Obligation Rio Tinto Alcoa 6.125% ( US013716AU93 ) en USD

Rio Tinto Alcoa

107.386 % ▲

Canada

US013716AU93 ( en USD )

6.125% par an ( paiement semestriel )

14/12/2033

Prospectus brochure de l'obligation Rio Tinto Alcan US013716AU93 en USD 6.125%, échéance 14/12/2033

1 000 USD

750 000 000 USD

013716AU9

A ( Qualité moyenne supérieure )

N/A

15/06/2026 ( Dans 72 jours )

Rio Tinto Alcan est une filiale de Rio Tinto spécialisée dans la production d'aluminium et de produits en aluminium, opérant des mines de bauxite, des raffineries d'alumine et des alumineries à travers le monde.

L'Obligation émise par Rio Tinto Alcoa ( Canada ) , en USD, avec le code ISIN US013716AU93, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2033
L'Obligation émise par Rio Tinto Alcoa ( Canada ) , en USD, avec le code ISIN US013716AU93, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>y92184b5e424b5.txt
<DESCRIPTION>FILED PURSUANT TO RULE 42(B)(5)
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-110739
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 25, 2003)
$1,250,000,000
(ALCAN LOGO)
ALCAN INC.
$500,000,000 5.200% NOTES DUE 2014
$750,000,000 6.125% NOTES DUE 2033
------------------
We will pay interest on the Notes Due 2014 each July 15 and January 15 and
on the Notes Due 2033 (together with the Notes Due 2014, the "Notes") each June
15 and December 15. The first interest payment for the Notes Due 2014 will be
made on July 15, 2004 and, for the Notes Due 2033, the first interest payment
will be made on June 15, 2004.
------------------
The Notes Due 2014 will mature on January 15, 2014 and the Notes Due 2033
will mature on December 15, 2033. We may redeem the Notes, in whole or from time
to time in part, at our option on any date at a redemption price to be
determined as described in this prospectus supplement under the heading
"Description of the Notes -- Redemption -- Optional Redemption Feature." We may,
at our option, redeem the Notes in whole, but not in part, if our acquisition of
Pechiney, as described in this prospectus supplement, has not been consummated
by December 31, 2003 at a redemption price as described in this prospectus
supplement under the heading "Description of the Notes -- Redemption -- Call
Event Feature." The Notes will be issued only in denominations of $1,000 and
integral multiples of $1,000.
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE S-6 FOR A DESCRIPTION OF CERTAIN RISKS YOU SHOULD CONSIDER BEFORE
PURCHASING ANY NOTES.
------------------
NOTES DUE 2014 -- PRICE 99.790% AND ACCRUED INTEREST, IF ANY
NOTES DUE 2033 -- PRICE 98.807% AND ACCRUED INTEREST, IF ANY
------------------
<Table>
<Caption>
UNDERWRITING
DISCOUNTS
AND PROCEEDS TO
PRICE TO PUBLIC
COMMISSIONS COMPANY
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-------------- --------------
<S> <C>
<C> <C>
Per Note Due 2014........................................... 99.790%
0.450% 99.340%
Total....................................................... $ 498,950,000 $
2,250,000 $ 496,700,000
Per Note Due 2033........................................... 98.807%
0.875% 97.932%
Total....................................................... $ 741,052,500 $
6,562,500 $ 734,490,000
</Table>
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of these securities or determined if this prospectus
supplement or the prospectus to which it relates is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes to purchasers in book-entry
form through the facilities of The Depository Trust Company and its
participants, including Euroclear and Clearstream, Luxembourg, on December 8,
2003.
------------------
<Table>
<S> <C> <C>
CITIGROUP MORGAN STANLEY RBC CAPITAL MARKETS
</Table>
------------------
<Table>
<S> <C> <C>
ABN AMRO INCORPORATED CIBC WORLD COMMERZBANK
MARKETS SECURITIES
SCOTIA CAPITAL SG COWEN TD
SECURITIES UBS INVESTMENT BANK
</Table>
December 3, 2003
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<Table>
<Caption>
PAGE
----
<S> <C>
Summary..................................................... S-2
Exchange Rate Information................................... S-5
Risk Factors................................................ S-6
Offers to Purchase Securities of Pechiney................... S-15
Use of Proceeds............................................. S-21
Ratios of Earnings to Fixed Charges......................... S-22
Capitalization.............................................. S-23
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Description of the Notes.................................... S-24
Canadian Taxation........................................... S-27
United States Taxation...................................... S-28
Underwriters................................................ S-32
Where You Can Find More Information......................... S-34
PROSPECTUS
<Caption>
PAGE
----
<S> <C>
Forward-Looking Statements.................................. 3
About this Prospectus....................................... 4
Where You Can Find More Information......................... 4
About Alcan Inc. ........................................... 6
Use of Proceeds............................................. 6
Ratios of Earnings to Fixed Charges and Earnings to Combined
Fixed Charges and Preferred Stock Dividends............... 7
Description of Debt Securities.............................. 9
Description of Share Capital................................ 21
Description of Preference Shares............................ 22
Description of Common Shares................................ 24
Description of Warrants..................................... 25
Tax Consequences............................................ 27
Experts..................................................... 27
Validity of Securities...................................... 27
Plan of Distribution........................................ 28
</Table>
---------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THE DOCUMENT.
Unless the context otherwise indicates, the terms "Alcan Inc." or "Alcan," the
"Company," "we," "us" or "our" mean Alcan Inc. and its controlled subsidiaries.
References in this document to "Pechiney" refer to Pechiney, a French societe
anonyme and, where applicable, its consolidated subsidiaries.
S-1
<PAGE>
SUMMARY
ABOUT ALCAN INC.
We are a Canadian corporation and the parent company of an international
group operating in many aspects of the aluminum and specialty packaging
businesses.
Our operations include:
- the mining and processing of bauxite, the basic aluminum ore;
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- the refining of bauxite into alumina;
- the generation of electricity for use in smelting aluminum;
- the smelting of aluminum from alumina;
- the recycling of used and scrap aluminum;
- the fabrication of aluminum, aluminum alloys and non-aluminum materials
into semi-finished and finished products;
- the production and conversion of specialty packaging and packaging
products for many industries including the food, pharmaceutical,
cosmetic, personal care and tobacco sectors;
- the distribution and marketing of aluminum, non-aluminum and packaging
products; and
- in connection with our aluminum operations, the production and sale of
industrial chemicals.
We have a network of operations in 42 countries with 54,000 dedicated
employees, a global customer base, innovative products and advanced
technologies.
Our principal executive offices are located at 1188 Sherbrooke Street West,
Montreal, Quebec, Canada H3A 3G2, and our telephone number is (514) 848-8000.
S-2
<PAGE>
THE OFFERING
The following is not intended to be complete. For a more detailed
description of the Notes, see "Description of the Notes."
Issuer........................ Alcan Inc.
Notes Offered................. $500 million aggregate principal amount of
Notes Due 2014. $750 million aggregate
principal amount of Notes Due 2033. The Notes
Due 2014 and the Notes Due 2033 are together
referred to as the "Notes."
Maturity Date................. The maturity date of the Notes Due 2014 is
January 15, 2014. The maturity date of the
Notes Due 2033 is December 15, 2033.
Issue Price................... In the case of the Notes Due 2014, 99.790% plus
accrued interest, if any, from December 8,
2003. In the case of the Notes Due 2033,
98.807% plus accrued interest, if any, from
December 8, 2003.
Interest...................... The Notes Due 2014 will bear interest at
5.200%. The Notes Due 2033 will bear interest
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at 6.125%. Interest on the Notes will be
payable semi-annually in arrears. See
"Description of the Notes -- Payment of
Interest."
Ranking....................... The Notes will rank equally with all of our
senior unsecured indebtedness.
No Entitlement to Sinking
Fund.......................... The Notes will not be entitled to the benefit
of any sinking fund.
Call Event If Pechiney
Acquisition Not Completed..... We may, at our option, redeem the Notes in
whole, but not in part, if the acquisition of
Pechiney, as discussed in "Offers to Purchase
Equity Securities of Pechiney" has not been
consummated by December 31, 2003 at a
redemption price specified under "Description
of the Notes -- Redemption -- Call Event
Feature."
Optional Redemption........... We may redeem the Notes, in whole or from time
to time in part, at our option on any date at
the redemption price specified under
"Description of the
Notes -- Redemption -- Optional Redemption
Feature."
Absence of a Public Market for
the Notes..................... There is no public trading market for the
Notes, and there is no intention to apply for
listing of the Notes on any national securities
exchange or for quotation of the Notes on any
automated dealer quotation system. See "Risk
Factors -- We cannot assure you that an active
trading market will develop for the Notes."
Global Settlement............. Each series of Notes will be represented by one
or more global notes deposited with, or on
behalf of, The Depository Trust Company
("DTC"). You will not receive certificated
Notes unless one of the events described in the
accompanying prospectus under the heading
"Description of Debt Securities -- Legal
Ownership and Book-Entry Only Issuance" occurs.
A holder may hold beneficial interests in the
Notes directly through DTC, if the holder is a
participant in DTC, or indirectly through
S-3
<PAGE>
organizations that are participants in DTC or
that have accounts with participants in DTC,
including Euroclear and Clearstream,
Luxembourg. See "Description of Debt
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Securities -- Legal Ownership and Book-Entry
Only Issuance" in the accompanying prospectus.
Use of Proceeds............... We estimate that the net proceeds from the sale
of the Notes will be approximately
$1,231,190,000. We intend to use all of such
proceeds to finance a portion of the cash
component of the consideration offered in
connection with our tender for the purchase of
equity and equity-related securities of
Pechiney. See "Offers to Purchase Securities of
Pechiney" and "Use of Proceeds."
RISK FACTORS
Investing in the notes involves risks. See "Risk Factors" beginning on page
S-6 for a description of certain risks you should consider before purchasing any
Notes.
S-4
<PAGE>
EXCHANGE RATE INFORMATION
Alcan filed certain pro forma financial information with respect to the
combination of Alcan and Pechiney in a Current Report on Form 8-K, dated
November 18, 2003. The Pechiney historical balance sheet information and related
pro forma adjustments included in such report as of September 30, 2003 were
translated into dollars at the September 30, 2003 rate of exchange of $1.1650
for E1.00. The Pechiney historical statements of income information for the year
ended December 31, 2002, the nine-month period ended September 30, 2003 and
related pro forma adjustments to the unaudited pro forma statements of income
included in such report were translated at the average rates of exchange of
$1.0577 for E1.00 and $1.1175 for E1.00, respectively. The dollar-euro rate of
exchange has changed since such dates and periods of calculation.
The following tables show, for the periods indicated, information
concerning the exchange rate between the U.S. dollar and the euro. The average
rates presented in these tables were calculated by using the average of the
exchange rates on the last day of each month during the relevant period. This
information is provided solely for your information, and we do not represent
that euros could be converted into U.S. dollars at these rates or at any other
rate. These rates are not the rates used by Alcan or Pechiney in the preparation
of their respective consolidated financial statements incorporated by reference
into this prospectus.
The data provided in the following table is expressed in U.S. dollars per
euro and is based on noon buying rates published by the Federal Reserve Bank of
New York for the euro. On December 2, 2003, the exchange rate between the U.S.
dollar and the euro expressed in U.S. dollar per euro was E1.00 = 1.2084. The
data provided in the following table for the period prior to January 1999 is
based on noon buying rates for the French franc converted into the euro at the
fixed rate established by the European Council of Ministers of FF 6.55957 =
E1.00.
<Table>
<Caption>
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HIGH LOW AVERAGE PERIOD
END
------ ------ -------
----------
<S> <C> <C> <C> <C>
Year Ended December 31,
1998.................................................. N/A N/A N/A
1.1739
1999.................................................. 1.1812 1.0016 1.0683
1.0070
2000.................................................. 1.0335 0.8270 0.9232
0.9388
2001.................................................. 0.9535 0.8730 0.8952
0.8901
2002.................................................. 1.0485 0.8594 0.9454
1.0485
2003 (through November 30, 2003)...................... 1.1870 1.0361 1.1130
1.1717
</Table>
<Table>
<Caption>
HIGH LOW
------ ------
<S> <C> <C>
Months in 2002 and 2003
December.................................................. 1.0485 0.9927
January................................................... 1.0861 1.0361
February.................................................. 1.0875 1.7080
March..................................................... 1.1062 1.0545
April..................................................... 1.1180 1.0621
May....................................................... 1.1853 1.1200
June...................................................... 1.1870 1.1423
July...................................................... 1.1580 1.1164
August.................................................... 1.1390 1.0871
September................................................. 1.1650 1.0845
October................................................... 1.1596 1.1833
November.................................................. 1.1417 1.1995
</Table>
S-5
<PAGE>
RISK FACTORS
An investment in the Notes involves risks. You should carefully consider
the following risks and the other information included in and incorporated by
reference into this prospectus supplement and the accompanying prospectus before
deciding to purchase any Notes. Our risk profile is affected by our current
efforts to acquire Pechiney, and several of the risk factors discussed below
relate to our offer for Pechiney's equity securities and the consequences of our
successful completion of the offer.
RISKS RELATED TO OUR BUSINESS AND THE MARKET ENVIRONMENT
WE WILL CONTINUE TO BE EXPOSED TO VOLATILITY IN THE ALUMINUM INDUSTRY AND IN
ALUMINUM END USE MARKETS, WHICH MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS SINCE
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SUCH VOLATILITY MAY RESULT IN SIGNIFICANTLY LOWER REVENUES WITHOUT AFFECTING OUR
COSTS.
We are a leading global producer of aluminum and aluminum fabricated
products. The aluminum industry is highly cyclical, with prices subject to
worldwide market forces of supply and demand and other influences. Prices have
been volatile historically and we expect such volatility to continue. Although
we use contractual arrangements with customers, employ certain measures to
manage our exposure to the volatility of London Metals Exchange ("LME") based
prices and are product and segment diversified to a significant extent, our
results of operations could be materially adversely affected by material adverse
changes in economic or aluminum industry conditions generally. In the past,
declining LME prices have adversely affected our profitability. Many of our
costs in these areas are fixed and cannot be reduced in tandem with lower market
prices for our products. Aluminum end use markets, including the automotive and
building and construction sectors, are also cyclical. When downturns occur in
these sectors, decreased demand for aluminum may result in lower prices for our
products and may have a material adverse effect on our results of operations.
WE WILL CONTINUE TO BE SUBJECT TO THE HIGHLY COMPETITIVE AND CYCLICAL PACKAGING
MARKET.
We are participants in the market for packaging materials. There has been
recent sustained weakness in most segments of the packaging market, which has
adversely affected results in this market. The packaging market is highly
competitive, with competition based on cost and innovation. Our operating
results could be adversely affected if we cannot effectively compete in this
market or if the market continues to experience weakness.
OUR OPERATIONS WILL CONTINUE TO BE EXPOSED TO CHANGES IN CONDITIONS AND EVENTS
BEYOND OUR CONTROL IN COUNTRIES WHERE WE HAVE OPERATIONS OR SELL PRODUCTS.
Economic and other factors in the many countries in which we operate,
including inflation, fluctuations in currency and interest rates, competitive
factors, and civil unrest and labor problems, could affect our revenues,
expenses and results of operations. Our operations could also be adversely
affected by government actions such as controls on imports, exports and prices,
new forms of taxation, and increased government regulation in the countries in
which we operate or service customers. We operate in many areas in which
political or economic instability affect our ability to conduct operations or
realize projected economic benefits.
OUR OPERATIONS ARE ENERGY-INTENSIVE AND, AS A RESULT, OUR PROFITABILITY MAY
DECLINE IF ENERGY COSTS WERE TO RISE, OR IF OUR ENERGY SUPPLIES WERE
INTERRUPTED.
We consume substantial amounts of energy in our operations. Although we
generally expect to meet the energy requirements for our aluminum smelters and
alumina refineries from internal sources or from long-term contracts, the
following factors could materially adversely affect our energy position:
- the unavailability of hydroelectric power due to droughts;
- significant increases in costs of supplied electricity;
S-6
<PAGE>
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- interruptions in energy supply due to equipment failure or other causes;
or
- the inability to extend contracts upon expiration on economical terms.
Pechiney currently obtains a significant portion of its electricity
requirements under contracts with Electricite de France. We may not be able to
renew or replace these contracts on comparable terms following their expiry.
In addition, aluminum smelters generally require an uninterrupted supply of
intense electrical energy, and any interruption for more than a very short
duration, whatever the cause, may have a major technical, commercial and
financial impact on the activities of the facility concerned.
If energy costs were to rise, or if energy supplies or supply arrangements
were disturbed, our profitability may decline. The factors that affect our
energy costs and supply reliability tend to be specific to each of our
facilities, and thus our competitors could enjoy a relative advantage over us if
we face energy reliability or cost issues.
OUR PROFITABILITY COULD BE ADVERSELY AFFECTED BY INCREASES IN THE COST AND
DISRUPTIONS IN THE AVAILABILITY OF RAW MATERIALS.
The raw materials that we use in manufacturing our products include
alumina, aluminum, caustic soda and calcined petroleum coke and resin. Pechiney
has a significant plastics packaging business and therefor also consumes large
amounts of plastics in addition to alumina and aluminum. The prices of many of
the raw materials we use depend on supply and demand relationships at a
worldwide level, and are therefore subject to continuous volatility.
Prices for the raw materials we require may increase from time to time and,
if they do, we may not be able to pass on the entire cost of the increases to
our customers or offset fully the effects of higher raw material costs through
productivity improvements, which may cause our profitability to decline. In
addition, there is a potential time lag between changes in prices under our
purchase contracts and the point when we can implement a corresponding change
under our sales contracts with our customers. As a result, we can be exposed to
fluctuations in raw materials prices since, during the time lag period, we may
have to temporarily bear the additional cost of the change under our purchase
contracts, which could have a negative impact on our profitability.
THE MARKETS FOR OUR PRODUCTS ARE HIGHLY COMPETITIVE AND THE WILLINGNESS OF
CUSTOMERS TO ACCEPT SUBSTITUTIONS FOR OUR PRODUCTS IS HIGH.
The markets for aluminum and packaging products are highly competitive. In
addition, aluminum competes with other materials, such as steel, plastics and
glass, among others, for various applications in our key customer sectors. The
willingness of customers to accept substitutions for our products, the ability
of large customers to apply buyer power in the marketplace to affect the pricing
for fabricated aluminum or packaging products or other developments could
adversely affect our results of operations.
CERTAIN OF OUR CUSTOMERS ARE SIGNIFICANT TO OUR PROFITABILITY, AND WE COULD BE
ADVERSELY AFFECTED BY CHANGES IN THE BUSINESS OR FINANCIAL CONDITION OF THESE
SIGNIFICANT CUSTOMERS.
A significant downturn in the business or financial condition of our
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significant customers could materially adversely affect our results of
operations. In addition, if our existing relationships with significant
customers materially deteriorate or are terminated in the future, and we are not
successful in replacing business lost to such customers, our results of
operations may be harmed. Our markets are competitive and customers may seek to
consolidate supplier relationships or change suppliers to accrue cost savings
and other benefits.
S-7
<PAGE>
WE MAY BE SUBJECT TO LIABILITY RELATED TO THE USE OF HAZARDOUS SUBSTANCES IN
PRODUCTION.
We use a variety of hazardous materials and chemicals in our manufacturing
processes, as well as in connection with maintenance work on our manufacturing
facilities. In the event that any of these substances or related residues proves
to be toxic, we may be liable for certain costs, including, among others, costs
for health-related claims or removal or retreatment of such substances.
Although we do not currently use asbestos or its derivatives as raw
materials in our manufacturing processes, there is some risk of asbestos
exposure associated with the existence of asbestos-containing materials in our
manufacturing buildings and equipment.
WE MAY BE EXPOSED TO SIGNIFICANT LEGAL PROCEEDINGS OR INVESTIGATIONS.
Our results of operations or liquidity in a particular period could be
affected by significant adverse legal proceedings or investigations, including
environmental, product liability, health and safety and other claims, as well as
commercial or contractual disputes with suppliers or customers.
WE COULD BE REQUIRED TO MAKE LARGE CONTRIBUTIONS TO OUR DEFINED BENEFIT PENSION
PLANS AS A RESULT OF ADVERSE CHANGES IN INTEREST RATES AND THE EQUITY MARKETS.
We sponsor defined benefit pension plans for our employees in Canada, the
United States, the United Kingdom, Switzerland and certain other countries.
Pechiney also maintains substantial defined benefit plans for its workforce. Our
pension plan assets consist primarily of listed stocks and bonds. Our estimates
of liabilities and expenses for pensions and other post-retirement benefits
incorporate significant assumptions, including expected long-term rates of
return on plan assets and interest rates used to discount future benefits. Our
results of operations, liquidity or shareholders' equity in a particular period
could be materially adversely affected by equity market returns that are less
than their expected long-term rate of return or a decline of the rate used to
discount future benefits.
If the assets of our pension plans do not achieve expected investment
returns for any fiscal year, such deficiency would result in one or more charges
against earnings. In addition, changing economic conditions, poor pension
investment returns or other factors may require us to make substantial cash
contributions to the pension plans in the future, preventing the use of such
cash for other purposes. For example, we recently made a significant
contribution to one of our Canadian defined benefit plans as a result of recent
poor investment performance.
ADVERSE CHANGES IN CURRENCY EXCHANGE RATES COULD NEGATIVELY AFFECT OUR FINANCIAL
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