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): August 3, 2004
CENTURY ALUMINUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-27918 13-3070826
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2511 GARDEN ROAD
BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(Address of principal executive offices) (Zip Code)
(831) 642-9300
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
Century Aluminum Company ("Century") issued a press release announcing its
intention to offer $250 million of its senior notes due 2014 (the "Notes")
through a private placement exempt from the registration requirements of the
Securities Act of 1933, as amended. A copy of the press release is attached to
this report as Exhibit 99.1.
Century intends to use the net proceeds from the sale of the Notes,
together with proceeds from a previously announced private placement of $150
million of its senior convertible notes due 2024, to purchase up to 100% of its
outstanding $325 million aggregate principal amount 11 3/4% senior secured first
mortgage notes that may be tendered pursuant to its earlier announced tender
offer and consent solicitation. The proceeds also will be used for general
corporate purposes, including to fund a portion of the costs related to the
ongoing expansion of Century's Nordural facility and to repurchase or redeem any
untendered first mortgage notes. Closing of the offering of the Notes and
completion of the tender offer are conditioned upon each other.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Press Release, dated August 3, 2004
99.2 Excerpts from Century Aluminum Company's preliminary
confidential offering circular dated August 3, 2004
relating to its proposed offering of senior notes due
2014.
ITEM 9. REGULATION FD DISCLOSURE
In connection with the offering of the Notes, Century is disclosing
certain information to prospective purchasers in its confidential preliminary
offering circular dated August 3, 2004. Century has elected to furnish certain
of this information in this current report on Form 8-K as Exhibit 99.2. The
information in this Item 9 and Exhibit 99.2 hereto was furnished for
informational purposes only and should not be deemed to be filed under the
Securities Act of 1933 or incorporated by reference into any other documents
unless such portion of this current report on Form 8-K is expressly and
specifically identified in such filing as being incorporated by reference
therein.
The Notes have not been registered under the Securities Act of 1933 or any
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act of 1933 and applicable state securities laws. This current
report on Form 8-K does not constitute an offer to sell or the solicitation of
an offer to buy the Notes.
This current report on Form 8-K together with the information in Exhibit
99.2 contain certain forward-looking statements with respect to Century's
financial
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condition, results of operations and business. These statements may be
identified by the use of forward-looking words such as "anticipate," "believe,"
"could," "estimate" "expect," "intend," "may," "should" and "would" or similar
words. All of these forward-looking statements are based on estimates and
assumptions made by Century's management that, although Century believes to be
reasonable, are inherently uncertain. Therefore, undue reliance should not be
placed upon such estimates and statements. There can be no assurance that any
such estimates or statements will be realized and it is likely that actual
results will differ materially from those contemplated by such forward looking
statements. Factors that may cause such differences include: Century's high
level of indebtedness reduces cash available for other purposes, such as the
payment of dividends, and limits its ability to incur additional debt and pursue
its growth strategy; the cyclical nature of the aluminum industry causes
variability in Century's earnings and cash flows; the loss of a major customer
would increase Century's production costs at those facilities which deliver
molten aluminum; Glencore International AG owns a large percentage of Century's
common stock and has the ability to influence matters requiring shareholder
approval; Century could suffer losses due to a temporary or prolonged
interruption of the supply of electrical power to its facilities, which can be
caused by unusually high demand, blackouts, equipment failure, natural disasters
or other catastrophic events; due to increasing prices for alumina, the
principal raw material used in primary aluminum production, changes to or
disruptions in Century's current alumina supply arrangements, including as a
result of a pending acquisition, could materially impact its raw material costs;
by expanding its geographic presence and diversifying its operations through the
acquisition of bauxite mining and alumina refining assets, Century is exposed to
new risks and uncertainties that could adversely affect its margins; changes in
the relative cost of certain raw materials and energy compared to the price of
primary aluminum could affect Century's margins; most of Century's employees are
unionized and any labor dispute or failure to successfully renegotiate an
existing labor agreement could materially impair its ability to conduct its
production operations at its unionized facilities; Century is subject to a
variety of environmental laws that could result in costs or liabilities; and
Century may not realize the expected benefits of its growth strategy if it is
unable to successfully integrate the businesses it acquires. Many of these
factors are beyond Century's and its management's control. Forward-looking
statements contained in this current report on Form 8-K and the information in
Exhibit 99.2 speak only as of the date on which they are made. Century
undertakes no obligation (other than as required by law) to publicly release the
result of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date thereof or to reflect the
occurrence of unanticipated events. Century qualifies all of its forward-looking
statements by these cautionary statements.
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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 thereunto duly authorized.
CENTURY ALUMINUM COMPANY
Date: August 3, 2004 By: /s/ Gerald J. Kitchen
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Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer and
Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated August 3, 2004
99.2 Excerpts from Century Aluminum Company's preliminary
confidential offering circular dated August 3, 2004
relating to its proposed offering of senior notes due
2014.
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