8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2001 ALCOA INC. ----------- (Exact name of Registrant as specified in its charter) Pennsylvania 1-3610 25-0317820 ------------ ------ ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 201 Isabella Street, Pittsburgh, Pennsylvania 15212-5858 --------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Office of Investor Relations 212-836-2674 Office of the Secretary 412-553-4707 ---------------------------------------------- (Registrant's telephone number, including area code) Item 5. OTHER EVENTS. On November 28, 2001, Alcoa Inc. (Alcoa) sent a letter to Hugh Morgan, Managing Director and Chief Executive Officer of WMC Limited (WMC). A copy of the letter is filed herewith as Exhibit 99.1 and is hereby incorporated herein by reference. Also filed herewith as Exhibits 99.2 - 99.6 and incorporated herein by reference are the following documents relating to the existing alliance between Alcoa and WMC known as Alcoa World Alumina and Chemicals (AWAC): . Alcoa's Summary of the Key Terms of the AWAC Agreements; . the following AWAC agreements: 1. Charter of the Strategic Council . Purpose of the AWAC Alliance, including coordination of Legal Entities through Alcoa's Industrial Leadership and Representation on certain Boards . Strategic Council - Formation, Composition, Meetings and Decision-Making o Scope of the AWAC Alliance and New Businesses o Information o Equity Calls o Leveraging and Dividend Policies o Dispute Resolution 2. Amended and Restated Limited Liability Company Agreement of Alcoa Alumina & Chemicals, L.L.C. dated as of December 31, 1994 . Scope and Capitalization . The Members - Meetings and Decisions . The Board of Representatives - Composition, Meetings and Decisions . Officers and other Personnel . Transfer Restrictions o Leveraging, Distributions and Allocations of Profits and Losses o Term and Dissolution o Dispute Resolution 3. Shareholders Agreement dated May 10, 1996 between Alcoa International Holdings Company and WMC Limited; . Definitions . Nomination of Directors . Joint Shareholder Decisions . Leveraging and Dividend Policy . Transfer Restrictions . Dispute Resolution 4. Side letter of May 16, 1995 clarifying transfer restrictions 2 Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Letter dated November 28, 2001 from Alcoa Inc. to Hugh Morgan, Managing Director and Chief Executive Officer of WMC Limited 99.2 Alcoa's Summary of the Key Terms of the AWAC Agreements 99.3 Charter of the Strategic Council 99.4 Amended and Restated Limited Liability Company Agreement of Alcoa Alumina & Chemicals, L.L.C. dated as of December 31, 1994 99.5 Shareholders Agreement dated May 10, 1996 between Alcoa International Holdings Company and WMC Limited 99.6 Side Letter of May 16, 1995 clarifying transfer restrictions 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALCOA INC. By: /s/ Lawrence R. Purtell ------------------------------------- Lawrence R. Purtell Executive Vice President and General Counsel Dated: November 28, 2001 4 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Letter dated November 28, 2001 from Alcoa Inc. to Hugh Morgan, Managing Director and Chief Executive Officer of WMC Limited 99.2 Alcoa's Summary of the Key Terms of the AWAC Agreements 99.3 Charter of the Strategic Council 99.4 Amended and Restated Limited Liability Company Agreement of Alcoa Alumina & Chemicals, L.L.C. dated as of December 31, 1994 99.5 Shareholders Agreement dated May 10, 1996 between Alcoa International Holdings Company and WMC Limited 99.6 Side Letter of May 16, 1995 clarifying transfer restrictions 5