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): October 26, 2004
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 8.01. Other Events.
On October 26, 2004, Alcoa Inc. (“Alcoa”) issued a press release announcing that Alcoa and BHP Billiton signed an agreement to sell their shares of Integris Metals, Inc., a metals distribution joint venture, for $410 million in cash and the assumption of Integris’ debt. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| 99 | Alcoa Inc. press release dated October 26, 2004. |
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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: October 29, 2004
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | Alcoa Inc. press release dated October 26, 2004. |
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Exhibit 99
FOR IMMEDIATE RELEASE
| Alcoa Investor Contact | Media Contact | |
| William F. Oplinger | Kevin G. Lowery | |
| (212) 836-2674 | (412) 553-1424 | |
| mobile 724-422-7844 | ||
| BHP Billiton Investor/Media | ||
| Francis McAllister | ||
| 713 961 8625 |
ALCOA, BHP BILLITON TO SELL INTEGRIS METALS
TO RYERSON TULL FOR $660 MILLION
New York, NY – October 26, 2004 — Alcoa Inc. and BHP Billiton today announced they have agreed to sell 100% of their respective equity interests in Integris Metals to Ryerson Tull for $410 million in cash plus assumption of Integris’ debt, which was approximately $250 million as of October 1, 2004. Alcoa and BHP Billiton each own 50% of Integris Metals. The transaction is expected to be completed by early 2005.
Integris Metals, a metals service center company engaged in the processing and distribution of metals, was formed in November 2001 through the combination of Reynolds Aluminum Supply Company (RASCO) and North America Metals Distribution (NAMD), Inc., the metals distribution businesses of Alcoa and BHP Billiton, respectively. Integris Metals has approximately 2400 employees. The shareholders’ stated strategic intent was to create value through the combination of RASCO and NAMD and then exit the business, when appropriate, as the metals distribution business was not core to either shareholder.
In August, Alcoa and BHP Billiton announced that Integris Metals had filed a registration statement with the SEC for an initial public offering (IPO) of its stock. Ryerson Tull approached the companies after the IPO filing, and, as a result, a sale to Ryerson Tull is now agreed.
Alcoa and BHP Billiton were advised in the transaction by Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. The sale of Integris to Ryerson Tull will be subject to normal regulatory approvals.