-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RZAOK3NIeJvYeoZ2o5PbMQV3CI/Rhr6Cyv6tvuUPTWRzbiEF1rdoTCYoM8HqwCh3 BgtMtDBSdIqrQ119GqxHRA== 0000054291-02-000002.txt : 20020414 0000054291-02-000002.hdr.sgml : 20020414 ACCESSION NUMBER: 0000054291-02-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020225 ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER ALUMINUM & CHEMICAL CORP CENTRAL INDEX KEY: 0000054291 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 940928288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03605 FILM NUMBER: 02557851 BUSINESS ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132673777 MAIL ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: PERMANENTE METALS CORP DATE OF NAME CHANGE: 19660905 8-K 1 kacc_8k-022502.htm KACC 8-K KACC 8-K
                                    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): February 12, 2002


                           KAISER ALUMINUM & CHEMICAL
                                   CORPORATION
             (Exact name of Registrant as Specified in its Charter)



                                    DELAWARE
                 (State or other jurisdiction of incorporation)



                                     1-3605
                            (Commission File Number)



                                   94-0928288
                     (I.R.S. Employer Identification Number)





      5847 SAN FELIPE, SUITE 2600
            HOUSTON, TEXAS                          77057-3010
(Address of Principal Executive Offices)            (Zip Code)




                                 (713) 267-3777
              (Registrant's telephone number, including area code)



Item 3.    Bankruptcy or Receivership

      On February 12, 2002, Kaiser Aluminum & Chemical Corporation, its
parent company, Kaiser Aluminum Corporation, and certain of their subsidiaries
filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). In connection with the filings, Kaiser Aluminum Corporation
and Kaiser Aluminum & Chemical Corporation executed a definitive loan
agreement for $300 million in debtor-in-possession financing (the "DIP
Financing"). On February 13, 2002, the Bankruptcy Court entered an interim order
approving the use of up to $100 million of the DIP Financing.

      On February 12, 2002, Kaiser Aluminum Corporation issued two press
releases and on February 13, 2002, it issued one press release, in the forms
attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, which press
releases are incorporated herein by reference.

Item 7.    Financial Statements and Exhibits

      (c)  Exhibits

           *Exhibit 99.1: Press release dated February 12, 2002, regarding
                filing of a voluntary petition under Chapter 11 of the United
                States Bankruptcy Code
           *Exhibit 99.2: Press release dated February 12, 2002, regarding DIP
                Financing
           *Exhibit 99.3: Press release dated February 13, 2002, regarding
                interim order from the Bankruptcy Court concerning DIP Financing

- ---------------------------
*  Included with this filing


                                   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.



                                    KAISER ALUMINUM & CHEMICAL
                                    CORPORATION
                                             (Registrant)


                                          /S/ Daniel D. Maddox
                                    By:   Daniel D. Maddox
Dated:  February 25, 2002                 Vice President and Controller





                                  EXHIBIT INDEX

*Exhibit 99.1: Press release dated February 12, 2002, regarding filing of a
   voluntary petition under Chapter 11 of the United States Bankruptcy Code
*Exhibit 99.2:  Press release dated February 12, 2002, regarding DIP Financing
*Exhibit 99.3: Press release dated February 13, 2002, regarding interim order
   from the Bankruptcy Court concerning DIP Financing

- ---------------------------

*  Included with this filing

EX-99 3 exhibit991-22502.htm EXHIBIT 99.1 Exhibit 99.1
                                                                    Exhibit 99.1

Contact:
Scott Lamb at (713) 267-3826
Richard Tauberman at 713-267-3630
Jamie Schwartz at 713-267-3630                                 February 12, 2002


            KAISER ALUMINUM FILES VOLUNTARY PETITION UNDER CHAPTER 11
                        OF UNITED STATES BANKRUPTCY CODE

   COMPANY FINALIZING $300 MILLION LOAN AGREEMENT TO FUND ONGOING OPERATIONS;
               PRODUCTION, CUSTOMER SERVICE NOT IMPACTED BY FILING

        HOUSTON, Texas, February 12, 2002 - Kaiser Aluminum Corporation
(NYSE:KLU) said today that the company and its operating subsidiary Kaiser
Aluminum & Chemical Corporation and certain of its wholly owned subsidiaries
have filed voluntary petitions under Chapter 11 of the Federal Bankruptcy Code
in the United States Bankruptcy Court for the District of Delaware.
        In conjunction with the filing, the company expects to enter into
definitive documentation today for $300 million in Debtor-in-Possession (DIP)
financing from Bank of America, subject to court approval. The DIP financing, in
combination with the company's current invested cash, should provide sufficient
liquidity to meet its ongoing operating needs. Kaiser's production and shipment
of bauxite, alumina, primary aluminum products, and fabricated aluminum products
will continue without interruption.
        Kaiser has been facing significant near-term debt maturities at a time
of unusually weak aluminum industry business conditions, depressed prices, and a
broad economic slowdown that was further exacerbated by the events of September
11. In addition, the company has become increasingly burdened by asbestos
litigation and growing legacy obligations for retiree medical and pension costs.
The confluence of these factors has created the prospect of continued operating
losses and negative cash flow, resulting in lower credit ratings and an
inability to access the capital markets. In October 2001, Jack A. Hockema, who
led the turnaround in Kaiser's fabricated products businesses, was named the
company's President and Chief Executive Officer.
        "When I came on board as President and CEO, it became evident that
Kaiser needed to accelerate the process it was pursuing to establish a
sustainable financial and operational framework," said Hockema. "While we have
examined many alternatives including, but not limited to, asset sales and debt
restructuring, no alternative provided more than a partial or temporary fix.
Only a filing provided the time and tools necessary to adequately address these
issues.
        "The decision to seek protection under Chapter 11 will provide Kaiser
with the opportunity to reorganize its financial structure and implement a
strategic plan to return to sustained profitability," said Hockema. "The
reorganization process will also allow the company to expand on and quicken the
pace of its operational improvements."
        "Our core businesses are sound. Our fabricated operations have good
market positions, 'best-in-class' customer service rankings, and continue to
make progress in implementing 'lean sigma' methods. At the same time our
commodities businesses are aggressively pursuing performance improvement
initiatives," added Hockema.
        For well over half a century, Kaiser Aluminum has produced a wide range
of products from 'upstream' bauxite, alumina and aluminum to 'downstream'
products for the aerospace, ground transportation, and industrial markets. The
company will continue to focus its energies on the quality products and superior
service for which it is known.
        Hockema concluded, "Kaiser employees have been the key to our past
success, and their continued loyalty and commitment to the job at hand will
ensure that we meet the challenges we face. There will be hard work and tough
decisions ahead, but we have weathered difficult times before and will use the
reorganization process to implement the financial and operational initiatives
that will position us for long-term success."
        Although the filing includes certain U.S. subsidiaries through which the
company holds an interest in foreign operations, it does not include the
operations of the following entities: the 65%-owned Alpart alumina refinery and
the 49%-owned Kaiser Jamaica Bauxite Company in Jamaica; the 20%-owned QAL
alumina refinery in Australia; the 90%-owned Valco aluminum smelter in Ghana;
the 49%-owned Anglesey aluminum smelter in Wales, or the 100%-owned extrusion
plant in Ontario, Canada. In this regard, and in conjunction with expected
approval of first-day court motions, Kaiser has taken appropriate steps designed
to ensure that its participation in each of these entities, including the
funding of certain costs and expenses, will not be impacted by the filings.
        For additional information, see the newly established restructuring
section of the company's web site (WWW.KAISERAL.COM) or call the newly
established restructuring hotline at 1-888-829-3340 or 1-402-220-0856.
        Kaiser Aluminum is a leading producer of alumina, primary aluminum and
fabricated aluminum products.

                                      F-915

        Company press releases may contain statements that constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The company cautions that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may vary materially
from those expressed or implied in the forward-looking statements as a result of
various factors.



EX-99 4 exhibit992-22502.htm EXHIBIT 99.2 Exhibit 99.2
                                                                    Exhibit 99.2


Contact:
Scott Lamb at (713) 267-3826
Richard Tauberman at (713) 267-3630
Jamie Schwartz at (713) 267-3630

February 12, 2002

             KAISER ALUMINUM EXECUTES DEFINITIVE LOAN AGREEMENT FOR
        $300 MILLION DEBTOR IN POSSESSION FINANCING FROM BANK OF AMERICA

   COMPANY EXPECTS DIP LINE AND EXISTING LIQUIDITY TO PROVIDE AMPLE LIQUIDITY
                  TO MEET OPERATING NEEDS DURING RESTRUCTURING

HOUSTON, Texas, February 12, 2002 - Kaiser Aluminum Corporation (NYSE:KLU),
which filed for Chapter 11 protection earlier today, announced that it has
executed a definitive loan agreement with Bank of America for $300 million in
DIP Financing, subject to Bankruptcy Court Approval. The DIP financing, in
combination with the company's current invested cash, should provide sufficient
liquidity to meet its ongoing operating needs. Kaiser's production and shipment
of bauxite, alumina, primary aluminum products, and fabricated aluminum products
will continue without interruption.

For additional information, see the newly established restructuring section of
the company's web site (www.kaiseral.com http://www.kaiseral.com/) or call the
newly established restructuring hotline at 1-888-829-3340 or 1-402-220-0856.

Kaiser Aluminum is a leading producer of alumina, primary aluminum and
fabricated aluminum products.


Company press releases may contain statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The company cautions that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may vary materially from those expressed
or implied in the forward-looking statements as a result of various factors.

                                      F-916
EX-99 5 exhibit993-22502.htm EXHIBIT 99.3 Exhibit 99.3

                                                                    Exhibit 99.3
Contact:
Scott Lamb at (713) 267-3826

February 13, 2002


        KAISER ALUMINUM GRANTED INTERIM USE OF UP TO $100 MILLION OF $300
               MILLION DIP FINANCING IN VOLUNTARY CHAPTER 11 CASE

                         COURT APPROVES FIRST-DAY ORDERS

HOUSTON, Texas, February 13, 2002 - Kaiser Aluminum Corporation (NYSE:KLU) said
today that the company has received interim approval from the Bankruptcy Court
to use up to $100 million of its $300 million in Debtor-in-Possession (DIP)
financing, together with existing invested cash, to continue operations, pay
employees, and purchase goods and services going forward during its voluntary
Chapter 11 case. At today's hearing, the company received Court approval to,
among other things, pay pre-petition and post-petition wages, salaries, and
benefits to its employees, and to honor obligations to its customers.

Interim approval of a portion of the total DIP commitment is common in Chapter
11 reorganization cases. A final hearing on the DIP facility is expected to
occur in the next 30 days. The approval of only a portion of the facility is not
an issue for Kaiser, as usage of the DIP facility in the near-term is expected
to be limited to issuance of letters of credit. Immediate borrowings under the
DIP facility are not anticipated as Kaiser has adequate invested cash for the
foreseeable future at the petition date.

"We are pleased with the Court's prompt approval of the first-day orders," said
Jack Hockema, President and CEO of Kaiser. "The interim approval of our DIP
financing, combined with the company's invested cash, should provide adequate
funding to meet our employee and supplier obligations as well as build on the
performance improvement initiatives we have recently put in place. Kaiser's
operations, production and delivery schedules will continue without
interruption. We appreciate the support being shown by our employees, customers
and suppliers as we begin the restructuring process."

For additional information on Kaiser's restructuring, visit the company's web
site at www.kaiseral.com http://www.kaiseral.com/ or call the Kaiser
restructuring hotline at 1-888-829-3340 or 1-402-220-0856.

Kaiser Aluminum is a leading producer of alumina, primary aluminum and
fabricated aluminum products.

Company press releases may contain statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The company cautions that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may vary materially from those expressed
or implied in the forward-looking statements as a result of various
factors.

                                     F-917

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