FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 29, 2005
KAISER ALUMINUM CORPORATION
(Exact name of Registrant as Specified in its Charter)
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Delaware
(State of incorporation)
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1-9447
(Commission File Number)
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94-3030279
(I.R.S. Employer Identification Number) |
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27422 Portola Parkway, Suite 350
Foothill Ranch, California
(Address of Principal Executive Offices)
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92610-2831
(Zip Code) |
(949) 614-1740
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events
Results of voting on Plan of Reorganization
On November 29, 2005, Kaiser Aluminum Corporation (the “Company”) issued a press release announcing
that the Company’s Second Amended Plan of Reorganization (the “Plan”) had been accepted by all
classes of creditors entitled to vote on the Plan. A voting report filed with the U.S. Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”) by Logan & Company, the claims agent in
the Company’s Chapter 11 case, indicates that on an aggregate basis over 90 percent of creditors
who voted, representing more than 90 percent of the claim amounts that voted, accepted the Plan.
Based on these voting results, the Company is positioned to proceed with confirmation of the Plan.
The Disclosure Statement and the Company’s Form 10-Q for the period ended September 30, 2005 (the
“September 2005 Form 10-Q”) provide additional detail on the Plan and the related proposed
distributions.
Notwithstanding the broad creditor support for the Plan, certain objections to the Plan have
been filed and some additional limited objections are expected. The Company, through its
advisors, will attempt to reach a consensual resolution of as many of these objections as possible
over the coming weeks. The Bankruptcy Court has scheduled hearings on January 9, 2006 and January
10, 2006 to consider confirmation of the Plan and hear any unresolved objections. In addition to
the required confirmation of the Plan by the Bankruptcy Court, the United States District Court
must affirm the confirmation. No assurances can be provided as to whether or when the Plan will be
confirmed by the Bankruptcy Court, affirmed by the District Court, or ultimately consummated, and
if consummated, as to the amount of distributions to be made to individual creditors.
A copy of the press release announcing the filing of the voting results on the Plan is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Settlement of Third Party Unsecured Pre-Petition Claim
In the September 2005 Form 10-Q, the Company disclosed that the Unsecured Creditors’ Committee
(“UCC”) had recently been negotiating with a third party that had asserted an approximate $67.0
million claim for damages against Kaiser Bauxite Company (“KBC”), a debtor and wholly owned
subsidiary of Kaiser Aluminum & Chemical Corporation (“KACC”), arising from KBC’s rejection of that
party’s bauxite supply contract. No provision was included in the Company’s consolidated financial
statements in the September 2005 Form 10-Q, as the Company did not believe that the claim was
probable or reasonably estimatable at September 30, 2005.
The UCC’s negotiations have resulted in a settlement that the Company supports. Pursuant to
the settlement, among other things, the Company has agreed to (a) allow the third party an
unsecured pre-petition claim in the amount of $42.1 million (b) substantively consolidate KBC with
certain of the other debtors solely for the purpose of treating that claim, and any other unsecured
pre-petition claims of KBC, under the Plan and (c) modify the Plan to implement the settlement. In
consideration of the settlement, the third party has, among other things, agreed to not object to
the Plan. The settlement and the modifications to the Plan are subject to approval of the
Bankruptcy Court. The Company has requested that the Bankruptcy Court consider the settlement and
the modifications at a hearing to be held in December 2005. While the UCC, the Asbestos Claimants’
Committee, the Asbestos Future Claimants’ Representative, the Silica and Coal Tar Pitch Future
Claimants’ Representative and the Salaried Retirees’ Committee have all consented to the settlement
and the modifications, no assurances can be provided that the Bankruptcy Court will approve the
settlement and the modifications. If the settlement is ultimately approved by the Bankruptcy Court,
the Company will record a charge for the settlement amount in Discontinued Operations and will
reflect an increase in Discontinued Operations (liabilities subject to compromise) in the same
amount. If the settlement is not approved by the Bankruptcy Court, the amount of the third party’s
claim would not be resolved and the third party would retain its rights to object to the Plan and
pursue any other remedies it determined appropriate.
Additional Conditional Settlements with Insurers
As previously disclosed in the September 2005 Form 10-Q, through September 30, 2005 the Company had
entered into certain conditional settlement agreements with insurers under which the insurers
agreed (in aggregate) to pay approximately $208.0 million in respect of substantially all coverage
under certain policies having a combined face value of approximately $257.0 million. The Bankruptcy
Court has approved both of these conditional settlements. The Company also has disclosed that
additional conditional insurance settlements
were possible. During November 2005, the Company entered into additional conditional insurance
settlement agreements with 8 different groups of insurers under which the insurers (in aggregate)
agreed to pay approximately $154.0 million in respect of substantially all coverage under certain
policies having a combined face value of approximately $186.0 million. The conditional terms and
structures of these additional agreements were substantially the same as the disclosed terms of the
earlier agreements except that certain of the settlement payments would be made to the applicable
personal injury trust over time rather than in a lump sum (for example, assuming, among other
things, an emergence in early to mid 2006, payments would be made as follows: approximately $94.0
million in 2006, $21.0 in 2007 and approximately $39.0 million in relatively ratable amounts
between 2008 and 2014). The additional conditional insurance settlements are subject to Bankruptcy
Court approval and, similar to the previous agreements, are null and void if the Company does not
emerge from Chapter 11 pursuant to terms of the Plan. The Company continues to believe that
ultimate collection of the approximately $965.0 million of personal injury-related insurance
receivables in total is probable, even if the conditional insurance settlements are approved by the
Bankruptcy Court and become effective. However, no assurances can be provided that Bankruptcy Court
approval will be obtained or that the Plan will become effective.
Negotiations with other insurers continue.
Item 9.01 Financial Statements and Exhibits
( c ) Exhibits
* 99.1 Press Release dated November 29, 2005
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Included with this filing. |