8-K

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): November 3, 2005

ALERIS INTERNATIONAL, INC.

(Exact name of Registrant as specified in charter)

Delaware	1-7170	75-2008280
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

25825 Science Park Drive, Suite 400 Beachwood, Ohio	44122
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (216) 910-3400

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05. Costs Associated with Exit or Disposal Activities

(a) On November 3, 2005, the Company announced a plan to close and dismantle its Carson, California rolling mill and coil coating facility. The plan provides that production at the Carson facility will be phased-out during the first quarter of 2006 and the site will be permanently closed shortly thereafter. After an evaluation of potentially redundant manufacturing facilities following the October 3, 2005 acquisition of ALSCO Holdings, Inc., the Company determined that process limitations at the Carson facility and the related unfavorable cost structure did not justify the continued operation this facility.

(b) The total costs associated with the closure are expected to range from $25 million to $30 million and consist of asset impairment charges in the range of $15 million to $20 million as set forth in Item 2.06 of this Current Report on Form 8-K, employee termination benefits of approximately $5 million, and other costs of approximately $5 million.

(c) The total amount excepted to be incurred in connection with the closure is $25 million to $30 million.

(d) The Company expects that the closure will result in future cash expenditures of approximately $10 million.

All anticipated costs and charges set forth in response to this Item 2.05 exclude potential gain, if any, on the sale of Carson facility assets.

Item 2.06. Material Impairments

(a) In accordance with the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, on November 3, 2005, the Company’s senior management concluded that as a result of the decision to close and dismantle the Carson facility it would be necessary to record an impairment charge on the long-lived assets associated with the Carson facility. The impaired assets consist of inventory and property, plant, and equipment.

(b) The Company estimates the impairment charge to be approximately $15 million to $20 million

(c) No portion of the impairment charge will result in future cash expenditures by the Company.

All anticipated impairment charges set forth in response to this Item 2.06 exclude potential gain, if any, on the sale of Carson facility assets.

Item 7.01. Regulation FD Disclosure

On November 3, 2005, Aleris issued a press release regarding closing and dismantling of the Carson facility. A copy of the press release is attached hereto as Exhibit 99.1.

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The information contained in this Current Report on Form 8-K and on Exhibit 99.1 contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements contained in this report and on such exhibit that are not historical in nature are considered to be forward-looking statements. They include statements regarding our expectations, hopes, beliefs, estimates, intentions or strategies regarding the future. These include statements that contain words such as “believe”, “expect”, “ anticipate”, “intend”, “estimate”, “should”, and similar expressions intended to connote future events and circumstances, and include statements regarding future earnings and earnings per share, future improvements in margins, processing volumes and pricing, improvements in internal controls, future effects of derivatives accounting, anticipated continuation of strengthened U.S. and worldwide industrial activity, expected cost savings, and anticipated synergies resulting from the business combination between Commonwealth Industries, Inc. (“Commonwealth”) and us.

Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that actual results could differ materially from those described in the forward-looking statements. These risks and uncertainties would include, without limitation, our ability to effectively integrate the business and operations of Commonwealth and our other acquisitions; slowdowns in automotive production in the U.S. and Europe; the financial condition of our customers and future bankruptcies and defaults by our major customers; the availability at favorable cost of aluminum scrap and other metal supplies that we processes; our ability to enter into effective metals, natural gas and other commodity derivatives; future natural gas and other fuel costs; a weakening in industrial demand resulting from a decline in economic conditions, including any decline caused by terrorist activities or other unanticipated events; future utilized capacity of our various facilities; restrictions on and future levels and timing of capital expenditures; retention of major customers; the timing and amounts of collections; the future mix of product sales vs. tolling business; currency exchange fluctuations; future write-downs or impairment charges which may be required because of the occurrence of uncertainties listed above; and other risks listed in our filings with the Securities and Exchange Commission, including but not limited to our annual report on Form 10-K for the year ended December 31, 2004 and our quarterly reports on Form 10-Q for the quarters ended March 31 and June 30, 2005, particularly the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cautionary Statement on Forward-Looking Information” contained therein.

The forward-looking statements contained in this report and on such exhibit are made only as of the date hereof. We do not assume any obligation to update any of these forward-looking statements.

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Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Number	Description
99.1	Aleris Press Release dated November 3, 2005

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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 hereunto duly authorized.

	ALERIS INTERNATIONAL, INC.
Dated: November 3, 2005	/s/ Robert R. Holian
	Robert R. Holian
	Senior Vice President and Controller

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INDEX TO EXHIBITS

Exhibit Number	Description	Page
99.1	Aleris Press Release dated November 3, 2005

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EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

ALERIS ANNOUNCES THE CLOSING

OF ITS CARSON, CALIFORNIA FACILITY

BEACHWOOD, OH – November 3, 2005 – Aleris International, Inc. (NYSE:ARS) announced today that it has concluded an evaluation of potentially redundant manufacturing facilities related to the recently completed ALSCO acquisition and will be permanently closing and dismantling its Carson, California rolling mill and coil coating facility. Production will be phased-out during the first quarter of 2006 and the site will be closed shortly thereafter.

“Process limitations at this facility, and a related unfavorable cost structure have led us to conclude that continued operation of Carson is not justified, “said John Wasz, President of Aleris Rolled Products. “We will serve our West Coast customers from our other production facilities. In addition, this decision will allow us to capture a substantial portion of the $12 million of synergies on an annualized basis, announced with the ALSCO acquisition,” stated Wasz.

Aleris has approximately 163 employees at the Carson facility. The facility supplies semi-fabricated aluminum coil and painted coil for building and construction, consumer durables and electrical applications. Aleris estimates the closure will result in restructuring charges related to asset impairments, employee termination benefits and other costs ranging from $23 million to $25 million in the fourth quarter of 2005 and

$3 million to $5 million in 2006.

Aleris International, Inc. is a major North American manufacturer of rolled aluminum products and is a global leader in aluminum recycling and the production of specification alloys. We are also a leading manufacturer of value-added zinc products that include zinc oxide, zinc dust and zinc metal. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates 33 production facilities in the U.S., Brazil, Germany, Mexico and Wales, and employs approximately 4,000 employees. For more information about the Company, please visit our Web site at www.aleris.com.

Contact:	Michael D. Friday
	Aleris International, Inc.
	Phone # 216-910-3503

SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements made in this news release are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These include statements that contain words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should” and similar expressions intended to connote future events and circumstances, and include statements regarding future actual and adjusted earnings and earnings per share; future improvements in margins, processing volumes and pricing; overall 2005 operating performance; anticipated higher adjusted effective tax rates; expected cost savings; success in integrating Aleris’s recent acquisitions; its future growth; an anticipated favorable economic environment in 2006; future benefits from acquisitions and new products; expected benefits from industry consolidation and post-hurricane reconstruction; and anticipated synergies resulting from the merger with Commonwealth and other acquisitions. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that actual results could differ materially from those described in the forward-looking statements. These risks and uncertainties would include, without limitation, Aleris’s levels of indebtedness and debt service obligations; its ability to effectively integrate the business and operations of its acquisition; further slowdowns in automotive production in the U.S. and Europe, the financial condition of Aleris’s customers and future bankruptcies and defaults by major customers; the availability at favorable cost of aluminum scrap and other metal supplies that the Company processes; the ability of the Company to enter into effective metals, natural gas and other commodity derivatives; continued increases in natural gas and other fuel costs of the Company; a weakening in industrial demand resulting from a decline in U.S. or world economic conditions caused by terrorist activities or other unanticipated events; future utilized capacity of the Company’s various facilities; a continuation of building and construction customers and distribution customers reducing their inventory levels and reducing the volume of the Company’s shipments; restrictions on and future levels and timing of capital expenditures; retention of the Company’s major customers; the timing and amounts of collections; currency exchange fluctuations; future write-downs or impairment charges which may be required because of the occurrence of some of the uncertainties listed above; and other risks listed in the Company’s filings with the Securities and Exchange Commission, including but not limited to the Company’s quarterly reports on Form 10-Q for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005 and its annual report on Form 10-K for the fiscal year ended December 31, 2004, particularly the sections entitled “Risk Factors” contained therein.