SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
September 10, 2002
Date of report (Date of earliest event reported)
ALCAN INC.
(Exact name of registrant as specified in charter)
Canada 1-3677 Not Applicable
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2
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(Address of principal executive of offices) (Zip code)
Registrant's telephone number including area code: (514) 848-8000
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ITEM 5. OTHER EVENTS.
On September 10, 2002, Alcan Inc. (the "Company") closed its sale of
$500,000,000 principal amount of its 4?% Notes due 2012 (the "Notes") pursuant
to an Underwriting Agreement dated September 5, 2002 (the "Underwriting
Agreement"), between the Company and Credit Suisse First Boston Corporation, as
Representative of the Several Underwriters named in Schedule A thereto. The
Notes were issued pursuant to that certain Indenture dated as of May 15, 1983
between the Company and Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company), as Trustee. The Notes have been registered under the
Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form
S-3, as amended (No. 333-85998) (the "Registration Statement") previously filed
with the Securities and Exchange Commission under the Act. Copies of the
Underwriting Agreement, the form of Note, Opinion of Hugh Berwick regarding
certain matters of Canadian taxation, Opinion of Sullivan & Cromwell regarding
certain matters of United States federal income tax, and a press release, dated
September 10, 2002, announcing the closing of the sale of the Notes, are
attached hereto as Exhibits 1.1, 4.1, 8.1 and 8.2, respectively, and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit
Number Description
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1.1 Underwriting Agreement dated September 5, 2002.
4.1 Form of Note.
8.1 Opinion of Hugh Berwick, Senior Tax Counsel of Alcan Inc.,
regarding certain matters of Canadian taxation.
8.2 Opinion of Sullivan & Cromwell regarding certain matters of
United States federal income tax.
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Montreal, Province of
Quebec, Canada.
ALCAN INC.
By: /s/ Roy Millington
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Name: Roy Millington
Title: Corporate Secretary
DATED: September 10, 2002
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EXHIBIT INDEX
Exhibit
Number Description
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1.1 Underwriting Agreement dated September 5, 2002.
4.1 Form of Note.
8.1 Opinion of Hugh Berwick, Senior Tax Counsel of Alcan Inc.,
regarding certain matters of Canadian taxation.
8.2 Opinion of Sullivan & Cromwell regarding certain matters of
United States federal income tax.
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