As filed with the Securities and Exchange Commission on December 10, 2001
Registration No. 333-
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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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ALCOA INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 25-0317820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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ALCOA TRUST I
(Exact name of registrant as specified in its charter)
Delaware 25-6581451
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
201 Isabella Street
Pittsburgh, Pennsylvania 15212-5858
(412) 553-4545
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
Lawrence R. Purtell, Executive Vice President and General Counsel
390 Park Avenue
New York, New York 10022-4608
(212) 836-2650
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With Copies to:
Vincent J. Pisano, Esq. John W. White, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Cravath, Swaine & Moore
Four Times Square 825 Eighth Avenue
New York, New York 10036 New York, New York 10019
(212) 735-3000 (212) 474-1000
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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, as determined
by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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 [X]
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 of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of each Class of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Unit(1)(2) Price(1)(2)(3) Registration Fee
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Debt Securities of Alcoa Inc.(4)(12)..
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Class B Serial Preferred Stock,
$1.00 par value, of Alcoa
Inc.(5)(12)...........................
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Common Stock, $1.00 par value, of
Alcoa Inc.(6)(12).....................
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Warrants of Alcoa Inc.(7)(12).........
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Stock Purchase Contracts of Alcoa
Inc.(8)(12)...........................
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Stock Purchase Units of Alcoa
Inc.(9)(12)...........................
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Trust Preferred Securities of Alcoa
Trust I(10)(12).......................
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Guarantee of Preferred Securities of
Alcoa Trust I by Alcoa Inc.(11).......
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Total................................. $5,000,000,000(13) 100% $5,000,000,000(13) $1,195,000(14)
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(Footnotes continued on following page)
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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(1) Not specified for each class pursuant to General Instruction II.D. of Form
S-3.
(2)The proposed maximum offering price per unit will be determined from time
to time by the Registrants in connection with the issuance by the
Registrants of the securities registered hereunder.
(3)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(4)Subject to note (13) below, there is being registered hereunder an
indeterminate principal amount of debt securities of Alcoa Inc. as may be
sold from time to time. If any debt securities are issued at an original
issue discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to exceed
$5,000,000,000.
(5)Subject to note (13) below, there is being registered hereunder an
indeterminate number of shares of preferred stock of Alcoa Inc. as may be
sold from time to time.
(6)Subject to note (13) below, there is being registered hereunder an
indeterminate number of shares of common stock of Alcoa Inc., plus such
additional shares as may be issued pursuant to anti-dilution adjustments.
(7)Subject to note (13) below, there is being registered hereunder an
indeterminate amount and number of warrants to be issued from time to time,
representing rights to purchase debt securities, preferred stock or common
stock of Alcoa Inc.
(8)Subject to note (13) below, there is being registered hereunder an
indeterminate amount and number of stock purchase contracts of Alcoa Inc.,
representing obligations to purchase common stock or other securities.
(9)Subject to note (13) below, there is being registered hereunder an
indeterminate amount and number of stock purchase units of Alcoa Inc.,
consisting of stock purchase contracts together with debt securities,
preferred stock or warrants of Alcoa Inc., preferred securities of Alcoa
Trust I or debt obligations of third parties, securing the holders'
obligations to purchase the securities under the stock purchase contracts.
No separate consideration will be received for the stock purchase contracts.
(10)Subject to note (13) below, there is being registered hereunder an
indeterminate number of preferred securities of Alcoa Trust I as may be
sold from time to time.
(11)No separate consideration will be received for the guarantee of the
preferred securities of Alcoa Trust I. The guarantee includes the rights of
holders of the preferred securities of Alcoa Trust I under the guarantee
and certain back-up undertakings, as described in the Registration
Statement.
(12)Subject to note (13) below, this Registration Statement also covers such
indeterminate amount or number of securities as may be issued in exchange
for, or upon conversion or exercise of, as the case may be, the debt
securities, warrants, preferred stock or trust preferred securities
registered hereunder and such indeterminate amount or number of securities
as may be issued upon settlement of the stock purchase contracts or stock
purchase units registered hereunder. No separate consideration will be
received for any securities registered hereunder that are issued in
exchange for, or upon conversion or exercise of, as the case may be, the
debt securities, warrants, preferred stock or trust preferred securities.
(13)In no event will the aggregate offering price of all securities issued from
time to time pursuant to this Registration Statement exceed $5,000,000,000
or the equivalent thereof in one or more foreign currencies, foreign
currency units or composite currencies. The aggregate amount of common
stock of Alcoa Inc. registered hereunder is further limited to that which
is permissible under Rule 415(a)(4) under the Securities Act of 1933, as
amended. The securities registered hereunder may be sold separately or as
units with other securities registered hereunder.
(14)Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the
total filing fee due for this Registration Statement ($1,195,000) is offset
by a filing fee of $41,700 previously paid by Reynolds Metals Company
("Reynolds"), a 100% owned subsidiary of Alcoa Inc., under Registration
Statement No. 333-79563 on Form S-3 initially filed by Reynolds with the
Commission on May 28, 1999 and withdrawn on June 21, 2000. No securities
were issued under Registration Statement No. 333-79563.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED DECEMBER 10, 2001
PROSPECTUS
[LOGO] ALCOA
$5,000,000,000
Alcoa Inc.
Debt Securities
Preferred Stock
Common Stock
Warrants
Stock Purchase Contracts
Stock Purchase Units
Alcoa Trust I
Trust Preferred Securities Fully and Unconditionally Guaranteed by Alcoa Inc.
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Alcoa Inc. may sell from time to time in one or more offerings, together or
separately:
. senior debt securities
. subordinated debt securities
. preferred stock
. common stock
. warrants to purchase debt securities, preferred stock or common stock
. stock purchase contracts
. stock purchase units.
Alcoa Inc.'s common stock is listed on the New York Stock Exchange under the
symbol "AA."
Alcoa Trust I may sell trust preferred securities, fully and unconditionally
guaranteed on a subordinated basis
by Alcoa Inc.
The securities offered by Alcoa Inc. and Alcoa Trust I may be issued in one
or more series or issuances and their total offering price, in the aggregate,
will not exceed $5,000,000,000. We will provide the specific terms of any
securities we actually offer for sale in supplements to this prospectus. You
should read this prospectus and the supplements carefully before you decide to
invest in any of these securities.
The mailing address of the principal executive offices of Alcoa Inc. and
Alcoa Trust I is 201 Isabella Street, Pittsburgh, Pennsylvania 15212-5858. The
telephone number is (412) 553-4545.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
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The date of this Prospectus is .
TABLE OF CONTENTS
Page
----
About this Prospectus........................................... 3
Where You Can Find More Information............................. 3
Incorporation by Reference...................................... 4
Alcoa Inc....................................................... 5
Alcoa Trust I................................................... 6
Ratios of Earnings to Fixed Charges............................. 7
Use of Proceeds................................................. 7
Description of Senior Debt Securities........................... 8
Description of Subordinated Debt Securities..................... 22
Description of Preferred Stock.................................. 29
Description of Common Stock..................................... 33
Description of Warrants......................................... 35
Description of Stock Purchase Contracts and Stock Purchase Units 37
Description of Trust Preferred Securities and Trust Guarantee... 38
Plan of Distribution............................................ 42
Legal Matters................................................... 43
Independent Accountants......................................... 43
2
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that Alcoa and
the Alcoa Trust have filed with the SEC. By using a shelf registration
statement, we may sell, from time to time, in one or more offerings, any
combination of the securities described in this prospectus in a dollar amount
that does not exceed $5,000,000,000. For further information about Alcoa's
business, the Alcoa Trust and the securities, you should refer to the
registration statement and its exhibits. The exhibits to our registration
statement contain the full text of certain contracts and other important
documents we have summarized in this prospectus. Since these summaries may not
contain all the information that you may find important in deciding whether to
purchase the securities we may offer, you should review the full text of these
documents. The registration statement can be obtained from the SEC as indicated
under the heading "Where You Can Find More Information."
This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of
those securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information
described below under the heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and the prospectus supplement. We have not
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We
will not make an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information
appearing in this prospectus, as well as information we previously filed with
the SEC and incorporated by reference in this prospectus, is accurate only as
of the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that
date.
WHERE YOU CAN FIND MORE INFORMATION
Alcoa Inc. ("Alcoa" or "the Company") files annual, quarterly and current
reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Its SEC filings are available over the
Internet at the SEC's web site at http://www.sec.gov. You also may read and
copy any document it files with the SEC at the SEC's public reference room at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for more information on the public reference room and its
copy charges. Alcoa's common stock is listed and traded on the New York Stock
Exchange (the "NYSE"). You may also inspect the information it files with the
SEC at the NYSE's offices at 20 Broad Street, New York, New York 10005.
No separate financial statements of Alcoa Trust I (the "Alcoa Trust") have
been included or incorporated by reference. Neither the Alcoa Trust nor Alcoa
considers financial statements of the Alcoa Trust material to holders of the
trust preferred securities because:
. all of the voting securities of the Alcoa Trust will be owned, directly or
indirectly, by Alcoa, a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
. the Alcoa Trust has no independent operations and exists for the purpose
of issuing securities representing undivided beneficial interests in the
assets of the Alcoa Trust and investing the proceeds in the subordinated
debt securities issued by Alcoa; and
. the obligations of the Alcoa Trust under the trust preferred securities
issued by it will be fully and unconditionally guaranteed on a
subordinated basis by Alcoa to the extent described in this prospectus.
3
INCORPORATION BY REFERENCE
The SEC allows Alcoa to "incorporate by reference" the information in
documents it files with the SEC. This means that Alcoa can disclose important
information to you by referring you to those documents. Any information Alcoa
incorporates in this manner is considered part of this prospectus. Any
information Alcoa files with the SEC after the date of this prospectus will
automatically update and supersede the information contained or incorporated by
reference in this prospectus.
Alcoa incorporates by reference the following documents that it has filed
with the SEC:
. Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as
amended by Amendment No. 1 on Form 10-K/A filed on March 6, 2001;
. Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2001, June 30, 2001 and September 30, 2001; and
. Current Reports on Form 8-K filed on May 23, 2001, August 21, 2001,
November 19, 2001, November 28, 2001 and December 6, 2001.
Alcoa also incorporates by reference any future filings it will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this prospectus, but before the end of the offering of the securities made
by this prospectus.
You may request a copy of any filings referred to above (including any
exhibits that are specifically incorporated by reference), at no cost, by
contacting Alcoa at the following address or telephone number:
Alcoa Inc.
Attention: Treasurer
390 Park Avenue
New York, New York 10022-4608
Telephone: (212) 836-2600
4
ALCOA INC.
Alcoa is the world's leading producer of primary aluminum, fabricated
aluminum and alumina, and is active in all major aspects of the industry:
technology, mining, refining, smelting, fabricating and recycling. Alcoa serves
customers worldwide in the packaging, consumer, automotive and transportation,
aerospace, building and construction, industrial products and distribution
markets. Related businesses include packaging machinery, precision castings,
vinyl siding, plastic bottles and closures, fiber optic cables and electrical
distribution systems for cars and trucks.
Alcoa's operations consist of five worldwide segments: Alumina and
Chemicals, Primary Metals, Flat-Rolled Products, Engineered Products and
Packaging and Consumer. Alcoa businesses that are not reported to management as
part of one of these five segments are aggregated and reported as "Other."
Alumina and Chemicals--This segment's activities include the mining of
bauxite, which is then refined into alumina. Alumina is sold to internal and
external customers worldwide or processed into industrial chemical products.
The alumina assets of Reynolds Metals Company ("Reynolds") acquired in 2000
which were required to be and have been divested were not included in this
segment before divestiture.
Primary Metals--This segment consists of Alcoa's worldwide smelter system
and includes the smelting operations of Reynolds acquired in 2000. Primary
Metals receives alumina from the Alumina and Chemicals segment and produces
aluminum ingot to be used by Alcoa's fabricating businesses, as well as sold to
outside customers. Also included in this segment are revenues from the sale of
powder, excess power and results from internal hedging contracts.
Flat-Rolled Products--This segment's principal business is the production
and sale of aluminum plate, sheet and foil. This segment includes rigid
container sheet, which is used to produce aluminum beverage cans, and sheet and
plate used in the transportation and distributor markets.
Engineered Products--This segment consists of hard- and soft-alloy
extrusions, including architectural extrusions, super-alloy castings, steel and
aluminum fasteners, aluminum forgings and wheels. These products serve the
transportation, construction and distributor markets.
Packaging and Consumer--This segment includes the packaging and consumer
businesses of Reynolds acquired in 2000, as well as Alcoa's closures,
packaging, PET bottles and packaging machinery businesses. Before the
acquisition of Reynolds, Alcoa's closures, packaging, PET bottles and packaging
machinery businesses were included in the Other group.
Other--This group includes Alcoa Fujikura Ltd., which produces fiber-optic
cable, provides services for the telecommunications industry and produces
electrical components for the automotive industry; the residential building
products operations, Alcoa Building Products; and aluminum automotive
engineering and parts businesses. On April 20, 2001, Alcoa sold Thiokol
Propulsion, a producer of solid rocket propulsion systems, which had been
included in this group. On November 1, 2001, Alcoa announced it had completed a
merger of its metals distribution business, Reynolds Aluminum Supply Company
(known as RASCO), which had been included in this group, with BHP Billiton
Group's North America metals distribution business. Alcoa and BHP each own 50%
of the new, independently managed company called Integris Metals.
Alcoa has operating locations in 37 countries. The principal executive
offices of Alcoa are located at 201 Isabella Street, Pittsburgh, Pennsylvania
15212-5858 (telephone: (412) 553-4545).
5
ALCOA TRUST I
The Alcoa Trust is a statutory business trust formed under Delaware law
pursuant to:
. a Declaration of Trust (a "Declaration") executed by Alcoa, as sponsor for
the Alcoa Trust, and the trustees of the Alcoa Trust; and
. the filing of a certificate of trust with the Delaware Secretary of State.
Unless an accompanying prospectus supplement provides otherwise, the Alcoa
Trust exists for the sole purposes of:
. selling trust preferred securities and investing the proceeds in a
specific series of subordinated debt securities issued by Alcoa;
. issuing and selling common securities to Alcoa in exchange for cash and
investing the proceeds in additional subordinated debt securities issued
by Alcoa; and
. engaging in other activities that are necessary, convenient or incidental
to the sale of trust preferred and common securities or the purchase of
Alcoa debt securities.
The Alcoa Trust will not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets, or otherwise undertake, or
permit to be undertaken, any activity that would cause the Alcoa Trust not to
be classified for United States Federal income tax purposes as a grantor trust.
Alcoa will own all of the trust common securities issued by the Alcoa Trust.
The trust common securities will rank pari passu, and payments will be made
thereon pro rata, with the trust preferred securities, except that upon the
occurrence and continuance of an event of default under the Declaration, the
rights of the holders of the trust common securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the trust preferred securities. In
connection with the issuance of trust preferred securities by the Alcoa Trust,
Alcoa will acquire trust common securities having an aggregate liquidation
amount equal to a minimum of 3% of the total capital of the Alcoa Trust. The
Alcoa Trust will have a term of 40 years, but may terminate earlier as provided
in the Declaration.
The Alcoa Trust's business and affairs will be conducted by the trustees.
The holder of the trust common securities will be entitled to appoint, remove
or replace any of, or increase or reduce the number of, the trustees of the
Alcoa Trust. The duties and obligations of the trustees will be governed by the
Declaration of the Alcoa Trust. At least one of the trustees of the Alcoa Trust
will be a person who is an employee or officer of or who is affiliated with
Alcoa (a "Regular Trustee"). One trustee of the Alcoa Trust will be a financial
institution that is not affiliated with Alcoa, which will act as property
trustee and as indenture trustee for the purposes of the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pursuant to the terms set forth
in the applicable prospectus supplement (the "Property Trustee"). In addition,
unless the Property Trustee maintains a principal place of business in the
State of Delaware and otherwise meets the requirements of applicable law, one
trustee of the Alcoa Trust will be a legal entity having a principal place of
business in, or an individual resident of, the State of Delaware (the "Delaware
Trustee").
Alcoa will pay all fees and expenses related to the Alcoa Trust and the
offering of the trust preferred securities. Unless otherwise set forth in the
prospectus supplement, the Property Trustee will be The Chase Manhattan Bank,
and the Delaware Trustee will be Chase Manhattan Bank Delaware. The office of
the Delaware Trustee in the State of Delaware is 1201 Market Street,
Wilmington, Delaware 19801. The principal place of business of the Alcoa Trust
is c/o Alcoa Inc., 201 Isabella Street, Pittsburgh, Pennsylvania 15212-5858
(telephone: (412) 553-4545).
6
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of Alcoa's earnings to fixed
charges for the periods indicated:
Nine Months
Ended
September 30, Year Ended December 31,
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2001 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
6.0 6.5 8.1 7.0 9.2 7.1
The ratios include all earnings, before extraordinary items and the
cumulative effects of accounting changes, and fixed charges of Alcoa and its
majority owned subsidiaries. Earnings have been calculated by adding to net
income the provision for taxes on income, amortization of capitalized interest,
interest expense and an amount representative of the interest factor in
rentals, the distributed income of less than 50% owned entities, and have been
decreased by the undistributed earnings of entities less than 50% owned,
preferred stock dividend requirements of majority owned subsidiaries and the
minority interest share in the losses of majority owned subsidiaries without
fixed charges of Alcoa. Fixed charges consist of total interest expense,
amortization of debt expense, an amount representative of the interest factor
in rentals, capitalized interest and preferred stock dividend requirements of
majority owned subsidiaries.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, Alcoa will use the
net proceeds from the sale of the securities offered by it for general
corporate purposes, including repayment of borrowings (including borrowings
under Alcoa's commercial paper program), working capital, capital expenditures,
stock repurchase programs and acquisitions. Unless otherwise specified in a
prospectus supplement, the Alcoa Trust will use the net proceeds from the sale
of the trust preferred securities to purchase subordinated debt securities of
Alcoa.
7
DESCRIPTION OF SENIOR DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the senior debt securities Alcoa may offer from time to time in the future. The
particular terms of the senior debt securities and the extent, if any, to which
the following general provisions may apply to any series of senior debt
securities will be described in the related prospectus supplement.
Senior debt securities may be issued, from time to time, in one or more
series under an indenture, dated as of September 30, 1993, between Alcoa and
J.P. Morgan Trust Company, N.A. (formerly known as Chase Manhattan Trust
Company, N.A.) as successor trustee, or another trustee that is named in a
prospectus supplement. The indenture is filed with the SEC and incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part. The following summary of certain provisions of the indenture and the
senior debt securities is not meant to be complete. For more information, you
should refer to the full text of the indenture and the senior debt securities,
including the definitions of terms used and not defined in this prospectus or
the prospectus supplement.
General
The indenture does not limit the aggregate principal amount of senior debt
securities that Alcoa may issue. Unless otherwise specified in a prospectus
supplement, the senior debt securities:
. will be unsecured obligations of Alcoa;
. may be issued under the indenture from time to time in separate series up
to the aggregate amount from time to time authorized by Alcoa for each
series; and
. will rank on a parity with all other unsecured and unsubordinated
indebtedness of Alcoa.
A prospectus supplement will describe the following terms of any series of
senior debt securities Alcoa may offer:
. the title;
. any limit on the aggregate principal amount that Alcoa may issue;
. whether the senior debt securities are to be issuable as registered
securities or bearer securities or both, whether any of the senior debt
securities are to be issuable initially in temporary global form and
whether any of the senior debt securities are to be issuable in permanent
global form;
. the price(s), expressed as a percentage of aggregate principal amount, at
which the senior debt securities will be issued;
. the date(s) of maturity;
. any rate(s) of interest or the formula pursuant to which interest rate(s)
will be determined, and the date from which interest will accrue;
. the interest payment dates on which any interest on the senior debt
securities will be payable, the regular record date for any interest
payable on any senior debt securities which are registered securities on
any interest payment date and the extent to which, or the manner in which,
any interest payable on a temporary global senior debt security on an
interest payment date will be paid if other than in the manner described
under "Temporary Global Securities" below;
. the person to whom any interest on any registered security of the series
will be payable if other than the person in whose name the registered
security is registered at the close of business on the regular record date
for the interest as described under "Payment and Paying Agents" below, and
the manner in which any interest on any bearer security will be paid if
other than in the manner described under "Payment and Paying Agents" below;
. any mandatory or optional sinking fund or analogous provisions;
8
. each office or agency where, subject to the terms of the indenture as
described below under "Payment and Paying Agents," the principal of and
any premium and interest on the senior debt securities will be payable and
each office or agency where, subject to the terms of the indenture as
described below under "Form, Exchange, Registration and Transfer," the
senior debt securities may be presented for registration of transfer or
exchange;
. any date after which and the price(s) at which the senior debt securities
may, pursuant to any optional or mandatory redemption provisions, be
redeemed, in whole or in part, and the other detailed terms and provisions
of any optional or mandatory redemption provisions;
. the denominations in which any senior debt securities that are registered
securities will be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination or denominations in which
any senior debt securities that are bearer securities will be issuable, if
other than the denomination of $5,000;
. the currency, currencies or currency units of payment of principal of and
any premium and interest on the senior debt securities and the manner of
determining the U.S. dollar equivalent for purposes of determining
outstanding senior debt securities of the series;
. any index used to determine the amount of payments of principal of and any
premium and interest on the senior debt securities;
. the portion of the principal amount of the senior debt securities, if
other than the principal amount, payable upon acceleration of maturity;
. if other than the trustee, the person who will be the security registrar
of senior debt securities;
. whether the senior debt securities will be subject to defeasance or
covenant defeasance as described under "Defeasance and Covenant
Defeasance";
. any terms and conditions under which the senior debt securities of the
series are convertible into or exchangeable for other securities of Alcoa
or another issuer;
. whether the senior debt securities of the series will be issuable in whole
or in part in the form of one or more book-entry securities and, in such
case, the depository or depositories for such book-entry debt security or
book-entry securities and any circumstances other than those set forth in
the indenture in which any such book-entry security may be transferred to,
and registered and exchanged for senior debt securities registered in the
name of, a person other than the depository for such book-entry security
or a nominee thereof and in which any such transfer may be registered;
. any other terms of the senior debt securities not inconsistent with the
provisions of the indenture (Section 301); and
. any special provisions for the payment of additional amounts with respect
to the senior debt securities.
Senior debt securities may be issued at a substantial discount below their
stated principal amount. Certain United States Federal income tax
considerations applicable to senior debt securities issued at a discount and to
senior debt securities that are denominated in a currency other than United
States dollars will be described in the applicable prospectus supplement.
Senior debt securities may also be issued under the indenture upon the
exercise of warrants, in connection with a stock purchase contract or as part
of a stock purchase unit. See "Description of Warrants" and "Description of
Stock Purchase Contracts and Stock Purchase Units."
Form, Exchange, Registration and Transfer
Senior debt securities may be issued in registered form or bearer form or
both, as specified in the terms of the series. Unless otherwise indicated in an
applicable prospectus supplement, definitive bearer securities will
9
have interest coupons attached. (Section 201) Senior debt securities of a
series may also be issuable in temporary and permanent global form. (Section
201) See "Permanent Global Securities."
In connection with its sale during the restricted period (as defined in
United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), no bearer
security, including a senior debt security in permanent global form, may be
mailed or otherwise delivered to any location in the United States or its
possessions. No bearer security other than a temporary global bearer security
may be delivered, nor may interest be paid on any bearer security unless the
person entitled to receive the bearer security or interest furnishes written
certification, in the form required by the indenture, to the effect that such
person:
. is not a United States person;
. is a foreign branch of a United States financial institution purchasing
for its own account or for resale, or is a United States person who
acquired the senior debt security through such a financial institution and
who holds the senior debt security through such financial institution on
the date of certification. In either of such cases, such financial
institution must provide a certificate to Alcoa or the distributor selling
the senior debt security to it stating that it agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the United States Treasury Regulations
thereunder; or
. is a financial institution holding for purposes of resale during the
restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)).
A financial institution holding for purposes of resale during the restricted
period, whether or not also satisfying the other two prongs of the above
sentence, must certify that it has not acquired the senior debt security for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions. In the case of a bearer
security in permanent global form, such certification must be given in
connection with notation of a beneficial owner's interest therein. (Section
303) See "Temporary Global Securities."
Senior debt securities may be presented for exchange as follows:
. Registered securities will be exchangeable for other registered securities
of the same series.
. If senior debt securities have been issued as both registered securities
and bearer securities, subject to certain conditions, holders may exchange
bearer securities for registered securities of the same series of any
authorized denominations and of a like aggregate principal amount and
tenor.
. Bearer securities surrendered in exchange for registered securities
between a regular record date or a special record date and the relevant
date for payment of interest must be surrendered without the coupon
relating to such date for payment of interest and interest will not be
payable in respect of the registered security issued in exchange for such
bearer security, but will be payable only to the holder of such coupon
when due in accordance with the terms of the indenture.
. Bearer securities will not be issued in exchange for registered
securities.
. Each bearer security other than a temporary global bearer security will
bear a legend substantially to the following effect: "Any United States
Person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in
Sections 165(j) and 1287(a) of the Internal Revenue Code."
Registered securities may be presented for registration of transfer, with
the form of transfer endorsed thereon duly executed, if so required by Alcoa or
the trustee or any transfer agent, at the office of the security registrar or
at the office of any transfer agent designated by Alcoa for that purpose with
respect to any series of senior debt securities and referred to in the
applicable prospectus supplement, without service charge and upon payment of
any taxes and other governmental charges as described in the indenture. Any
transfer or exchange
10
will be effected once the security registrar or transfer agent, as the case may
be, is satisfied with the documents of title and identity of the person making
the request. (Section 305)
If a prospectus supplement refers to any transfer agents, in addition to the
security registrar, initially designated by Alcoa with respect to any series of
senior debt securities, Alcoa may at any time rescind the designation of any
additional transfer agent or approve a change in the location through which any
transfer agent acts. If senior debt securities of a series are issuable solely
as registered securities, Alcoa will be required to maintain a transfer agent
in each place of payment for the series. If senior debt securities of a series
are issuable as bearer securities, Alcoa will be required to maintain, in
addition to the security registrar, a transfer agent in a place of payment for
the series located outside the United States. Alcoa may at any time designate
additional transfer agents with respect to any series of senior debt
securities. (Section 1002)
If debt securities of a series are redeemed in part, Alcoa will not be
required to:
. issue, register the transfer of or exchange senior debt securities of the
series during a period beginning at the opening of business 15 days before
any selection of senior debt securities of that series to be redeemed and
ending at the close of business on:
. if senior debt securities of the series are issuable only as
registered securities, the day of mailing of the relevant notice of
redemption, and
. if senior debt securities of the series are issuable as bearer
securities, the day of the first publication of the relevant notice of
redemption or, if senior debt securities of the series are also
issuable as registered securities and there is no publication, the
mailing of the relevant notice of redemption;
. register the transfer of or exchange any registered security, or portion
thereof, called for redemption, except the unredeemed portion of any
registered security being redeemed in part; or
. exchange any bearer security called for redemption, except to exchange
such bearer security for a registered security of that series and like
tenor which is immediately surrendered for redemption. (Section 305)
Payment and Paying Agents
Unless otherwise indicated in an applicable prospectus supplement, payment
of principal of and any premium and interest on registered securities will be
made at the office of the paying agent(s) designated by Alcoa from time to
time. At the option of Alcoa, payment of any interest may instead be made by
check mailed to the address of the person entitled thereto as such address
appears in the security register. Unless otherwise indicated in an applicable
prospectus supplement, payment of any installment of interest on registered
securities will be made to the person in whose name the registered security is
registered at the close of business on the regular record date for that
interest. (Section 307)
Unless otherwise indicated in an applicable prospectus supplement, payment
of principal of and any premium and interest on bearer securities will be
payable, subject to any applicable laws and regulations, at the offices of
paying agents outside the United States as Alcoa may designate from time to
time by check or by transfer, at the option of the holder, to an account
maintained by the payee with a bank located outside the United States. Unless
otherwise indicated in an applicable prospectus supplement, payment of interest
on bearer securities on any interest payment date will be made only against
surrender outside the United States, to the paying agent, of the coupon
relating to that interest payment date. (Section 1001) No payment with respect
to any bearer security will be made at any office or agency of Alcoa in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal of and any premium and
interest on bearer securities denominated and payable in U.S. dollars will be
made at the office of Alcoa's paying agent in the Borough of Manhattan, the
City of New York, if, but only if, payment of the full amount thereof in U.S.
dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Section 1002)
11
Unless otherwise indicated in an applicable prospectus supplement, the
corporate trust office of the trustee in Pittsburgh, Pennsylvania will be
designated as a paying agent for Alcoa for payments with respect to senior debt
securities which are issuable solely as registered securities. Alcoa will
maintain a paying agent outside of the United States for payments with respect
to senior debt securities, subject to the limitations described above on bearer
securities, which are issuable solely as bearer securities, or as both
registered securities and bearer securities. Any paying agents outside the
United States and any other paying agents in the United States initially
designated by Alcoa for the senior debt securities will be named in an
applicable prospectus supplement. Alcoa may at any time designate additional
paying agents or rescind the designation of any paying agent or approve a
change in the office through which any paying agent acts. If senior debt
securities of a series are issuable solely as registered securities, Alcoa will
be required to maintain a paying agent in each place of payment for the series.
If senior debt securities of a series are issuable as bearer securities, Alcoa
will be required to maintain:
. a paying agent in the Borough of Manhattan, the City of New York, for
payments with respect to any registered securities of the series and for
payments with respect to bearer securities of the series in the
circumstances described above, but not otherwise; and
. a paying agent in a place of payment located outside the United States
where senior debt securities of the series and any coupons appertaining
thereto may be presented and surrendered for payment. If the senior debt
securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange so requires, Alcoa will maintain a paying agent in London or
Luxembourg or any other required city located outside the United States,
as the case may be, for the senior debt securities of such series.
(Section 1002)
All moneys paid by Alcoa to a paying agent for the payment of principal of
and any premium or interest on any senior debt security which remain unclaimed
at the end of two years after such principal, premium or interest becomes due
and payable will be repaid to Alcoa. Thereafter, the holder of any such senior
debt security or any coupon may look only to Alcoa for payment. (Section 1003)
Book-Entry Securities
The senior debt securities of a series may be issued in the form of one or
more registered securities that will be registered in the name of a depository
or its nominee and bear a legend as specified in the indenture. These senior
debt securities will be known as book-entry securities. Unless otherwise
indicated in the applicable prospectus supplement, a book-entry security may
not be registered for transfer or exchange to any person other than the
depository or its nominee unless:
. the depository notifies Alcoa that it is unwilling to continue as
depository or ceases to be a clearing agency registered under the Exchange
Act;
. Alcoa executes and delivers to the trustee a company order that the
transfer or exchange of the book-entry security will be registrable; or
. there has occurred and is continuing an event of default, or an event that
after notice or lapse of time, or both, would be an event of default, with
respect to the senior debt securities evidenced by the book-entry
security.
Upon the occurrence of any of the conditions specified above or other
conditions as may be specified as contemplated by the indenture, the book-entry
security may be exchanged for senior debt securities of the series registered
in the names of, and the transfer of the book-entry security may be registered
to, such persons, including persons other than the depository with respect to
such series and its nominees, as the depository may direct.
The specific terms of the depositary arrangement with respect to any portion
of a series of registered book-entry securities to be represented by a
book-entry security will be described in the applicable prospectus supplement.
Alcoa expects that the following provisions will apply to depositary
arrangements.
12
Unless otherwise specified in the applicable prospectus supplement, senior
debt securities that are to be represented by a book-entry security to be
deposited with or on behalf of a depository will be represented by a book-entry
security registered in the name of the depository or its nominee. Upon the
issuance of a book-entry security, and the deposit of the book-entry security
with or on behalf of the depository, the depository will credit, on its
book-entry registration and transfer system, the respective principal amounts
of the senior debt securities represented by the book-entry security to the
accounts of institutions that have accounts with the depository or its nominee.
The accounts to be credited will be designated by the underwriters or agents of
the senior debt securities or by Alcoa if the senior debt securities are
offered and sold directly by Alcoa. Ownership of beneficial interests in a
book-entry security will be limited to the institutions that have accounts with
the depository or persons that may hold interests through the institutions.
Ownership of beneficial interests by the institutions in the book-entry
security will be shown on, and the transfer of that ownership interest will be
effected only through, records maintained by the depository or its nominee for
the book-entry security. Ownership of beneficial interests in the book-entry
security by persons that hold through the institutions will be shown on, and
the transfer of that ownership interest within the institution will be effected
only through, records maintained by that institution. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of securities in certificated form. The foregoing limitations and such
laws may impair the ability to transfer beneficial interests in book-entry
securities.
So long as the depository for a book-entry security, or its nominee, is the
registered owner of that book-entry security, the depository or nominee, as the
case may be, will be considered the sole owner or holder of the senior debt
securities represented by the book-entry security for all purposes under the
indenture. Unless otherwise specified in the applicable prospectus supplement,
owners of beneficial interests in a book-entry security:
. will not be entitled to have senior debt securities of the series
registered in their names;
. will not receive or be entitled to receive physical delivery of senior
debt securities in certificated form; and
. will not be considered the holders of debt securities for any purposes
under the indenture. (Sections 204 and 305)
Accordingly, each person owning a beneficial interest in a book-entry security
must rely on the procedures of the depository and, if such person does not have
an account with the depository, on the procedures of the institution through
which such person owns its interest, to exercise any rights of a holder under
the indenture. The indenture provides that the depository may grant proxies and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action that a holder
is entitled to give or take under the indenture. (Section 104) Alcoa
understands that under existing industry practices, if Alcoa requests any
action of holders, or if an owner of a beneficial interest in such book-entry
security desires to give any notice or take any action a holder is entitled to
give or take under the indenture, the depository would authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such
notice or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
Temporary Global Securities
If so specified in an applicable prospectus supplement, all or any portion
of the senior debt securities of a series that are issuable as bearer
securities may initially be represented by one or more temporary global senior
debt securities, without interest coupons, to be deposited with a common
depositary in London for the Euroclear System ("Euroclear") and Clearstream
Luxembourg for credit to the designated accounts. On and after the date
determined as provided in any temporary global senior debt security and
described in an applicable prospectus supplement, each temporary global senior
debt security will be exchanged for an interest in a permanent global
13
bearer security as specified in an applicable prospectus supplement, but,
unless otherwise specified in an applicable prospectus supplement, only upon
receipt of:
. written certification from Euroclear or Clearstream Luxembourg, as the
case may be, in the form and to the effect required by the indenture (a
"Depository Tax Certification"); and
. written certification by Euroclear or Clearstream Luxembourg from the
person entitled to receive such senior debt securities in the form and to
the effect described under "Form, Exchange, Registration and Transfer."
No definitive bearer security, including a senior debt security in permanent
global form that is either a bearer security or exchangeable for bearer
securities, delivered in exchange for a portion of a temporary or permanent
global senior debt security may be mailed or otherwise delivered to any
location in the United States in connection with such exchange. (Section 304)
Unless otherwise specified in an applicable prospectus supplement, interest
in respect of any portion of a temporary global senior debt security payable in
respect of an interest payment date occurring before the issuance of securities
in permanent global form will be paid to each of Euroclear and Clearstream
Luxembourg with respect to the portion of the temporary global senior debt
security held for its account following the receipt by Alcoa or its agent of a
Depository Tax Certification. Each of Euroclear and Clearstream Luxembourg will
undertake in such circumstances to credit such interest received by it in
respect of a temporary global senior debt security to the respective accounts
for which it holds such temporary global senior debt security only upon receipt
in each case of certification in the form and to the effect described under
"Form, Exchange, Registration and Transfer" with respect to the portion of such
temporary global senior debt security on which such interest is to be so
credited. Receipt of the certification described in the preceding sentence by
Euroclear or Clearstream Luxembourg, as the case may be, will constitute
irrevocable instructions to Euroclear or Clearstream Luxembourg to exchange
such portion of the temporary global senior debt security with respect to which
such certification was received for an interest in a permanent global senior
debt security.
Permanent Global Securities
If any senior debt securities of a series are issuable in permanent global
form, the applicable prospectus supplement will describe any circumstances
under which beneficial owners of interests in any such permanent global senior
debt security may exchange their interests for senior debt securities of the
series and of like tenor and principal amount in any authorized form and
denomination. No bearer security delivered in exchange for a portion of a
permanent global senior debt security may be mailed or otherwise delivered to
any location in the United States in connection with the exchange. (Section
305)
A person having a beneficial interest in a permanent global senior debt
security will, except with respect to payment of principal of and any premium
and interest on the permanent global senior debt security, be treated as a
holder of the principal amount of outstanding senior debt securities
represented by the permanent global senior debt security as is specified in a
written statement of:
. the holder of the permanent global senior debt security, or
. in the case of a permanent global senior debt security in bearer form, the
operator of Euroclear or Clearstream Luxembourg,
which is produced to the trustee by such person. (Section 203) Principal of and
any premium and interest on a permanent global senior debt security will be
payable in the manner described in the applicable prospectus supplement.
14
Certain Limitations
The indenture contains the covenants and limitations summarized below. These
covenants and limitations will be applicable, unless waived or amended, so long
as any of the senior debt securities are outstanding, unless stated otherwise
in the prospectus supplement.
Liens. Alcoa covenants that it will not create, incur, assume or guarantee,
and will not permit any Restricted Subsidiary to create, incur, assume or
guarantee, any indebtedness for borrowed money secured by a mortgage, security
interest, pledge, charge or similar encumbrance ("mortgages") upon any
Principal Property of Alcoa or any Restricted Subsidiary or upon any shares of
stock or indebtedness of any Restricted Subsidiary without equally and ratably
securing the senior debt securities. The foregoing restriction, however, will
not apply to:
. mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Restricted Subsidiary;
. mortgages on property existing at the time of acquisition of such property
by Alcoa or a Restricted Subsidiary or mortgages to secure the payment of
all or any part of the purchase price of such property upon the
acquisition or to secure any indebtedness incurred before, at the time of,
or within 180 days after, the acquisition of such property for the purpose
of financing all or any part of the purchase price thereof, or mortgages
to secure the cost of improvements to such acquired property;
. mortgages to secure indebtedness of a Restricted Subsidiary to Alcoa or
another Restricted Subsidiary;
. mortgages existing at the date of the indenture;
. mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with Alcoa or a Restricted
Subsidiary or at the time of a sale, lease, or other disposition of the
properties of a corporation as an entirety or substantially as an entirety
to Alcoa or a Restricted Subsidiary;
. certain mortgages in favor of governmental entities; or
. extensions, renewals or replacements of any mortgage referred to in the
above listed exceptions. (Section 1009)
Notwithstanding the restrictions outlined in the preceding paragraph, Alcoa
or any Restricted Subsidiary will be permitted to create, incur, assume or
guarantee any indebtedness secured by a mortgage without equally and ratably
securing the senior debt securities, if after giving effect thereto, the
aggregate amount of all indebtedness so secured by mortgages, not including
mortgages permitted under the listed exceptions above, does not exceed 10% of
Consolidated Net Tangible Assets. (Section 1009)
Sale and Leaseback Arrangements. Alcoa covenants that it will not, nor will
it permit any Restricted Subsidiary to, enter into any arrangement with any
person providing for the leasing to Alcoa or any Restricted Subsidiary of
Principal Property, where such Principal Property has been or is to be sold or
transferred by Alcoa or such Restricted Subsidiary to such person, unless
either:
. Alcoa or such Restricted Subsidiary would be entitled to create, incur,
assume or guarantee indebtedness secured by a mortgage on such Principal
Property at least equal in amount to the Attributable Debt with respect to
such arrangement, without equally and ratably securing the senior debt
securities pursuant to the limitation in the indenture on liens; or
. Alcoa applies an amount equal to the greater of the net proceeds of such
sale or the Attributable Debt with respect to such arrangement to the
retirement of indebtedness that matures more than twelve months after the
creation of such indebtedness.
15
This restriction on sale and leaseback transactions does not apply to any
transaction:
. involving a lease for a term of not more than three years; or
. between Alcoa and a Restricted Subsidiary or between Restricted
Subsidiaries. (Section 1010)
Highly leveraged transactions. The indenture does not contain provisions
that would afford protection to the holders of the senior debt securities in
the event of a highly leveraged transaction involving Alcoa.
Certain Definitions
The following are definitions of capitalized words used in this summary.
These and other definitions are set forth in their entirety in the indenture.
"Attributable Debt" when used in connection with a sale and leaseback
transaction referred to above means, at the time of determination, the lesser
of:
. the fair value of such property as determined by Alcoa's board of
directors; or
. the present value, discounted at the annual rate of 9%, compounded
semi-annually, of the obligation of the lessee for net rental payments
during the remaining term of the lease, including any period for which
such lease has been extended.
"Bearer Security" means any senior debt security established under the
indenture that is payable to bearer.
"Book-entry security" means a registered security bearing the legend
specified in Section 204 of the indenture, evidencing all or part of a series
of senior debt securities, issued to the depository for such series or its
nominee, and registered in the name of such depository or nominee. Book-entry
securities will not be deemed to be securities in global form for purposes of
Sections 201 and 203 and Article Three of the indenture.
"Common Stock" includes any stock of any class of Alcoa that has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of Alcoa and
which is not subject to redemption by Alcoa. However, subject to the provisions
of Section 1511 of the indenture, shares issuable on conversion of senior debt
securities will include only shares of the class designated as common stock of
Alcoa at September 30, 1993 or shares of any class or classes resulting from
any reclassification or reclassifications thereof and which have no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of Alcoa and which are not
subject to redemption by Alcoa. If at any time there is more than one such
resulting class, the shares of each such class then so issuable will be
substantially in the proportion that the total number of shares of each such
class resulting from all such reclassifications bears to the total number of
shares of all such classes resulting from all such reclassifications.
"Consolidated Net Tangible Assets" means, as of any particular time, the
aggregate amount of assets, less applicable reserves and other properly
deductible items, adjusted for inventories on the basis of cost, before
application of the "last-in first-out" method of determining cost, or current
market value, whichever is lower, and deducting therefrom:
. all current liabilities except for:
. notes and loans payable,
. current maturities of long-term debt, and
. current maturities of obligations under capital leases; and
. all goodwill, tradenames, patents, unamortized debt discount and expenses,
to the extent included in such aggregate amount of assets, and other like
intangibles, all as set forth on the most recent consolidated balance
sheet of Alcoa and its consolidated Subsidiaries and computed in
accordance with generally accepted accounting principles.
16
"Principal Property" means any manufacturing plant or manufacturing facility
that is:
. owned by Alcoa or any Restricted Subsidiary; and
. located within the continental United States of America.
However, any plant that, in the opinion of Alcoa's board of directors, is not
of material importance to the total business conducted by Alcoa and the
Restricted Subsidiaries taken as a whole will not constitute a Principal
Property.
"Restricted Subsidiary" means any Subsidiary substantially all the property
of which is located within the continental United States, but excluding any
Subsidiary that:
. is principally engaged in leasing or in financing receivables, or
. is principally engaged in financing Alcoa's operations outside the
continental United States, or
. principally serves as a partner in a partnership.
"Subsidiary" means any corporation of which at least a majority of the
outstanding stock having the voting power to elect a majority of the board of
directors of such corporation as at the time is owned, directly or indirectly,
by Alcoa or by one or more Subsidiaries, or by Alcoa and one or more
Subsidiaries.
Events of Default
Unless otherwise provided in the applicable prospectus supplement, the
following are events of default under the indenture with respect to senior debt
securities:
(a)failure to pay any interest when due, and this failure continues for 30
days;
(b)failure to pay any principal or premium when due;
(c)failure to deposit any sinking fund payment when due and this failure
continues for 30 days;
(d)failure to perform any other covenant of Alcoa in the indenture (other
than a covenant included in the indenture solely for the benefit of a
series of senior debt securities other than that series), and this
failure continues for 90 days after written notice as provided in the
indenture;
(e)default resulting in acceleration of any indebtedness for money borrowed
by Alcoa under the terms of the instrument(s) under which such
indebtedness is issued or secured if such acceleration is not rescinded
or annulled within 10 days after written notice as provided in the
indenture, provided that, the resulting event of default under the
indenture will be cured or waived if such other default is cured or
waived;
(f)certain events in bankruptcy, insolvency or reorganization involving
Alcoa; and
(g)any other event of default provided with respect to senior debt
securities of a series. (Section 501)
If an event of default with respect to senior debt securities occurs and is
continuing, either the trustee or the holders of at least 25% in aggregate
principal amount of the outstanding senior debt securities of that series by
notice as provided in the indenture may declare the principal amount (or, if
the senior debt securities of that series are original issue discount
securities, such portion of the principal amount as may be specified in the
terms of that series) of all the senior debt securities of that series to be
due and payable immediately. At any time after a declaration of acceleration
with respect to senior debt securities of any series has been made, but before
a judgment or decree for payment of money has been obtained by the trustee, the
holders of a majority in aggregate principal amount of the outstanding senior
debt securities of that series may, under certain circumstances, rescind and
annul such acceleration. (Section 502)
Subject to the duty of the trustee during default to act with the required
standard of care, the trustee will be under no obligation to exercise any of
its rights or powers under the indenture at the request or direction of
17
any of the holders, unless such holders have offered to the trustee reasonable
indemnity. (Sections 601 and 603) The holders of a majority in aggregate
principal amount of the outstanding senior debt securities of any series will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
power conferred on the trustee, with respect to the senior debt securities of
that series. (Section 512)
Conversion and Exchange Rights
The senior debt securities of any series may be convertible into or
exchangeable for other securities of Alcoa or another issuer on the terms and
subject to the conditions set forth in the applicable prospectus supplement.
Defeasance and Covenant Defeasance
Unless otherwise indicated in the applicable prospectus supplement with
respect to the senior debt securities of a series, Alcoa, at its option:
(a)will be discharged from any and all obligations in respect of the senior
debt securities of that series, except for certain obligations to:
. issue temporary senior debt securities pending preparation of
definitive senior debt securities,
. register the transfer or exchange of senior debt securities of such
series,
. replace stolen, lost or mutilated senior debt securities of such
series, and
. maintain paying agents and hold moneys for payment in trust,
or
(b)need not comply with the covenants that are set forth under "Certain
Limitations" and "Consolidation, Merger and Sale of Assets," and the
occurrence of an event described under clause (d) of "Events of Default"
with respect to any defeased covenant and clauses (e) and (g) of "Events
of Default" will no longer be events of default,
if, in each case, Alcoa irrevocably deposits with the trustee, in trust, money
and/or U.S. government obligations that through the scheduled payment of
interest thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay all the principal of and any
premium and interest on the senior debt securities of such series on the dates
such payments are due, which may include one or more redemption dates
designated by Alcoa, in accordance with the terms of the indenture and the
senior debt securities. (Sections 1301, 1302, 1303 and 1304) The trust may only
be established if, among other things:
. no event of default, or event that with the giving of notice or lapse of
time, or both, would become an event of default, under the indenture has
occurred and is continuing on the date of such deposit, and no event of
default, or event that with the giving of notice or lapse of time, or
both, would become an event of default, under clause (f) of "Events of
Default" has occurred and is continuing at any time during the period
ending on the 91st day following such date of deposit, and
. Alcoa has delivered an opinion of counsel based, in the event of a
defeasance of the type described in clause (a) above, upon a ruling from
the Internal Revenue Service or a change in applicable Federal income tax
law from the date of the indenture, to the effect that the holders of the
senior debt securities will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit or defeasance and will be
subject to Federal income tax in the same manner as if such defeasance had
not occurred. (Section 1304)
If Alcoa omits to comply with its remaining obligations under the indenture
after a defeasance of the indenture with respect to the senior debt securities
of any series as described under clause (b) above and the senior debt
18
securities of such series are declared due and payable because of the
occurrence of any undefeased event of default, the amount of money and/or U.S.
government obligations on deposit with the trustee may be insufficient to pay
amounts due on the senior debt securities of such series at the time of the
acceleration resulting from such event of default. However, Alcoa will remain
liable in respect of such payments.
Meetings, Modification and Waiver
Alcoa and the trustee may make modifications and amendments of the indenture
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the outstanding senior debt securities of each series affected by the
modification or amendment. However, Alcoa and the trustee may not make any of
the following modifications or amendments without the consent of the holder of
each outstanding senior debt security affected:
. change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any senior debt security;
. reduce the principal amount of, or premium or interest on, any senior debt
security;
. change any obligation of Alcoa to pay additional amounts;
. reduce the amount of principal of an original issue discount security
payable upon acceleration of the maturity thereof;
. change the coin or currency in which any senior debt security or any
premium or interest thereon is payable;
. impair the right to institute suit for the enforcement of any payment on
or with respect to any senior debt security;
. reduce the percentage in principal amount of outstanding senior debt
securities of any series, the consent of whose holders is required for
modification or amendment of the indenture or for waiver of compliance
with certain provisions of such indenture or for waiver of certain
defaults;
. reduce the requirements contained in the indenture for quorum or voting;
. change any obligation of Alcoa to maintain an office or agency in the
places and for the purposes required by the indenture; or
. modify any of the above provisions. (Section 902)
The holders of at least 66 2/3% of the outstanding senior debt securities of
a series may waive compliance by Alcoa with certain restrictive provisions of
the indenture. (Section 1012) The holders of not less than a majority in
aggregate principal amount of the outstanding senior debt securities of each
series may, on behalf of all holders of senior debt securities of that series
and any coupons appertaining thereto, waive any past default under the
indenture with respect to senior debt securities of that series, except a
default:
. in the payment of principal of, or any premium or interest on, any senior
debt security of the series; and
. in respect of a covenant or provision of the indenture that cannot be
modified or amended without the consent of the holder of each outstanding
senior debt security of the series affected. (Section 513)
In determining whether the holders of the requisite principal amount of the
outstanding senior debt securities have given any request, demand,
authorization, direction, notice, consent or waiver thereunder or are present
at a meeting of holders of senior debt securities for quorum purposes:
. the principal amount of an original issue discount security that will be
deemed to be outstanding will be the amount of its principal that would be
due and payable as of the date of such determination upon acceleration of
its maturity;
19
. the principal amount of a senior debt security denominated in a foreign
currency or currencies will be the U.S. dollar equivalent, determined on
the date of original issuance of that security, of the principal amount of
the senior debt security (or, in the case of an original issue discount
security, the U.S. dollar equivalent, determined on the date of original
issuance of the senior debt security, of the amount determined as provided
above); and
. senior debt securities owned by Alcoa or an affiliate of Alcoa will not be
deemed outstanding. (Section 101)
The indenture contains provisions for convening meetings of the holders of
senior debt securities of a series if senior debt securities of that series are
issuable as bearer securities. (Section 1401) A meeting may be called at any
time by the trustee, and also, upon request, by Alcoa or the holders of at
least 10% in principal amount of the outstanding senior debt securities of a
series, in any case upon notice given in accordance with "Notices" below.
(Section 1402) To be entitled to vote at any meeting of holders of senior debt
securities of any series, a person must be:
. a holder of one or more outstanding senior debt securities of the series;
or
. a person appointed by an instrument in writing as proxy of a holder,
including proxies given to beneficial owners of book-entry securities by
the depository or its nominee. (Section 1403)
Except for any consent that must be given by the holder of each outstanding
senior debt security affected thereby, as described above,
. any resolution presented at a meeting or adjourned meeting at which a
quorum is present may be adopted by the affirmative vote of the holders of
a majority in principal amount of the outstanding senior debt securities
of that series;
. any resolution with respect to any consent or waiver that may be given by
the holders of not less than 66 2/3% in principal amount of the
outstanding senior debt securities of a series may be adopted at a meeting
or an adjourned meeting at which a quorum is present only by the
affirmative vote of 66 2/3% in principal amount of the outstanding senior
debt securities of that series; and
. any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action that may be made, given
or taken by the holders of a specified percentage, which is less than a
majority, in principal amount of outstanding senior debt securities of a
series may be adopted at a meeting or adjourned meeting duly reconvened at
which a quorum is present by the affirmative vote of the holders of such
specified percentage in principal amount of the outstanding senior debt
securities of that series.
Any resolution passed or decision taken at any meeting of holders of senior
debt securities of any series duly held in accordance with the indenture will
be binding on all holders of senior debt securities of that series and the
related coupons.
The quorum at any meeting called to adopt a resolution, and at any
reconvened meeting, will be persons holding or representing a majority in
principal amount of the outstanding senior debt securities of a series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver that may be given by the holders of not less
than 66 2/3% in principal amount of the outstanding senior debt securities of a
series, the persons holding or representing 66 2/3% in principal amount of the
outstanding senior debt securities of such series will constitute a quorum.
(Section 1404)
Consolidation, Merger and Sale of Assets
Alcoa may, without the consent of the holders of any of the outstanding
senior debt securities under the indenture, consolidate or merge with or into,
or transfer or lease its assets substantially as an entirety to, any person
that is a corporation, partnership or trust organized and validly existing
under the laws of any domestic
20
jurisdiction, or may permit any such person to consolidate with or merge into
Alcoa or convey, transfer or lease its properties and assets substantially as
an entirety to Alcoa, provided that:
. any successor person assumes Alcoa's obligations on the senior debt
securities and under the indenture;
. after giving effect to the transaction, no event of default, and no event
that, after notice or lapse of time, would become an event of default, has
occurred and is continuing; and
. certain other conditions are met. (Section 801)
Notices
Except as otherwise provided in the indenture, notices to holders of bearer
securities will be given by publication at least twice in a daily newspaper in
the City of New York and in such other city or cities as may be specified in
such senior debt securities and described in the applicable prospectus
supplement. Notices to holders of registered securities will be given by mail
to the addresses of such holders as they appear in the security register.
(Sections 101 and 106)
Title
Title to any bearer securities and any coupons will pass by delivery. Alcoa,
the trustee and any agent of Alcoa or the trustee may treat the bearer of any
bearer security and the bearer of any coupon and the registered owner of any
registered security as the absolute owner thereof, whether or not the senior
debt security or coupon is overdue and notwithstanding any notice to the
contrary, for the purpose of making payment and for all other purposes.
(Section 308)
Replacement of Securities and Coupons
Alcoa will replace any mutilated senior debt security or a senior debt
security with a mutilated coupon at the expense of the holder upon surrender of
the senior debt security to the security registrar.
Alcoa will replace senior debt securities or coupons that become destroyed,
stolen or lost at the expense of the holder upon delivery to the trustee of the
senior debt security and coupons or evidence of the destruction, loss or theft
thereof satisfactory to Alcoa and the trustee. If any coupon becomes destroyed,
stolen or lost, that coupon will be replaced by issuance of a new senior debt
security in exchange for the senior debt security to which that coupon is
attached. In the case of a destroyed, lost or stolen senior debt security or
coupon, an indemnity satisfactory to the trustee and Alcoa may be required at
the expense of the holder of such senior debt security or coupon before a
replacement senior debt security will be issued. (Section 306)
Governing Law
The indenture, the senior debt securities and the coupons will be governed
by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania, except to the extent that the Trust Indenture Act applies.
(Section 113)
Regarding the Trustee
J.P. Morgan Trust Company, N.A. is the trustee under the indenture. Alcoa
and certain of its subsidiaries maintain deposit accounts and conduct other
banking transactions, including borrowings in the ordinary course of business,
with J.P. Morgan Trust Company, N.A. or its affiliates.
21
DESCRIPTION OF SUBORDINATED DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the subordinated debt securities that Alcoa may offer. The particular terms of
the subordinated debt securities and the extent, if any, to which the general
provisions may apply to the subordinated debt securities will be described in
the related prospectus supplement.
The subordinated debt securities may be issued under an indenture between
Alcoa and J.P. Morgan Trust Company, N.A., as trustee, or such other trustee
that is named in a prospectus supplement. The form of the indenture has been
filed with the SEC as an exhibit to the registration statement of which this
prospectus is a part. The following summary of certain provisions of the
indenture and the subordinated debt securities is not meant to be complete. For
more information, you should refer to the full text of the indenture and the
subordinated debt securities, including the definitions of terms used and not
defined in this prospectus or the related prospectus supplement.
General
The subordinated debt securities will be unsecured and will rank junior and
be subordinate in right of payment to all Senior Debt (as defined below) of
Alcoa. The indenture does not limit the incurrence or issuance of other secured
or unsecured debt of Alcoa, whether under the indenture or any existing or
other indenture that Alcoa may enter into in the future or otherwise. See
"Subordination."
The subordinated debt securities will not be subject to any sinking fund
provision.
A prospectus supplement will describe the following terms of the
subordinated debt securities Alcoa may offer:
. the specific designation, aggregate principal amount and purchase price;
. any limit on the aggregate principal amount;
. the date(s) on which the principal is payable and any right to extend such
date(s);
. any rate(s) at which the subordinated debt securities will bear interest
or the method of calculating any interest rate(s);
. the date(s) from which interest will accrue, the interest payment dates on
which interest will be payable or the manner of determination of interest
payment dates and the record dates for the determination of holders to
whom interest is payable on any interest payment dates;
. any right to defer payments of interest by extending the interest payment
periods and the duration of such extensions;
. the period(s) within which, the price(s) at which, and the terms and
conditions upon which, the subordinated debt securities may be redeemed,
in whole or in part, at the option of Alcoa;
. any obligation of Alcoa to redeem or purchase the subordinated debt
securities at the option of the holder thereof and the period(s) within
which, the price(s) at which, and the terms and conditions upon which, the
subordinated debt securities will be redeemed or purchased, in whole or
part, under such obligation;
22
. any applicable United States Federal income tax consequences, including
whether and under what circumstances Alcoa will pay additional amounts on
the subordinated debt securities held by a person who is not a U.S. person
in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether Alcoa will have the option to redeem the
subordinated debt securities rather than pay such additional amounts;
. the form of the subordinated debt securities;
. if other than denominations of $1,000 or any integral multiple thereof,
the denominations in which the subordinated debt securities will be
issuable;
. any and all other terms, including any modifications of or additions to
the events of default or covenants, and any terms that may be required by
or advisable under applicable laws or regulations not inconsistent with
the indenture;
. the terms and conditions upon which the subordinated debt securities may
be convertible into or exchanged for other securities of Alcoa or another
issuer; and
. whether the subordinated debt securities are issuable as a global
security, and in such case, the identity of the depository.
Unless otherwise indicated in the applicable prospectus supplement, the
subordinated debt securities will be issued in United States dollars in fully
registered form without coupons. No service charge will be made for any
transfer or exchange of any subordinated debt securities, but Alcoa may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with a transfer or exchange.
Subordinated debt securities may also be issued under the indenture upon the
exercise of warrants, in connection with a stock purchase contract or as part
of a stock purchase unit. See "Description of Warrants" and "Description of
Stock Purchase Contracts and Stock Purchase Units."
Global Securities
If any subordinated debt securities are represented by one or more global
securities, the applicable prospectus supplement will describe any
circumstances under which beneficial owners of interests in any global security
may exchange those interests for subordinated debt securities of like tenor and
principal amount in any authorized form and denomination. Principal of, and any
premium and interest on, a global security will be payable in the manner
described in the applicable prospectus supplement.
The specific terms of the depositary arrangement regarding any portion of
subordinated debt securities to be represented by a global security will be
described in the applicable prospectus supplement.
Payment and Paying Agents
Payments on subordinated debt securities represented by a global security
will be made to the depository for the subordinated debt securities. If
subordinated debt securities are issued in definitive form, then the following
will take place at the corporate office of the trustee in Pittsburgh,
Pennsylvania or at the office of such paying agent(s) as Alcoa may designate:
. payment of principal of and any premium and interest on the subordinated
debt securities;
. registration of the transfer of the subordinated debt securities; and
. the exchange of the subordinated debt securities into subordinated debt
securities of other denominations of a like aggregate principal amount.
However, at the option of Alcoa, payment of any interest may be made:
23
. by check mailed to the address of the person entitled thereto as such
address appears in the securities register; or
. by wire transfer to an account maintained by the person entitled thereto
as specified in the securities register, provided that proper transfer
instructions have been received by the regular record date.
Payment of any interest on subordinated debt securities will be made to the
person in whose name the subordinated debt securities are registered at the
close of business on the regular record date for the interest, except in the
case of defaulted interest. Unless otherwise set forth in the applicable
prospectus supplement, the regular record date for the interest payable on any
interest payment date will be the 15th day, whether or not a business day, next
preceding such interest payment date. Alcoa may at any time designate
additional paying agents or rescind the designation of any paying agent.
(Section 2.3)
Any monies deposited with the trustee or any paying agent or then held by
Alcoa in trust for the payment of the principal of and any premium or interest
on any subordinated debt securities and remaining unclaimed for two years after
such principal and premium, if any, or interest has become due and payable
will, at the request of Alcoa, be repaid to Alcoa. Thereafter, the holder of
such subordinated debt securities may look, as a general unsecured creditor,
only to Alcoa for payment. (Section 10.3)
Modification of Indenture
Alcoa and the trustee may, without the consent of the holders of
subordinated debt securities, amend, waive or supplement the indenture for
specified purposes, including, among other things:
. curing ambiguities, defects or inconsistencies, provided that any such
action does not materially adversely affect the interest of the holders of
the subordinated debt securities; and
. qualifying, or maintaining the qualification of, the indenture under the
Trust Indenture Act. (Section 9.1)
Alcoa and the trustee may, with the consent of the holders of not less than
a majority in principal amount of the outstanding subordinated debt securities,
modify the indenture in a manner affecting the rights of the holders of the
subordinated debt securities. However, no such modification may, without the
consent of the holder of each outstanding subordinated debt security so
affected:
. change the stated maturity of the subordinated debt securities;
. reduce the principal amount thereof;
. reduce the rate or extend the time of payment of interest thereon, other
than deferrals of the payments of interest during any extension period as
described in any applicable prospectus supplement;
. reduce the premium payable upon redemption;
. impair any right to institute suit for the enforcement of any such
payment;
. adversely affect the subordination provisions of the indenture or any
right to convert or exchange any subordinated debt securities; or
. reduce the percentage of principal amount of subordinated debt securities,
the holders of which are required to consent to any such modification of
the indenture. (Section 9.2)
Events of Default
Any one or more of the following described events that has occurred and is
continuing constitutes an event of default with respect to the subordinated
debt securities:
(a)failure for 30 days to pay any interest when due (subject to the
deferral of any due date in the case of an extension period);
24
(b)failure to pay any principal or premium when due whether at maturity,
upon redemption, by declaration or otherwise;
(c)failure by Alcoa to deliver securities upon an appropriate election by
holders of subordinated debt securities to convert their subordinated
debt securities into those securities;
(d)failure to observe or perform certain other covenants contained in the
indenture for 90 days after written notice to Alcoa from the trustee or
to the trustee and Alcoa from the holders of at least 25% in aggregate
outstanding principal amount of the subordinated debt securities; or
(e)certain events in bankruptcy, insolvency or reorganization of Alcoa.
(Section 5.1)
The holders of a majority in aggregate outstanding principal amount of the
subordinated debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee
consistent with the indenture with respect to the subordinated debt securities
of that series. (Section 5.12) If an event of default with respect to
subordinated debt securities occurs and is continuing, either the trustee or
the holders of not less than 25% in aggregate principal amount of the
outstanding subordinated debt securities of that series may declare the
principal of all of the subordinated debt securities of that series due and
payable immediately. At any time after a declaration of acceleration with
respect to subordinated debt securities of any series has been made, but before
a judgment or decree for payment of money has been obtained by the trustee, the
holders of a majority in aggregate outstanding principal amount of the
subordinated debt securities of that series may annul and rescind such
declaration if the default, other than the non-payment of the principal of the
subordinated debt securities which has become due solely by such acceleration,
has been cured or waived, and a sum sufficient to pay all matured installments
of interest and principal due, otherwise than by acceleration, has been
deposited with the trustee. (Section 5.2)
The holders of a majority in aggregate outstanding principal amount of the
subordinated debt securities of any series may, on behalf of the holders of all
the subordinated debt securities of that series, waive any past default under
the indenture with respect to that series. However, they may not waive:
. a default in the payment of principal or interest, unless such default has
been cured and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration has been
deposited with the trustee; or
. a default in respect of a covenant or provision that under the indenture
cannot be modified or amended without the consent of the holder of each
outstanding subordinated debt security. (Section 5.13)
Alcoa is required to file annually with the trustee a certificate as to whether
or not Alcoa is in compliance with all the conditions and covenants applicable
to it under the indenture. (Section 10.5)
Consolidation, Merger, Sale of Assets and Other Transactions
Alcoa may not consolidate with or merge into any other person or convey,
transfer or lease its properties and assets substantially as an entirety to any
person, and no person may consolidate with or merge into Alcoa or convey,
transfer or lease its properties and assets substantially as an entirety to
Alcoa, unless:
. if Alcoa consolidates with or merges into another person or conveys,
transfers or leases its properties and assets substantially as an entirety
to any person, the successor person is organized under the laws of the
United States or any state or the District of Columbia, and such successor
person expressly assumes Alcoa's obligations on the subordinated debt
securities and under the indenture;
. immediately after giving effect thereto, no event of default, and no event
that, after notice or lapse of time or both, would become an event of
default, has happened and is continuing; and
. certain other conditions as prescribed in the indenture are met. (Section
8.1)
25
Highly Leveraged Transactions
The general provisions of the indenture do not afford holders of the
subordinated debt securities protection in the event of a highly leveraged or
other transaction involving Alcoa that may adversely affect holders of the
subordinated debt securities.
Satisfaction and Discharge
The indenture will cease to be of further effect, and Alcoa will be deemed
to have satisfied and discharged the indenture, when, among other things:
. all subordinated debt securities not previously delivered to the trustee
for cancellation have become due and payable or will become due and
payable at their stated maturity within one year or are to be properly
called for redemption within one year; and
. Alcoa irrevocably deposits or causes to be deposited with the trustee as
trust funds money and/or U.S. government obligations sufficient to pay and
discharge the entire indebtedness on the subordinated debt securities for
the principal and any premium, interest and other sums payable under the
indenture on the dates such payments are due. (Section 4.1)
Subordination
Any subordinated debt securities issued under the indenture will be
subordinate and junior in right of payment to all Senior Debt (as defined
below) of Alcoa whether existing at the date of the indenture or subsequently
incurred. Upon any payment or distribution of assets of Alcoa to creditors upon
any:
. liquidation;
. dissolution;
. winding-up;
. reorganization;
. assignment for the benefit of creditors;
. marshaling of assets or any bankruptcy;
. insolvency; or
. debt restructuring or similar proceedings in connection with any
insolvency or bankruptcy proceeding of Alcoa,
the holders of Senior Debt will first be entitled to receive payment in full of
principal of and any premium and interest on such Senior Debt before the
holders of the subordinated debt securities will be entitled to receive or
retain any payment in respect of the principal of and any premium or interest
on the subordinated debt securities. (Sections 12.1 and 12.2)
Upon the acceleration of the maturity of any subordinated debt securities,
the holders of all Senior Debt outstanding at the time of such acceleration
will first be entitled to receive payment in full of all amounts due thereon,
including any amounts due upon acceleration, before the holders of subordinated
debt securities will be entitled to receive or retain any payment in respect of
the principal of or any premium or interest on the subordinated debt
securities. (Section 12.1)
No payments on account of principal, or any premium or interest, in respect
of the subordinated debt securities may be made if:
. there has occurred and is continuing a default in any payment with respect
to Senior Debt;
26
. there has occurred and is continuing an event of default with respect to
any Senior Debt resulting in the acceleration of the maturity thereof; or
. any judicial proceeding is pending with respect to any such default or
event of default with respect to any Senior Debt. (Section 12.3)
"Debt" means, with respect to any person, whether recourse is to all or a
portion of the assets of such person and whether or not contingent:
. every obligation of such person for money borrowed;
. every obligation of such person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses;
. every reimbursement obligation of such person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of such person;
. every obligation of such person issued or assumed as the deferred purchase
price of property or services, but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business;
. every capital lease obligation of such person; and
. every obligation of the type referred to above of another person and all
dividends of another person the payment of which, in either case, such
person has guaranteed or for which such person is responsible or liable,
directly or indirectly, as obligor or otherwise.
"Senior Debt" means the principal of, and any premium and interest,
including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to Alcoa, whether or not such claim
for post-petition interest is allowed in such proceeding, on Debt of Alcoa,
whether incurred on, before or after the date of the indenture, unless the
instrument creating or evidencing the Debt or under which the Debt is
outstanding provides that obligations created by it are not superior in right
of payment to the subordinated debt securities.
The indenture will place no limitation on the amount of additional Senior
Debt that may be incurred by Alcoa.
Governing Law
The indenture and the subordinated debt securities will be governed by and
construed in accordance with the laws of the State of New York, except to the
extent that the Trust Indenture Act applies. (Section 1.12)
Information Concerning the Trustee
J.P. Morgan Trust Company, N.A. will be the trustee under the indenture. The
trustee is not obligated to exercise any of its powers under the indenture at
the request of any holder of subordinated debt securities, unless the holder
offers to indemnify the trustee against any loss, liability or expense, and
then only to the extent required by the terms of the indenture. The trustee is
not required to expend or risk its own funds or otherwise incur personal
financial liability in the performance of its duties if the trustee reasonably
believes that repayment or adequate indemnity is not reasonably assured to it.
(Section 6.3) Alcoa and certain of its subsidiaries maintain deposit accounts
and conduct other banking transactions, including borrowings in the ordinary
course of business, with J.P. Morgan Trust Company, N.A. or its affiliates.
27
Additional Provisions that may be Applicable to Subordinated Debt Securities
Alcoa may issue a specific series of subordinated debt securities in
connection with the issuance by the Alcoa Trust of trust preferred securities.
See "Description of Trust Preferred Securities and Trust Guarantee" below. At
the time the Alcoa Trust issues trust preferred securities, it will invest the
proceeds from the issuance of such securities, together with the consideration
paid by Alcoa for the related trust common securities, in subordinated debt
securities. The subordinated debt securities held by the Alcoa Trust will be in
the principal amount equal to the aggregate stated liquidation amount of the
trust preferred securities plus Alcoa's concurrent investment in the related
trust common securities.
So long as any of the trust preferred securities remain outstanding:
. no modification may be made to the indenture relating to the subordinated
debt securities that adversely affects the holders of the trust preferred
securities in any material respect;
. no termination of the indenture may occur, and no waiver of any event of
default with respect to the subordinated debt securities or compliance
with any covenant under the indenture may be effective, without the prior
consent of the holders of at least a majority in aggregate liquidation
amount of the trust preferred securities then outstanding unless and until
the principal of and any premium on the subordinated debt securities and
all accrued and unpaid interest thereon has been paid in full; and
. where a consent under the indenture would require the consent of each
holder of subordinated debt securities, no such consent will be given by
the Property Trustee without the prior consent of each holder of the trust
preferred securities. (Sections 9.1 and 9.2)
If an event of default occurs and is continuing, the Property Trustee will
have the right to declare the principal of and the interest on the subordinated
debt securities and any other amounts payable under the indenture to be due and
payable and to enforce its other rights as a creditor with respect to the
subordinated debt securities. (Section 5.2)
Upon the occurrence and continuance of an event of default under the
indenture:
. the holders of at least 25% in aggregate liquidation amount of the trust
preferred securities then outstanding will have the right to declare the
principal of all the subordinated debt securities to be immediately due
and payable if the trustee or the holders of not less than 25% in
principal amount of the outstanding subordinated debt securities fail to
make such declaration; and
. the holders of a majority in aggregate liquidation amount of the trust
preferred securities then outstanding will have the right to annul and
rescind such declaration if the holders of a majority in principal amount
of the outstanding subordinated debt securities fail to annul and rescind
such declaration as provided in the indenture. (Section 5.2)
The holders of a majority in aggregate liquidation amount of the trust
preferred securities then outstanding will have the right to waive any past
default under the indenture if the holders of a majority in principal amount of
the outstanding subordinated debt securities fail to waive such past default as
provided in the indenture. (Section 5.13)
Any consolidation, merger, conveyance, transfer or lease of Alcoa's
properties and assets substantially as an entirety permitted under the
indenture must also be permitted under the trust agreement and the trust
guarantee relating to the trust preferred securities. (Section 8.1)
Under the indenture, Alcoa will pay all of the costs, expenses or
liabilities of the Alcoa Trust, other than obligations of the Alcoa Trust to
pay to the holders of any trust preferred securities or trust common securities
the amounts due under the terms of those securities. (Section 10.9)
28
DESCRIPTION OF PREFERRED STOCK
Alcoa's Articles of Incorporation, as amended, authorize Alcoa to issue two
classes of preferred stock:
. 660,000 shares of $3.75 Cumulative Preferred Stock, par value $100.00 per
share ("Class A Stock"); and
. 10,000,000 shares of Class B Serial Preferred Stock, par value $1.00 per
share ("Class B Stock").
As of November 30, 2001, Alcoa had 557,649 shares of Class A Stock outstanding
and no shares of Class B Stock outstanding. No additional shares of Class A
Stock may be issued. Alcoa initiated an ongoing program to purchase and retire
shares of Class A Stock in 1989.
The following is a description of certain general terms and provisions of
the series of Class B Stock. The specific terms of a particular series of Class
B Stock will be described in the related prospectus supplement. The terms of
any series of Class B Stock as set forth in a prospectus supplement may differ
from the terms set forth below. The following description of Class B Stock and
the description of the terms of a particular series of Class B Stock set forth
in the applicable prospectus supplement are not meant to be complete. For more
information, you should refer to Alcoa's Articles of Incorporation and
Statement with Respect to Shares relating to such series of Class B Stock,
which will be filed or incorporated by reference as an exhibit to the
registration statement of which this prospectus is a part.
General
The board of directors of Alcoa may issue shares of Class B Stock in one or
more series and may fix the specific number of shares and, subject to Alcoa's
Articles of Incorporation, the relative rights and preferences of any such
series so established. All shares of preferred stock must be identical, except
with respect to the following relative rights and preferences, any of which may
vary between different series:
. the rate of dividend, including the date from which dividends will be
cumulative, whether such dividend rate will be fixed or variable and the
methods, procedures and formulas for the recalculation or periodic
resetting of any variable dividend rate;
. the price at, and the terms and conditions on, which shares may be
redeemed;
. the amounts payable on shares in the event of voluntary or involuntary
liquidation;
. sinking fund provisions for the redemption or purchase of shares in the
event shares of any series of preferred stock are issued with sinking fund
provisions; and
. the terms and conditions on which the shares of any series may be
converted in the event the shares of any series are convertible.
Each share of any series of Class B Stock will be identical with all other
shares of the same series, except as to the date from which dividends will be
cumulative.
The prospectus supplement will set forth the following specific terms
regarding the series of Class B Stock it offers:
. the designation, number of shares and liquidation preference per share;
. the initial public offering price;
. the dividend rate(s), or the method of determining the dividend rate(s);
. any index upon which the amount of any dividends is determined;
. the dates on which any dividends will accrue and be payable, whether
dividends will be cumulative, and the designated record dates for
determining the holders entitled to dividends;
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. any redemption or sinking fund provisions;
. any conversion or exchange provisions;
. provisions for issuance of global securities;
. the currency, which may be a composite currency, in which payment of any
dividends will be payable if other than United States dollars;
. any voting rights, except as otherwise required by law; and
. any additional terms, preferences or rights and qualifications,
limitations or restrictions.
The shares of Class B Stock will, when issued, be fully paid and
nonassessable and will have no preemptive rights.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for the Class B Stock will be specified in the related prospectus
supplement.
Dividends
The holders of Class A Stock are entitled to receive, when and as declared
by Alcoa's board of directors, out of legally available funds, cumulative cash
dividends at the annual rate of $3.75 per share, payable quarterly on the first
day of January, April, July and October in each year.
The holders of the Class B Stock of each series will be entitled to receive,
when, as and if declared by Alcoa's board of directors, out of legally
available funds, cumulative cash or other dividends at such rate(s) and on such
dates as the board of directors determines. The applicable prospectus
supplement will set forth this dividend right. Rates may be fixed or variable
or both. The board may not declare dividends in respect of any dividend period
on any series of Class B Stock unless all accrued dividends and the current
quarter yearly dividend on the Class A Stock are paid in full or the board
contemporaneously declares and sets apart such Class A Stock dividends. If
Alcoa has not declared and paid or set apart the full cumulative dividends on
shares of a series of Class B Stock, dividends thereon will be declared and
paid pro rata to the holders of the series. Alcoa will not pay interest on any
dividend payment on the Class A Stock or the Class B Stock which is in arrears.
If Alcoa has not declared and paid or set apart when due full cumulative
dividends on any class or series of Class A Stock or Class B Stock, including
the current quarter yearly dividend for shares of Class A Stock, Alcoa may not
declare or pay any dividends on, or make other distributions on or make payment
on account of the purchase, redemption, or other retirement, of Alcoa common
stock. No restriction applies to Alcoa's repurchase or redemption of Class A
Stock or Class B Stock while there is any arrearage in the payment of dividends
or any applicable sinking fund installments on Class A Stock or Class B Stock.
Redemption
Alcoa may redeem all or any part of the Class A Stock at any time at the
option of its board of directors. Such redemption will be at par, plus accrued
dividends. Alcoa must publish notice of such redemption in daily newspapers of
general circulation in New York City and in Pittsburgh, Pennsylvania, as well
as by mail to each record holder. Alcoa must give such notice not less than 30
days nor more than 60 days before the date fixed for redemption. If Alcoa
redeems only part of the Class A Stock, Alcoa will select the shares to be
redeemed pro rata or by lot, as Alcoa's board of directors determines.
If notice of redemption has been given, from and after the redemption date
for the shares of Class A Stock called for redemption, the following will
occur, unless Alcoa fails to provide funds for payment of the redemption price:
. dividends on the shares of Class A Stock called for redemption will cease
to accrue;
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. such shares will no longer be deemed to be outstanding; and
. holders will have no further rights as shareholders of Alcoa, except the
right to receive the redemption price.
Holders will receive the redemption price for the Class A Stock when they
surrender the certificates representing such shares in accordance with the
redemption notice (including being properly endorsed or assigned for transfer,
if Alcoa's board of directors so requires and the notice so states). If Alcoa
redeems fewer than all of the shares represented by any certificate, Alcoa will
issue a new certificate representing the unredeemed shares, at no cost to the
certificate holder. All shares of Class A Stock which Alcoa redeems will be
cancelled and not reissued.
The terms and conditions under which all or any part of any series of the
Class B Stock may be redeemed will be established by Alcoa's board of directors
before Alcoa issues such series of Class B Stock. Unless Alcoa's board of
directors determines otherwise, all shares of Class B Stock which Alcoa redeems
or otherwise acquires will return to the status of authorized but unissued
shares.
Liquidation Preference
Upon any liquidation, dissolution or winding up of Alcoa, each holder of
Class A Stock will be entitled to receive, out of the assets of Alcoa available
for distribution to shareholders, $100 per share plus accrued and unpaid
dividends, before any distribution of assets is made to or set apart for the
holders of Class B Stock or common stock.
Upon any liquidation, dissolution or winding up of Alcoa, the holders of
shares of each series of Class B Stock will be entitled to receive, out of the
assets of Alcoa available for distribution to shareholders, an amount fixed by
the board of directors plus any accrued and unpaid dividends, before any
distribution is made or set apart for holders of common stock, as described in
the prospectus supplement relating to the series of Class B Stock. If Alcoa's
assets are insufficient to pay the full amount payable on shares of each series
of Class B Stock in any case of liquidation, dissolution or winding up of
Alcoa, the holders of shares of the series of Class B Stock will share ratably
in any such distribution of assets of Alcoa in proportion to the full
respective preferential amounts to which they are entitled. Once holders of
shares of the series of Class B Stock are paid the full preferential amounts to
which they are entitled, they will not be entitled to participate any further
in any distribution of assets by Alcoa, unless indicated otherwise in the
applicable prospectus supplement. A consolidation or merger of Alcoa with one
or more corporations will not be deemed to be a liquidation, dissolution or
winding up of Alcoa.
Conversion and Exchange Rights
Class A Stock is not convertible or exchangeable for common stock. Any terms
on which shares of any series of Class B Stock are convertible into or
exchangeable for common stock will be set forth in the related prospectus
supplement. These terms may include provisions for conversion or exchange,
either mandatory, at the option of the holder, or at the option of Alcoa.
Voting Rights
Except as indicated below or in the related prospectus supplement for a
particular series of the Class B Stock, or except as expressly required by
applicable law, the holders of Class A Stock and Class B Stock will not be
entitled to vote.
Pennsylvania law requires that holders of outstanding shares of a particular
class or series of stock be entitled to vote as a class on an amendment to the
Articles of Incorporation that would do any of the following:
. authorize Alcoa's board of directors to fix and determine the relative
rights and preferences as between any series of any preferred stock or
special class of stock;
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. change the preferences, limitations or other special rights of the shares
of a class or series in a manner which is adverse to that class or series;
. authorize a new class or series of shares which has a preference as to
dividends or assets which is senior to that of shares of a particular
class or series; or
. increase the number of authorized shares of any particular class or series
which has a preference as to dividends or assets which is senior in any
respect to the shares of such class or series.
The board of directors, under Alcoa's Articles of Incorporation, may limit
or eliminate the voting rights applicable to any series of Class B Stock before
the issuance of such series, except as otherwise required by law. Any one or
more series of the Class B Stock may be issued with such additional voting
rights, which will be exercisable only during extended periods of dividend
arrearages, as the board of directors may determine in order to qualify such
series for listing on a recognized stock exchange. Such rights may only be
granted if there are no shares of Class A Stock outstanding.
Each full share of any series of the Class B Stock will be entitled to one
vote on matters on which holders of such series, together with holders of any
other series of Class B Stock, are entitled to vote as a single class.
Therefore, the voting power of each series will depend on the number of shares
in that series, and not on the liquidation preference or initial offering price
of such shares.
Alcoa must obtain the consent of the holders of at least a majority of the
outstanding Class A Stock and Class B Stock, voting as a class, to do the
following:
. authorize any additional class of stock or increase the authorized number
of shares of preferred stock or any class of stock which ranks on a parity
with the Class A Stock or Class B Stock as to dividends or assets; or
. merge or consolidate with or into any other corporation if the corporation
surviving or resulting from such merger or consolidation would have any
authorized class of stock ranking senior to or on a parity with the Class
A Stock or Class B Stock, except the same number of shares of stock with
the same rights and preferences as the authorized stock of the corporation
immediately before such merger or consolidation.
So long as any shares of Class A Stock or Class B Stock remain outstanding,
Alcoa may not, without the consent of the holders of at least two-thirds of the
outstanding Class A Stock and Class B Stock, voting as a class:
. make any adverse change in the rights and preferences of the Class A Stock
or Class B Stock. If such a change would affect any series of Class A
Stock or Class B Stock adversely as compared to the effect on any other
series of Class A Stock or Class B Stock, no such change may be made
without the additional consent of the holders of at least two-thirds of
the outstanding shares of such series of Class A Stock or Class B Stock;
. authorize any additional class of stock or increase the authorized number
of shares of any class of stock which ranks senior to the Class A Stock or
Class B Stock as to dividends or assets; or
. sell or otherwise part with control of all or substantially all of its
property or business or voluntarily liquidate, dissolve or wind up its
affairs.
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DESCRIPTION OF COMMON STOCK
Alcoa is authorized to issue 1,800,000,000 shares of common stock, par value
$1.00 per share. As of November 30, 2001, there were 848,394,799 shares of
Alcoa common stock outstanding. In addition, as of the same date, there were
76,179,739 shares of Alcoa common stock issued and held in Alcoa's treasury,
and 84,255,699 shares of Alcoa common stock reserved for issuance under various
incentive plans.
Dividend Rights
Holders of Alcoa common stock are entitled to receive dividends as declared
by the Alcoa board of directors. However, no dividend will be declared or paid
on Alcoa's common stock until Alcoa has paid (or declared and set aside funds
for payment of) all dividends which have accrued on all classes of Alcoa's
preferred stock, including the current quarter yearly dividend on the Class A
Stock.
Voting Rights
Holders of Alcoa common stock are entitled to one vote per share.
Liquidation Rights
Upon any liquidation, dissolution or winding up of Alcoa, whether voluntary
or involuntary, after payments to holders of preferred stock of amounts
determined by the board of directors, plus any accrued dividends, Alcoa's
remaining assets will be divided among holders of Alcoa common stock. Under
Alcoa's Articles of Incorporation, neither the consolidation or merger of Alcoa
with or into one or more corporations or any share exchange or division
involving Alcoa will be deemed a liquidation, dissolution or winding up of
Alcoa.
Preemptive or Other Subscription Rights
Holders of Alcoa common stock will not have any preemptive right to
subscribe for any securities of Alcoa.
Conversion and Other Rights
No conversion, redemption or sinking fund provisions apply to Alcoa common
stock, and Alcoa common stock is not liable to further call or assessment by
Alcoa. All issued and outstanding shares of Alcoa common stock are fully paid
and non-assessable.
Other Matters
Alcoa's Articles of Incorporation provide for the following:
. a classified board of directors with staggered three-year terms;
. special shareholder voting requirements to remove directors; and
. certain procedures relating to the nomination of directors, filling of
vacancies and the vote required to amend or repeal any of these provisions.
Alcoa's Articles of Incorporation also prohibit Alcoa's payment of
"green-mail," that is, payment of a premium in purchasing shares of its common
stock from a present or recent holder of 5% or more of the common stock, except
with the approval of a majority of the disinterested shareholders. This
provision and the classified board provision may be amended or repealed only
with the affirmative vote of at least 80% of the common stock. In addition, the
Articles of Incorporation limit or eliminate to the fullest extent permitted by
Pennsylvania law, as
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from time to time in effect, the personal liability of Alcoa's directors for
monetary damages, and authorize Alcoa, except as prohibited by law, to
indemnify directors, officers, employees and others against liabilities and
expenses incurred by them in connection with the performance of their duties to
Alcoa. The classified board article provision and the anti-"greenmail"
provision may have certain anti-takeover effects.
Alcoa is governed by certain "anti-takeover" provisions in the Pennsylvania
Business Corporation Law (the "PCBL"). Chapter 25 of the PBCL contains several
anti-takeover provisions that apply to registered corporations such as Alcoa.
Section 2538 of the PBCL requires shareholder approval for certain transactions
between a registered corporation and an interested shareholder (generally, a
shareholder who owns 20% of the stock entitled to vote in an election of
directors). Section 2538 applies if an interested shareholder (together with
anyone acting jointly with such shareholder and any affiliates of such
shareholder):
. is to be a party to a merger or consolidation, a share exchange or certain
sales of assets involving such corporation or one of its subsidiaries;
. is to receive a disproportionate amount of any of the securities of any
corporation which survives or results from a division of the corporation;
. is to be treated differently from others holding shares of the same class
in a voluntary dissolution of such corporation; or
. is to have his or her percentage of voting or economic share interest in
such corporation materially increased relative to substantially all other
shareholders in a reclassification.
In such a case, the proposed transaction must be approved by the affirmative
vote of the holders of shares representing at least a majority of the votes
that all shareholders are entitled to cast with respect to such transaction.
Shares held by the interested shareholder are not included in calculating the
number of shares entitled to be cast, and the interested shareholder is not
entitled to vote on the transaction. This special voting requirement does not
apply if the proposed transaction has been approved in a prescribed manner by
the corporation's board of directors or if certain other conditions, including
the amount of consideration to be paid to certain shareholders, are satisfied
or the transaction involves certain subsidiaries.
Section 2555 of the PBCL may also apply to a transaction between a
registered corporation and an interested shareholder, even if Section 2538 also
applies. Section 2555 prohibits a corporation from engaging in a business
combination with an interested shareholder unless one of the following
conditions is met:
. the board of directors has previously approved either the proposed
transaction or the interested shareholder's acquisition of shares;
. the interested shareholder owns at least 80% of the stock entitled to vote
in an election of directors and, no earlier than three months after the
interested shareholder reaches the 80% level,
. the majority of the remaining shareholders approve the proposed
transaction;
. shareholders receive a minimum "fair price" for their shares in the
transaction; and
. the other conditions of Section 2556 of the PBCL are met;
. holders of all outstanding common stock approve the transaction;
. no earlier than 5 years after the interested shareholder acquired the 20%,
a majority of the remaining shares entitled to vote in an election of
directors approve the transaction; or
. no earlier than 5 years after the interested shareholder acquired the 20%,
a majority of all the shares approve the transaction, all shareholders
receive a minimum fair price for their shares, and certain other
conditions are met.
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Alcoa's Articles of Incorporation also provide that Alcoa may not repurchase
any stock from an interested shareholder at prices greater than the current
fair market value. Under the PBCL, a person or group of persons acting in
concert who hold 20% of the shares of a registered corporation entitled to vote
in the election of directors constitutes a control group. On the occurrence of
the transaction that makes the group a control group, any other shareholder of
the registered corporation who objects can, under procedures set forth under
the PBCL, require the control group to purchase his or her shares at "fair
value," as defined in the PBCL.
The PBCL also contains certain provisions applicable to a registered
corporation such as Alcoa which, under certain circumstances, permit a
corporation to:
. redeem "control shares," as defined in the PBCL;
. remove the voting rights of control shares; and
. require the disgorgement of profits by a "controlling person," as defined
in the PBCL.
The transfer agent and registrar for Alcoa common stock is First Chicago
Trust Company, a Division of EquiServe.
DESCRIPTION OF WARRANTS
General
Alcoa may issue warrants for the purchase of debt securities, preferred
stock or common stock. Alcoa may issue such warrants independently or together
with other securities offered by any prospectus supplement. Alcoa will issue
each series of warrants under a separate warrant agreement to be entered into
between itself and a bank or trust company, as warrant agent, that it will name
in the prospectus supplement. The warrant agent will act solely as Alcoa's
agent in connection with the warrants and will not have any obligation or
relationship of agency or trust for or with any holders or beneficial owners of
warrants. The form of proposed warrant agreement relating to warrants to
purchase senior debt securities of Alcoa, including the form of warrant
certificates representing the warrants, is filed with the SEC and incorporated
by reference as an exhibit to the registration statement of which this
prospectus is a part. A copy of the warrant agreement for any other securities
offered by Alcoa will be filed with the SEC in connection with the offering of
such warrants. The following summary of certain provisions of the warrants is
not complete. You should read the applicable warrant agreement and related
warrant certificate for provisions that may be important to you.
Debt Warrants
If Alcoa offers warrants for the purchase of debt securities, the applicable
prospectus supplement will describe the terms of the warrants, the warrant
agreement and the warrant certificates, including the following:
. the title and aggregate number of the warrants;
. the offering price for the warrants, if any;
. the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the warrants;
. the designation and terms of any related debt securities with which the
warrants are issued, and the number of warrants issued with each such debt
security;
. the date, if any, on and after which the warrants and the related debt
securities will be separately transferable;
. the principal amount of debt securities purchasable upon exercise of one
warrant and the price at which such principal amount may be purchased upon
such exercise;
. the date on which the right to exercise the warrants will commence and the
date on which such right will expire;
. whether the warrants represented by the warrant certificates will be
issued in registered or bearer form, and if registered, where they may be
transferred and registered;
. information with respect to any book-entry procedures;
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. if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
. the currency or currency units in which the offering price, if any, and
the exercise price are payable;
. if applicable, a discussion of material United States Federal income tax
considerations;
. anti-dilution provisions of the warrants, if any;
. redemption or call provisions, if any, applicable to the warrants; and
. any other terms of the warrants.
If the debt securities purchasable upon exercise of the warrants are
issuable in bearer form, the warrants may not be offered nor constitute an
offer to United States persons other than to offices outside the United States
of certain United States financial institutions. Moreover, bearer debt
securities issuable upon exercise of the warrants may not be issued to United
States persons other than to offices outside the United States of certain
United States financial institutions.
Stock Warrants
If Alcoa offers warrants for the purchase of common stock or preferred
stock, the applicable prospectus supplement will describe the terms of the
common stock warrants or preferred stock warrants, the warrant agreement and
the warrant certificates, including the following:
. the title and aggregate number of the warrants;
. the offering price for the warrants, if any;
. the designation and terms of the preferred stock that may be purchased
upon exercise of the warrants;
. the designation and terms of any related securities with which the
warrants are issued, and the number of warrants issued with each such
security;
. the date, if any, on and after which the warrants and the related
securities will be separately transferable;
. the number of shares of common stock or preferred stock that may be
purchased upon exercise of each warrant and the price at which the shares
may be purchased upon exercise;
. the date on which the right to exercise the warrants will commence and the
date on which such right will expire;
. if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
. the currency or currency units in which the offering price, if any, and
the exercise price are payable;
. if applicable, a discussion of material United States Federal income tax
considerations;
. anti-dilution provisions of the warrants, if any;
. redemption or call provisions, if any, applicable to the warrants; and
. any other terms of the warrants.
Exercise of Warrants
Each warrant will entitle the holder of the warrant to purchase at the
exercise price set forth in the applicable prospectus supplement the principal
amount of debt securities or shares of preferred stock or common stock being
offered. Holders may exercise warrants at any time up to the close of business
on the expiration date set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants are void.
Holders may exercise warrants as set forth in the prospectus supplement
relating to the warrants being offered.
Until the exercise of their warrants to purchase debt securities, preferred
stock or common stock, holders of warrants will not have any rights as a holder
of the debt securities, preferred stock or common stock, as the case may be, by
virtue of such holder's ownership of warrants.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
Alcoa may issue stock purchase contracts, including contracts obligating
holders to purchase from Alcoa, and Alcoa to sell to the holders, a specified
number of shares of Alcoa common stock or other securities at a future date or
dates, which we refer to in this prospectus as ''stock purchase contracts.''
The price per share of the securities and the number of shares of the
securities may be fixed at the time the stock purchase contracts are issued or
may be determined by reference to a specific formula set forth in the stock
purchase contracts. The stock purchase contracts may be issued separately or as
part of units consisting of a stock purchase contract and debt securities,
preferred stock or warrants of Alcoa, trust preferred securities of Alcoa Trust
I or debt obligations of third parties, including U.S. treasury securities,
securing the holders' obligations to purchase the securities under the stock
purchase contracts, which we refer to herein as ''stock purchase units.'' The
stock purchase contracts may require holders to secure their obligations under
the stock purchase contracts in a specified manner. The stock purchase
contracts also may require Alcoa to make periodic payments to the holders of
the stock purchase units or vice versa, and such payments may be unsecured or
funded on some basis.
The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units,
which will be filed with the SEC each time Alcoa issues stock purchase
contracts or stock purchase units. Certain United States Federal income tax
considerations applicable to the stock purchase contracts and stock purchase
units will also be discussed in the applicable prospectus supplement.
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DESCRIPTION OF TRUST PREFERRED SECURITIES AND TRUST GUARANTEE
Trust Preferred Securities
The Declaration under which the Alcoa Trust is organized will be replaced by
an amended and restated trust agreement which will authorize the trustees of
the Alcoa Trust to issue on behalf of the Alcoa Trust one series of trust
preferred securities and one series of trust common securities. The form of
trust agreement is filed with the SEC and incorporated by reference as an
exhibit to the registration statement of which this prospectus is a part. The
trust agreement will be subject to, and governed by, the Trust Indenture Act.
The trust preferred securities will be issued to the public under the
registration statement of which this prospectus is a part. The trust common
securities will be issued directly or indirectly to Alcoa. This summary of
certain terms of the trust preferred securities and the trust agreement is not
complete. For more information, you should refer to the full text of the trust
preferred securities and the trust agreement, including the definitions of
terms used and not defined in this prospectus or the related prospectus
supplement, and those made part of the trust agreement by the Trust Indenture
Act.
The trust preferred securities will have the terms, including dividends,
redemption, voting, conversion, liquidation rights and such other preferred,
deferred or other special rights or such restrictions as set forth in the trust
agreement or made part of the trust agreement by the Trust Indenture Act. A
prospectus supplement will describe the specific terms of the trust preferred
securities the Alcoa Trust is offering, including:
. the distinctive designation of trust preferred securities;
. the number of trust preferred securities issued by the Alcoa Trust;
. the annual dividend rate, or method of determining the rate, for trust
preferred securities and the date(s) upon which dividends will be payable;
. whether dividends on trust preferred securities will be cumulative, and,
in the case of trust preferred securities having cumulative dividend
rights, the date or dates or method of determining the date(s) from which
dividends on trust preferred securities will be cumulative;
. the amount or amounts that will be paid out of the assets of the Alcoa
Trust to the holders of trust preferred securities upon voluntary or
involuntary dissolution, winding up or termination of the Alcoa Trust;
. any terms and conditions under which trust preferred securities may be
converted into shares of capital stock of Alcoa, including the conversion
price per share and any circumstances under which the conversion right
will expire;
. any terms and conditions upon which the related series of the subordinated
debt securities of Alcoa may be distributed to holders of trust preferred
securities;
. any obligation of the Alcoa Trust to purchase or redeem trust preferred
securities and the price(s) at which, the period(s) within which and the
terms and conditions upon which trust preferred securities will be
purchased or redeemed, in whole or in part, under that obligation;
. any voting rights of trust preferred securities in addition to those
required by law, including the number of votes per trust preferred
security and any requirement for the approval by the holders of trust
preferred securities, as a condition to specified action or amendments to
the trust agreement; and
. any other relevant rights, preferences, privileges, limitations or
restrictions of trust preferred securities consistent with the trust
agreement or with applicable law.
Under the trust agreement, the Property Trustee will own a series of
subordinated debt securities of Alcoa purchased by the Alcoa Trust for the
benefit of the holders of the trust preferred securities and the trust common
securities. The payment of dividends out of money held by the Alcoa Trust, and
payments upon redemption of trust preferred securities or liquidation of the
Alcoa Trust, will be guaranteed by Alcoa to the extent described under "Trust
Guarantee."
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Certain United States Federal income tax considerations applicable to an
investment in trust preferred securities will be described in the applicable
prospectus supplement.
In connection with the issuance of trust preferred securities, the Alcoa
Trust will also issue one series of trust common securities. The trust
agreement will authorize the regular trustees of the Alcoa Trust to issue on
behalf of the Alcoa Trust one series of trust common securities having such
terms as will be set forth in the trust agreement, including:
. dividends;
. conversion;
. redemption;
. voting;
. liquidation rights; or
. such restrictions as may be set forth in the trust agreement.
Except as otherwise provided in the prospectus supplement, the terms of the
trust common securities will be substantially identical to the terms of the
trust preferred securities. The trust common securities will rank pari passu,
and payments will be made on the trust common securities pro rata with the
trust preferred securities, except that, upon an event of default under the
trust agreement, the rights of the holders of the trust common securities to
payment in respect of dividends and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the trust
preferred securities. Except in certain limited circumstances, the trust common
securities will also carry the right to vote and appoint, remove or replace any
of the trustees of the Alcoa Trust. All of the trust common securities will be
directly or indirectly owned by Alcoa.
Alcoa and certain of its subsidiaries maintain deposit accounts and conduct
other banking transactions, including borrowings in the ordinary course of
business, with the Property Trustee.
Trust Guarantee
Alcoa will execute and deliver a guarantee, concurrently with the issuance
by the Alcoa Trust of its trust preferred securities, for the benefit of the
holders from time to time of the trust preferred securities. The accompanying
prospectus supplement will describe any significant differences between the
actual terms of the trust guarantee and the summary below. The following
summary of the trust guarantee is not complete. For more information, you
should refer to the full text of the trust guarantee, including the definitions
of terms used and not defined in this prospectus or the related prospectus
supplement and those terms made a part of the trust guarantee by the Trust
Indenture Act. The form of trust guarantee is filed with the SEC and
incorporated by reference as an exhibit to the registration statement of which
this prospectus is a part.
General
Alcoa will irrevocably and unconditionally agree, to the extent set forth in
the trust guarantee, to pay in full to the holders of trust preferred
securities the trust guarantee payments, except to the extent paid by the Alcoa
Trust, as and when due, regardless of any defense, right of set-off or
counterclaim that the Alcoa Trust may have or assert. The following payments
with respect to the trust preferred securities, to the extent not paid by the
Alcoa Trust, will be subject to the trust guarantee, without duplication:
. any accrued and unpaid dividends that are required to be paid on the trust
preferred securities, to the extent the Alcoa Trust has funds legally
available therefor;
. the redemption price, including all accrued and unpaid dividends, payable
out of funds legally available therefor, with respect to any trust
preferred securities called for redemption by the Alcoa Trust; and
39
. upon a liquidation of the Alcoa Trust, other than in connection with the
distribution of subordinated debt securities of Alcoa to the holders of
the trust preferred securities or the redemption of all of the trust
preferred securities issued by the Alcoa Trust, the lesser of:
. the aggregate of the liquidation amount and all accrued and unpaid
dividends on the trust preferred securities to the date of payment;
and
. the amount of assets of the Alcoa Trust remaining available for
distribution to holders of trust preferred securities in liquidation
of the Alcoa Trust.
Alcoa's obligation to make a trust guarantee payment may be satisfied by
Alcoa's direct payment of the required amounts to the holders of trust
preferred securities or by causing the Alcoa Trust to pay the amounts to the
holders.
Covenants of Alcoa
In the trust guarantee, Alcoa will covenant that, so long as any trust
preferred securities issued by the Alcoa Trust remain outstanding, if there has
occurred any event that would constitute an event of default under the trust
guarantee or the trust agreement, then:
. Alcoa will not declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase or make a liquidation payment with respect
to, any of its common stock, other than:
. purchases or acquisitions of shares of common stock in connection with
the satisfaction by Alcoa of its obligations under any employee
benefit plan;
. as a result of a reclassification of Alcoa's common stock or the
exchange or conversion of one class or series of Alcoa's common stock
for another class or series of Alcoa's common stock;
. the purchase of fractional interests in shares of Alcoa's common stock
under the conversion or exchange provisions of such common stock or
the security being converted or exchanged; or
. purchases or acquisitions of shares of common stock to be used in
connection with acquisitions of common stock by shareholders under
Alcoa's dividend reinvestment plan;
or make any guarantee payments with respect to the foregoing; and
. Alcoa will not make any payment of principal of, or premium, if any, on or
repurchase any debt securities issued by Alcoa (including guarantees)
which rank pari passu with or junior to the subordinated debt securities,
other than at stated maturity.
Amendment and Assignment
Except with respect to any changes that do not adversely affect the rights
of holders of trust preferred securities, in which case no vote will be
required, the trust guarantee may be amended only with the prior approval of
the holders of not less than a majority in liquidation amount of the
outstanding trust preferred securities. The manner of obtaining any approval of
the holders will be as set forth in an accompanying prospectus supplement. All
guarantees and agreements contained in the trust guarantee will bind the
successors, assigns, receivers, trustees and representatives of Alcoa and will
inure to the benefit of the holders of the trust preferred securities then
outstanding.
Termination
The trust guarantee will terminate:
. upon full payment of the redemption price of all trust preferred
securities;
40
. upon distribution of the subordinated debt securities of Alcoa held by the
Alcoa Trust to the holders of the trust preferred securities; or
. upon full payment of the amounts payable in accordance with the trust
agreement upon liquidation of the Alcoa Trust.
The trust guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of trust preferred securities must
restore payment of any sums paid under those trust preferred securities or the
trust guarantee. The subordination provisions of the subordinated debt
securities and the trust guarantee, respectively, will provide that in the
event payment is made on the subordinated debt securities or the trust
guarantee in contravention of the subordination provisions, such payments will
be paid over to the holders of Senior Debt.
Ranking of the Trust Guarantee
The trust guarantee will constitute an unsecured obligation of Alcoa and
will rank:
. subordinate and junior in right of payment to all other liabilities of
Alcoa;
. pari passu with the most senior preferred or preference stock, if any,
thereafter issued by Alcoa and with any guarantee thereafter entered into
by Alcoa in respect of any preferred or preference stock or interests of
any affiliate of Alcoa; and
. senior to Alcoa's common stock.
The trust agreement will provide that each holder of trust preferred securities
by acceptance of those securities agrees to the subordination provisions and
other terms of the trust guarantee.
The trust guarantee will constitute a guarantee of payment and not of
collection. The trust guarantee will be deposited with the Property Trustee to
be held for the benefit of the trust preferred securities. The Property Trustee
will have the right to enforce the trust guarantee on behalf of the holders of
the trust preferred securities. The holders of not less than a majority in
aggregate liquidation amount of the trust preferred securities will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available in respect of the trust guarantee, including the giving of
directions to the Property Trustee. Any holder of trust preferred securities
may institute a legal proceeding directly against Alcoa to enforce its rights
under the trust guarantee, without first instituting a legal proceeding against
the Alcoa Trust, or any other person or entity. The trust guarantee will not be
discharged except by payment of the trust guarantee payments in full to the
extent not paid by the Alcoa Trust, and by complete performance of all
obligations under the trust guarantee.
Governing Law
The trust guarantee will be governed by and construed in accordance with the
laws of the State of New York.
41
PLAN OF DISTRIBUTION
Alcoa and/or the Alcoa Trust may sell the securities in one or more of the
following ways:
. to underwriters for public offering and sale by them;
. directly to purchasers;
. through agents;
. through dealers; or
. through a combination of any of these methods of sale.
Offers to purchase securities may be solicited directly by Alcoa and/or the
Alcoa Trust or by agents designated by Alcoa and/or the Alcoa Trust from time
to time. Any agent, who may be deemed to be an underwriter, as that term is
defined in the Securities Act, involved in the offer and sale of the securities
will be named, and any commissions payable by Alcoa and/or the Alcoa Trust to
that agent will be provided, in an applicable prospectus supplement. Alcoa
and/or the Alcoa Trust and its agents may sell the securities at:
. a fixed price or prices, which may be changed;
. market prices prevailing at the time of sale;
. prices related to such prevailing market prices; or
. negotiated prices.
Underwriters, dealers and agents participating in the distribution of the
securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions under the Securities
Act. Underwriters, dealers and agents may be entitled, under agreements with
Alcoa and/or the Alcoa Trust, to indemnification against and contribution
toward certain civil liabilities, including liabilities under the Securities
Act, and to reimbursement by Alcoa and/or the Alcoa Trust for certain expenses.
If an underwriter or underwriters are used in the offer or sale of
securities, Alcoa and/or the Alcoa Trust will execute an underwriting agreement
with the underwriters at the time of sale of the securities to the
underwriters, and the names of the underwriters and the principal terms of
Alcoa's and/or the Alcoa Trust's agreements with the underwriters will be
provided in the applicable prospectus supplement.
If indicated in an applicable prospectus supplement, Alcoa and/or the Alcoa
Trust will authorize dealers acting as agents for Alcoa and/or the Alcoa Trust
to solicit offers by certain institutions to purchase securities from Alcoa
and/or the Alcoa Trust at the public offering price set forth in the prospectus
supplement under delayed delivery contracts providing for payment and delivery
on the date or dates stated in the prospectus supplement. The terms of such
delayed delivery contracts will be set forth in the applicable prospectus
supplement.
If indicated in an applicable prospectus supplement, Alcoa may sell shares
of Alcoa common stock under a newly established direct stock purchase and
dividend reinvestment plan. The terms of any such plan will be set forth in the
applicable prospectus supplement.
Each underwriter, dealer and agent participating in the distribution of any
of the securities that are issuable in bearer form will agree that it will not
offer, sell or deliver, directly or indirectly, securities in bearer form in
the United States or to United States persons, other than qualifying financial
institutions, during the restricted period, as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7).
Except for shares of Alcoa common stock or as otherwise described in an
applicable prospectus supplement, all of the securities will be a new issue of
securities with no established trading market. Any underwriters to whom or
agents through whom the securities are sold by Alcoa and/or the Alcoa Trust for
public offering and sale may make a market in the securities, but such
underwriters or agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any such securities.
42
Certain of the underwriters, dealers or agents and their associates may be
customers of, engage in transactions with and perform services for Alcoa and
its subsidiaries in the ordinary course of business.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the
validity of the securities offered by Alcoa will be passed upon for Alcoa by
Thomas F. Seligson, Esq., Counsel of Alcoa. The validity of the trust preferred
securities will be passed upon for the Alcoa Trust by Skadden, Arps, Slate,
Meagher & Flom LLP, New York, New York, special counsel to Alcoa and the Alcoa
Trust. The validity of all of the securities offered by this prospectus will be
passed upon for any underwriters or agents by Cravath, Swaine & Moore, New
York, New York. Mr. Seligson is paid a salary by Alcoa, is a participant in
various employee benefit plans offered by Alcoa to employees of Alcoa generally
and has options to purchase shares of Alcoa common stock. Cravath, Swaine &
Moore currently represents Alcoa on various matters and may continue to do so
in the future.
INDEPENDENT ACCOUNTANTS
The consolidated financial statements and related schedule of Alcoa and its
subsidiaries incorporated in this prospectus by reference to Alcoa's Annual
Report on Form 10-K, as amended, for the fiscal year ended December 31, 2000,
have been so incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited financial information of Alcoa for the
three-month periods ended March 31, 2001 and 2000, the three-month and
six-month periods ended June 30, 2001 and 2000, and the three-month and
nine-month periods ended September 30, 2001 and 2000, incorporated by reference
in this prospectus, PricewaterhouseCoopers LLP reported that they have applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports dated April 5, 2001, except
for Note L, for which the date is April 20, 2001, July 6, 2001, except for Note
N, for which the date is August 6, 2001, and October 4, 2001 incorporated by
reference herein, states that they did not audit and they do not express an
opinion on that unaudited financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. PricewaterhouseCoopers LLP
is not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their reports on the unaudited financial information because those
reports are not "reports" or "parts" of the registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11
of the Act.
43
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be borne by Alcoa in
connection with the offerings described in this registration statement, other
than underwriting compensation. All such expenses, other than the SEC
registration fee, are estimates.
Registration Fee........................................... $1,195,000
Printing and Engraving..................................... 150,000
Trustees' Fees and Expenses................................ 25,000
Accountants' Fees and Expenses............................. 40,000
Legal Fees and Expenses.................................... 10,000
Miscellaneous.............................................. 10,000
----------
Total................................................... $1,430,000
==========
Item 15. Indemnification of Directors and Officers.
Alcoa
Article V of the By-Laws of Alcoa provides that Alcoa shall indemnify, under
specified circumstances, persons who were or are directors, officers or
employees of Alcoa or who served or serve other business entities at the
request of Alcoa. Under these By-Law provisions, a person who is wholly
successful in defending a claim will be indemnified for any reasonable
expenses. To the extent a person is not successful in defending a claim,
reasonable expenses of the defense and any liability incurred are to be
indemnified under these provisions only where independent legal counsel or
another disinterested person selected by the board of directors determines that
such person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of Alcoa, and in addition with
respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct of such person was unlawful. Any expense incurred with
respect to any claim may be advanced by Alcoa if the recipient agrees to repay
such amount if it is ultimately determined that such recipient is not to be
indemnified pursuant to Article V.
The foregoing By-Law provisions generally parallel Sections 1741 and 1745 of
the Pennsylvania Business Corporation Law ("PBCL"). Section 1746 and the
By-Laws both also provide that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
Section 1746 of the PBCL and the By-Laws provide for increased
indemnification protections for directors, officers and others. Indemnification
may be provided by Pennsylvania corporations in any case except where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness.
Section 1713 of the PBCL also sets forth a framework whereby Pennsylvania
corporations, with the approval of the shareholders, may limit the personal
liability of directors for monetary damages except where the act or omission
giving rise to a claim constitutes self-dealing, willful misconduct or
recklessness. The section does not apply to a director's responsibility or
liability under a criminal or tax statute and may not apply to liability under
Federal statutes, such as the Federal securities laws.
Alcoa's Articles of Incorporation and By-Laws were amended by the
shareholders to implement the increased protections made available to directors
under the PBCL as described in the preceding paragraph.
II-1
Article VIII of the By-Laws provides that, except as prohibited by law,
every director of Alcoa shall be entitled as of right to be indemnified by
Alcoa for expenses and any and all liability paid or incurred by such person by
reason of such person being or having been a director of Alcoa. Expenses
incurred with respect to any claim may be advanced by Alcoa, subject to certain
exceptions. The shareholders have also approved a form of indemnity agreement.
Alcoa has entered into such an indemnity agreement with each of its current
directors.
Alcoa has purchased a three-year liability insurance policy with an
aggregate limit of $150 million, with certain specified deductible amounts for
liability of directors and officers and reimbursement to Alcoa for
indemnification provided to directors and officers. The policy has an
expiration date of October 1, 2003 and provides liability insurance and
reimbursement coverage for Alcoa, and its directors and officers, which is
permitted by the laws of Pennsylvania referred to above.
The Articles of Incorporation provide that except as prohibited by law,
Alcoa may indemnify any person who is or was a director, officer, employee or
agent of Alcoa or is or was serving at the request of Alcoa as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including, without limitation, any employee benefit
plan, and may take such steps as may be deemed appropriate by the board of
directors, including purchasing and maintaining insurance, entering into
contracts, including, without limitation, contracts of indemnification between
Alcoa and its directors and officers, creating a trust fund, granting security
interests or using other means, including, without limitation, a letter of
credit to ensure the payment of such amounts as may be necessary to effect such
indemnification. The By-Laws provide for indemnification of such persons to the
fullest extent permitted by law.
The Articles of Incorporation also provide that to the fullest extent that
the laws of the Commonwealth of Pennsylvania permit elimination or limitation
of the liability of directors, no director of Alcoa shall be personally liable
for monetary damages for any action taken, or any failure to take any action.
Section (6)(b) of the form of underwriting agreement relating to each of the
senior debt securities and the Class B Stock (Exhibit (1)(a) and (1)(b),
respectively, hereto) and Section 7(b) of the form of agency agreement (Exhibit
1(c) hereto) contain provisions relating to the indemnification by each
underwriter and agent, respectively, of Alcoa, officers and directors of Alcoa
and each person, if any, who controls Alcoa, and Section 6(a) of the form of
underwriting agreement relating to each of the senior debt securities and the
Class B Stock and Section 7(a) of such agency agreement contain provisions
relating to the indemnification by Alcoa of each underwriter and agent,
respectively, and each person controlling the same, against liabilities arising
out of any untrue statement of any material fact contained in this registration
statement, or omission therefrom of any material fact. In addition, Section
8(a) of the form of underwriting agreement relating to the trust preferred
securities (Exhibit (1)(d) hereto) contains provisions relating to the
indemnification by each underwriter of Alcoa and the Alcoa Trust, and Section
8(b) of the form of underwriting agreement relating to the trust preferred
securities contains provisions relating to the indemnification by Alcoa and the
Alcoa Trust of each underwriter, against liabilities arising out of any untrue
statement of any material fact contained in this registration statement, or
omission therefrom of any material fact.
The Alcoa Trust
The trust agreement pursuant to which the Alcoa Trust is organized will
provide that no regular trustee, or affiliate of any regular trustee, or
officer, director, shareholder, member, partner, employee, representative or
agent of any trustee or of any such affiliate, or employee or agent of the
Alcoa Trust or its affiliates (each an "Indemnified Person") shall be liable,
responsible or accountable in damages or otherwise to the Alcoa Trust or any
employee or agent of the Alcoa Trust or its affiliates for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Alcoa Trust and in a manner
such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by such trust agreement or by
law, except that an Indemnified Person shall be liable for such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence or
willful
II-2
misconduct with respect to such act or omission. The trust agreement also
provides that to the fullest extent permitted by applicable law, Alcoa shall
indemnify and hold harmless each Indemnified Person from and against any loss,
damage or claim incurred by such Indemnified Person by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on
behalf of the Alcoa Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of authority conferred on such Indemnified
Person by such trust agreement, except that no Indemnified Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Indemnified Person by reason of gross negligence or willful misconduct
with respect to such act or omission. The trust agreement further provides
that, to the fullest extent permitted by applicable law, expenses, including
legal fees, incurred by an Indemnified Person in defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by Alcoa prior
to the final disposition of such claim, demand, action, suit or proceeding upon
receipt of an undertaking by or on behalf of the Indemnified Person to repay
such amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified for the underlying cause of action as authorized by
such trust agreement.
Item 16. Exhibits.
A list of Exhibits filed with this registration statement is contained on
the Exhibit Index and is incorporated herein by reference.
Item 17. Undertakings.
The undersigned Registrants hereby undertake:
(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, unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by Alcoa pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(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, unless such information required to be
included in such post-effective amendment is contained in a periodic
report filed by Alcoa pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
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 SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; 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;
II-3
(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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Alcoa'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.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(6) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions described in Item 15 above,
the Registrants 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person of the Registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, each Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alcoa Inc.
certifies that it has reasonable grounds to believe that 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 and State of New York on the 10th day of December, 2001.
ALCOA INC.
/s/ ALAIN J. P. BELDA
By: _________________________________
Name: Alain J. P. Belda
Title: Chairman of the Board 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.
Signature Title Date
--------- ----- ----
/S/ ALAIN J. P. BELDA Chairman of the Board and Chief December 10, 2001
--------------------- Executive Officer and Director
Alain J. P. Belda (Principal Executive Officer)
/S/ RICHARD B. KELSON Executive Vice President and Chief December 10, 2001
--------------------- Financial Officer; Chief
Richard B. Kelson Compliance Officer (Principal
Financial Officer)
* TIMOTHY S. MOCK Vice President, Alcoa Business December 10, 2001
--------------------- Support Services and Controller
Timothy S. Mock (Principal Accounting Officer)
* Timothy S. Mock, Vice President, Alcoa Business Support Services and
Controller, as Principal Accounting Officer; and Joseph T. Gorman, Judith M.
Gueron, Sir Ronald Hampel, John P. Mulroney, Henry B. Schacht, Franklin A.
Thomas and Marina v.N. Whitman, each as a Director, on December 10, 2001, by
William B. Plummer, their attorney-in-fact.
/s/ WILLIAM B. PLUMMER
------------------------------
* By:
William B. Plummer
Attorney-in-Fact
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alcoa Trust I
certifies that it has reasonable grounds to believe that 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 and State of New York, on the 10th day of December,
2001.
ALCOA TRUST I,
a Delaware business trust
By: Alcoa Inc.,
as Depositor
/S/ RICHARD B. KELSON
By: _________________________________
Name: Richard B. Kelson
Title: Executive Vice President and
Chief Financial Officer;
Chief Compliance Officer
II-6
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
(1)(a) Form of Underwriting Agreement relating to the Debt Securities and Warrants to Purchase Debt
Securities (incorporated by reference to Exhibit 1(a) to Registration Statement No. 33-49997 on
Form S-3).
(1)(b) Form of Underwriting Agreement relating to the Class B Stock (incorporated by reference to
Exhibit 1(b) to Registration Statement No. 33-49997 on Form S-3).
(1)(c) Form of proposed Agency Agreement relating to the Distribution of Medium-Term Notes
(incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No. 1 to Registration
Statement No. 33-00877 on Form S-3).
(1)(d) Form of Underwriting Agreement for Trust Preferred Securities (incorporated by reference to
Exhibit 1(d) to Registration Statement No. 333-59381 on Form S-3).
(1)(e) Form of Underwriting Agreement relating to Common Stock.**
(1)(f) Form of Underwriting Agreement relating to Warrants to Purchase Common Stock and Preferred
Stock.**
(1)(g) Form of Underwriting Agreement relating to Stock Purchase Contracts and Stock Purchase Units.**
(2)(a) Agreement and Plan of Merger among Alcoa, Omega Acquisition Corp. and Cordant Technologies
Inc. dated as of March 14, 2000 (incorporated by reference to Exhibit 12(d)(1) to the Tender Offer
Statement on Schedule TO filed by Alcoa and Omega Acquisition Corp. on March 20, 2000).
(2)(b) Agreement and Plan of Merger among Alcoa, HMI Acquisition Corp. and Howmet International Inc.
dated as of June 2, 2000 (incorporated by reference to Exhibit 12(d)(5) to Amendment No. 5 to the
Tender Offer Statement on Schedule TO filed by Alcoa and HMI Acquisition Corp. on June 5, 2000).
(3)(a) Articles of Incorporation of Alcoa, as amended (incorporated by reference to Exhibit 3(a) to Alcoa's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).
(3)(b) By-Laws of Alcoa, as amended (incorporated by reference to Exhibit 3(b) to Alcoa's Annual Report
on Form 10-K for the year ended December 31, 1998).
(4)(a) Form of Indenture, dated as of September 30, 1993, between Alcoa and J.P. Morgan Trust Company,
N.A. (formerly Chase Manhattan Trust Company, N.A.), as successor Trustee (undated form of
Indenture incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-49997 on Form
S-3).
(4)(b) Form of proposed Warrants to Purchase Senior Debt Securities (included in Exhibit 4(c) as
Exhibit A).
(4)(c) Form of proposed Warrant Agreement relating to the Warrants to Purchase Senior Debt Securities
(incorporated by reference to Exhibit 4(d) to Amendment No. 1 to Registration Statement
No. 2-78009 on Form S-3).
(4)(d) Form of Registered Security which is not an Original Issue Discount Security (included in
Exhibit 4(a) as Exhibit A).
(4)(e) Form of Registered Security which is an Original Issue Discount Security (included in Exhibit 4(a)
as Exhibit B).
(4)(f) Form of Bearer Security which is not an Original Issue Discount Security and form of Related
Coupon (included in Exhibit 4(a) as Exhibit C).
(4)(g) Form of Bearer Security which is an Original Issue Discount Security and form of Related Coupon
(included in Exhibit 4(a) as Exhibit D).
Exhibit
Number Exhibit
------- ------------------------------------------------------------------------------------------------
(4)(h) Form of Certificate for Shares of Class B Stock (incorporated by reference to Exhibit 4(h) to
Registration Statement No. 33-49997 on Form S-3).
(4)(i) Form of Certificate for Shares of Common Stock (incorporated by reference to Exhibit 4(i) to
Registration Statement No. 33-49997 on Form S-3).
(4)(j) Form of Subordinated Indenture (including form of Subordinated Debt Security) (incorporated by
reference to Exhibit 4(j) to Registration Statement No. 333-59044 on Form S-3).
(4)(k) Certificate of Trust of Alcoa Trust I (incorporated by reference to Exhibit 4(k) to Registration
Statement No. 333-59381 on Form S-3).
(4)(l) Declaration of Trust of Alcoa Trust I (incorporated by reference to Exhibit 4(l) to Registration
Statement No. 333-59381 on Form S-3).
(4)(m) Form of Amended and Restated Trust Agreement of Alcoa Trust I (incorporated by reference to
Exhibit 4(m) to Registration Statement No. 333-59381 on Form S-3).
(4)(n) Form of Guarantee Agreement (incorporated by reference to Exhibit 4(n) to Registration Statement
No. 333-59381 on Form S-3).
(4)(o) Form of Stock Purchase Contract.**
(4)(p) Form of Stock Purchase Unit.**
(4)(q) Form of Warrant Agreement relating to Warrants to Purchase Common Stock, including form of
warrant certificate.**
(4)(r) Form of Warrant Agreement relating to Warrants to Purchase Preferred Stock, including form of
warrant certificate.**
(5)(a) Opinion of Thomas F. Seligson, Esq., Counsel of Alcoa.**
(5)(b) Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Alcoa and the Alcoa
Trust.**
(12) Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to
Alcoa's Form 10-Q for the quarter ended September 30, 2001 and to Exhibit 12 to Registration
Statement No. 333-59044 on Form S-3).
(23)(a) Consent of PricewaterhouseCoopers LLP.*
(23)(b) Independent Accountants' letter regarding unaudited financial information.*
(23)(c) Consent of Thomas F. Seligson, Esq., counsel to Alcoa.**
(23)(d) Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Alcoa.**
(24) Powers of Attorney of certain officers and directors.*
(25)(a) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust
Company, N.A., as successor trustee under the Senior Indenture.*
(25)(b) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust
Company, N.A., as trustee under the Form of Subordinated Indenture.*
(25)(c) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust
Company, N.A., as trustee under the Form of Amended and Restated Trust Agreement of Alcoa
Trust I.*
(25)(d) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust
Company, N.A., as trustee under the Form of Guarantee of Alcoa for the benefit of the holders of
Trust Preferred Securities of the Alcoa Trust I.*
--------
* Filed herewith.
** To be filed by amendment or as an exhibit to a document filed under the
Securities Exchange Act of 1934 and incorporated by reference herein.