-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rn+XfKs1pB5vp7mHvO8ptBl5/idP8bNAtX28Wfc4n9bvf+y3JFAw2htJTOsLje2w Kr3SQsQsGBCErMOkcavrpQ== 0000004281-95-000005.txt : 19950619 0000004281-95-000005.hdr.sgml : 19950619 ACCESSION NUMBER: 0000004281-95-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 000-49109 REFERENCES 429: 33 FILED AS OF DATE: 19950616 EFFECTIVENESS DATE: 19950705 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALUMINUM CO OF AMERICA CENTRAL INDEX KEY: 0000004281 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 250317820 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60305 FILM NUMBER: 95547545 BUSINESS ADDRESS: STREET 1: 1501 ALCOA BLDG CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4125532136 S-8 1 As filed with the Securities and Exchange Commission on June 16, 1995 Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ALUMINUM COMPANY OF AMERICA (Exact name of issuer as specified in its charter) Pennsylvania 25-0317820 (State of Incorporation) (I.R.S. Employer Identification No.) 425 Sixth Avenue, Alcoa Building, Pittsburgh, Pennsylvania 15219-1850 (Address of principal executive office, including zip code) LONG TERM STOCK INCENTIVE PLAN OF ALUMINUM COMPANY OF AMERICA (Full Title of Plan) Denis A. Demblowski, Assistant Secretary and Managing General Attorney 425 Sixth Avenue, Alcoa Building, Pittsburgh, Pennsylvania 15219-1850 (Name and address of agent for service) Telephone number of agent for service (412) 553-3856
CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed maximum Amount of Securities to be to be maximum offering aggregate registration registered registered price per share offering price fee Aluminum Company of America, common stock $1 par value ... 8,8000,000 $44.50(1) $391,600,000(1) $135,034.49 (1) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of shares of the Registrant's Common Stock reported in the consolidated reporting system on June 14, 1995
The contents of Registration Statement No. 33-49109 on Form S-8 are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, the Commonwealth of Pennsylvania, on this 16th day of June, 1995. ALUMINUM COMPANY OF AMERICA (Registrant) /s/Ronald R. Hoffman Ronald R. Hoffman Executive Vice President Human Resources, Quality and Communications Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/Paul H. O'Neill Chairman of the Board June 16, 1995 Paul H. O'Neill and Chief Executive Officer (Principal Executive Officer) /s/Jan H. M. Hommen Executive Vice President & June 16, 1995 Jan H. M. Hommen Chief Financial Officer (Principal Executive Officer) /s/Earnest J. Edwards Vice President & Controller June 16, 1995 Earnest J. Edwards (Principal Accounting Officer) Kenneth W. Dam, John P. Diesel, Joseph T. Gorman, Judith M. Gueron, Ronnie C. Hampel, John P. Mulroney, Paul H. O'Neill, Sir Arvi Parbo, Henry B. Schacht, Forrest N. Shumway, Franklin A. Thomas and Marina v.N. Whitman, each as a Director, on June 16, 1995, by Barbara S. Jeremiah, their attorney-in-fact. /s/Barbara S. Jeremiah Barbara S. Jeremiah Attorney-in-fact INDEX TO EXHIBITS Exhibit Number Description 5 Opinion of Denis A. Demblowski, Managing General Attorney of the Company. 15 Letter from Independent Public Accountants regarding unaudited financial information. 23(a) Consent of Coopers & Lybrand L.L.P. 23(b) Consent of Counsel (included in Exhibit 5). 24 Powers of Attorney for certain officers and directors of the Company. EX-5 2 Exhibit 5 June 16, 1995 Aluminum Company of America 1501 Alcoa Building Pittsburgh, PA 15219 Ladies and Gentlemen: You have requested my opinion as to the legality of any original issue shares, up to 8,800,000 shares, of common stock, par value $1.00 per share, of Aluminum Company of America (the "Company") which may be distributed pursuant to the Company's Long Term Stock Incentive Plan (the "Plan") (formerly named the "Employee's Stock Option Plan"), which shares of common stock you are seeking to register with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended. As a Managing General Attorney of the Company I am generally familiar with its legal affairs. In addition, I have examined such documents as I have deemed appropriate for the purpose of this opinion. In my opinion, if authorized but previously unissued shares of common stock of the Company shall be issued and sold or delivered to participants in the Plan pursuant to the provisions thereof, the said shares of common stock will be legally issued, fully paid and non-assessable. I hereby consent to be named, in the registration statement, and amendments thereof, by which the securities to be issued pursuant to the Plan are registered with the Securities and Exchange Commission, and in any prospectus which is a part thereof, as counsel for the Company who has passed upon the legality of the securities registered thereby. I further consent to the filing of this opinion as an exhibit to the registration statement. I do not concede by these consents that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or by the rules and regulations of the Securities and Exchange Commission under that Act. Very truly yours, /s/DENIS A. DEMBLOWSKI Denis A. Demblowski Managing General Attorney EX-15 3 Exhibit 15 June 15, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Aluminum Company of America Registration Statement on Form S-8 We are aware that our report dated April 7, 1995, accompanying interim financial information of Aluminum Company of America and subsidiaries for the three month period ended March 31, 1995 and included in Alcoa's Quarterly Report on Form 10-Q for the quarter then ended, is incorporated by reference in this registration statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. Very truly yours, /s/COOPERS & LYBRAND L.L.P. EX-23 4 Exhibit 23(a) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus forming part of the Registration Statement on Form S-8, relating to the Long Term Stock Incentive Plan of Aluminum Company of America and the shares of common stock to be issued in accordance with the Plan, of our reports dated January 11, 1995 on our Audits of the consolidated financial statements and financial statement schedule of Aluminum Company of America and consolidated subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994 which reports are incorporated by reference or included in the Company's 1994 Annual Report on Form 10-K for the fiscal year ended December 31, 1994. /s/COOPERS & LYBRAND L.L.P. Pittsburgh, Pennsylvania June 15, 1995 EX-24 5 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned Directors of Aluminum Company of America (the "Company") hereby constitutes and appoints JAN H. M. HOMMEN, HOWARD W. BURDETT, EARNEST J. EDWARDS and BARBARA S. JEREMIAH, or any of them, his or her true and lawful attorneys and agents to do any and all acts and things and execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable or may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of shares of common stock of the Company to be issued and distributed pursuant to the Long Term Stock Incentive Plan of the Company or any successor plan, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of each of the undersigned Directors of the Company in the capacity of Director thereof to any registration statement to be filed with the Securities and Exchange Commission in respect of said Plan or successor plan and shares of common stock, or either of them, to any and all pre-effective amendments, post-effective amend- ments and supplements to any such registration statement, and to any instruments or documents filed as part of or in connection with any such registration statement or pre-effec- tive amendments or post-effective amendments or supplements thereto; and the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date set opposite his or her name below. /S/Kenneth W. Dam 1/13/95 /s/Sir Arvi Parbo 1/13/95 Kenneth W. Dam Sir Arvi Parbo /s/John P. Diesel 1/13/95 /s/Henry B. Schacht 1/13/95 John P. Diesel Henry B. Schacht /s/Joseph T. Gorman 1/13/95 /s/Forrest N. Shumway 1/13/95 Joseph T. Gorman Forrest N. Shumway /s/Judith M. Gueron 1/13/95 /s/Franklin A. Thomas 1/13/95 Judith M. Gueron Franklin A. Thomas /s/Ronnie C. Hampel 1/13/95 /s/Marina v.N. Whitman 1/13/95 Ronnie C. Hampel Marina v.N. Whitman /s/John P. Mulroney 1/13/95 John P. Mulroney -----END PRIVACY-ENHANCED MESSAGE-----