UNITED STATES
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): April 29, 2011 (April 28, 2011)
ALCOA INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 1-3610 | 25-0317820 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 390 Park Avenue, New York, New York | 10022-4608 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Office of Investor Relations 212-836-2674
Office of the Secretary 212-836-2732
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On April 28, 2011 and April 29, 2011, Alcoa Inc. issued two press releases relating to its tender offer for its outstanding 6.00% Notes due 2013. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following are filed as exhibits to this report:
| 99.1 | Alcoa Inc. press release dated April 28, 2011. |
| 99.2 | Alcoa Inc. press release dated April 29, 2011. |
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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/ Donna Dabney | |
| Name: | Donna Dabney | |
| Title: | Vice President, Secretary | |
Date: April 29, 2011
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Alcoa Inc. press release dated April 28, 2011. | |
| 99.2 | Alcoa Inc. press release dated April 29, 2011. | |
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Exhibit 99.1
[Alcoa logo]
FOR IMMEDIATE RELEASE
| Investor Contact | Media Contact | |
| Roy Harvey | Michael E. Belwood | |
| (212) 836-2674 | (812) 604-0530 |
Alcoa Announces Removal of Maximum Tender Amount Cap
for 6.00% Notes due 2013
New York, NY, April 28, 2011 — Alcoa Inc. announced today that it is removing the Maximum Tender Amount cap for its Maximum Tender Offer of 6.00% Notes due 2013, which was $750 million in cash less the aggregate purchase price of the 5.375% Notes due 2013 accepted for purchase pursuant to the Any and All Tender Offer.
Alcoa will accept any and all of the 5.375% Notes due 2013 and up to $400 million in cash (the Maximum Purchase Sublimit) of the 6.00% Notes due 2013 validly tendered on or prior to 5:00 p.m., Eastern Time, on May 12, 2011.
The Tender Offers are being made upon and subject to the terms and conditions set forth in the Offer to Purchase dated April 13, 2011 and the related Letter of Transmittal.
Alcoa’s obligation to accept for payment and to pay for the 5.375% Notes and the 6.00% Notes is subject to the satisfaction or waiver of certain conditions specified in the Offer to Purchase.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Coordinating Dealer Managers and Morgan Stanley & Co. Incorporated is acting as Dealer Manager for the Tender Offers. The Depositary and the Information Agent in all places other than Luxembourg is Global Bondholder Services Corporation. The Luxembourg Agent for the Any and All Tender Offer is Deutsche Bank Luxembourg S.A. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at 866-804-2200 or the Luxembourg Agent at 00352-421-22-643. Questions regarding the Tender Offers should be directed to Citigroup Global Markets Inc., Liability Management Group, at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-3424 (collect); or Morgan Stanley & Co. Incorporated, Liability Management Group, at (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The tender offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Alcoa
Alcoa is the world’s leading producer of primary and fabricated aluminum, as well as the world’s largest miner of bauxite and refiner of alumina. In addition to inventing the modern-day aluminum industry, Alcoa innovation has been behind major milestones in the aerospace, automotive, packaging, building and construction, commercial transportation, consumer electronics and industrial markets over the past 120 years. Among the solutions Alcoa markets are flat-rolled products, hard alloy extrusions, and forgings, as well as Alcoa® wheels, fastening systems, precision and investment castings, and building systems in addition to its expertise in other light metals such as titanium and nickel-based super alloys. Sustainability is an integral part of Alcoa’s operating practices and the product design and engineering it provides to customers. Alcoa has been a member of the Dow Jones Sustainability Index for nine consecutive years and approximately 75 percent of all of the aluminum ever produced since 1888 is still in active use today. Alcoa employs approximately 59,000 people in 31 countries across the world. More information can be found at www.alcoa.com.
Forward-Looking Statements
This release contains statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “estimates,” “expects,” “forecasts,” “outlook,” “plans,” “projects,” “should,” “targets,” “will,” or other words of similar meaning. All statements that reflect Alcoa’s expectations, assumptions, or projections about the future other than statements of historical fact are forward-looking statements, including, without limitation, anticipated financial results, operating performance or achievement of enhancements in debt maturity profile, or expected timing of settlement or other events. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, and other factors and are not guarantees of future performance. Actual results, performance, or outcomes may differ materially from those expressed in or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in aluminum industry conditions, including global supply and demand conditions and fluctuations in London Metal Exchange-based prices for primary aluminum, alumina and other products; (b) unfavorable changes in general business and economic conditions; (c) disruptions or volatility in the global financial markets; and (d) the other risk factors summarized in Alcoa’s Form 10-K for the year ended December 31, 2010 and other reports filed with the Securities and Exchange Commission. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.
Exhibit 99.2
[Alcoa logo]
FOR IMMEDIATE RELEASE
| Investor Contact | Media Contact | |
| Roy Harvey | Michael E. Belwood | |
| (212) 836-2674 | (812) 604-0530 |
Alcoa Announces Preliminary Results of Tender Offer
for 6.00% Notes due 2013
and Extension of Early Tender Date
New York, NY, April 29, 2011 — Alcoa announced today preliminary results of its Maximum Tender Offer for its outstanding 6.00% Notes due 2013.
As of the Maximum Tender Early Tender Date, which was 5 p.m. Eastern Time on April 28, 2011, the aggregate principal amount of 6.00% Notes validly tendered and not withdrawn was $319,940,000 representing 42.66% of the $750,000,000 aggregate principal amount of the 6.00% Notes outstanding.
Alcoa also announced today the extension of the Maximum Tender Early Tender Date to coincide with the final expiration of the Maximum Tender Offer. Accordingly, all holders of 6.00% Notes that are validly tendered at or prior to 5 p.m. Eastern Time on May 12, 2011, unless extended or earlier terminated (such date and time, the Expiration Date), and that are accepted for purchase pursuant to the Maximum Tender Offer, will receive the applicable tender offer consideration plus the applicable early tender premium.
Withdrawal rights in connection with the Maximum Tender Offer expired at the Withdrawal Deadline, which was 5 p.m. Eastern Time on April 28, 2011. Tendered 6.00% Notes, whether submitted prior or subsequent to such time, may not be withdrawn.
The Maximum Tender Offer is being made upon and subject to the terms and conditions set forth in the Offer to Purchase dated April 13, 2011 and the related Letter of Transmittal. As announced on April 28, 2011, Alcoa will accept up to $400 million in cash (the Maximum Purchase Sublimit) of the 6.00% Notes validly tendered on or prior to the Expiration Date.
Payment for 6.00% Notes purchased in the Maximum Tender Offer will include accrued and unpaid interest from and including the last interest payment date applicable to the 6.00% Notes up to, but not including, the settlement date. The settlement date for 6.00% Notes validly tendered on or prior to the Expiration Date is expected to be one business day following the Expiration Date.
Alcoa’s obligation to accept for payment and to pay for the 6.00% Notes is subject to the satisfaction or waiver of certain conditions specified in the Offer to Purchase.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Coordinating Dealer Managers and Morgan Stanley & Co. Incorporated is acting as Dealer Manager for the Tender Offers. The Depositary and the Information Agent in all places other than Luxembourg is Global Bondholder Services Corporation. The Luxembourg Agent for the Any and All Tender Offer is Deutsche Bank Luxembourg S.A. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at 866-804-2200 or the Luxembourg Agent at 00352-421-22-643. Questions regarding the Tender Offers should be directed to Citigroup Global Markets Inc., Liability Management Group, at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-3424 (collect); or Morgan Stanley & Co. Incorporated, Liability Management Group, at (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The tender offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Alcoa
Alcoa is the world’s leading producer of primary and fabricated aluminum, as well as the world’s largest miner of bauxite and refiner of alumina. In addition to inventing the modern-day aluminum industry, Alcoa innovation has been behind major milestones in the aerospace, automotive, packaging, building and construction, commercial transportation, consumer electronics and industrial markets over the past 120 years. Among the solutions Alcoa markets are flat-rolled products, hard alloy extrusions, and forgings, as well as Alcoa® wheels, fastening systems, precision and investment castings, and building systems in addition to its expertise in other light metals such as titanium and nickel-based super alloys. Sustainability is an integral part of Alcoa’s operating practices and the product design and engineering it provides to customers. Alcoa has been a member of the Dow Jones Sustainability Index for nine consecutive years and approximately 75 percent of all of the aluminum ever produced since 1888 is still in active use today. Alcoa employs approximately 59,000 people in 31 countries across the world. More information can be found at www.alcoa.com.
Forward-Looking Statements
This release contains statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “estimates,” “expects,” “forecasts,” “outlook,” “plans,” “projects,” “should,” “targets,” “will,” or other words of similar meaning. All statements that reflect Alcoa’s expectations, assumptions, or projections about the future other than statements of historical fact are forward-looking statements, including, without limitation, anticipated financial results, operating performance or achievement of enhancements in debt maturity profile, or expected timing of settlement or other events. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, and other factors and are not guarantees of future performance. Actual results, performance, or outcomes may differ materially from those expressed in or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in aluminum industry conditions, including global supply and demand conditions and fluctuations in London Metal Exchange-based prices for primary aluminum, alumina and other products; (b) unfavorable changes in general business and economic conditions; (c) disruptions or volatility in the global financial markets; and (d) the other risk factors summarized in Alcoa’s Form 10-K for the year ended December 31, 2010 and other reports filed with the Securities and Exchange Commission. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.