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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): May 3, 2000
ALCOA INC.
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 1-3610 25-0317820
(State of Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
201 ISABELLA STREET, PITTSBURGH, PENNSYLVANIA 15212-5858
(Address of Principal Executive Offices) (Zip Code)
OFFICE OF INVESTOR RELATIONS 412-553-3042
OFFICE OF THE SECRETARY 412-553-4707
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On May 3, 2000, the Registrant issued the following press release:
ALCOA COMPLETES MERGER WITH REYNOLDS METALS
PITTSBURGH, PA. AND RICHMOND, VA., MAY 3, 2000 - Alcoa Inc. and Reynolds
Metals Company announced today that the U.S. Department of Justice and the
European Union have approved their proposed merger and that the merger has
been completed. Reynolds shareholders had already approved the merger on
February 11.
The merger adds impressive strengths to Alcoa's worldwide operations,
including the Reynolds brand name, its packaging and consumer products
businesses, smelting operations, manufacturing operations serving the
construction and transportation markets, and bauxite reserves in Brazil,
Guyana and Guinea.
Under the terms of a consent decree entered into with the DOJ and an
undertaking agreed with the EU, Alcoa will sell a 25% interest in Reynolds'
Longview, Washington aluminum smelter, as well as Reynolds' interest in
three alumina refineries: Worsley, Australia (56% owned); Stade, Germany
(50% owned); and Sherwin, Texas (100% owned).
Three of Reynolds four global business units will be fully merged with
Alcoa:
* Packaging and Consumer business (1999 revenue of $1.45 billion);
* Construction and Distribution business (1999 revenue of $1.02
billion); and
* Transportation business (1999 revenue of $400 million).
In addition, from Reynolds Base Materials business, approximately one
million metric tons of smelting capacity, bauxite reserves and two
petroleum coke plants will be merged into Alcoa.
"We are extremely pleased to complete this merger and welcome Reynolds
employees to Alcoa," said Alcoa President and CEO Alain Belda. "We will
rapidly integrate Reynolds and thereby create additional value for Alcoa
and Reynolds customers and other stakeholders."
With respect to the Reynolds businesses to be sold under the regulatory
approvals, Mr. Belda observed, "The business case for the merger remains
compelling, and proceeds from the sale of the divested assets will
contribute significantly to investment in further profitable growth for
Alcoa."
Shares of Reynolds stock will cease trading on the New York Stock Exchange
at the close of business today. As a result of the merger, each outstanding
Reynolds share was converted into 1.06 shares of Alcoa common stock.
Reynolds shareholders who hold their own stock certificates will receive
notice in the mail regarding the process to exchange their shares for Alcoa
stock. Reynolds shareholders whose shares are held through banks or brokers
will receive information about their holdings from those institutions.
EDITORIAL CONTACTS:
Bonita A. Cersosimo
Alcoa
Phone: 1 412 553 4462
LouAnne Nabhan
Reynolds Metals
Phone: 1 804 281 2171
INVESTOR RELATIONS:
Edgar M. Cheely, Jr.
Alcoa
Phone: 1 412 553 2231
Julian H. Taylor
Reynolds Metals
1 804 281 4505
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
dated May 3, 2000.
8.2 Opinion of Wachtell, Lipton, Rosen & Katz, dated May 3, 2000.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP,
dated May 4, 2000.
23.2 Consent of Wachtell, Lipton, Rosen & Katz, dated May 4, 2000.
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/ Lawrence R. Purtell
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Date: May 8, 2000
EXHIBIT INDEX
Exhibit No. Exhibit Name Page Number
- ----------- ------------ -----------
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
dated May 3, 2000.
8.2 Opinion of Wachtell, Lipton, Rosen & Katz, dated May 3, 2000,
addressed to Reynolds Metals Company.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP,
dated May 4, 2000.
23.2 Consent of Wachtell, Lipton, Rosen & Katz, dated May 4, 2000.
[Skadden, Arps Letterhead]
May 3, 2000
Alcoa Inc.
201 Isabella Street
Pittsburgh, Pennsylvania 15212-5858
Ladies and Gentlemen:
We have acted as tax counsel to Alcoa Inc. ("Alcoa"), a
Pennsylvania corporation, in connection with (i) the Merger, as defined and
described in the Agreement and Plan of Merger, dated as of August 18, 1999
(the "Merger Agreement"), among Alcoa, RLM Acquisition Corp., a Delaware
corporation and a newly-formed, wholly-owned subsidiary of Alcoa ("Merger
Sub") and Reynolds Metals Company, a Delaware corporation ("Reynolds"), and
(ii) the preparation and filing of the registration statement on Form S-4
(the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, on
December 30, 1999, which includes the proxy statement of Reynolds and the
prospectus of Alcoa (the "Proxy Statement/Prospectus"). At your request and
pursuant to Section 6.2(a) of the Merger Agreement, we are rendering our
opinion concerning certain United States federal income tax consequences of
the Merger. Unless otherwise indicated, each capitalized term used herein
has the meaning ascribed to it in the Merger Agreement.
In connection with this opinion, we have examined the Merger
Agreement, the Proxy Statement/Prospectus and such other documents as we
have deemed necessary or appropriate in order to enable us to render the
opinion below. We have relied, with the consent of Alcoa and the consent of
Reynolds, upon statements, representations and covenants made by Alcoa,
Reynolds and Merger Sub, including representations and covenants made to us
by Alcoa and Reynolds in their respective certificates dated as of the date
hereof and delivered to us for purposes of this opinion, and have assumed
that such statements and representations are true without regard to any
qualifications as to knowledge and belief. For purposes of this opinion, we
have assumed (i) the validity and accuracy of the documents and corporate
records that we have examined and the facts and representations concerning
the Merger that have come to our attention during our engagement, (ii) the
genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such documents, (iii) that the Merger will be consummated in accordance
with the terms of the Merger Agreement and as described in the Proxy
Statement/Prospectus and that none of the terms and conditions contained
therein will have been waived or modified in any respect prior to the
Effective Time, and (iv) that the Merger will qualify as a statutory merger
under the applicable laws of the State of Delaware and the Commonwealth of
Pennsylvania.
In rendering our opinion, we have considered the applicable
provisions of the Code, Treasury Department regulations promulgated
thereunder, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service (the "IRS") and such other authorities as we have
considered relevant. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are subject to change
at any time (possibly with retroactive effect). A change in the authorities
or the truth, accuracy or completeness of any of the facts, information,
documents, corporate records, covenants, statements, representations or
assumptions on which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) (i) in applicable law or
(ii) in any fact, information, document, corporate record, covenant,
statement, representation or assumption stated herein that becomes untrue,
incorrect or incomplete.
Subject to the assumptions set forth above, and the
assumptions and qualifications set forth in the discussion in the Proxy
Statement/Prospectus under the heading "United States Federal Income Tax
Consequences of the Merger" (the "Discussion"), in our opinion the Merger
will qualify as a reorganization within the meaning of Section 368(a) of
the Code. The opinion set forth above does not address all of the United
States federal income tax consequences of the Merger. Except as expressly
set forth above, we express no other opinion, including, without
limitation, any opinion as to the United States federal, state, local,
foreign or other tax consequences. Further, there can be no assurances that
the opinion expressed herein will be accepted by the IRS or, if challenged,
by a court.
This letter is furnished to you solely for use in connection
with the Merger, as described in the Merger Agreement and the Proxy
Statement/Prospectus, and is not to be used, circulated, quoted, or
otherwise referred to for any other purpose without our express written
permission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
[Letterhead of Wachtell, Lipton]
May 3, 2000
Reynolds Metals Company
6601 West Broad Street
Richmond, Virginia 23230
Dear Ladies and Gentlemen:
We have acted as special counsel to Reynolds Metals Company,
a Delaware corporation ("Reynolds") in connection with the proposed merger
of Reynolds and RLM Acquisition Corp. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of Alcoa Inc., a Delaware
corporation ("Parent"), in which Merger Sub will merge with and into
Reynolds (the "Merger") with Reynolds surviving as a wholly owned
subsidiary of Parent, pursuant to the Agreement and Plan of Merger among
Parent, Merger Sub and Reynolds dated as of August 18, 1999 (the
"Agreement"). At your request, and pursuant to Section 6.3(a) of the
Agreement, we are rendering our opinion concerning certain United States
federal income tax consequences of the Merger.
In that connection, we have reviewed: (i) the Certificate of
Incorporation and By-laws of each of Parent, Reynolds and Merger Sub as
currently in effect and as they are proposed to be amended prior to or in
connection with the Merger, (ii) the Agreement, (iii) certain resolutions
adopted by the Board of Directors of each of Parent and Reynolds and (iv)
such other documents, records and papers as we have deemed necessary or
appropriate in order to give the opinion set forth herein. For purposes of
such opinion, we have relied as to matters of fact, with the consent of
Parent and the consent of Reynolds, upon the accuracy and completeness of
the statements and representations (which statements and representations we
have neither investigated nor verified) contained, respectively, in the
certificates of the officers of Parent and Reynolds dated the date hereof,
and have assumed that such statements and representations will be complete
and accurate as of the Effective Time and that all statements and
representationis made to the knowledge of any person or entity or with
similar qualification are or will be true and correct as if made without
such qualification. We have also relied upon the accuracy of the
Registration Statement of Parent on Form S-4 and the proxy statement that
is a part hereof (the "Proxy Statement") filed with the Securities and
Exchange Commission in connection with the Merger. Any capitalized term
used and not defined herein has the meaning given to it in such Proxy
Statement.
We have also assumed that (i) the transactions contemplated
by the Agreement will be consummated in accordance therewith and as
described in the Proxy Statement, (ii) the Merger will be reported by
Parent and Reynolds on their respective United States federal income tax
returns in a manner consistent with the opinion set forth below and (iii)
the Merger will qualify as a statutory merger enter the applicable laws of
the State of Delaware.
Based upon and subject to the foregoing, it is our opinion,
under currently applicable United States federal income tax law, that the
Merger will qualify as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended.
We are furnishing this opinion solely in connection with the
transactions contemplated by the Agreement, and it is not to be relied
upon, used, circulated, quoted or otherwise referred to for any other
purpose or by any other party without our consent.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
[Letterhead of Skadden, Arps]
May 4, 2000
Ladies and Gentlemen:
Reference is made to our opinion, dated May 3, 2000, addressed to
Alcoa Inc. ("Alcoa") and regarding certain tax matters, delivered in
connection with the merger of Reynolds Metals Company with RLM Acquisition
Corp., a wholly owned subsidiary of Alcoa.
We hereby consent to the filing of such opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement of
Alcoa, file number 333-93849. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
[Letterhead of Wachtell, Lipton]
May 4, 2000
Ladies and Gentlemen:
Reference is made to our opinion, dated May 3, 2000, addressed to
Reynolds Metals Company ("Reynolds") and regarding certain tax matters,
delivered in connection with the merger of Reynolds with RLM Acquisition
Corp., a wholly owned subsidiary of Alcoa Inc ("Alcoa").
We hereby consent to the filing of such opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement of
Alcoa, file number 333-93849. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz