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): December 6, 2001 ALCOA INC. ---------- (Exact name of Registrant as specified in its charter) Pennsylvania 1-3610 25-0317820 ------------ ------ ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) 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) Item 5. OTHER EVENTS. On December 6, 2001, Alcoa Inc. completed the offering and sale of $500,000,000 principal amount of Floating Rate Notes Due 2004 and $1,000,000,000 principal amount of 6% Notes Due 2012 (together, the "Notes") in an underwritten public offering under Registration Statement No. 333-59044; 333-59044-01 on Form S-3 filed under the Securities Act of 1933, as amended. A copy of the opinion of counsel for Alcoa regarding the validity of the Notes is filed as Exhibit 5 herewith and incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 5 Opinion of Thomas F. Seligson, Esq., Counsel of Alcoa Inc. 23 Consent of Thomas F. Seligson, Esq., Counsel of Alcoa Inc. (included in Exhibit 5). 2 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: December 6, 2001 3 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 5 Opinion of Thomas F. Seligson, Esq., Counsel of Alcoa Inc. 23 Consent of Thomas F. Seligson, Esq., Counsel of Alcoa Inc. (included in Exhibit 5). 4