SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated April 4, 2003
Commission File No. 1-14110
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PECHINEY
(Name of Registrant)
7, Place du Chancelier Adenauer
75218 Paris Cedex 16
France
(Address of Principal Executive Offices)
___________________
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F: |X| Form 40-F: |_|
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
Yes: |_| No: |X|
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
Yes: |_| No: |X|
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: |_| No: |X|
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- __________
Enclosure: Press release dated April 3, 2003, announcing the position of the
Board of Directors regarding the proposed conversion of shares "B"
into shares "A".
PRESS RELEASE
[PECHINEY LOGO] [GRAPHIC OMITTED]
April 3, 2003
Annual shareholders' meeting of Pechiney : Stand of the board of directors
regarding the proposed conversion of shares "B" into shares "A"
As previously released, the board of directors has just met before the
shareholders' meeting, to consider the proposed resolution which has been
submitted by two shareholders of Pechiney in order to convert Preferred Shares
"B" into Ordinary Shares "A".
The board of Directors has taken its stand, notably in the light of the fairness
opinion which has been remitted to it by HSBC CFF in respect of the parity of
1.10 Ordinary Shares "A" for one Preferred Shares "B" proposed by these two
shareholders.
Having reviewed the analysis of HSBC CCF, the board of directors has decided to
agree to the proposed resolution submitted by ABN AMRO Contrepartie France SNC
and ABC arbitrage, taking into account:
- the opinion of HSBC CCF, concluding that the parity proposed by these two
shareholders is fair;
- the significantly higher market liquidity of Shares "A" against the market
liquidity of Shares "B", which would benefit to holders of Shares "B" should the
conversion be completed.
If this proposed resolution is voted by the shareholders' meeting, this
conversion would be completed only if a special meeting of the holders of
Preferred Shares "B", which would then take place, approves this conversion at a
two-third majority.
Furthermore, the conversion would not be completed before the dividend payment
date, scheduled on May 7, 2003, of the dividend proposed to be declared in
respect of the 2002 fiscal year and corresponding to a net amount of 1.00 euro
per share "A" and 1.65 euro par share "B" excluding pre-paid taxes (French tax
credit or avoir fiscal).
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Certain statements in this press release that describe Pechiney's intentions,
expectations or projections may constitute forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause Pechiney's actual results, performance or
achievement to be materially different from its intentions, expectations or
projections. The forward-looking statements in this press release speak only as
of its date and Pechiney undertakes no obligation to update or revise any
forward-looking statement to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Investor Relations Contacts: Press Contacts:
Charles L. Ranunkel Tel: 33 1 56 28 25 07 Chrystele Ivins: Tel: 33 1 56 28 24 18
Catherine Paupelin Tel: 33 1 56 28 25 08 chrystele.ivins@pechiney.com
Fax 33 1 56 28 33 38
PECHINEY Stephan Giraud: Tel: 33 1 56 28 24 19
7, place du Chancelier Adenauer stephan.giraud@pechiney.com
75116 Paris
e-mail: Pechiney-IR-Team@pechiney.com
Internet: http://www.pechiney.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Pechiney has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: April 4, 2003 PECHINEY
By: /s/ OLIVIER MALLET
Name: Olivier MALLET
Title: Chief Financial Officer