UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CENTURY ALUMINUM COMPANY
(Name of Issuer)
COMMON STOCK, $0.01 Par Value
(Title of Class of Securities)
156431 10 8
(CUSIP Number)
Company Secretary
Glencore AG
Baarermattstrasse 3, P.O. Box 666
CH-6341 Baar, Switzerland
Phone: 41-41-709-2563
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 156431 10 8 13D Page 2 of 10 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Glencore AG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9,320,089 shares
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,320,089 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,320,089 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 156431 10 8 13D Page 3 of 10 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Glencore International AG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9,320,089 shares
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,320,089 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,320,089 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 156431 10 8 13D Page 4 of 10 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Glencore Holding AG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9,320,089 shares
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,320,089 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,320,089 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Explanatory Note:
This Amendment No. 1 (this "Amendment") amends the original Schedule 13D
(the "Original Schedule 13D") filed by Glencore AG, Glencore International AG
and Glencore Holding AG (collectively, the "Reporting Persons") with the
Securities and Exchange Commission on April 12, 2001 relating to the common
stock, par value $0.01 per share ("Common Stock") of Century Aluminum Company
(the "Company"). The information set forth in this Amendment reflects, among
other things: (i) a decrease in the percentage of Common Stock beneficially
owned by the Reporting Persons following the Company's issuance and sale of
9,000,000 shares of Common Stock in a registered public offering that closed on
April 14, 2004 and (ii) the conversion of 500,000 shares of the Company's 8%
cumulative convertible preferred stock owned by Glencore AG into 1,395,089
shares of Common Stock.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Original
Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Original Schedule 13D is hereby amended and restated to read
in its entirety as follows:
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share ("Common Stock"), of Century Aluminum Company (the "Company"), a
Delaware corporation.
The Company's principal executive office is located at 2511 Garden Road,
Building A, Suite 200, Monterey, California 93940.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended by replacing
Schedule I referenced therein with Schedule I to this Amendment.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated to read
in its entirety as follows:
(a) The Reporting Persons beneficially own an aggregate of 9,320,089
shares of Common Stock, or 29.5% of the shares of Common Stock deemed
outstanding. The aggregate number and percentage of shares of Common Stock
beneficially owned by each person (other than the Reporting Persons) named in
Item 2 is set forth opposite his respective name on Schedule I hereto. The
beneficial ownership percentages set forth herein and on Schedule I hereto are
based on the sum of (i) the 30,221,266 shares of Common Stock reported
outstanding at April 26, 2004 in the Company's most recent quarterly report of
Form 10-Q filed with the Securities and Exchange Commission on May 5, 2004 and
(ii) the 1,395,089 shares of Common Stock issued upon conversion of the 500,000
shares of the Company's 8% cumulative convertible preferred stock (the
"Preferred Stock") owned by the Reporting Persons.
(b) The Reporting Persons share the power to vote or to direct the vote
and dispose or to direct the disposition of 9,320,089 shares of Common Stock. To
the best knowledge of the Reporting Persons, each person (other than the
Reporting Persons) named in Item 2 has the sole power to vote or to direct the
vote and dispose or to direct the disposition of the number of shares of Common
Stock set forth opposite his name on Schedule I hereto.
(c) On May 19, 2004, Glencore AG converted the 500,000 shares of the
Preferred Stock owned by it into 1,395,089 shares of Common Stock at a
conversion price of $17.92 per share. The conversion was effected in accordance
with the terms of the Certificate of Designation for the Preferred Stock, which
is attached as Exhibit 3 to the original Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on April 12, 2001. On April
13, 2004, Mr. Craig A. Davis, the Company's Chairman and Chief Executive Officer
and a director of Glencore International AG, acquired 44,212 shares of Common
Stock upon the vesting of performance share units previously granted to him
under the Company's 1996 Stock Incentive Plan. To the best knowledge of the
Reporting Persons, except for the foregoing, there have been no transactions in
Common Stock by the Reporting Persons or any other person named in Item 2 during
the past sixty days.
5
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and restated to read
in its entirety as follows:
The Company and Glencore AG are parties to the Stock Purchase Agreement,
pursuant to which Glencore AG purchased 500,000 shares of the Company's
Preferred Stock.
Each of Glencore International AG, Craig A. Davis and Willy R. Strothotte
is a party to a Lock-Up Agreement (the "Lock-Up Agreement"), dated as of March
25, 2004, pursuant to which each of them has agreed that without the prior
written consent of Credit Suisse First Boston LLC and Morgan Stanley & Co.
Incorporated, as representatives on behalf of the underwriters of the Company's
registered public offering that closed on April 14, 2004, none of them will,
during the period ending 90 days after April 7, 2004: (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock.
Except as set forth in the Stock Purchase Agreement, which is attached as
Exhibit 2 to the original Schedule 13D filed by the Reporting Persons with the
Securities and Exchange Commission on April 12, 2001 and incorporated herein by
reference, and the Lock-Up Agreement which is attached as Exhibit 3 hereto and
incorporated herein by reference, to the best of the knowledge of the Reporting
Persons, there exist no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any securities of the Company, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
1. Joint Filing Agreement (filed herewith).
2. Stock Purchase Agreement, dated as of March 30, 2001, by and between the
Company and Glencore (incorporated by reference to Exhibit 2 to the
original Schedule 13D previously filed with the Securities and Exchange
Commission on April 12, 2001).
3. Lock-Up Agreement, dated as of March 25, 2004, by and among Credit Suisse
First Boston LLC and Morgan Stanley & Co. Incorporated and the persons
listed on Schedule I thereto (filed herewith).
6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date May 21, 2004
Glencore AG
By: /s/ Eberhard Knoechel
---------------------------------
Name: Eberhard Knoechel
Title: Director
By: /s/ Andrew Bentley
---------------------------------
Name: Andrew Bentley
Title: Officer
Glencore International AG
By: /s/ Zbynek E. Zak
---------------------------------
Name: Zbynek E. Zak
Title: Director
By: /s/ Ivan Glasenberg
---------------------------------
Name: Ivan Glasenberg
Title: Director
Glencore Holding AG
By: /s/ Willy R. Strothotte
---------------------------------
Name: Willy R. Strothotte
Title: Director
By: /s/ Ivan Glasenberg
---------------------------------
Name: Ivan Glasenberg
Title: Director
7
SCHEDULE I
Set forth below are the names, business addresses and present principal
occupations of the directors and executive officers of Glencore AG, Glencore
International AG and Glencore Holding AG. The executive officers of each of
Glencore AG and Glencore Holding AG are the directors of each of such companies.
The executive officers of Glencore International AG are the persons listed as
directors whose principal occupation is with Glencore International AG. Unless
otherwise indicated, the present principal occupation of each person is with
Glencore International AG. If no business address is given, the director's or
officer's address is Baarermattstrasse 3, CH-6341, Baar, Switzerland. Unless
otherwise indicated, all of the persons listed below are citizens of
Switzerland. To the best knowledge of the Reporting Persons, except as set forth
below, none of the persons listed below beneficially owns any shares of Common
Stock of the Company.
Directors of Glencore AG:
Name Position Business address Share Ownership
---- -------- ---------------- ---------------
Willy R. Strothotte Chairman 23,500 shares of Common
(Citizen of Germany) Stock which includes
23,500 shares which are
subject to options
presently exercisable,
representing .07% of the
Company's outstanding
Common Stock.
Zbynek E. Zak Chief Financial Officer
Eberhard Knoechel Director 23,300 shares of Common
Stock, representing .07%
of the Company's
outstanding Common Stock
Josef Bermann Director
Ivan Glasenberg Chief Executive Officer
(Citizen of Australia)
8
Directors of Glencore International AG:
Name Position Business address Share Ownership
---- -------- ---------------- ---------------
Willy R. Strothotte Chairman 23,500 shares of Common
(Citizen of Germany) Stock which includes
23,500 shares which are
subject to options
presently exercisable,
representing .07% of
the Company's
outstanding Common
Stock.
Ivan Glasenberg Chief Executive Officer
(Citizen of Australia)
Zbynek E. Zak Chief Financial Officer
Peter A. Pestalozzi Attorney, Pestalozzi Loewenstrasse 1
Gmuer & Patry CH-8001 Zurich,
Switzerland
Craig A. Davis Chairman & Chief Executive 2511 Garden Road, Bldg. 349,025 shares of Common
(Citizen of the US) Officer of the A, Suite 200, Monterey, Stock which includes
Company California 93940 150,000 shares which are
subject to options
presently exercisable,
representing 1.1% of the
Company's outstanding
Common Stock.
Directors of Glencore Holding AG:
Name Position Business Address Share Ownership
---- -------- ---------------- ---------------
Willy R. Strothotte Chairman 23,500 shares of Common
(Citizen of Germany) Stock which includes
23,500 shares which are
subject to options
presently exercisable,
representing .07% of
the Company's
outstanding Common
Stock.
Ivan Glasenberg Chief Executive Officer
(Citizen of Australia)
9
Zbynek E. Zak Chief Financial Officer
Peter A. Pestalozzi Attorney, Pestalozzi Loewenstrasse 1
Gmuer & Patry CH-8001 Zurich,
Switzerland
Craig A. Davis Chairman & Chief 2511 Garden Road, 349,025 shares of Common
(Citizen of the US) Executive Officer of Bldg. A Suite 200, Stock which includes
the Company Monterey 150,000 shares which are
California 93940 subject to options
presently exercisable,
representing 1.1% of the
Company's outstanding
Common Stock.
Eberhard Knoechel Director 23,300 shares of Common
Stock, representing .07%
of the Company's
outstanding Common
Stock.
Daniel Dreyfuss Managing Director - 50 Berkley Street,
London Office London W1J 8HD,
United Kingdom
10