UNITED STATES
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): June 21, 2005
ALCOA INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 1-3610 | 25-0317820 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 201 Isabella Street, Pittsburgh, Pennsylvania | 15212-5858 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Office of Investor Relations 212-836-2674
Office of the Secretary 412-553-4707
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth below in Item 5.02 of this report regarding entry into an indemnity agreement with a newly elected director is hereby incorporated by reference in this Item 1.01.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) On June 21, 2005, the Board of Directors of Alcoa Inc. (“Alcoa”), upon recommendation of its Governance and Nominating Committee, appointed James W. Owens to fill a vacancy on the Board of Directors, effective immediately, for a term expiring at the next regular meeting of shareholders. A copy of the press release announcing Mr. Owens’ election is attached hereto as Exhibit 99 and incorporated herein by reference.
Mr. Owens has been named as a member of the Compensation and Benefits Committee of the Board.
In connection with Mr. Owens’ election to the Board, Alcoa entered into an indemnity agreement with him on June 21, 2005 in the form incorporated by reference herein as Exhibit 10(a), which is the form approved in principle by Alcoa shareholders and which Alcoa has entered into with each of its directors to supplement the indemnification coverage provided by Alcoa’s Articles of Incorporation and By-Laws and the Pennsylvania Business Corporation Law.
There is no arrangement or understanding between Mr. Owens and any other person pursuant to which Mr. Owens was selected as a director of Alcoa. There are no transactions in which Mr. Owens has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
The following are filed as exhibits to this report:
| 10(a) | Form of Indemnity Agreement between Alcoa and individual directors or officers, incorporated by reference to exhibit 10(j) to Alcoa’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1987. | |
| 99 | Alcoa Inc. press release dated June 21, 2005. | |
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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 | |
| Lawrence R. Purtell | ||
| Executive Vice President and | ||
| General Counsel | ||
Dated: June 22, 2005
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10(a) |
Form of Indemnity Agreement between Alcoa and individual directors or officers, incorporated by reference to exhibit 10(j) to Alcoa’s Annual Report on Form 10-K (Commission file number 1-3610) for the year ended December 31, 1987. | |
| 99 |
Alcoa Inc. press release dated June 21, 2005. | |
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Exhibit 99
| Editorial Contact: | Kevin G. Lowery | |
| Alcoa Inc. | ||
| 412-553-1424 | ||
| Investor Relations: | William F. Oplinger | |
| Alcoa Inc. | ||
| 212-836-2674 | ||
Alcoa Appoints James Owens, Chairman and CEO of Caterpillar Inc., to Board of Directors
PITTSBURGH, Pa., June 21, 2005 – Alcoa announced today that James W. Owens, 59, Chairman and Chief Executive Officer of Caterpillar Inc., has been appointed to Alcoa’s board of directors to fill a vacancy on the board. There are now 10 directors on Alcoa’s board.
In making the announcement, Alcoa Chairman and CEO Alain Belda said, “Jim’s diverse corporate experience and financial and economic policy acumen will make him a strong addition to our board of directors.”
Mr. Owens was named vice chairman of Caterpillar in December 2003 and elected chairman and chief executive officer effective February 1, 2004. Caterpillar is the world’s leading manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines. Caterpillar, like Alcoa, is a member of the current component stocks of the Dow Jones Industrial Average. During his career with Caterpillar that began in 1972, Mr. Owens served in a series of senior executive positions having been elected a corporate vice president in 1990, then chief financial officer and in 1995 named a group president and member of Caterpillar’s Executive Office. At various times during his career he served as group president for 13 of the company’s 25 divisions.
He is a director of the Institute for International Economics in Washington, DC; a member of the Council on Foreign Relations in New York; and a director of FM Global Insurance Company in Rhode Island. Mr. Owens is a member of The Business Council, Business Roundtable and the Manufacturing Council in Washington, DC; and the Global Advisory Council to The Conference Board in New York. He is also a member of the Community Advisory Board of Saint Francis Medical Center and the Civic Federation Board in Peoria.
Mr. Owens obtained a Ph.D. in economics in 1973 from North Carolina State University.