Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALCAN INC.
(Exact Name of Registrant as Specified in its Charter)
CANADA NOT APPLICABLE
(Jurisdiction of Incorporation) (IRS Employer Identification No.)
1188 Sherbrooke Street West
Montreal, Quebec, Canada H3A 3G2
514-848-8000
(Address of principal executive offices, including postal code, and
telephone number, including area code)
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William H. Jairrels, Vice President and General Counsel
ALCAN ALUMINUM CORPORATION
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6060 Parkland Blvd.
Cleveland, Ohio, 44124-4185
440-423-6600
(Name, Address, including postal code, and telephone number,
including area code, of agent for service)
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Copies to:
Roy Millington, Secretary Donald R. Crawshaw
ALCAN INC. SULLIVAN & CROMWELL
1188 Sherbrooke Street West 125 Broad Street
Montreal, Quebec, Canada H3A 3G2 New York, New York 10004-2498
514-848-8000 212-558-4000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number earlier effective registration statement for the
offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
===================================================================================================================================
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit Aggregate Offering price(1) registration fee(1)
- ------------------------------------- --------------- -------------------------- --------------------------- ----------------------
Common Shares, no par value
and related Common Share
Purchase Rights(2) 5,000,000 N/A $193,398,430 $17,792.66
===================================================================================================================================
</Table>
</Fn>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based on U.S. $38.679687 per Common Share, the average of the high
and low per share prices of the Common Shares of Alcan Inc. reported on the
New York Stock Exchange on February 19, 2002.
(2) The related Common Share purchase rights (the "Rights") are to be issued
pursuant to the Shareholder Rights Agreement between Alcan Inc. and CIBC
Mellon Trust Company, amended and restated as of April 22, 1999, which are
attached to all issued and outstanding Common Shares. Until the occurrence
of certain prescribed events, the Rights are not exercisable, are evidenced
by the certificates for the Common Shares and will be transferable along
with and only with the Common Shares. The value attributable to the Rights,
if any, is reflected in the value of the Common Shares.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS FILED AS
PART OF THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS THAT RELATES TO
47,917 ALCAN INC. COMMON SHARES THAT WERE PREVIOUSLY REGISTERED PURSUANT TO
REGISTRATION STATEMENT NO. 2-78568 ON FORM S-3 AND HAVE NOT YET BEEN ISSUED AND
SOLD; A FILING FEE WAS PAID WITH RESPECT TO THOSE COMMON SHARES AT THE TIME OF
REGISTRATION. SUCH REGISTRATION STATEMENT IS ACCORDINGLY AMENDED TO REFLECT THE
INFORMATION CONTAINED HEREIN.
1
PART I
PROSPECTUS
Investment Plans for Shareholders
Dividend Reinvestment Plan
and Share Purchase Plan
for Shareholders of
Alcan Inc.
We are offering to holders of our Common Shares the right to participate in
either or both of the following plans:
Dividend Reinvestment Plan You may elect to have your cash dividends
reinvested in our Common Shares at market value.
Share Purchase Plan You may purchase our Common Shares directly from
us at market value by making a cash payment. Each
cash payment must be at least C $100 or U.S. $100.
You may not purchase more than C $25,000 or U.S.
$15,000 per calendar quarter in the aggregate.
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Alcan Common Shares are issued at the market price under the Dividend
Reinvestment Plan and the Share Purchase Plan. The closing price of our Common
Shares on February 22, 2002 on the New York Stock Exchange was U.S. $39.67, and
on The Toronto Stock Exchange was C $63.30. Our Common Shares are also traded on
the London and Swiss stock exchanges. The symbol for our Common Shares is AL.
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No securities commission or similar authority in Canada has, in any way, passed
upon the merits of the securities offered hereby and any representation to the
contrary is an offense.
Neither the Securities and Exchange Commission nor any state securities
commission in the U.S.A. has approved or disapproved of the Common Shares to be
issued under the Dividend Reinvestment Plan or the Share Purchase Plan. Nor has
the Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
---------------
This document constitutes a prospectus covering securities that have been
registered under the United States Securities Act of 1933, as amended. This
prospectus relates to 47,917 Common Shares that have been reserved for issue
under the Dividend Reinvestment Plan and the Share Purchase Plan. It replaces
the prospectus dated July 1, 1995. You should retain this prospectus for future
reference.
- --------------------------------------------------------------------------------
The date of this prospectus is February 25, 2002.
CONTENTS
<Table>
<Caption>
Page
Alcan Inc.............................................................................. 3
The Plans.............................................................................. 4
How Can I Participate?................................................................. 5
Dividend Reinvestment Plan............................................................. 6
Share Purchase Plan.................................................................... 9
Tax Consequences....................................................................... 12
Description of Share Capital........................................................... 14
Use of Proceeds........................................................................ 15
Legal Matters.......................................................................... 15
Experts................................................................................ 15
Indemnification........................................................................ 16
Where You Can Find More Information.................................................... 16
</Table>
You should rely only on the information contained in this document or that we
have referred you to.
We are a canadian corporation. A substantial portion of our assets are located
in Canada and elsewhere outside the United States, and many of our directors and
executive officers, including many of the persons who signed the Registration
Statement on Form S-3, of which this document is a part, and the experts named
herein are resident outside the United States, and all or a substantial portion
of the assets of our directors and executive officers and the experts named
herein are located outside the United States. As a result, it may be difficult
for you to effect service of process within the United States upon our directors
and executive officers and the experts named herein and to enforce against them
in the United States judgments of courts of the United States predicated upon,
among other things, civil liability provisions of the federal securities laws of
the United States. In addition, it may be difficult for you to enforce, in
original actions brought in courts in jurisdictions located outside the United
States, among other things, civil liabilities predicated upon the federal
securities laws of the United States. Roy Millington, Corporate Secretary of
Alcan Inc., our canadian counsel has, however, advised that the civil liability
provisions of the federal securities laws of the United States may be enforced
in original actions taken in the province of Quebec against us or any of our
directors and executive officers and the experts named herein, but there is
substantial doubt as to the enforceability in the province of Quebec of
judgments of United States courts obtained in actions predicated upon the
federal securities laws of the United States.
3
ALCAN INC.
We are a Canadian corporation and the parent company of an international group
operating in many aspects of the aluminium and speciality packaging businesses.
Our operations include:
o the mining and processing of bauxite, the basic aluminium ore;
o the refining of bauxite into alumina;
o the generation of electricity for use in smelting aluminium;
o the smelting of aluminium from alumina;
o the recycling of used and scrap aluminium;
o the fabrication of aluminium, aluminium alloys and non-aluminium materials
into semi-finished and finished products;
o the production and conversion of specialty packaging and packaging products
for many industries including the food, pharmaceutical, cosmetic, personal
care and tobacco sectors;
o the distribution and marketing of aluminium and non-aluminium packaging
products; and
o the production and sale of industrial chemicals.
We have an expansive network of operations in 38 countries with 52,000 dedicated
employees, a global customer base, innovative products and advanced
technologies.
We were incorporated on June 3, 1902 under the laws of Canada for an unlimited
duration. Our principal executive offices are located at :
1188 Sherbrooke Street West
Montreal, Quebec, Canada H3A 3G2
Telephone number (514) 848 8000
4
THE PLANS
This prospectus contains important information you should know before electing
to participate in either the Dividend Reinvestment Plan, which we sometimes
refer to as the DRP, or the Share Purchase Plan, which we sometimes refer to as
the SPP. To fully understand each plan, we urge you to review carefully this
document and the other documents to which we refer you.
What are the advantages of enrolling in the DRP or SPP?
The DRP and the SPP enable you to acquire newly issued Common Shares without
payment of brokerage commissions or service charges. In addition, the DRP
provides a means for you to apply your dividends to the acquisition of Common
Shares. The tax consequences for you under the DRP and the SPP are summarized
commencing on page 12.
What is the Dividend Reinvestment Plan?
The DRP provides you with an opportunity to reinvest the cash dividends you are
entitled to receive on your Common Shares. You may elect to receive the
dividends on some or all of your Common Shares in the form of additional Common
Shares instead of in cash. The number of Common Shares you receive is based on
the market value of the average of the closing prices of the Common Shares
during the last five trading days prior to the dividend payment date and is
reduced in respect of any applicable withholding tax. For more information, see
"Dividend Reinvestment Plan", beginning on page 6.
What is the Share Purchase Plan?
The SPP provides you with an opportunity to purchase Common Shares directly from
us at market value. You may make purchases at any time and from time to time by
making cash payments of not less than C$100 or U.S.$100 at a time and not more
than C$25,000 or U.S.$15,000 in the aggregate per calendar quarter.
Who can participate?
You may participate in either or both the DRP and the SPP if:
o you own Common Shares that are recorded in your own name as registered in
our records;
o you own Common Shares through an account with an investment dealer, such as
a broker, bank or trust company, and you contact your investment dealer and
require the investment dealer to transfer one or more Common Shares into
your name in our records;
o you hold your Common Shares in a segregated registered account with an
investment dealer, such as a Registered Retirement Savings Plan in Canada or
a 401(k) investment plan in the United States, and you contact your
investment dealer and, in the case of the DRP, request that some or all of
your Common Shares be enrolled in the DRP, or in the case of the SPP,
request that the investment dealer provide us with a certification
indicating that the initial payment is being made on behalf of a person who
holds at least one of our Common Shares in an account with the investment
dealer.
5
HOW CAN I PARTICIPATE?
YOU MAY PARTICIPATE IN EITHER OR BOTH OF THE PLANS IF YOU OWN ONE OR MORE OF OUR
COMMON SHARES.
How can I participate if my Common Shares are recorded in my own name in Alcan's
records?
If your Common Shares are recorded in your own name, to participate in the DRP
or SPP you must complete the form accompanying this prospectus as described
below. A pre-addressed envelope for returning completed forms is enclosed.
To participate in the DRP, please return the form to CIBC Mellon Trust Company,
our registrar and transfer agent, which we refer to as CIBC Mellon, after
completing Sections A, B and D.
To participate in the SPP, please return the form to CIBC Mellon after
completing Sections A, C and D, together with a cheque or money order made
payable to "CIBC Mellon Trust Company". The cheque or money order must be in
Canadian Dollars if your registered address is in Canada or in U.S. Dollars if
your registered address is outside Canada.
All completed forms (together with a cheque or money order for participation in
the SPP) should be addressed as follows:
If delivered by hand or courier, to: CIBC Mellon Trust Company
320 Bay Street
3rd Floor
Toronto, Ontario, Canada
M5H 4A6
If mailed, to: CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario, Canada
M5C 2W9
How can I participate if my Common Shares are held through an account with an
investment dealer?
If your Common Shares are owned through an account with an investment dealer, to
participate in the DRP or SPP you must contact your investment dealer and
require the investment dealer to transfer one or more Common Shares into your
name.
If you hold your Common Shares in a segregated registered account with an
investment dealer, such as a Registered Retirement Savings Plan in Canada or a
401(k) investment plan in the United States, to participate in the DRP or SPP
you must contact your investment dealer and, in the case of the DRP, request
that some or all of your Common Shares be enrolled in the DRP, or in the case of
the SPP, request that the investment dealer provide CIBC Mellon with a
certification indicating that the initial payment is being made on behalf of a
person who holds at least one of our Common Shares in an account with the
investment dealer.
Where can I obtain additional forms or more information?
Additional forms and other information about the plans may be obtained from CIBC
Mellon at the above addresses or by telephoning (416) 643-5500 or toll free
throughout North America 1-800-387-0825.
6
DIVIDEND REINVESTMENT PLAN
OVERVIEW
We are offering to holders of our Common Shares the right to participate in the
Dividend Reinvestment Plan. We sometimes refer to the Dividend Reinvestment Plan
as the DRP. If you elect to participate in the DRP, you can elect to receive the
dividends on some or all of the Common Shares you own in an amount of
newly-issued Common Shares equal to the market value of the average of the
closing prices of Common Shares during the last five trading days prior to the
dividend payment date, less any applicable withholding tax, instead of in cash.
You may elect to participate in the DRP by meeting the eligibility requirements
below and by following the instructions in the section "How can I participate?"
beginning on p. 5.
ELIGIBILITY
To be eligible to participate in the DRP, you must have in general Common Shares
registered in your own name on our records. It may be the case that you hold
your Common Shares in "street name", which means that your Common Shares are
held in a nominee account with an investment dealer such as a broker, a bank or
a trust company. If you hold your Common Shares in street name, you must
transfer shares into your own name on our records to be eligible to participate
in the DRP or make other arrangements with your investment dealer for your
participation.
PARTICIPATION
You may reinvest cash dividends, less any applicable withholding tax, paid on
all or a portion of your Common Shares in newly-issued Common Shares. For
example, if you own 125 Common Shares, you may decide to participate in the DRP
with respect to 70 Common Shares only and to continue to receive cash dividends
on the remaining 55 Common Shares in the usual manner.
Your participation commences on the first dividend record date following receipt
by CIBC Mellon of the duly completed form enclosed with this prospectus. The
dividend record date is the date set by the Board of Directors as the date for
determining the shareholders of record that are entitled to receive a dividend
on Common Shares. The dividend record date is usually on or about the 20th day
of February, May, August and November of each year.
Once you are enrolled in the DRP, your participation will continue automatically
unless and until you terminate your participation in the manner described under
"Termination of Participation" below. Following the initial dividend record
date, you will receive dividends in the form of newly-issued Common Shares on
both the Common Shares you elected to include in the DRP and on the Common
Shares you received as dividends on any prior dividend record date. In other
words, dividends on Common Shares acquired under the DRP (including fractions of
Common Shares), less any applicable withholding tax, will be reinvested in
further newly-issued Common Shares (including fractions) together with the
dividends on the Common Shares initially elected for participation in the DRP.
Dividends, whether in the form of cash or newly-issued Common Shares, are paid
or issued on the dividend payment date following the applicable dividend record
date, which is usually on or about the 20th of March, June, September and
December of each year.
7
CHANGE OF ELECTION
To change a DRP election already made, please write to CIBC Mellon giving
details of the change desired. Any written notification received by CIBC Mellon
prior to a dividend record date will be effective on the next subsequent
dividend payment date.
DETERMINATION OF MARKET VALUE AND THE NUMBER OF COMMON SHARES YOU WILL RECEIVE
For each Common Share you elect to include in the DRP, you will receive the
number of newly-issued Common Shares equal to the aggregate cash dividend (less
any applicable withholding tax) you would otherwise receive divided by the
market value of each Common Share on the dividend payment date. The market value
is the average of the closing sale prices for board lots for our Common Shares
on The Toronto Stock Exchange and for round lots for our Common Shares as
reported on the New York Stock Exchange - Consolidated Trading on each day
during the last five trading days on each exchange prior to the relevant
dividend payment date.
If your registered address is in Canada, the market value is expressed in
Canadian dollars and if your registered address is outside of Canada, the market
value is expressed in U.S. dollars. If one of the stock exchanges is closed for
trading during these five trading days, different days will be used to calculate
the market value. Currency conversions will be made at the Bank of Canada noon
rates of exchange on each trading day.
Your account will be credited, as of each dividend payment date, with the number
of newly-issued Common Shares, including, if applicable, fractions of Common
Shares calculated to three decimal places, to which you become entitled.
STATEMENTS OF ACCOUNT
CIBC Mellon, on our behalf, will maintain an account for you in respect of your
Common Shares subject to the DRP and will mail a statement of account to you at
the end of each month in which a dividend payment date occurs. This statement
will record the cash dividends payable on the Common Shares subject to the DRP,
the taxes withheld, if applicable, the number of newly-issued Common Shares
(calculated to three decimal places) resulting from reinvestment of the net cash
dividends payable, the market price per Common Share and the new total number of
Common Shares (calculated to three decimal places) credited to your account
under the DRP. These statements should be retained for tax purposes.
CERTIFICATES REPRESENTING YOUR COMMON SHARES
You may at any time obtain a certificate for any number of whole Common Shares
in your DRP account that are not already represented by an outstanding
certificate, by written request to CIBC Mellon.
VOTING OF YOUR COMMON SHARES
You may vote each of the whole Common Shares credited to your account under the
DRP, in person or by proxy, at any meeting of shareholders. A fractional Common
Share does not carry any right to vote.
SALE OR OTHER TRANSFER OF SHARES
In order to sell or otherwise transfer Common Shares credited to your account
under the DRP, you must obtain from CIBC Mellon a certificate representing your
Common Shares. A certificate will only be issued for a whole number of Common
Shares -- see "Certificates representing your Common Shares" above. We will not
recognize a pledge of, or other encumbrance against, the Common Shares credited
to an account under the DRP for which a certificate has not been issued.
If you transfer a portion of the Common Shares registered in your name, through
a sale or otherwise, such transfer will be deemed, in the absence of written
instructions to CIBC Mellon to the contrary, to have been made first out of the
Common Shares, if any, that are not subject to the DRP.
8
TERMINATION OF PARTICIPATION
You may, at any time by written notice to CIBC Mellon, terminate participation
as to all or a portion of your Common Shares subject to the DRP. Any subsequent
dividends payable on the Common Shares you withdraw will be paid to you in cash.
Participation in the DRP will terminate automatically upon receipt by CIBC
Mellon of written notice of your death.
Upon termination, a certificate for the appropriate number of whole Common
Shares will be issued and mailed together with a cheque for the proceeds of sale
of any fraction of a Common Share. If the notice is received after a dividend
record date, the termination is effective only after the related dividend
payment date. In other words, the notice of termination must be received by CIBC
Mellon prior to a dividend record date to be effective on the related dividend
payment date.
NOTICES
Notices and other communications provided to participants in the DRP will be
mailed to you at your address as shown in the records of CIBC Mellon.
ADMINISTRATION AND COSTS
CIBC Mellon will administer the DRP. We will pay all administrative costs
related to the DRP.
OUR RESPONSIBILITY WITH RESPECT TO THE DRP
We are not liable under the DRP for any good faith act or omission, including,
without limitation, any claim of liability with respect to any form, notice or
other writing sent to CIBC Mellon, or with respect to the calculation of the
market value of Common Shares on the dividend payment date and the number of new
Common Shares issued under the DRP.
AMENDMENT, SUSPENSION OR TERMINATION OF THE DRP
We have the right to amend, suspend or terminate the DRP at any time. However,
any such action will not have retroactive effect with respect to cash dividends
reinvested prior to the date of amendment, suspension or termination. Written
notice of any amendment, suspension or termination affecting the DRP will be
sent to each participant in the DRP. If the DRP is terminated by us, a
certificate for the appropriate number of whole Common Shares will be issued and
mailed to you together with a cheque for the proceeds of sale of any fraction of
a Common Share.
NO RIGHT TO RECEIVE DIVIDENDS
Our Board of Directors may declare dividends on Common Shares entirely at its
discretion and in accordance with applicable law. Your participation in the DRP
does not entitle you to any dividend payment except to the extent a dividend is
declared by the Board of Directors.
9
SHARE PURCHASE PLAN
OVERVIEW
We are offering holders of our Common Shares the right to participate in the
Share Purchase Plan. We sometimes refer to the Share Purchase Plan as the SPP.
Under the SPP, you may purchase our Common Shares directly from us at market
value by making a cash payment, at any time and from time to time. Each cash
payment must be at least C $100 or U.S. $100. You may not purchase more than C
$25,000 or U.S. $15,000 per calendar quarter in the aggregate. You may elect to
participate in the SPP by meeting the eligibility requirements below and by
following the instructions in the section "How can I participate?" beginning on
p. 5.
ELIGIBILITY
To be eligible to participate in the SPP, you must have at least one Common
Share registered in your own name on our records. It may be the case that you
hold your Common Shares in "street name", which means that your Common Shares
are held in a nominee account with an investment dealer such as a broker, a bank
or a trust company. If you hold your Common Shares in street name, you must
transfer one or more shares into your own name on our records to be eligible to
participate in the SPP or make other arrangements with your investment dealer.
PARTICIPATION
You may make payments to CIBC Mellon for our account, at any time and from time
to time, each of not less than C $100 or U.S. $100 but not more than C $25,000
or U.S. $15,000 per calendar quarter in the aggregate, to purchase newly-issued
Common Shares directly from us. We may revise these amounts from time to time at
our discretion.
If your registered address is in Canada, your payments should be made in
Canadian dollars. If your registered address is outside of Canada, your payments
should be made in U.S. dollars.
The Common Shares you purchase will be credited to your account as of an
investment date. Generally, the investment dates are the 15th day of each month
or, if the 15th day is a public holiday in Canada, the next business day.
Payments received after an investment date will be held for the purchase of
Common Shares on the next investment date, unless the form has been marked in
the box provided for that purpose to indicate that the payment should be
returned. The payment will also be returned on written request received by CIBC
Mellon prior to investment on an investment date. No interest will be paid on
cash payments held until the next investment date nor on payments returned by
CIBC Mellon.
You are not obligated to make or continue to make purchases under the SPP. The
amounts of your purchases may vary within the limits set out above.
DETERMINATION OF MARKET VALUE AND THE NUMBER OF COMMON SHARES YOU WILL RECEIVE
You are entitled to receive on any investment date the number of newly-issued
Common Shares equal to the amount of any payment received by CIBC Mellon prior
to the investment date that has not been used to purchase Common Shares or
returned to you divided by the market value of each Common Share on the
investment date. The market value is the average of the closing sale prices for
board lots for our Common Shares on The Toronto Stock Exchange and for round
lots for our Common Shares as reported on the New York Stock Exchange --
Consolidated Trading on each day during the last five trading days on each
exchange prior to the relevant investment date.
If your registered address is in Canada, the market value is expressed in
Canadian dollars and if your registered address is outside of Canada, the market
value is expressed in U.S. dollars. If one of the stock exchanges is closed for
trading during these five trading days, different days will be used to calculate
the market value. Currency conversions will be made at the Bank of Canada noon
rates of exchange on each trading day.
10
Your account will be credited, as of each investment date, with the number of
newly-issued Common Shares, including, if applicable, fractions of Common Shares
calculated to three decimal places, to which you become entitled.
DIVIDENDS
Dividends on Common Shares purchased under the SPP (including fractions of
Common Shares), less any applicable withholding tax, will be paid in cash in the
usual manner. However, if you are also enrolled in the DRP, CIBC Mellon will
apply dividends payable on Common Shares purchased under the SPP towards the
purchase of new Common Shares under the DRP.
STATEMENTS OF ACCOUNT
CIBC Mellon, on our behalf, will maintain an account for you in respect of your
Common Shares purchased under the SPP and will mail a statement of account to
you at the end of each month in which a transaction occurs. This statement will
record cash payment(s) received by CIBC Mellon from you under the SPP, the
number of newly-issued Common Shares (including fractions) purchased therewith,
the purchase price per Common Share and the total number of Common Shares
(including fractions) credited to your account under the SPP. These statements
should be retained for tax purposes.
A form will be sent with each statement of account to enable the participant to
make further purchases under the SPP.
CERTIFICATES REPRESENTING YOUR COMMON SHARES
You may at any time obtain a certificate for any number of whole Common Shares
in your SPP account that are not already represented by an outstanding
certificate, by written request to CIBC Mellon.
VOTING OF YOUR COMMON SHARES
You may vote each of the whole Common Shares credited to your account under the
SPP, in person or by proxy, at any meeting of shareholders. A fractional Common
Share does not carry any right to vote.
SALE OR OTHER TRANSFER OF SHARES
In order to sell or otherwise transfer Common Shares credited to your account
under the SPP, you must obtain from CIBC Mellon a certificate representing your
Common Shares. A certificate will only be issued for a whole number of Common
Shares -- see "Certificates representing your Common Shares" above. We will not
recognize a pledge of, or other encumbrance against, the Common Shares credited
to an account under the SPP for which a certificate has not been issued.
TERMINATION OF PARTICIPATION
You may, at any time by written notice to CIBC Mellon, terminate participation
in the SPP. Participation in the SPP will terminate automatically upon receipt
by CIBC Mellon of written notice of the death of a participant.
Upon termination, a certificate for the appropriate number of whole Common
Shares will be issued and mailed together with cheque(s) for the proceeds of
sale of any fraction of a Common Share and for any uninvested payment.
NOTICES
Notices and other communications provided to participants in the SPP will be
mailed to you at your address as shown in our records.
11
ADMINISTRATION AND COSTS
CIBC Mellon will administer the SPP. We will pay all administrative costs
related to the SPP.
OUR RESPONSIBILITY UNDER THE SPP
We are not liable under the SPP for any good faith act or omission, including,
without limitation, any claim of liability with respect to any form, notice or
other writing sent to CIBC Mellon, or with respect to the calculation of the
market value of Common Shares on the investment date and the number of new
Common Shares issued under the SPP.
AMENDMENT, SUSPENSION OR TERMINATION OF THE SPP
We have the right to amend, suspend or terminate the SPP at any time. However,
any such action shall not have retroactive effect with respect to Common Shares
already purchased prior to the date of amendment, suspension or termination.
Written notice of any amendment, suspension or termination affecting the SPP
will be sent to each participant in the SPP. If the SPP is terminated by us, a
certificate for the appropriate number of whole Common Shares will be issued and
mailed to you together with cheque(s) for the proceeds of sale of any fraction
of a Common Share and for any uninvested payment.
12
TAX CONSEQUENCES
The following summary of the material Canadian and United States Federal income
and estate tax consequences to participants in the DRP or SPP is intended for
general information only, and is not tax advice. You are urged to consult with a
tax advisor regarding the tax consequences to you of participation in either or
both of the DRP or SPP, including the Canadian and United States federal, state
and local tax consequences of participation, as well as the tax consequences of
subsequent disposition of Common Shares acquired pursuant to either or both of
the DRP or SPP. In some countries, certain transactions may require foreign
exchange approval.
CANADA
Canadian Shareholders will be treated as having received a cash dividend equal
to the amount applied to purchase newly-issued Common Shares under the DRP.
Individual shareholders and trusts taxable as individuals will include in income
such dividends grossed up for the purpose of income calculation and will be
entitled to a tax credit. Public corporations will not be subject to tax in
respect of such dividend. Special rules apply to other types of corporations.
For purposes of calculating a capital gain or loss, the adjusted cost base of
the Common Shares purchased under either the DRP or the SPP will equal the
amount paid therefor. The cost of these Common Shares will be averaged with the
adjusted cost base of all other Common Shares acquired by the shareholder after
1971. If the shareholder holds Common Shares considered for tax purposes to have
been acquired prior to 1972 and Common Shares acquired since 1971, the
shareholder is deemed to have first disposed of the Common Shares acquired prior
to 1972. Upon disposition of any Common Shares, including fractions, the
shareholder will include in income one-half of the excess of the proceeds of
disposition over the adjusted cost base thereof.
For minimum tax purposes, the four fifths of net capital gains are to be
included in computing adjusted taxable income.
UNITED STATES
GENERAL
The following discussion summarizes both the material United States federal
income tax consequences and the Canadian withholding tax consequences to you as
a participant in either or both of the DRP if you are a beneficial owner of
Common Shares that is:
o a citizen or resident of the United States,
o a domestic corporation,
o an estate the income of which is subject to United States federal
income tax, regardless of its source, or
o a trust if a United States court is able to exercise primary
supervision over administration of the trust and one or more United
States persons have authority to control all substantial decisions of
the trust.
This summary applies to you only if you hold your Common Shares as capital
assets. This summary does not deal with the tax consequences applicable to all
categories of investors, some of which (such as broker-dealers, traders in
securities that elect to mark to market, banks, regulated investment companies,
tax-exempt organizations, certain insurance companies, persons liable for the
alternative minimum tax, persons that hold securities that are a hedge or that
are hedged against currency risks or that are part of a straddle or conversion
transaction, or persons whose functional currency is not the United States
dollar) may be subject to special treatment under the federal income tax laws.
This summary is based on the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations thereunder, published
rulings and court decisions, all as currently in effect and all subject to
change at any time, perhaps with retroactive effect. You are advised to consult
your own tax advisor with respect to your particular circumstances and with
respect to the effects of United States federal, state, local or other laws to
which you may be subject.
13
DIVIDEND REINVESTMENT PLAN
A dividend received by you will be subject to United States federal income tax
and may also be subject to state and local taxation. In addition, a dividend
received pursuant to the DRP by a Shareholder residing in the United States will
generally be subject to a 15% Canadian withholding tax. Subject to certain
limitations, you may credit the Canadian withholding tax against your United
States federal income tax liability or, if you elect not to credit any foreign
taxes in the taxable year that that withholding tax is paid, you may deduct that
tax from your United States federal gross income.
For United States federal income tax purposes, you must include in gross income
a distribution equal to the fair market value on that date of the shares
credited to your account plus the amount of the Canadian withholding tax. The
market value of a share on any day will be the average of the closing sale
prices for board lots of the Common Shares on the Toronto Stock Exchange and for
round lots of the Common Shares as reported on the New York Stock Exchange --
Consolidated Trading during the last five trading days prior to the relevant
dividend payment date. As described in "Dividend Reinvestment Plan --
Determination of market value and the number of Common Shares you will receive",
beginning on page 7, the number of Common Shares to be credited may be based on
a value different from the market value of a Common Share on the dividend
payment date. The United States dollar value of the Canadian withholding tax of
15% of the cash dividend that you would have received in the absence of an
election to reinvest in newly-issued Common Shares will be determined by using
the currency exchange rate on the dividend payment date.
Distributions with respect to your Common Shares will be treated as ordinary
dividend income to the extent of your share of current or accumulated earnings
and profits as determined for United States federal income tax purposes. Such
dividends will not be eligible for the dividends-received deduction allowed to
United States corporations under the Internal Revenue Code. The amount of any
distribution in excess of your share of current and accumulated earnings and
profits will first be applied to reduce your tax basis in the Common Shares, and
any amount in excess of tax basis will be treated as gain from the sale or
exchange of your Common Shares.
You will recognize gain or loss upon sale or exchange of a share received
pursuant to the DRP, including the sale of any fractional Common Share upon
termination of participation in the DRP. The amount of gain or loss will be the
difference between the amount received for the Common Share and its tax basis.
The tax basis of the Common Share will be its market value on the dividend
payment date. Any gain or loss will be capital gain or loss, and will be
long-term capital gain or loss if the Common Share was held for more than one
year. The holding period for a Common Share acquired pursuant to the DRP will
begin on the day following the dividend payment date.
You will not realize any taxable income upon receipt of certificates for whole
shares credited to your account, either upon your request for one or more
certificates for certain of those Common Shares or upon termination of your
participation in the plan.
WITHHOLDING
Information reporting to the IRS by us or paying agents and custodians located
in the United States will be required with respect to payments of dividends on
the Common Shares to United States persons. In addition, under the backup
withholding rules, you may be subject to backup withholding with respect to
dividends paid unless you (a) are a corporation or come within certain other
exempt categories and, when required, demonstrate this fact, or (b) provide a
taxpayer identification number, certify as to no loss of exemption from backup
withholding, and otherwise comply with applicable requirements of the backup
withholding rules. A United States shareholder that does not provide us with his
or her correct taxpayer identification number may also be subject to penalties
imposed by the IRS. Backup withholding is not an additional tax and may be
credited against your regular federal income tax liability.
OTHER COUNTRIES
Dividends applied under the DRP to the purchase of newly-issued Common Shares
for shareholders residing in countries having tax treaties with Canada are,
generally speaking, subject to a 15% Canadian withholding tax. Dividends so
applied for shareholders resident in other countries are subject to a 25%
Canadian withholding tax.
14
DESCRIPTION OF SHARE CAPITAL
SECURITIES PRESENTLY ISSUED BY US
<Table>
<Caption>
Authorized Outstanding*
Common Shares unlimited 320,927,999
Preference Shares, issuable in series, of which the following
series are outstanding: unlimited
Floating Rate Cumulative Redeemable Preference Shares, Series C, 1984 4,200,000 4,200,000
Floating Rate Cumulative Redeemable Preference Shares, Series C, 1985 1,500,000 1,500,000
Cumulative Redeemable Preference Shares, Series E 3,000,000 3,000,000
</Table>
<Fn>
* As at January 31, 2002.
</Fn>
AUTHORISED CAPITAL
We may issue an unlimited number of additional Common Shares and preference
shares from time to time upon approval by our Board of Directors for such
consideration as the Board of Directors deems appropriate, without the need of
further shareholder authorisation. However, the Board of Directors is not
allowed to create or issue any series of preference shares with voting rights,
other than voting rights arising only in the event of non-payment of dividends,
without the consent of our shareholders, given by way of special resolution. The
terms of any preference shares, including dividend rates, conversion and voting
rights, if any, redemption prices and similar matters will be determined by the
Board of Directors prior to issuance.
SUMMARY OF CERTAIN PROVISIONS OF THE PREFERENCE SHARES
We currently have the following preference shares outstanding: Floating Rate
Cumulative Redeemable Preference Shares Series C, 1984 and 1985 and Cumulative
Redeemable Preference Shares Series E. The holders of each class of preference
share will be entitled to receive cumulative cash dividends at the following
rates:
Series C, 1984 and 1985: quarterly dividends in an amount determined by
applying to C$ 25 per share 25% of the greater of (1) 72% of the average of
the Canadian prime interest rates quoted by two major Canadian banks for
stated periods, and (2) the lesser of 7.5% and the average of the Canadian
prime interest rates quoted by two major Canadian banks for stated periods.
Series E: quarterly dividends in an amount determined by applying to C$ 25
per share 25% of 75% of the average of the Canadian prime interest rates
quoted by two major Canadian banks for stated periods.
The holders of preference shares are not entitled to vote at meetings of
shareholders unless we fail to pay six quarterly dividends on such preference
shares. Thereafter, so long as such dividends remain in arrears, the holders
will be entitled, voting separately as a class, to elect two members of the
Board of Directors.
In the event that we liquidate, dissolve or wind up or distribute our assets
among shareholders for the purpose of winding up our affairs, the holders of the
preference shares will be entitled to receive, in preference to holders of the
Common Shares, the sum of C$ 25 per preference share for Series C and E plus all
accrued and unpaid dividends. Additionally, if such distribution is voluntary,
an additional amount equal to the premium, if any, will be payable on
redemption.
The preference shares are redeemable at our option at C$ 25 per preference share
plus all accrued and unpaid dividends.
Unless all dividends then payable on the preference shares have been declared
and paid or set apart for payment, we will not (1) pay any dividends, other than
stock dividends, or make any distributions on any shares ranking junior to the
preference shares with respect to the payment of dividends or return of capital,
(2) retire for value any shares ranking junior to the preference shares with
respect to payment of dividends or return of capital, or (3) except in
connection with the exercise of a retraction privilege, retire less than all of
a series of preference shares.
15
SUMMARY OF CERTAIN PROVISIONS OF THE COMMON SHARES
Attributes
The Common Shares are subject to the rights of the holders of the preference
shares, as described above, and of any other preferred securities issued in the
future.
The holders of Common Shares are entitled to one vote per Common Share at all
meetings of Shareholders, to participate rateably in any dividends which may be
declared on Common Shares by our Board of Directors and, in the event of our
liquidation, dissolution or winding-up or other distribution of our assets or
property, to a pro rata share of our assets after payment of all liabilities and
obligations. The Common Shares have no pre-emptive, redemption or conversion
rights.
The provisions of the Canada Business Corporation Act ("CBCA") require that the
amendment of certain rights of holders of any class of shares, including the
Common Shares, must be approved by not less than two-thirds of the votes cast by
the holders of such shares. A quorum for any meeting of the holders of Common
Shares is 40% of the Common Shares then outstanding. Therefore, it is possible
for the rights of the holders of Common Shares to be changed other than by the
affirmative vote of the holders of the majority of the outstanding Common
Shares. In circumstances where certain rights of holders of Common Shares may be
amended, however, holders of Common Shares will have the right, under the Canada
Business Corporation Act, to dissent from such amendment and require us to pay
them the then fair value of their Common Shares.
Shareholders are also entitled to rights and privileges under the shareholder
rights plan summarized below.
Shareholder Rights Plan
In 1990, Shareholders approved a plan whereby each Common Share of Alcan carries
one right to purchase additional Common Shares. The plan, with certain
amendments, was reconfirmed at the 1995 Annual Meeting and further amendments
were approved at the 1999 Annual Meeting. The terms of the plan are contained in
the Shareholder Rights Agreement made as of December 14, 1989 between us and
CIBC Mellon, as amended, a copy of the plan is attached as Schedule B of the
Management Proxy Circular filed as Exhibit 99 to our Annual Report on Form 10-K
for the year ended December 31, 1998. The rights under the plan are not
currently exercisable but may become so upon the acquisition by a person or
group of affiliated or associated persons ("Acquiring Person") of beneficial
ownership of 20% or more of Alcan's outstanding voting shares or upon the
commencement of a take-over bid. Holders of rights, with the exception of an
Acquiring Person, in such circumstances will be entitled to purchase from us,
upon payment of the exercise price (currently U.S.$100.00), such number of
additional Common Shares as can be purchased for twice the exercise price based
on the market value of Alcan's Common Shares at the time the rights become
exercisable.
The plan has a permitted bid feature which allows a take-over bid to proceed
without the rights under the plan becoming exercisable, provided that it meets
certain minimum specified standards of fairness and disclosure, even if the
Board does not support the bid.
The plan expires in 2008, subject to re-confirmation at the Annual Meeting of
Shareholders in 2002 and 2005, but may be redeemed earlier by the Board, with
the prior consent of the holders of rights or Common Shares, for U.S.$0.01 per
right. In addition, should a person or group of persons acquire outstanding
voting shares pursuant to a permitted bid or a share acquisition in respect of
which the Board has waived the application of the plan, the Board shall be
deemed to have elected to redeem the rights at U.S.$0.01 per right.
USE OF PROCEEDS
The net proceeds we receive from the issuance of Common Shares under the plans
will be added to our general funds and made available for general corporate
purposes, including capital expenditures and working capital requirements.
LEGAL MATTERS
The validity of the Common Shares offered through this prospectus and the Plans
herein described has been passed upon by Roy Millington, Alcan lawyer.
EXPERTS
The financial statements, incorporated by reference in this prospectus to our
Annual Report on Form 10-K for the year ended December 31, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, Montreal,
Quebec, Canada, chartered accountants, given on the authority of the said firm
as experts in auditing and accounting.
16
INDEMNIFICATION
As a corporation incorporated under the CBCA, we may indemnify our directors and
officers. In general, the CBCA provides that one of our directors or officers
may be indemnified by us against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment if (i) he or she acted
honestly and in good faith with a view to our best interests and (ii) in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he or she had reasonable grounds for believing that his or her
conduct was lawful. The directors have entered into agreements with us providing
for indemnification as permitted by the CBCA.
The right to indemnification is more limited, however, where directors and
officers are sued by us or on our behalf by a shareholder. In those cases, we
may, with the approval of a court, indemnify a director or officer against all
costs, charges and expenses reasonably incurred by him or her but not the amount
of the judgment or settlement of an action, provided he or she fulfills the
conditions of (i) and (ii) above. A director or officer must be indemnified for
costs, charges and expenses reasonably incurred by him or her if he or she was
not judged by the court or other competent authority to have committed any fault
or omitted to do anything that the individual ought to have done and fulfills
the conditions of (i) and (ii) above.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 of the United States of America may be permitted to directors, officers or
persons controlling us pursuant to the foregoing provisions, we have 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.
We carry insurance covering liability, including defense costs, of our directors
and officers and all subsidiaries incurred as a result of acting as such
directors and officers, provided he or she acted honestly and in good faith with
a view to our best interests or those of the relevant subsidiary.
In respect of indemnity payments made by us to a director or officer for a claim
covered by the liability insurance, we will be reimbursed for such payments
(subject to the deductible and policy limit) by our insurers.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement, of which this prospectus forms a part,
with the Securities and Exchange Commission, under the Securities Act of 1933,
as amended, that registers the Common Shares to be issued under the DRP and the
SPP. The registration statement, including the attached exhibits and schedules,
contains additional relevant information about us and our Common Shares. The
rules and regulations of the SEC allow us to omit some information included in
the registration statement from this document.
In addition, we file reports, proxy statements and other information with the
SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
You may read and copy this information, or obtain copies of this information by
mail at prescribed rates, from the Public Reference Room of the SEC, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains reports,
proxy statement, and other information about issuers, like us, that file
electronically with the SEC. The address of that site is sec.gov. Our address on
the world wide web is alcan.com. Information contained in or otherwise
accessible through these websites is not a part of this prospectus. All
references in this prospectus to these Internet sites are inactive textual
references to a URL, or "uniform resource locator," and are for your
informational reference only.
You can also inspect reports, proxy statements and other information about us at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The SEC allows us to "incorporate by reference" information into this document.
This means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by
reference is considered to be a part of this document, except for any
information that is superseded by information that is included directly in this
document.
17
This document incorporates by reference the documents listed below that we
previously filed with the SEC. They contain important information about us and
our financial condition.
1. Our Annual Report on Form 10-K for the year ended December 31, 2000;
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001.
3. Our Current Reports on Form 8-K dated January 11, 2001, February 19,
2001 and February 26, 2001.
All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this prospectus and to be a part of this prospectus from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
You may obtain, without charge, a copy of any of the documents incorporated by
reference in this prospectus, excluding any exhibits to those documents unless
the exhibit is specifically incorporated by reference as an exhibit in that
document. You can obtain these documents by requesting them by telephone from
CIBC Mellon at (416) 643-5500 or toll free throughout North America
1-800-387-0825 or in writing at the following address:
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario, Canada
M5C 2W9
Inquiries@cibcmellon.com
Proxy circulars, annual reports and other information concerning us can also be
inspected at the following places:
<Table>
Alberta Securities Commission 10025 Jasper Avenue
20th Floor
Edmonton, Alberta
T5J 3Z5
British Columbia Securities Commission Pacific Center
701 West Georgia Street
12th Floor
Vancouver, British Columbia
V7Y 1L2
Commission des valeurs mobilieres du Tour de la Bourse
Quebec 800 Square Victoria
C.P. 246, 22ieme etage
Montreal, Quebec
H4Z 1G3
Manitoba Securities Commission 1130-405 Broadway Avenue
Winnipeg, Manitoba
R3C 3L6
Newfoundland Securities Commission 2nd Floor, West Block
Confederation Building
P.O. Box 8700
St. John's, Newfoundland
A1B 4J6
</Table>
18
<Table>
Nova Scotia Securities Commission Joseph Howe Building
1690 Hollis Street
P.O. Box 458, 2nd Floor
Halifax, Nova Scotia
B3J 2P8
Ontario Securities Commission 20 Queen Street West
P.O. Box 55, 19th Floor
Toronto, Ontario
M5H 3S8
Saskatchewan Securities Commission Chateau Towers
#800-1920 Broad Street
Regina, Saskatchewan
S4P 3V7
The Toronto Stock Exchange The Exchange Tower
130 King Street West
Toronto, Ontario
M5X 1J2
</Table>
We have not authorized anyone to give any information or make any representation
about the DRP, the SPP or us that is different from, or in addition to, that
contained in this document or in any of the materials incorporated into this
document. Therefore, if anyone does give you information of this sort, you
should not rely on it. If you are in a jurisdiction where offers to exchange or
sell, or solicitations of offers to exchange or purchase, the securities offered
by this document or the solicitation of proxies is unlawful, or if you are a
person to whom it is unlawful to direct these types of activities, then the
offer presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this document unless
the information specifically indicates that another date applies.
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<Table>
Securities and Exchange Commission registration fee $17,792.66
Blue Sky Fees* 4,000.00
Accounting fees* 15,000.00
Legal fees* 30,000.00
Miscellaneous* 560.00
Total * 67,352.66
</Table>
<Fn>
* Estimated
</Fn>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Canada Business Corporations Act (the "Act"), the governing act to which
Alcan Inc. (the "Corporation") is subject, provides that, (1) a Corporation may
indemnify a Director or Officer of the Corporation, a former Director or Officer
of the Corporation or another individual who acts or acted at the Corporation's
request as a Director or Officer or an individual acting in a similar capacity,
of another entity, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by the
individual in respect of any civil, criminal, administrative, investigative or
other proceeding in which the individual is involved because of that association
with the Corporation or other entity.
(2) A Corporation may advance moneys to a Director, Officer or other individual
for the costs, charges and expenses of a proceeding referred to paragraph (1).
However, the individual shall repay the moneys if he does not fulfil the
following conditions:
(3) A Corporation may not indemnify an individual, unless the individual
(a) acted honestly and in good faith with a view to the best interests of the
Corporation, or, as the case may be, to the best interests of the other
entity for which the individual acted as a director or officer or in a
similar capacity at the Corporation's request; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the individual had reasonable grounds for
believing that the individual's conduct was lawful.
(4) A Corporation may with the approval of a court indemnify a person referred
to in paragraph (1), or advance moneys under paragraph (2), in respect of an
action by or on behalf of the Corporation or other entity to procure a judgment
in its favour, to which the individual is made a party because of the
individual's association with the Corporation or other entity as described in
paragraph (1) against all costs, charges and expenses reasonably incurred by the
individual in connection with such action if the individual fulfils the
conditions set out in paragraph (3).
(5) Despite paragraph (1), an individual referred to in paragraph (1) is
entitled to indemnity from the Corporation in respect of all costs, charges and
expenses reasonably incurred by the individual in connection with the defence of
any civil, criminal, administrative, investigative or other proceeding to which
the individual is subject because of the individual's association with the
Corporation or other entity as described in paragraph (1), if the individual
seeking indemnity:
(a) was not judged by the court or other competent authority to have committed
any fault or omitted to do anything that the individual ought to have done;
and
(b) fulfils the conditions set out in paragraph (3).
The Directors' Standing Resolution pertaining to indemnification of Directors
and Officers of the Corporation represents, in general terms, the extent to
which Directors and Officers may be indemnified by the Company under the Act.
This resolution provides as follows:
20
"17. INDEMNITY
Subject to the limitations contained in the governing Act but without limit to
the right of the Corporation to indemnify as provided for in the Act, the
Corporation shall indemnify a Director or Officer, a former Director or Officer
of the Corporation or another individual who acts or acted at the Corporation's
request as a Director or Officer or an individual acting in a similar capacity,
of another entity, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by the
individual in respect of any civil, criminal, administrative, investigative or
other proceeding in which the individual is involved because of that association
with the Corporation or other entity.
(2) ADVANCE OF COSTS -- The Corporation shall advance moneys to a Director,
Officer or other individual for the costs, charges and expenses of a proceeding
referred to in subsection (1). The individual shall repay the moneys if the
individual does not fulfill the conditions of subsection (3).
(3) LIMITATION -- The Corporation may not indemnify an individual under
subsection (1) unless the individual
(a) acted honestly and in good faith with a view to the best interests of the
Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.
The Corporation also has an insurance policy covering Directors and Officers of
the Corporation and of its subsidiaries against certain liabilities which might
be incurred by them in their capacities as such, but excluding those claims for
which such insured persons could be indemnified by the Corporation or its
subsidiaries."
ITEM 16. EXHIBITS
5.1 Opinion of Roy Millington, as to the legality of securities.
10.1 Alcan Inc. Investment Plans for Shareholders set forth in full in
Prospectus included as Part I of this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Roy Millington (included in Exhibit 5.1).
24 Powers of Attorney.
ITEM 17. 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 the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement and (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) do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3 and 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 Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
21
(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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Canada on the 25th day
of February, 2002.
ALCAN INC.
By: /s/Travis Engen
----------------------------------------
(President and Chief Executive Officer)
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.
<Table>
<Caption>
SIGNATURE TITLE DATE
/s/ Travis Engen Director, President and Chief February 25, 2002
- --------------------------------------------------------- Executive Officer
Travis Engen (Principal Executive Officer)
* Director February 25, 2002
- ---------------------------------------------------------
W.R.C. Blundell
* Director February 25, 2002
- ---------------------------------------------------------
Clarence J. Chandran
* Director February 25, 2002
- ---------------------------------------------------------
Martin Ebner
* Chairman of the Board February 25, 2002
- ---------------------------------------------------------
John R. Evans
Director February 25, 2002
- --------------------------------------------------------
Willi Kerth
* Director February 25, 2002
- ---------------------------------------------------------
Brian M. Levitt
* Director February 25, 2002
- ---------------------------------------------------------
J.E. Newall
</Table>
22
<Table>
Director February 25, 2002
- --------------------------------------------------------
Guy Saint-Pierre
* Director February 25, 2002
- --------------------------------------------------------
Gerhard Schulmeyer
* Director February 25, 2002
- --------------------------------------------------------
Paul M. Tellier
/s/ Geoffery Merszei Executive Vice President and February 25, 2002
- -------------------------------------------------------- Chief Financial Officer
Geoffery Merszei (Principal Financial Officer)
/s/ Richard Genest Vice President and Controller February 25, 2002
- -------------------------------------------------------- (Principal Accounting Officer)
Richard Genest
* Authorized Representative in February 25, 2002
- -------------------------------------------------------- the United States of America
William H. Jairrels
* Authorized Representative in February 25, 2002
- -------------------------------------------------------- the United States of America
Gordon Becker
/s/ Roy Millington
- --------------------------------------------------------
Roy Millington as Attorney-in-fact
</Table>
23
EXHIBIT INDEX
Description
<Table>
<Caption>
EXHIBIT
NO. PAGE
5.1 Opinion of Roy Millington, as to the legality of securities.
10.1 Alcan Inc. Investment Plans for Shareholders set forth in full in Prospectus
included as Part I of this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Roy Millington (included in Exhibit 5.1).
24.1 Powers of Attorney.
</Table>
24