-----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, PtD8bKi27Ive6QUloy1mfcCyRoQ3Q6UvXieodXCYLAeI0NprMinqjf22AYelOk8q VtTlDjJ2rWkW/uU+1I23MQ== 0000950123-99-003729.txt : 19990427 0000950123-99-003729.hdr.sgml : 19990427 ACCESSION NUMBER: 0000950123-99-003729 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALCAN ALUMINIUM LTD /NEW CENTRAL INDEX KEY: 0000004285 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-03677 FILM NUMBER: 99601189 BUSINESS ADDRESS: STREET 1: 1188 SHERBROOKE ST WEST CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148488000 8-A12B/A 1 ALCAN ALUMINUM LIMITED 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO.3 For Registration of Certain Classes of Securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ALCAN ALUMINIUM LIMITED (Exact name of registrant as specified in charter) Canada Inapplicable ------ ------------ (state of incorporation (I.R.S. Employer or organization) Identification No.) 1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2 -------------------------------------------------------------- (Address of principal executive offices, including postal code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to be to be so registered registered ------------------- ------------------------- Common Share Purchase Rights New York Stock Exchange, Inc. Chicago Stock Exchange, Incorporated The Pacific Stock Exchange Incorporated Securities to be registered pursuant to Section 12(g) of the Act: None --------------------------------------------------------------------- (Title of Class) 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Application for Registration on Form 8-A dated December 21, 1989 and as amended on March 22, 1990 and May 5, 1995 as set forth in the pages attached hereto: Item 1. Description of Securities To Be Registered The Shareholders were asked at the Meeting to adopt a resolution to amend and restate the existing Shareholder Rights Plan ("Rights Plan") which is set out in full in the Shareholder Rights Agreement ("Plan Agreement") between Alcan and CIBC Mellon Trust Company (successor to The Royal Trust Company) as trustee ("Rights Agent") dated 14 December 1989, as subsequently amended. The purpose of the resolution is to enable Alcan to continue to have in place the protection afforded by a rights plan beyond the expiry of the existing Rights Plan (14 December 1999). The resolution extends that termination date and makes the other amendments suitable to the form of plans being adopted by Canadian companies currently. The resolution mentioned above received approval by a majority of the votes cast on the matter at the Meeting. The following are the highlights of the amendments which were made to the Rights Plan: (Bullet) the Rights Plan will terminate on 1 May 2008, (Bullet) the Rights Plan must be reconfirmed by the Shareholders at the annual meetings of the Shareholders in each of the years 2002 and 2005, (Bullet) the definition of "Beneficial Owner" is modified to exclude a person holding voting rights over Shares, (Bullet) certain residual discretion of the Board is removed, and (Bullet) a Permitted Bid must remain open for 60 calendar days instead of 75 calendar days. Item 2. Exhibits 1. Shareholder Rights Agreement dated as of December 14, 1989, as amended and restated on April 24, 1995 and on April 22, 1999, between Alcan Aluminium Limited and CIBC Mellon Trust Company, as Rights Agent, which includes the form of Rights Certificate. (Incorporated by reference to Schedule B of the Management Proxy Circular filed as Exhibit 99 to the Annual Report on Form 10-K of the Company for the year ended December 31, 1998.) 2 3 2. Press release dated April 22, 1999. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereto duly authorized. ALCAN ALUMINIUM LIMITED By /s/ Roy Millington ------------------------ Roy Millington Assistant Secretary Dated: April 22, 1999 3 4 INDEX TO EXHIBITS
Sequential Exhibit No. Page No. - ----------- ---------- Exhibit 1. Shareholder Rights Agreement dated as of December 14, 1989, as amended and restated on April 24, 1995, and on April 22, 1999 between Alcan Aluminium Limited and CIBC Mellon Trust Company, as Rights Agent, which includes the form of Rights Certificate. (Incorporated by reference to Schedule B of the Management Proxy Circular filed as Exhibit 99 to the Annual Report on Form 10-K of the Company for the year ended December 31, 1998.) -- Exhibit 2. Press release dated April 22, 1999. --
4 EX-99.2 2 PRESS RELEASE 1 Exhibit 2 PRESS RELEASE [LOGO] - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ALCAN AMENDS ITS SHAREHOLDER RIGHTS PLAN MONTREAL, CANADA - APRIL 22, 1999 - Alcan Aluminium Limited announces that its Shareholders approved certain amendments to the Shareholder Rights Plan. The Rights Plan is set out in full in Alcan's Management Proxy Circular, issued in March for its Annual Meeting held today. The highlights of the amendments made to the Rights Plan are the following: (Bullet) the Rights Plan will terminate on 1 May 2008 (Bullet) the Rights Plan must be reconfirmed by the Shareholders at the Annual Meeting of Shareholders in each of years 2002 and 2005 (Bullet) the definition of "Beneficial Owner" has been modified to exclude a person holding voting rights over Shares (Bullet) certain residual discretion of the Board has been removed, and (Bullet) a Permitted Bid must remain open for 60 calendar days instead of 75 calendar days Alcan's Shareholder Rights Plan was originally adopted on 14 December 1989. Alcan is a multinational, market-driven, low-cost producer of aluminum products. With operations and sales offices in over 30 countries, Alcan is one of the most international aluminum companies in the world. It is a leading producer of primary metal and a global producer and marketer of rolled aluminum products. - 30 - - -------------------------------------------------------------------www.alcan.com Alcan Aluminium Limited Media contact: Alain Bergeron 1188 Sherbrooke Street West Tel.: 1 (514) 848-8232 Montreal, Quebec H3A 3G2 Investor contact: Alan G. Brown Canada Tel.: 1 (514) 848-8368 5 -----END PRIVACY-ENHANCED MESSAGE-----