-----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, Qv+vbW5ItZPbRkSCorrjKLBzcLhwWeKIFRHR8yx3+jAm42Zhylkt7d9hn70j2HOy DMLt3eUIWfO4VgzrZCxstA== /in/edgar/work/0000950123-00-009790/0000950123-00-009790.txt : 20001030 0000950123-00-009790.hdr.sgml : 20001030 ACCESSION NUMBER: 0000950123-00-009790 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001027 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001027 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: 747337 BUSINESS ADDRESS: STREET 1: 1188 SHERBROOKE ST WEST CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148488000 8-K 1 m07843e8-k.txt ALCAN ALUMINIUM LIMITED 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): October 27, 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 releases issued by Alcan Aluminium Limited dated October 12, 2000 and October 18, 2000, attached hereto as Exhibits 99.1 and 99.2 are 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 October 12, 2000. 99.2 Press release of Alcan Aluminium Limited, dated October 18, 2000. 99.3 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: October 27, 2000 3 4 EXHIBIT INDEX
Exhibit Number Description (99.1) Press release of Alcan Aluminium Limited dated October 12, 2000. (99.2) Press release of Alcan Aluminium Limited dated October 18, 2000. (99.3) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995.
4 EX-99.1 2 m07843ex99-1.txt PRESS RELEASE 1 EXHIBIT NO. 99.1: Press release of Alcan Aluminium Limited, dated October 12, 2000 Press Release ALCAN LOGO - ------------------------------------------------------------------ FINAL RESULT OF ALCAN'S SHARE EXCHANGE OFFER FOR THE SHARES OF ALGROUP Montreal, Canada -- October 12, 2000 -- Alcan Aluminium Limited (NYSE, TSE: AL) is pleased to report that during the additional acceptance period of Alcan's Share Exchange Offer that ended yesterday, based upon a preliminary count, 6,757,415 shares in Alusuisse Group Ltd. (algroup) representing 99.52% of the registered shares outstanding were tendered in acceptance of the Offer. "We are very happy with the vote of confidence expressed by algroup shareholders in tendering their shares, thus enabling the new Alcan to become a world leader in aluminum and packaging," said Jacques Bougie, President and CEO of Alcan Aluminium Limited. Accordingly, Alcan will become the owner of 99.52% of algroup shares and algroup will become a member of the Alcan Group. The exchange of 17.1 Alcan shares for each algroup share tendered will take place on October 17, 2000. Thereafter, Alcan will begin the process to obtain ownership of the remaining algroup shares. Algroup will be making a capital repayment and paying a special dividend of CHF 90 and CHF 135 per algroup share, respectively, on October 13, 2000, to its shareholders of record on that day. Alcan is a multinational, market-driven, low-cost producer of aluminum products. With operations in over 30 countries, Alcan is one of the most international aluminum companies. It is a leading producer of primary metal and a global producer and marketer of rolled aluminum products. -30- Media Contact: Marc Osborne (514) 848-1342 Investor Contact: Michael Hanley (514) 848-8368 5 EX-99.2 3 m07843ex99-2.txt PRESS RELEASE 1 EXHIBIT NO. 99.2: Press release of Alcan Aluminium Limited, dated October 18, 2000 Press Release ALCAN LOGO - --------------------------------------------------------------------- MERGER A SUCCESS LAUNCH OF THE NEW ALCAN Montreal, Canada; Zurich, Switzerland -- October 18, 2000 -- Alcan Aluminium Limited (NYSE, TSE: AL) is pleased to report that the exchange of the shares was completed yesterday, thus finalizing the merger of algroup with Alcan. The new Alcan will be a global leader in both the aluminum and packaging industries. Looking at the whole, the new Alcan adds up to a $12.4 billion global company with significant operations in both packaging and aluminum and with facilities spanning the globe. - -- The new Alcan is a global leader in aluminum and packaging. In upstream activities, the company is stronger than ever with over half its smelter capacity in the lowest third of the cost curve. The addition of algroup's low-cost alumina assets will allow it to further advance this low-cost position. - -- In aluminum fabrication, the new Alcan has a strong global position in low-cost, high-quality rolled products with world-class facilities in North and South America, Europe and Asia. Furthermore, the automotive industry offers exciting opportunities for growth for aluminum. The new Alcan will be a leading supplier to the automotive industry. - -- algroup was already the global leader in flexible and specialty packaging and Alcan's foil business in Europe, North and South America will be attractive additions to that position. The new Alcan will be well placed to take advantage of opportunities that present themselves as this fragmented industry consolidates. This sector represents a significant growth opportunity in the future. Furthermore, the new Alcan will be a global solutions provider to its customers, and a reliable partner offering the material solutions that turn today's ideas into tomorrow's innovations. "Our customer focus, our technologies, our skills, our reputation and our track record will make us the preferred global solutions provider to our customers," said Jacques Bougie, President and CEO, Alcan. Alcan is a multinational, market-driven, US$12.4 billion organization and one of the world's largest aluminum and packaging companies. Alcan maintains a low-cost position in primary aluminum, advanced aluminum fabrication facilities and a $2.8 billion global flexible and specialty packaging business. With operations in 37 countries and 53,000 employees, Alcan is well positioned to capitalize on growth opportunities and to generate added value for its customers and shareholders. 6 2 Media Contact: World Headquarters Marc Osborne (514) 848-1342 Europe Christine Menz +41 1 386 24 95 Investor Contact: Michael Hanley (514) 848-8368 7 EX-99.3 4 m07843ex99-3.txt CAUTIONARY STATEMENT RE: SAFE HARBOR PROVISIONS 1 EXHIBIT NO. 99.3: 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 releases issued on October 12, 2000 and October 18, 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-----