-----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, GKSCz6SRTjaS7uXIIaojwOL2hcOM8JSHtcYIijCak3d3yOPBG9KvyxAPVBaSMq7z 4xkPkZEmB2DSOdRy+Lpc/A== 0000950153-99-001185.txt : 19990917 0000950153-99-001185.hdr.sgml : 19990917 ACCESSION NUMBER: 0000950153-99-001185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990916 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990916 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-K SEC ACT: SEC FILE NUMBER: 001-03677 FILM NUMBER: 99712672 BUSINESS ADDRESS: STREET 1: 1188 SHERBROOKE ST WEST CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148488000 8-K 1 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): September 16, 1999 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, attached hereto as Exhibit 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 September 16, 1999 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: September 16, 1999 3 4 EXHIBIT INDEX
Exhibit Number Description - ----------- ----------- (99.1) Press release of Alcan Aluminium Limited dated September 16, 1999. (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 PRESS RELEASE DATED SEPTEMBER 16,1999 1 EXHIBIT NO. 99.1: PRESS RELEASE OF ALCAN ALUMINIUM LIMITED, DATED SEPTEMBER 16, 1999 ALCAN, PECHINEY AND ALGROUP SIGN DEFINITIVE THREE-WAY COMBINATION AGREEMENT PECHINEY COMPLETES WORKERS' COUNCILS INFORMATION AND CONSULTATION SESSIONS -------------------------- MONTREAL, CANADA; PARIS, FRANCE; AND ZURICH, SWITZERLAND - [SEPTEMBER 16, 1999] - Alcan (NYSE, TSE: AL), Pechiney (NYSE, PARIS: PY) and algroup (SWX: ALUN), today jointly announced that, as anticipated in their August 11 announcement, they have now entered into a definitive three-way combination agreement. The three companies announced the signing of a memorandum of understanding ("MoU") on August 11, with Alcan and algroup also having signed a definitive two-way combination agreement. On its part, Pechiney was required, under French law, to inform and consult its workers' councils prior to entering into a definitive three-way combination agreement. That information and consultation process was completed within the anticipated time frame and the two-way combination agreement between Alcan and algroup has been replaced by the three-way agreement such that one agreement now governs the three parties. As announced on August 11, the three-way merger will be accomplished through two independent exchange offers that the parties have agreed will be initiated by Alcan. Completion of the transaction will be subject to certain conditions, the most relevant of which are: 5 2 (i) approval of the required share issuance at a meeting of Alcan shareholders, which is expected to be held in late October or early November; (ii) minimum acceptance thresholds of 67% by the shareholders of each of Pechiney and algroup in response to respective exchange offers, and; (iii) regulatory clearances and requirements. The completion of the algroup transaction also depends upon algroup completing the announced tax-free demerger of its chemical and energy business which is subject to the approval of its shareholders, anticipated to be obtained at a meeting to be held in late October. Filings in respect of regulatory clearances have been made in the United States and Canada and, with the signing of the three-way combination agreement, will now be made in Europe. Regulatory filings are also being pursued in a number of other jurisdictions. The parties confirm that the overall transaction time frame remains on track with completion of all aspects expected for early next year. With combined 1998 revenue of US$21.6 billion and operations in 59 countries, the merger of Alcan, Pechiney and algroup will create one of the world's largest aluminium companies and the global leader in both flexible and specialty packaging. The Alcan-Pechiney-algroup combination, temporarily to be referred to as A.P.A, will be a world leader in aluminium, with complementary operations and technologies, a sustainable superior low-cost position in primary aluminium, superior aluminium fabricating positions globally, and superior positioning for future low-cost growth and expansion. A.P.A. will bring together highly complementary packaging businesses with leading positions in attractive growth business areas including pharmaceuticals, food and cosmetics. 6 3 Additional information with respect to the three companies is contained in their respective securities regulatory filings and financial statements. This press release does not constitute an offering of securities, which may be made by prospectus only. Detailed information with respect to the proposed three-way combination agreement will be contained in the various formal documents, including circulars, offers, registration statements and similar documents, to be filed with securities regulatory authorities and sent to the shareholders of the three companies. CONTACTS FOR FURTHER INFORMATION ALCAN INVESTOR RELATIONS: MEDIA RELATIONS: Alan Brown Mathieu Bouchard 514-848-8368 514-848-8186 PECHINEY INVESTOR RELATIONS: CORPORATE COMMUNICATIONS: Francois-Jose Bordonado Jean-Claude Nicolas 33-1-5628-2507 33-1-5628-2422 ALGROUP INVESTOR RELATIONS: CORPORATE COMMUNICATIONS: Michel Gerber Christine Menz 41-1-386-2314 41-1-386-2495
7 EX-99.2 3 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 September 16, 1999, 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-----