-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MgAcjxVYbj8idrzOPjzi6mrT+RyQ2OO84rKbjoz0vipfrdXWBRpqKMl4ADvJlMH+ 70E/ufUrgOj6TgnNWRnNbw== /in/edgar/work/20000830/0000950123-00-008154/0000950123-00-008154.txt : 20000922 0000950123-00-008154.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950123-00-008154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000829 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCAN ALUMINIUM LTD /NEW CENTRAL INDEX KEY: 0000004285 STANDARD INDUSTRIAL CLASSIFICATION: [3334 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03677 FILM NUMBER: 713488 BUSINESS ADDRESS: STREET 1: 1188 SHERBROOKE ST WEST CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148488000 8-K 1 m07164e8-k.txt FORM 8-K 1 ================================================================================ 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): August 29, 2000 Alcan Aluminium Limited ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Canada -------------------------------------------- (State or other jurisdiction of incorporation) 1-3677 Inapplicable ---------------------- ---------------------------------- Commission File Number (I.R.S. Employer Identification No.)
1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2 ------------------------------------------------------------- (Address of principal executive offices, including postal code) (514) 848-8000 --------------------- (Registrant's telephone number, including area code) ================================================================================ 2 ITEM 5. Other Events The information set forth in the press release issued by Alcan Aluminium Limited dated August 28, 2000, attached hereto as Exhibits 99.1 is incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits (c) Exhibits 99.1 Press release of Alcan Aluminium Limited, dated August 28, 2000. 99.2 Cautionary Statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. 2 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. ALCAN ALUMINIUM LIMITED By /s/ Serge Fecteau ------------------------- Serge Fecteau Assistant Secretary Date: August 29, 2000 3 4 EXHIBIT INDEX
Exhibit Number Description (99.1) Press release of Alcan Aluminium Limited dated August 29, 2000. (99.2) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995.
4 EX-99.1 2 m07164ex99-1.txt PRESS RELEASE 1 EXHIBIT NO. 99.1: PRESS RELEASE OF ALCAN ALUMINIUM LIMITED, DATED AUGUST 28, 2000 ALCAN ALUMINIUM LIMITED LAUNCHES PUBLIC EXCHANGE OFFER FOR ALL SHARES IN ALUSUISSE GROUP LTD. Montreal, Canada -- August 28, 2000 -- On August 29, 2000 Alcan Aluminium Limited (NYSE, TSE: AL) will, as planned, launch a public exchange offer for all shares in Alusuisse Group Ltd. (algroup). Under the terms of the Combination Agreement reached between Alcan and algroup the public exchange offer provides for the issuance of 17.1 Alcan common shares in exchange for each algroup share. In addition, algroup will be making a capital repayment and paying a special dividend of CHF 90 and CHF 135 per share, respectively. algroup's shareholders approved the capital repayment and the special dividend at a meeting held on July 17, 2000. While the capital repayment will be made regardless of the outcome of Alcan's offer, the special dividend will be conditional on more than 67% of the outstanding algroup shares being tendered in acceptance of the public exchange offer. The public exchange offer is expected to be open from August 29 to September 25, 2000, 4:00 p.m. Central European Time (CET) during which period algroup shares can be tendered. The principal condition to the success of the public exchange offer is the tendering in acceptance of more than 67% of the outstanding algroup shares. At such time as the public exchange offer is declared unconditional after this minimum acceptance threshold is met, an additional acceptance period of 10 trading days will follow, which will permit the tendering of any remaining algroup shares. It is anticipated that the capital repayment and the special dividend will be paid on October 13, 2000, the second business day prior to the exchange of shares under the public exchange offer. Settlement for the algroup shares tendered during the regular offer period and the additional offer period will be on October 17, 2000. Fractions of Alcan common shares will not be issued. Instead, fractional entitlements will be distributed in cash to shareholders on October 20, 2000. THE PUBLIC EXCHANGE OFFER PROCESS algroup shareholders will be advised of the process for exchanging their shares. Questions concerning the acceptance of the public exchange offer should be directed to the shareholders' custodian banks or the exchange agent, UBS AG, at P.O. Box 8089, Zurich, tel: ++41 1 234 43 68, fax: ++41 1 236 14 72. 5 2 TABLE OF EVENTS August 29, 2000 Commencement of offer period September 25, 2000, 4:00 p.m. CET End of regular offer period September 28, 2000 Start of additional 10 trading day acceptance period October 11, 2000, 4:00 p.m. CET End of additional 10 trading day acceptance period October 13, 2000 Payment of the special dividend and capital repayment to algroup shareholders October 17, 2000 Settlement of the share exchange October 20, 2000 Settlement in cash for fractional shares THE ALCAN-ALGROUP MERGER The merger will result in the creation of a dynamic global leader in aluminium and specialty packaging, with combined 1999 sales and operating revenues of USD 12.4 billion and approximately 53,000 employees. The company will: (bullet) be one of the world's largest aluminium companies with complementary operations and technologies, with a low-cost position in primary aluminium and advanced aluminium fabrication facilities; (bullet) provide opportunities for future low-cost growth and expansion; (bullet) be a global packaging supplier to the food, pharmaceutical and personal care industries; (bullet) combine the automotive leadership positions of algroup in Europe and Alcan in North America. In accordance with stock exchange regulations, Alcan has suspended purchases of its common shares under the Normal Course Issuer Bid announced in its press release of 15 June 2000. This suspension will remain in place during the public exchange offer period and the additional acceptance period. Alcan is a multinational, market-driven, low-cost producer of aluminium products. With operations in over 30 countries, Alcan is one of the most international aluminium companies. It is a leading producer of primary metal and a global producer and marketer of rolled aluminium products. THE PUBLIC EXCHANGE OFFER IS NOT BEING MADE IN THE UNITED STATES OR TO UNITED STATES PERSONS, AS DEFINED UNDER U.S. SECURITIES REGULATIONS. 6 3 Alcan Media Contact: Marc Osborne (514) 848-1342 algroup Media Contact: Christine Menz +41-1-386-2595 Alcan Investor Contact: Denis O'Brien (514) 848-8368 7 EX-99.2 3 m07164ex99-2.txt CAUTIONARY STATEMENT 1 EXHIBIT NO. 99.2: CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Written or oral statements made by Alcan or its representatives, including statements set forth in Alcan's press release issued on August 28, 2000, which describe the Company's or management's objectives, projections, estimates, expectations or predictions of the future may be "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,", "will," "should," "estimates," "anticipates" or the negative thereof or other variations thereon. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and that the Company's actual results could differ materially from those expressed or implied in such forward-looking statements or could affect the extent to which a particular projection is realized. Important factors which could cause the Company's actual performance to differ materially from projections or expectations included in forward-looking statements include global aluminum supply and demand conditions, aluminum ingot prices and changes in other raw materials costs and availability, cyclical demand and pricing within the principal markets for the Company's products, changes in government regulations, particularly those affecting environmental, health or safety compliance, economic developments and other factors within the countries in which the Company operates or sells its products and other factors relating to the Company's ongoing operations including, but not limited to, litigation, labour negotiations and fiscal regimes. Copies of the Company's filings may be obtained by contacting the Company or the United States Securities and Exchange Commission. 8 -----END PRIVACY-ENHANCED MESSAGE-----