, Pittsburgh,
Pennsylvania 15212. Alcoa is the world's leading producer of primary
aluminum, fabricated aluminum and alumina and a major participant in all
segments of the industry: mining, refining, smelting, fabricating and
recycling. Alcoa serves customers worldwide, primarily in the
transportation (including aerospace, automotive, rail and shipping),
packaging, building and industrial markets, with a great variety of
fabricated and finished products. Alcoa is organized into approximately 25
independently managed business units and has over 250 operating locations
in 31 countries.
None of the persons listed in Schedule I hereto has, during the
past five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). None of the persons listed in Schedule
I hereto has, during the past five years, been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
that resulted in a judgment, decree or final order enjoining the person
from future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 25, 2000, Alcoa completed its acquisition of Cordant
Technologies Inc., a Delaware corporation ("Cordant"), in accordance with
the Agreement and Plan of Merger, dated as of March 14, 2000, by and among
Alcoa, Omega Acquisition Corp., a wholly owned subsidiary of Alcoa, and
Cordant (the "Cordant Merger Agreement"). Cordant beneficially owns
indirectly 84,650,000 Howmet Shares. The total amount of funds required for
the acquisition of Cordant was approximately $2,268 million, which was
obtained from Alcoa's internally generated funds and the issuance of
commercial paper. No additional funds were required in connection with the
Howmet Shares beneficially owned by Cordant.
ITEM 4. PURPOSE OF TRANSACTION.
Cordant Technologies Holding Company ("Holding"), a Delaware
corporation and a wholly owned subsidiary of Cordant, is the beneficial
owner of 84,650,000 Howmet Shares directly owned by it, or approximately
84.6% of the Howmet Shares outstanding. Consequently, Alcoa, as the sole
stockholder of Cordant, may be deemed, for the purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
beneficially own indirectly the 84,650,000 Howmet Shares beneficially owned
by Holding, or approximately 84.6% of the Howmet Shares outstanding.
Separately, on April 18, 2000, HMI Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Alcoa ("HMI"), commenced a
tender offer to purchase all of the Howmet Shares, not including the shares
of common stock held by Cordant, Holding or any of their affiliates, at a
price of $20.00 per Howmet Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase by HMI
(the "HMI Offer to Purchase"), dated April 18, 2000, and in the related
Letter of Transmittal (which together constitute the "Howmet Offer"). The
Howmet Offer is currently scheduled to expire at 5:00 p.m. (New York
City time) on Friday, June 2, 2000, and Alcoa has announced that it will
not under any circumstances extend the Howmet Offer beyond Friday, June 2,
2000.
The purpose of the Howmet Offer is to facilitate Alcoa's
acquisition of the entire equity interest in Howmet. If Alcoa purchases
shares in the Howmet Offer, Alcoa intends, as soon as practicable following
consummation of the Howmet Offer, to propose and seek to have Howmet
consummate a merger with HMI or another direct or indirect wholly owned
subsidiary of Alcoa (the "Howmet Merger"). If, however, the Howmet Offer
expires without Alcoa purchasing any shares in the Offer, Alcoa intends to
evaluate the business and operations of Howmet from time to time and will
take such actions as it deems appropriate under the circumstances then
existing, including, without limitation, making such changes to the Board
of Directors and officers of Howmet as it considers appropriate. In
addition, Alcoa intends to review from time to time its investment in
Howmet and depending on financial, economic, market and other conditions
may seek to purchase additional Howmet Shares.
Except as provided herein or in the HMI Offer to Purchase, which
is filed as Exhibit 99.1 to this Schedule 13D and is incorporated herein by
reference, Alcoa has no present plans or proposals that would relate to or
result in (a) the acquisition by any person of additional securities of
Howmet or the disposition of securities of Howmet; (b) an extraordinary
corporate transaction involving Howmet or any of its subsidiaries (such as
a merger, reorganization or liquidation); (c) a sale or transfer of a
material amount of assets of Howmet or any of its subsidiaries; (d) any
change in the Board of Directors or the management of Howmet; (e) any
material change in Howmet's capitalization or dividend policy; (f) any
other material change in Howmet's business or corporate structure; (g)
changes in Howmet's charter, by-laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of Howmet by
any person; or (h) a class of equity securities of Howmet being eligible
for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Holding is the beneficial owner of 84,650,000 Howmet Shares
directly owned by it, or approximately 84.6% of the Howmet Shares
outstanding. Consequently, Alcoa, as the sole stockholder of Cordant, may
be deemed, for the purposes of Rule 13d-3 under the Exchange Act, to
beneficially own indirectly the 84,650,000 Howmet Shares beneficially owned
by Holding, or approximately 84.6% of the Howmet Shares outstanding. Alcoa
has the sole power to vote or direct the vote of its 84,650,000 Howmet
Shares.
Other than as described in this Schedule 13D, there have been no
transactions in Howmet Shares effected during the past 60 days by Alcoa or
any of the persons set forth in Schedule I hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
CORPORATE AGREEMENT AND LETTER AGREEMENT
On March 13, 2000, Cordant and Howmet amended the Corporate
Agreement, dated December 2, 1997, by and among Cordant, Holding and
Howmet, relating to Cordant's ownership of Howmet Shares. Under the amended
Corporate Agreement, Cordant has agreed not to acquire any Howmet Shares if
such acquisition would reduce the number of the outstanding publicly-held
Howmet Shares (the "Publicly Held Howmet Shares") below 14% of the
outstanding Howmet Shares unless (1) the acquisition is approved by the
committee of independent directors of Howmet (the "Howmet Independent
Committee"), (2) the acquisition is accomplished by a tender offer for all
of the Publicly Held Howmet Shares that is conditioned upon the tender of a
majority of the Publicly Held Howmet Shares, with a merger following on the
same terms, or (3) the acquisition is accomplished by a merger that has
been approved by the affirmative vote of a majority of the Publicly Held
Howmet Shares. A copy of the amendment to the Corporate Agreement is filed
as Exhibit 99.2 to this Schedule 13D and is incorporated herein by
reference.
Alcoa has separately agreed with Howmet to be bound by the same
limitations with respect to the acquisition of the Publicly Held Howmet
Shares as Cordant under the Corporate Agreement. These arrangements were
approved by the Board of Directors of Howmet with the recommendation and
concurrence of the Howmet Independent Committee. The Howmet Independent
Committee also approved Alcoa's becoming an "interested stockholder" of
Howmet under Section 203 of the Delaware General Corporation Law as a
result of the Cordant Merger Agreement. A copy of the letter agreement
between Alcoa and Howmet, pursuant to which Alcoa agreed to be bound, is
filed as Exhibit 99.3 to this Schedule 13D and is incorporated herein by
reference.
EMPLOYEE STOCK OPTIONS AND OTHER EMPLOYEE BENEFITS
In connection with the Howmet Offer, Alcoa intends to offer to each
holder of an outstanding option to purchase Howmet Shares (including any
related alternative rights) granted under any stock option or compensation
plan or arrangement of Howmet or its subsidiaries (collectively, the
"Howmet Option Plans") (including those granted to current or former
employees and directors of Howmet or any of its subsidiaries) (the
"Employee Stock Options") that is outstanding immediately prior to the
first purchase of Howmet Shares pursuant to the Howmet Offer (the "Purchase
Date") to cancel such Employee Stock Option in exchange for an amount in
cash equal to the product of (x) the difference between the $20.00 per
Howmet Share offer price (the "Offer Price") and the per share exercise
price of such Employee Stock Option and (y) the number of Howmet Shares
covered by such Employee Stock Option. HMI expects that all payments in
respect of such Employee Stock Options will be made as promptly as
practicable after the Purchase Date, subject to the collection of all
applicable withholding taxes required by law to be collected by Howmet.
Each Employee Stock Option, the holder of which does not accept such offer,
that remains outstanding immediately before the effective time of the
Howmet Merger (the "Effective Time") will be assumed by Alcoa and
converted, effective as of the Effective Time, into an option with respect
to that number (the "New Share Number") of shares of common stock, par
value $1.00 per share, of Alcoa ("Alcoa Common Stock") that equals the
number of Shares subject to such Employee Stock Option immediately before
the Effective Time, times an amount equal to the Offer Price (or any higher
price per share that is paid in the offer) divided by the Alcoa Share Value
(as defined below), rounded to the nearest whole number, with a per-share
exercise price equal to the aggregate exercise price of such option
immediately before the Effective Time, divided by the New Share Number,
rounded to the nearest whole cent; provided, that in the case of any such
option that was granted as an "incentive stock option" within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended, and did
not cease to qualify as such as a result of any acceleration of vesting
provided for above or otherwise, the number of shares will be rounded down
to the nearest whole number to determine the New Share Number, and the new
per-share exercise price will be determined by rounding up to the nearest
whole cent. The "Alcoa Share Value" means the average of the daily high and
low trading prices of the Alcoa common stock on the New York Stock Exchange
on each trading day during the period of 30 days ending the second trading
day prior to the Effective Time.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1. Offer to Purchase, dated April 18, 2000, by HMI
Acquisition Corp., incorporated herein by reference
to the Tender Offer Statement on Schedule TO filed by
Alcoa Inc. and HMI Acquisition Corp. on April 18,
2000.
99.2. Amendment, dated March 13, 2000, to the Corporate
Agreement between Howmet International Inc., Cordant
Technologies Holding Company and Cordant Technologies
Inc., incorporated herein by reference to the Tender
Offer Statement on Schedule TO filed by Alcoa Inc.
and Omega Acquisition Corp. on March 20, 2000.
99.3. Letter Agreement, dated March 13, 2000, between Alcoa
Inc. and Howmet International Inc., incorporated
herein by reference to the Tender Offer Statement on
Schedule TO filed by Alcoa Inc. and Omega Acquisition
Corp. on March 20, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth is true, complete and
correct.
Dated: May 31, 2000
ALCOA INC.
By: /s/ Richard B. Kelson
------------------------------
Name: Richard B. Kelson
Title: Chief Financial Officer
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF ALCOA
The following table sets forth the name, present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years of each director and executive officer
of Alcoa. Unless otherwise indicated, the current business address of each
person is 201 Isabella Street, Pittsburgh, Pennsylvania 15212. Unless
otherwise indicated, each such person is a citizen of the United States of
America and each occupation set forth opposite an individual's name refers
to employment with Alcoa.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS
NAME, AGE AND BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
------------------------------ --------------------------------
<S> <C>
Kenneth W. Dam, 67 . . . . . . . . . . . . Max Pam Professor of American and Foreign Law,
University of Chicago Law School University of Chicago Law School since 1992; Director of
5801 South Ellis Avenue Council on Foreign Relations and the Brookings Institution.
Chicago, IL 60637-1496
Joseph T. Gorman, 62 . . . . . . . . . . . Chairman and Chief Executive Officer, TRW Inc. since 1988;
TRW Inc. Director of The Procter & Gamble Company and TRW.
1900 Richmond Road
Cleveland, OH 44124-3760
Judith M. Gueron, 58. . . . . . . . . . . .President, Manpower Demonstration Research Corporation
Manpower Demonstration since 1986.
Research Corporation
16 East 34th Street
New York, NY 10016-4328
Sir Ronald Hampel, 67 . . . . . . . . . . .Chairman of United News & Media plc since April 1999;
United News & Media plc Chairman, Imperial Chemical Industries PLC (ICI), from 1995
32 Union Square East, 5th Floor to 1999; Deputy Chairman and Chief Executive of ICI from
New York, NY 10003-3209 1993 to 1995; Chairman of the UK Committee on Corporate
Governance; Director of ICI from 1985 to 1999; Director of BAE
Systems PLC and the All England Lawn Tennis Club (Wimbledon)
Limited. Sir Hampel is a citizen of the United Kingdom.
Hugh M. Morgan, 59 . . . . . . . . . . . . Managing Director since 1986 and Chief Executive
WMC Limited Officer since 1990 of WMC Limited; Director of Reserve
IBM Centre 60 City Road Bank of Australia and a number of industry, business, trade and
Southbank Victoria 3006, Australia international associations and advisory groups. Mr. Morgan is
a citizen of Australia.
John P. Mulroney, 64 . . . . . . . . . . . (Former) President and Chief Operating Officer,
510 Walnut Street Rohm and Haas Company from 1986 to 1998;
Suite 1500 Director of Rohm and Haas from 1982 to 1998; Director of
Philadelphia, PA 19106 Teradyne, Inc.
Paul H. O'Neill, 64 . . . . . . . . . . . .Chairman of the Board since 1987; Chief Executive Officer
from 1987 to May 1999; Director of Eastman Kodak Company,
Gerald R. Ford Foundation, Lucent Technologies Inc.,
Manpower Demonstration Research Corporation, National
Association of Securities Dealers, Inc. and The RAND
Corporation
Henry B. Schacht, 65 . . . . . . . . . . . Managing Director, E. M. Warburg, Pincus & Co., LLC, since
E. M. Warburg, Pincus & Co., LLC January 2000; Senior Advisor to Lucent Technologies Inc.
466 Lexington Avenue, 10th Floor from February 1998 to February 1999; Chairman of Lucent
New York, NY 10017-3140 Technologies from 1996 to 1998; Chief Executive Officer of
Lucent Technologies from February 1996 to October 1997;
Chairman of Cummins Engine Company, Inc. from 1977 to
1995 and its Chief Executive Officer from 1973 to 1994;
Director of Cummins Engine Company, Inc., The Chase
Manhattan Bank, The Chase Manhattan Corporation, Johnson
& Johnson, Knoll, Inc., Lucent Technologies Inc. and The New
York Times Company.
Franklin A. Thomas, 65 . . . . . . . . . . Consultant, TFF Study Group; President of the Ford
TFF Study Group Foundation from 1979 to 1996; Director of Citigroup Inc.,
595 Madison Avenue Conoco Inc., Cummins Engine Company, Inc., Lucent
33rd Floor Technologies Inc. and PepsiCo, Inc.
New York, NY 10022
Marina v.N. Whitman, 64. . . . . . . . . . Professor of Business Administration and Public Policy,
University of Michigan School of Business Administration and the School of Public
Ann Arbor, MI 48109-1318 Policy at the University of Michigan since 1992; Director of
The Chase Manhattan Corporation, The Procter & Gamble
Company and Unocal Corporation.
Alain J. P. Belda, 56 . . . . . . . . . . .President and Chief Executive Officer since May 1999;
President and Chief Operating Officer from 1997 to May 1999;
Vice Chairman from 1995 to 1997; Executive Vice President
from 1994 to 1995; Director of Citigroup Inc., Cooper
Industries, Inc., E. I. du Pont de Nemours and Company and
The Ford Foundation. Mr. Belda is a citizen of Brazil.
Michael Coleman, 49 . . . . . . . . . . . .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.
L. Patrick Hassey, 54 . . . . . . . . . . .Executive Vice President of Alcoa and Group President-Alcoa
Industrial Components since May 2000. Vice President and
President-Alcoa Europe from November 1997 to May 2000.
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. He was appointed President-Alcoa Europe
in November 1997.
Barbara S. Jeremiah, 48 . . . . . . . . . .Vice President-Corporate Development. Ms. Jeremiah joined
Alcoa in 1977 as an attorney and was elected Assistant General
Counsel in 1992 and Corporate Secretary in 1993. She was
elected to her current position in 1998, where she heads Alcoa
corporate development activities.
Richard B. Kelson, 53 . . . . . . . . . . .Executive Vice President and Chief Financial Officer. Mr.
Kelson was elected Assistant General Counsel in 1989, Senior
Vice President--Environment, Health and Safety in 1991 and
Executive Vice President and General Counsel in May 1994.
He was named to his current position in May 1997.
Frank L. Lederman, 50. . . . . . . . . . . Vice President.and Chief Technical Officer. Mr. Lederman
was Senior Vice President and Chief Technical Officer of
Noranda, Inc., a Canadian-based, diversified natural resource
company, from 1988 to 1995. He 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.
Joseph C. Muscari, 53 . . . . . . . . . . .Vice President--Environment, Health and Safety, Audit and
Compliance. Mr. Muscari joined Alcoa in 1969 and was
named President--Alcoa Asia in 1993. In 1997, he
was elected Vice President--Audit. He was named to his
current position in May 1999 and is responsible for EHS
policy, standards and strategy and the Alcoa integrated audit
process. In addition, Mr. Muscari is the chief compliance
officer for the company.
G. John Pizzey, 54 . . . . . . . . . . . . Vice President.and.President--Alcoa World Alumina and
Chemicals. 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. Mr. Pizzey is a citizen of Australia.
Lawrence R. Purtell, 52 . . . . . . . . . .Executive Vice President and General Counsel since 1997;
from 1996 to 1997, Senior Vice President, General Counsel and
Corporate Secretary of Koch Industries, Inc.; from 1993
to 1996, Senior Vice President, General Counsel and Corporate
Secretary of McDermott International, Inc.; and from 1992 to
1993, Vice President and General Counsel of Carrier
Corporation, a unit of United Technologies Corporation.
Robert F. Slagle, 59 . . . . . . . . . . . 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, Vice
President-Industrial Chemicals and U.S. Alumina Operations.
Mr. Slagle served as 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, 64 . . . . . . . . . . .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 the Alcoa Business System.
</TABLE>
