As filed with the Securities and Exchange Commission on July 5, 2006.
Registration No. 333-00071
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KAISER ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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3334
(Primary standard industrial
classification code number)
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94-3030279
(I.R.S. Employer
Identification No.) |
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
(949) 614-1740
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
John M. Donnan, Esq.
Vice President and General Counsel
Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
(949) 614-1740
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
Troy B. Lewis, Esq.
Anna Marie Dempsey, Esq.
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
(214) 220-3939
Approximate date of commencement of proposed sale to the public: Not applicable.
Deregistration of unsold securities.
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
o
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o _____________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o _____________
Deregistration of Securities
On January 5, 1996, Kaiser Aluminum Corporation (the Company) filed a registration statement
on Form S-3 (the Registration Statement) with respect to the offer and sale, from time to time,
of up to 10,000,000 shares of the Companys common stock, par value $.01 per share (the Old Common
Stock), by MAXXAM Inc.
On February 12, 2002, the Company filed a voluntary petition for relief under chapter 11 of
title 11 of the United States Code. Pursuant to the Second Amended Joint Plan of Reorganization of
Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor
Affiliates, dated September 7, 2005, as modified and as confirmed by an order of the United States
Bankruptcy Court for the District of Delaware entered on February 6, 2006, which confirmation order
was affirmed by an order of the District Court for the District of Delaware entered on May 11, 2006
(the Plan), all shares of the Old Common Stock will be cancelled upon the effectiveness of the
Plan. The Plan is expected to become effective on July 6, 2006. Accordingly, this Post-Effective
Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date hereof,
all shares of the Old Common Stock included in the Registration Statement that were not previously
offered and sold by MAXXAM Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Foothill Ranch, State of California, on this
5th day of July, 2006.
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KAISER ALUMINUM CORPORATION
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By: |
/s/ Joseph P. Bellino
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Joseph P. Bellino |
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Executive Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed below by the following persons in the capacities
and on the dates indicated.
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SIGNATURES |
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TITLE |
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DATE |
/s/ Jack A. Hockema
Jack A. Hockema |
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President and
Chief Executive Officer and
Director
(Principal Executive Officer)
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July 5, 2006 |
/s/ Joseph P. Bellino
Joseph P. Bellino |
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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July 5, 2006 |
/s/ Daniel D. Maddox
Daniel D. Maddox |
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Vice President and
Controller
(Principal Accounting Officer)
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July 5, 2006 |
/s/ George T. Haymaker, Jr.
George T. Haymaker, Jr. |
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Chairman of the Board and
Director
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July 5, 2006 |
/s/ Robert J. Cruikshank
Robert J. Cruikshank |
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Director
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July 5, 2006 |
/s/ Charles E. Hurwitz
Charles E. Hurwitz |
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Director
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July 5, 2006 |
/s/ Ezra G. Levin
Ezra G. Levin |
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Director
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July 5, 2006 |
/s/ John D. Roach
John D. Roach |
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Director
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July 5, 2006 |