===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
===============================================================================
-------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
under
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------
PECHINEY
(Name of subject company)
PECHINEY
(Name of person filing statement)
Common Shares "A"
nominal value 15.25 Euros per Common Share
(Title of class of securities)
705151967
(CUSIP Number of class of securities)
Olivier Mallet
Chief Financial Officer
7, place du Chancelier Adenauer
75116 Paris, France
+33 (1) 56 28 20 00
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the
person filing statement)
Copy to:
George Casey, Esq.
Shearman & Sterling LLP
Broadgate West
9 Appold Street
London EC2A 2AP
United Kingdom
+44 20 7655 5000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
===============================================================================
THE FOLLOWING MESSAGE TO PECHINEY EMPLOYEES WAS ISSUED BY JEAN-PIERRE RODIER,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF PECHINEY ON SEPTEMBER 1, 2003.
PECHINEY'S SECURITY HOLDERS SHOULD READ PECHINEY'S SOLICITATION/ RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 WHEN IT IS FILED BY THE COMPANY WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. THE SOLICITATION/ RECOMMENDATION STATEMENT AND OTHER PUBLIC FILINGS
MADE FROM TIME TO TIME BY THE COMPANY WITH THE SEC ARE AVAILABLE WITHOUT CHARGE
FROM THE SEC'S WEBSITE AT WWW.SEC.GOV AND MAY ALSO BE OBTAINED FOR FREE BY
DIRECTING A REQUEST TO: PECHINEY, 7, PLACE DU CHANCELIER ADENAUER, 75116 PARIS,
FRANCE, ATTENTION: CHARLES L. RANUNKEL, VICE PRESIDENT, DIRECTOR INVESTOR
RELATIONS, TELEPHONE +33 1 56 28 25 77.
Message from the Chairman & Chief Executive to all Pechiney group employees
Paris, 1 September 2003
Madam, Sir,
At the initiative of Alcan's management we conducted intense negotiations during
this last weekend. The full Board of Directors of Pechiney met last night, 31
August, to examine Alcan's new proposal.
This is a step forward and the proposal is an improvement compared to Alcan's
initial offer. However, the fact remains that the offer still undervalues the
potential of Pechiney and its talented men and women who make up the company.
This is the reason why the Board did not retain the proposal, noting in addition
that the offer remains conditional upon phase 1 approval by the competition
authorities.
I have no doubts about our human, industrial and financial resources and
abilities to continue our stand-alone strategy in a viable and profitable
manner. This solution is very much a reality. It is only if a merger with Alcan
or another group would be considerably better for our shareholders, our
businesses, our teams and our customers that it would be an acceptable option.
We obviously keep an open mind, whilst, at the same time continuing to explore
all different options available to us.
As I have done since the launch of the proposed offer, I will continue to keep
you informed regarding any major developments and, once again, I am grateful
for your confidence and the energy you deploy each and every day.
Yours sincerely,
/s/: Jean-Pierre Rodier
------------------
Jean-Pierre Rodier,
Chairman & Chief Executive