1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 Commission file number 1-3677 ALCAN ALUMINIUM LIMITED (Exact name of registrant as specified in its charter) CANADA Inapplicable (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1188 SHERBROOKE STREET WEST, MONTREAL, QUEBEC, CANADA H3A 3G2 (Address of Principal Executive Offices and Postal Code) (514) 848-8000 (Registrant's Telephone Number, including Area Code) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] , No [ ] At March 31, 2000, the registrant had 218,805,989 shares of common stock (without nominal or par value) outstanding. ================================================================================ 2 PART I - FINANCIAL INFORMATION In this report, all dollar amounts are stated in U.S. Dollars and all quantities in metric tons, or tonnes, unless indicated otherwise. A tonne is 1,000 kilograms, or 2,204.6 pounds. The word "Company" refers to Alcan Aluminium Limited and, where applicable, one or more consolidated subsidiaries. Item 1. FINANCIAL STATEMENTS ALCAN ALUMINIUM LIMITED INTERIM CONSOLIDATED STATEMENT OF INCOME (unaudited) - ------------------------------------------------------------------------------------------------------------------------------------ Three months ended March 31 (IN MILLIONS OF US$, EXCEPT PER SHARE AMOUNTS) 2000 1999 ----------- --------- REVENUES Sales and operating revenues $ 1,962 $ 1,822 Other income 17 19 ----------- --------- 1,979 1,841 ----------- --------- COSTS AND EXPENSES Cost of sales and operating expenses 1,454 1,468 Depreciation 116 118 Selling, administrative and general expenses 89 109 Research and development expenses 17 16 Interest (note 9) 6 22 Other expenses (note 8) 20 32 ----------- --------- 1,702 1,765 ----------- --------- Income before income taxes and other items 277 76 Income taxes (note 3) 104 34 ----------- --------- Income before other items 173 42 Equity loss - (2) Minority interests 1 (2) ----------- ---------- NET INCOME $ 174 $ 38 Dividends on preference shares 2 3 ----------- --------- NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 172 $ 35 ----------- --------- NET INCOME PER COMMON SHARE (NOTE 4) $ 0.78 $ 0.16 ----------- --------- DIVIDENDS PER COMMON SHARE $ 0.15 $ 0.15 ----------- --------- 2 3 ALCAN ALUMINIUM LIMITED INTERIM CONSOLIDATED STATEMENT OF RETAINED EARNINGS (unaudited) - ------------------------------------------------------------------------------------------------------------------- Three months ended March 31 (IN MILLIONS OF US$) 2000 1999 ------ ------ RETAINED EARNINGS - BEGINNING OF PERIOD $4,227 $4,078 Net income 174 38 Amount related to common shares purchased for cancellation - 171 Dividends - Common 33 33 - Preference 2 3 ------ ------ RETAINED EARNINGS - END OF PERIOD $4,366 $3,909 ====== ====== 3 4 ALCAN ALUMINIUM LIMITED INTERIM CONSOLIDATED BALANCE SHEET (unaudited for 2000) - --------------------------------------------------------------------------------------------------------------------------- (IN MILLIONS OF US$) MARCH 31, 2000 December 31, 1999 ---------------- ----------------- ASSETS CURRENT ASSETS Cash and time deposits $ 112 $ 315 Receivables 1,355 1,299 Inventories - Aluminum 837 778 - Raw materials 290 298 - Other supplies 188 200 ------- ------- 1,315 1,276 ------- ------- TOTAL CURRENT ASSETS 2,782 2,890 ------- ------- Deferred charges and other assets (note 1) 540 525 Property, plant and equipment Cost (excluding Construction work in progress) 11,632 11,771 Construction work in progress 1,485 1,220 Accumulated depreciation 6,535 6,557 ------- ------- 6,582 6,434 ------- ------- TOTAL ASSETS $ 9,904 $ 9,849 ======== ======= 4 5 ALCAN ALUMINIUM LIMITED INTERIM CONSOLIDATED BALANCE SHEET (CONT'D) (unaudited for 2000) - ------------------------------------------------------------------------------------------------------------------------------------ (IN MILLIONS OF US$, EXCEPT PER SHARE AMOUNTS) MARCH 31, 2000 December 31, 1999 ---------------------- ------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Payables $ 1,229 $ 1,237 Short-term borrowings 159 167 Income and other taxes 65 31 Debt maturing within one year 322 311 ------------ ------------ 1,775 1,746 ------------ ------------ Debt not maturing within one year 877 1,011 Deferred credits and other liabilities 574 563 Deferred income taxes 807 781 Minority interests 209 207 SHAREHOLDERS' EQUITY Redeemable non-retractable preference shares 160 160 Common shareholders' equity Common shares 1,243 1,230 Retained earnings 4,366 4,227 Deferred translation adjustments (107) (76) ------------ ------------ 5,502 5,381 ------------ ------------ Total shareholders' equity 5,662 5,541 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,904 $ 9,849 ------------ ------------ COMMON SHAREHOLDERS' EQUITY PER COMMON SHARE $ 25.14 $ 24.65 ------------ ------------ RATIO OF TOTAL BORROWINGS TO EQUITY 19:81 21:79 5 6 ALCAN ALUMINIUM LIMITED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) - ------------------------------------------------------------------------------------------------------------------------------------ Three months ended March 31 (IN MILLIONS OF US$) 2000 1999 ----------- ----------- OPERATING ACTIVITIES Net income $ 174 $ 38 Adjustments to determine cash from operating activities: Depreciation 116 118 Deferred income taxes 34 (3) Equity loss - net of dividends - 2 Change in operating working capital (87) 39 Change in deferred charges, other assets, deferred credits and other liabilities - net - 25 Loss on sales of businesses - net - 4 Other - net (1) 7 ----------- ----------- CASH FROM OPERATING ACTIVITIES 236 230 ----------- ----------- FINANCING ACTIVITIES New debt - 2 Debt repayments (111) (26) ----------- ----------- (111) (24) Short-term borrowings - net (10) 81 Common shares purchased for cancellation - (219) Common shares issued 13 4 Dividends - Alcan shareholders (including preference) (35) (36) ----------- ----------- CASH USED FOR FINANCING ACTIVITIES (143) (194) ----------- ----------- INVESTMENT ACTIVITIES Property, plant and equipment (298) (206) Net proceeds from disposal of businesses, investments and other assets 3 191 ----------- ----------- CASH USED FOR INVESTMENT ACTIVITIES (295) (15) ----------- ----------- Effect of exchange rate changes on cash and time deposits (1) (11) ----------- ----------- INCREASE (DECREASE) IN CASH AND TIME DEPOSITS (203) 10 Cash of companies deconsolidated - (2) Cash and time deposits - beginning of period 315 615 ----------- ----------- Cash and time deposits - end of period $ 112 $ 623 =========== =========== 6 7 ALCAN ALUMINIUM LIMITED INFORMATION BY OPERATING SEGMENT (unaudited) - ------------------------------------------------------------------------------------------------------------------------------------ Three months ended March 31 (IN MILLIONS OF US$) SALES AND OPERATING REVENUES --------------------------------------------------------- OPERATING FIRST QUARTER INCOME --------------------------------------------------------- ------------------------ INTERSEGMENT THIRD PARTIES FIRST QUARTER ------------------------- --------------------------- ------------------------ 2000 1999 2000 1999 2000 1999 ---------- ----------- ----------- ----------- ---------- ---------- Primary metal group $ 419 $ 313 $ 456 $ 409 $ 234 $ 34 Global fabrication group 11 - 1,500 1,410 72 45 Intersegment and other items (430) (313) 6 3 (10) 29 ----- ----- ------ ------ ---- ---- $ - $ - $1,962 $1,822 296 108 ===== ===== ====== ====== RECONCILIATION TO NET INCOME Equity loss - (2) Corporate offices (12) (12) Interest (6) (22) Income taxes (104) (34) ----- ---- NET INCOME $ 174 $ 38 ===== ==== 7 8 ALCAN ALUMINIUM LIMITED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2000 (UNAUDITED) (IN MILLIONS OF US$, EXCEPT PER SHARE AMOUNTS) 1. COMBINATION AGREEMENT WITH PECHINEY AND ALUSUISSE LONZA GROUP LTD. On September 15, 1999, the Company entered into a three-way combination agreement with Pechiney and Alusuisse Lonza Group Ltd. (algroup). On April 13, 2000, in view of objections raised by the European Commission in its review of the proposed combination, the three companies announced their decision not to proceed with the three-way merger and terminated the combination agreement insofar as Pechiney is concerned. The combination agreement between the Company and algroup remains in effect with respect to their two-way merger and is subject to acceptance by holders of at least 67% of algroup shares. Included in Deferred charges and other assets at March 31, 2000, was an amount of $26 of costs related to the proposed transaction. - -------------------------------------------------------------------------------- 2. RECONCILIATION OF CANADIAN AND U.S. GAAP Differences relate principally to accounting for foreign currency translation and accounting for "available for sale" securities. RECONCILIATION OF CANADIAN AND U.S. GAAP F I R S T Q U A R T E R -------------------------------------------------------------------------- 2000 1999 ------------------------------------ ---------------------------------- $ PER COMMON $ PER COMMON $ SHARE $ SHARE ---------------- ---------------- --------------- --------------- Net income - as reported 174 38 Differences due to: Foreign currency translation (3) (1) Other - 1 ---------- --------- Net income - U.S. GAAP 171 38 ---------- --------- Net income attributable to common shareholders as reported 172 0.78 35 0.16 ---------- ---------- --------- ----------- Net income attributable to common shareholders - U.S. GAAP 169 0.77 35 0.16 ---------- ---------- --------- ---------- 8 9 2. RECONCILIATION OF CANADIAN AND U.S. GAAP (CONT'D) F I R S T Q U A R T E R -------------------------------------------------------------------------- 2000 1999 ------------------------------------ ---------------------------------- AS REPORTED U.S. GAAP As reported U.S. GAAP ---------------- ---------------- ----------------- ------------- Deferred charges and other assets - March 31 $ 540 $ 545 $ 536 $ 587 Retained earnings - March 31 4,366 4,409 3,909 3,960 Deferred translation adjustments (DTA) - March 31 $ (107) $ (163) $ (40) $ (94) FIRST QUARTER ---------------------------------- 2000 1999 ----------------- ------------- COMPREHENSIVE INCOME (U.S. GAAP ONLY) Net income $ 171 $ 38 Net change in deferred translation adjustments (31) (70) Net change in market value of available-for-sale securities (2) 4 ---------- --------- Comprehensive income $ 138 $ (28) ========== ========= ACCUMULATED OTHER COMPREHENSIVE INCOME (U.S. GAAP ONLY) Accumulated other comprehensive income - beginning of year $ (113) $ 21 Change in deferred translation adjustments (31) (70) Change in excess of market value over book value of available-for-sale securities (2) 4 ---------- --------- Accumulated other comprehensive income - March 31 $ (146) $ (45) ========== ========= - ------------------------------------------------------------------------------------------------------------------------------------ 3. INCOME TAXES FIRST QUARTER ---------------------------------- 2000 1999 ----------------- ------------- Current $ 70 $ 37 Deferred 34 (3) -------- --------- $ 104 $ 34 ======== ========= The composite of the applicable statutory corporate income tax rates in Canada is 40.3% (40.4% for 1999). The difference between income taxes calculated at the composite rate and the amounts shown as reported is primarily attributable to investment and other allowances. In 1999, the difference is primarily attributable to the currency revaluation of deferred income taxes, partially offset by reduced rate or tax-exempt items. 9 10 4. NET INCOME PER COMMON SHARE Net income per common share is based on the average number of shares outstanding during the period (first quarter 2000: 218.7 million; 1999: 222.0 million). As at March 31, 2000, there were 218,805,989 common shares outstanding. - -------------------------------------------------------------------------------- 5. SUPPLEMENTARY INFORMATION STATEMENT OF CASH FLOWS F I R S T Q U A R T E R ----------------------- ---------------------------------- 2000 1999 --------------- --------------- Interest paid $ 26 $ 33 Income taxes paid $ 19 $ 2 - -------------------------------------------------------------------------------- 6. SALE OF INDIAN ALUMINIUM COMPANY, LIMITED On March 23, 2000, the Company announced the sale of its 54.62% interest in Indian Aluminium Company, Limited to Hindalco Industries Limited (Hindalco). The Company and Hindalco plan to complete this $169 cash transaction following the approval of Indian authorities. - -------------------------------------------------------------------------------- 7. ACQUISITION OF ALUMINIUM OF KOREA LIMITED In May 2000, the Company's subsidiary Alcan Taihan Aluminum Limited (ATA), acquired a 95% interest in Aluminium of Korea Limited for $200 in cash and the assumption of $95 of debt. As a result of the transaction, the Company now owns 66% of ATA. - -------------------------------------------------------------------------------- 8. DEBT NOT MATURING WITHIN ONE YEAR During the first quarter of 2000, the Company redeemed $100 of 9.5% debentures at a price of 104.64%. The loss on redemption of $3 is included in Other expenses. - -------------------------------------------------------------------------------- 9. CAPITALIZATION OF INTEREST COSTS Total interest costs in the first quarter were $22 ($32 in 1999) of which $16 ($10 in 1999) was capitalized. In the opinion of management, all adjustments necessary for a fair presentation of interim period results have been included in the financial statements. These interim results are not necessarily indicative of results for the full year. - -------------------------------------------------------------------------------- 10 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS Highlights (US$ millions, FIRST QUARTER FOURTH QUARTER except per share amounts) ---------------- -------------- 2000 1999 1999 ------ ------ ------ Sales and operating revenues 1,962 1,822 1,906 Net income 174 38 193 Net income per common share 0.78 0.16 0.87 Economic Value Added (EVA)(R) 52 (106) 60 (R) EVA is a registered trademark of Stern, Stewart & Company The Company reports first quarter consolidated net income of US$174 million compared to US$38 million in the first quarter of 1999 and to US$193 million in the previous quarter, which included net non-operating gains of US$40 million. After preference share dividends, net income per common share for the quarter is 78 cents compared to 16 cents a year earlier and to 87 cents (69 cents on an operating basis) in the fourth quarter of 1999. Operating earnings per share were almost five times the year-ago level and were 13% higher than the fourth quarter of 1999, continuing the trend of improving quarterly earnings. The momentum of improving earnings that began in the second quarter of last year continued, reflecting increased fabricated sales volumes, improving metal prices and lower unit costs. During the quarter, Alcan made further steps in its growth strategy with the acquisition of Aluminum of Korea (Koralu) in South Korea which, in conjunction with last year's acquisition of Alcan Taihan Aluminum, will provide the platform for strong growth in sales and earnings in the Asian region. While the proposed merger with Pechiney has not proven possible, we look forward to the completion of the merger with algroup of Switzerland and the additional growth opportunities that it will provide. The continuing strong level of Economic Value Added (EVA(R)) and the substantial year-over-year improvement reflect ongoing strong operating results and the benefits derived from higher metal prices as well as Alcan's Full Business Potential (FBP) program. FIRST QUARTER FOURTH QUARTER Volumes (thousands of tonnes) ---------------- -------------- 2000 1999 1999 ------ ------ ------ Shipments Ingot products* 193 221 218 Fabricated products 511 461 480 Fabrication of customer-owned metal 77 66 87 ------ ------ ------ Total volume 781 748 785 ====== ====== ====== Ingot product realizations (US$ per tonne) 1,753 1,385 1,643 Fabricated product realizations (US$ per tonne) 2,682 2,702 2,607 Average London Metal Exchange (LME) 3-month price (US$ per tonne) 1,652 1,212 1,534 * Includes primary and secondary ingot and scrap Sales and operating revenues for the quarter were some 8% above the year-ago quarter, reflecting both improved shipments and ingot realizations, and were 3% higher than in the fourth quarter of 1999, reflecting improved realizations on similar volumes. 11 12 Total fabricated product volumes, which include products fabricated from customer-owned metal, reached a record level of 588 thousand tonnes (kt) in the quarter, compared to 567 kt in the fourth quarter, and were 12% ahead of volumes a year earlier. The effect of acquisitions and disposals accounted for about 2% of the year-over-year increase with the remainder coming from existing operations. Average ingot product realizations of US$1,753/tonne were 7% ahead of the fourth quarter 1999 and 27% ahead of year-ago levels, due mainly to the improving prices on the London Metal Exchange (LME). Fabricated product realizations improved from the fourth quarter of 1999 reflecting improving LME prices offset in part by weaker European currencies against the dollar. The decline compared to the year-ago quarter results principally form weaker European currencies and changes in product mix due to the sale of certain downstream businesses. OPERATING SEGMENT REVIEW The Company reports selected information by major product sector, viewed on a stand-alone basis. Transactions between product sectors are conducted on a arm's length basis and reflect market-related prices. Thus, income from primary metal operations is mainly profit on metal produced by the Company, whether sold to third parties or used in the Company's fabricating operations. Income from fabricated product businesses represents only the fabricating profit on rolled products and downstream businesses. FIRST QUARTER FOURTH QUARTER (US$ millions) ------------------ -------------- 2000 1999 1999 ---- ---- ---- Operating income Primary metal group 234 34 144 Global fabrication group 72 45 84 Intersector and other items (10) 29 26 ---- ---- ---- 296 108 254 Equity loss -- (2) -- Corporate offices (12) (12) (8) Interest (6) (22) (16) Income taxes (104) (34) (37) ---- ---- ---- Net income 174 38 193 ==== ==== ==== First quarter income for the primary metal group showed a strong improvement over both the year-ago and prior quarters, reflecting higher sales realizations resulting from increased LME metal prices. Also, the fourth quarter of 1999 included pre-tax rationalization costs of US$9 million. On May 10, 2000, the company announced the restart of 110,000 tonnes of idled capacity, to be brought on stream by the end of November. This will result in some 25,000 tonnes of increased primary production in the current year. In the global fabrication group, operating profits continued to show healthy year-over-year improvements, although profits were somewhat below those in the fourth quarter of 1999. The time lag in passing on the increased in metal prices resulting in a squeeze in fabricating margins. In North America, sales volume increased some 6% from the year-ago quarter and the fourth quarter of 1999. European shipments were strong with a 15% improvement over a year earlier and 8% over shipments in the fourth quarter of 1999. In South America, sales volumes were slightly lower than in the previous quarter but well above year-ago levels. Demand conditions in Brazil are expected to improve in the remainder of 2000. In Asia, demand continued to be strong. "Intersector and other items" includes the deferral or realization of profits on intersector sales of metal. In the first quarter of 2000 and the fourth quarter of 1999, with rising ingot prices, profits were deferred. For the first quarter of 1999, as ingot prices decreased, previously deferred profits on intersector sales were realized. Also included in this 12 13 category is interest income and, for the fourth quarter of 1999, a pre-tax gain of US$20 million on the sale of assets, principally property in the UK. Lower debt levels and the capitalization of interest related to the Alma project, expected to start up in the fall of 2000, resulted in interest expense of US$6 million in the first quarter, down from US$22 million in the year-ago quarter and US$16 million in the fourth quarter of 1999. The effective income tax rate for the quarter was 37.5% down from 44.7% in the year-ago quarter due principally to the effect of a non-cash charge of US$9 million included in the prior year's first quarter results relating to the currency revaluation of the deferred income tax liabilities caused by a strengthening Canadian dollar. Income taxes for the fourth quarter of 1999 included a favourable adjustment relating to prior periods of US$31 million as well as a non-cash charge of US$3 million relating to the currency revaluation of the deferred income tax liability. GEOGRAPHIC REVIEW Net income (Loss) FIRST QUARTER FOURTH QUARTER (US$ millions) ---------------- -------------- 2000 1999 1999 ------ ------ ------ Canada 85 (27) 113 United States 44 34 47 South America 8 (9) 8 Europe 36 8 18 Asia and Pacific 6 16 11 Other (including eliminations) (5) 16 (4) --- --- --- 174 38 193 === === === In Canada, the improvement in operating net income over the year-ago quarter and the prior quarter reflects the impact of higher metal prices. The fourth quarter of 1999 also included a favourable tax adjustment of US$31 million as well as an overall lower effective tax rate. The first quarter of 2000 includes a loss on redemption of debt. In the United States, earnings are down slightly from the fourth quarter of 1999, principally due to the time lag in passing on increases in metal prices to certain customers. However, earnings are well ahead of those in the first quarter of 1999, with the improvement primarily reflecting a strengthening in the primary metal price. Operating results in South America were in line with those in the prior quarter and are substantially improved from the first quarter of 1999 when results were adversely affected by the severe economic recession and currency devaluation in Brazil. In Europe, earnings improved in the first quarter due primarily to stronger metal prices. Results in the Asia and Pacific region for the quarter were down largely due to initial expenses related to the Korean acquisition. LIQUIDITY AND CAPITAL RESOURCES OPERATING ACTIVITIES Cash generated from operating activities during the first quarter of 2000 was $236 million, similar to $230 million in the comparable period of 1999. Although net income was substantially higher in the current year's quarter, rising metal prices resulted in an increase in cash required for working capital of $87 million, compared to a reduction in the prior period of $39 million. 13 14 FINANCING ACTIVITIES Cash used for financing activities in the first quarter of 2000 was $143 million compared to $194 million in the comparable period of 1999. The 2000 figure is primarily due to the redemption of $100 million 9.5% debentures at a price of 104.64%. The 1999 period reflects the expenditure of $219 million to repurchase for cancellation 8.8 million common shares, offset in part by an increase in short-term borrowings of $81 million. The debt equity ratio at March 31, 2000, was 19:81 compared to 21:79 at the end of 1999 and 25:75 a year ago. Total debt at March 31, 2000, was $1,358 million versus $1,806 million at the same date last year. At the end of the first quarter of 2000, the Company had cash and time deposits of $112 million compared to $623 million a year earlier. INVESTMENT ACTIVITIES Capital expenditures during the first quarter of 2000 were $298 million, compared to $206 million a year earlier. The major project during the quarter was the Alma, Quebec aluminum smelter, which is due to begin production in autumn of 2000. During the quarter, the acquisition of Koralu was announced and this transaction was completed on May 9, 2000. Koralu's operations will be held through 66%-owned Alcan Taihan Aluminum. Also during the quarter, the sale of the Company's 54.62% holding in Indian Aluminium Company, Limited was announced, subject to regulatory clearances. In the first quarter of 1999, net proceeds from the disposal of business were $191 million, principally the sale of the alumina plant in Aughinish, Ireland. FINANCIAL INSTRUMENTS - CURRENCY HEDGING FOR ALMA SMELTER Through a combination of option contracts and forward exchange contracts totaling $529 million at March 31, 2000, and maturing over various periods in 2000, the Company has hedged its future Canadian dollar commitments for the construction of the new smelter at Alma, Quebec. The present hedging position for the Alma project will ensure that the Company will pay, on average, no more than $0.72 for Can$1.00, and will be able to benefit, in part, from any future reductions in the value of the Canadian dollar. Any gains or losses from these hedging activities, and related costs, will be included in the capital cost of the new smelter. THE EURO CURRENCY Aluminum is a metal traded on the London Metal Exchange (LME) in US dollars. The great majority of Alcan's sales are at prices based on the LME price and therefore there is currently no deviation in price between countries in Europe. The cost of converting the Company's systems to be Euro-compliant is estimated to be $5 million. CAUTIONARY STATEMENT Readers are cautioned that forward looking statements contained in this Management's Discussion and Analysis should be read in conjunction with "Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995" at Exhibit No.99.2. 14 15 PART II. OTHER INFORMATION ITEMS 1. THROUGH 4. The registrant has nothing to report under these items. ITEM 5. OTHER INFORMATION ----------------- The Company filed a registration statement under the Securities Act of 1933 to cover Alcan Common Shares that would have been issued to Pechiney shareholders in connection with the proposed three-way combination of the Company, Pechiney and algroup. The combination agreement executed by the parties was on file with the Commission as an annex to the registration statement. As a result of the termination of the combination agreement with respect to Pechiney (for reasons set forth in Alcan's Form 8-K filed on March 15, 2000), Alcan has filed an application to withdraw the registration statement. However, the combination agreement remains in effect with respect to algroup and, as a material agreement of Alcan, is being filed as an exhibit to this report. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits (27) Financial Data Schedule. (Filed herewith) (99.1) Combination Agreement. (Filed herewith) (99.2) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. (Filed herewith) (b) Reports on Form 8-K The following reports on Form 8-K were filed during the three months ended March 31, 2000: 1. On March 15, 2000 a report was filed reporting the announcement of the termination of the three-way agreement as it relates to Pechiney. 2. On March 22, 2000 a report on Form 8-K/A was filed amending the March 15, 2000 report by adding the termination agreement in relation with Pechiney. SIGNATURE Pursuant to the requirements 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. ALCAN ALUMINIUM LIMITED Dated: May 15, 2000 By: /S/ GLENN R. LUCAS -------------------------- Glenn R. Lucas Treasurer (A Duly Authorized Officer) 15 16 EXHIBIT INDEX Exhibit Number Description (27) Financial Data Schedule. (99.1) Combination Agreement. (99.2) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. 16