As filed with the Securities and Exchange Commission
on January 3, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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, including zip code)
ALCOA FUJIKURA LTD. HOURLY 401(K) PLAN
ALCOA FUJIKURA LTD. SALARIED 401(K) SAVINGS PLAN
(Full Title of Plans)
Denis A. Demblowski,
Assistant Secretary and Senior Counsel
425 Sixth Avenue, Alcoa Building,
Pittsburgh, Pennsylvania 15219-1850
(Name and address of agent for service)
Telephone number of agent for service (412) 553-3856
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed maximum Amount of
Securities to be to be maximum offering aggregate registration
registered (1) registered price per share (2) offering price (2) fee
Aluminum Company
of America,
common stock
$1 par value ... 10,000 shares $50.125 $501,250 $172.85
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) Estimated solely for purposes 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
December 28, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the
Comission by the registrant and the Plans are incorporated by
reference in this Registration Statement:
(a)(1) the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
(2) the Alcoa Fujikura Ltd. Hourly 401(k) Plan's
Annual Report on Form 11-K for the fiscal year ended
December 31, 1994.
(b)(1) the registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995.
(2) the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995.
(3) the registrant's Quarterly Report on From 10-Q
for the quarter ended September 30, 1995.
All documents subsequently filed by the registrant or the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part thereof from the date of filing of
such documents.
Description of Alcoa Common Stock
The following is a brief description of the registrant's
Common Stock.
The Aluminum Company of America (the "Company") is
authorized to issue 300,000,000 shares of Common Stock, par
value $1.00 per share. As of November 10, 1995, there were
178,210,361 shares of Common Stock outstanding.
Dividend rights. The holders of Common Stock are entitled
to receive dividends, when and as declared by the Board of
Directors, but no dividend shall be declared or paid on the
Common Stock unless all dividends accrued on all classes of the
Company's preferred stock and the dividend on Class A Stock
for the current quarter yearly dividend shall have been
paid or declared and set apart.
Voting rights. The holders of Common Stock are entitled
to one vote per share.
Liquidation rights. Upon any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary,
after payments to holders of preferred stock of such amount
as shall have been fixed by the Board of Directors, plus
accrued dividends, the remaining assets of the Company shall
belong to and be divided among the holders of Common Stock.
Preemptive or other subscription rights. The holders of
Common Stock have no right to participate in any right of
subscription to any increased or additional capital stock
of the Company.
Conversion and other rights. The Common Stock does not
have any conversion, redemption or sinking fund provisions
applicable thereto and is not liable to further call or
assessment by the Company. All outstanding shares of Common
Stock are fully paid and non-assessable.
Other matters. The Articles of the Company provide
for a classified Board of Directors with staggered
three year terms, establish special shareholder voting
requirements to remove directors and establish certain
procedures relating to the nomination of directors, filling
of vacancies and the vote required to amend or repeal any of
these provisions. The Articles also prohibit the Company's
payment of "greenmail"--that is, payment of a premium in
purchasing shares of its Common Stock from a present or
recent holder of 5% or more of the Common Stock--except with
the approval of a majority of the disinterested shareholders.
This provision and the classified board provision may be
amended or repealed only with the affirmative vote of at
least 80% of the Common Stock. In addition, the Articles
limit or eliminate to the fullest extent permitted by Penn-
sylvania law as from time to time in effect the personal
liability of the Company's directors for monetary damages,
and authorize the Company, except as prohibited by law, to
indemnify directors, officers, employees and others against
liabilities and expenses incurred by them in connection with
the performance of their duties to the Company. The classi-
fied Board article provision and the anti-"greenmail" provi-
sion may have certain "anti-takeover" effects.
The Company is governed by certain "anti-takeover"
provisions in the Pennsylvania Business Corporation Law,
including provisions that (i) give shareholders the right to
put their shares to a controlling person (i.e., generally a
20% or more shareholder) and receive a fair price for those
shares from the controlling person, (ii) strip voting rights
from "control shares" (i.e., generally, shares held by a
person that holds 20% or more, 33-1/3% or more, or 50% or
more of the Company's voting shares), (iii) impose super-
majority vote requirements on certain business combinations
with an interested shareholder (i.e., generally a 20% or more
shareholder), (iv) require disgorgement of short-term profits
upon disposition of stock by certain controlling persons, and
(v) require severance payments and protection of collective
bargaining agreements following certain control share acqui-
sitions. In addition, the Company is governed by a provision
of the Pennsylvania Business Corporation Law that purports to
widen the freedom for action for directors of Pennsylvania
corporations in responding to takeover attempts.
The transfer agent and registrar for the Common Stock is
First Chicago Trust Company of New York.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities to which this Registration
Statement relates has been passed upon by Denis A. Demblowski,
Assistant Secretary and Senior Counsel of the Company.
Mr. Demblowski, an employee of the Company, is not eligible to
participate in the Plans; however, he is the owner of shares
and options to purchase shares of Common Stock.
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 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 BCL also sets forth a framework whereby
Pennsylvania corporations, with the approval of the share-
holders, 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 one year liability insurance
policy with an aggregate limit of $75 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, 1996 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, Esq., Assistant
Secretary and Senior Counsel of the Company.
In lieu of providing an opinion of counsel concerning
the requirements of ERISA, the registrant will submit
the Alcoa Fujikura Ltd. Salaried 401(k) Savings Plan,
and any amendment to the Alcoa Fujikura Ltd. Hourly
401(k) Plan, to the Internal Revenue Service in a
timely manner for qualification.
(15) Letter from Independent Public Accountants
regarding unaudited financial information.
(23)(a) Consent of Coopers & Lybrand L.L.P.
(23)(b) Consent of Counsel (included as part of Exhibit 5).
(24)(a) Powers of Attorney of certain officers and directors
of the Company.
(24)(b) Powers of Attorney for members of the Administrative
Committee of the Plans.
ITEM 9. UNDERTAKINGS
The Company 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)
(Section 230.424(b) of this chapter) 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 "Calcu-
lation 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-effec-
tive 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 each filing of a Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incor-
porated 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
The Registrant. 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
Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Pittsburgh,
the Commonwealth of Pennsylvania, on this 3rd day of January,
1996.
ALUMINUM COMPANY OF AMERICA
(Registrant)
/s/Jan H. M. Hommen
Jan H. M. Hommen
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/Paul H. O'Neill Chairman of the Board January 3, 1996
Paul H. O'Neill and Chief Executive Officer
(Principal Executive Officer)
/s/Jan H. M. Hommen Executive Vice President & January 3, 1996
Jan H. M. Hommen Chief Financial Officer
(Principal Executive Officer)
/s/Earnest J. Edwards Vice President & Controller January 3, 1996
Earnest J. Edwards (Principal Accounting Officer)
Kenneth W. Dam, John P. Diesel, Joseph T. Gorman, Judith M.
Gueron, Sir Ronald Hampel, John P. Mulroney, Paul H. O'Neill,
Sir Arvi Parbo, Henry B. Schacht, Forrest N. Shumway, Franklin A.
Thomas and Marina v.N. Whitman, each as a Director, on January 3,
1996, by Barbara S. Jeremiah, their attorney-in-fact.
/s/Barbara S. Jeremiah
Barbara S. Jeremiah
Attorney-in-fact
The Plans. Pursuant to the requirements of the Securities Act
of 1933, the Administrative Committee of the Alcoa Fujikura Ltd.
Hourly 401(k) Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brentwood, State of Tennessee, on
the 3rd day of January, 1996.
ALCOA FUJIKURA LTD. HOURLY 4O1(K) PLAN
By /s/C. Gregg Conroy
C. Gregg Conroy
Director, Compensation and
Benefits
Pursuant to the requirements of the Securities Act
of 1933, the Administrative Committee of the Alcoa Fujikura
Ltd. Salaried 401(k) Savings Plan has duly caused this Regis-
tration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Brentwood,
State of Tennessee, on the 3rd day of January, 1996.
ALCOA FUJIKURA LTD. SALARIED 4O1(K)
SAVINGS PLAN
By /s/C. Gregg Conroy
C. Gregg Conroy
Director, Compensation and
Benefits
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 Coopers & Lybrand L.L.P.
23(b) Consent of Counsel (included in Exhibit 5).
24(a) Powers of Attorney for certain officers and directors
of the Company.
24(b) Powers of Attorney for members of the
Administrative Committee of the Plans.