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): November 29, 2005

KAISER ALUMINUM & CHEMICAL
CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware
(State of incorporation) 1-3605
(Commission File Number) 94-0928288
(I.R.S. Employer Identification Number)

27422 Portola Parkway, Suite 350 Foothill Ranch, California	92610-2831
(Address of Principal Executive Offices)	(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 & Chemical 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 the Company, 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

* 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)
	By:	/s/ Daniel D. Maddox
Dated: November 29, 2005		Daniel D. Maddox
		Vice President and Controller

EXHIBIT INDEX

Exhibit 99.1 Press Release dated November 29, 2005*

* Included with this filing.

EX-99.1

FOR IMMEDIATE RELEASE Exhibit 99.1

For Information: Geoff Mordock
Telephone: (213) 489-8271

Kaiser Aluminum Creditors Vote by Wide Margins to Accept Amended
Plan of Reorganization

FOOTHILL RANCH, Calif. — November 29, 2005 — Kaiser Aluminum announced today that the company’s Second Amended Plan of Reorganization (the “Plan”) has 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 Kaiser Aluminum’s Chapter 11 case, indicates that on an aggregate basis more than 90 percent of Kaiser Aluminum’s creditors who voted — representing more than 90 percent of the claim amounts that voted — accepted the Plan. Based on these voting results, Kaiser Aluminum is positioned to proceed with confirmation of the Plan.

“The company’s reorganization has addressed a significant number of very complex issues,” said Jack A. Hockema, president and CEO, Kaiser Aluminum. “Many difficult decisions had to be weighed to achieve a fair and equitable outcome for all the creditors involved. That the plan was accepted by such an overwhelming majority of our creditors is a testament to the dedication and tireless efforts of all those involved in the process."

Hockema added, “The company is now poised to emerge as a strong and viable leader in the fabricated aluminum products market. We could not have reached this point without the strong support provided by our customers, suppliers and the loyal Kaiser Aluminum employees who remained focused on running the business with excellence.”

The Bankruptcy Court approved the Disclosure Statement related to the Plan on September 7, 2005. The Disclosure Statement and Kaiser Aluminum’s Form 10-Q for the period ended September 30, 2005 provide additional detail on the Plan and the related proposed distributions. In addition, the Plan and related Disclosure Statement are posted in the Restructuring section of Kaiser Aluminum’s web site at www.kaiseraluminum.com.

Notwithstanding the broad creditor support for the Plan, certain objections to the Plan have been filed and some additional limited objections are expected. Kaiser Aluminum, 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 entry of an order confirming the Plan by the Bankruptcy Court, the United States District Court must affirm the confirmation order. No assurances can be provided as to whether or when the Bankruptcy Court will confirm the Plan, the District

Court will affirm the confirmation order, or the Plan will be consummated, and, if consummated, as to the amount of distributions to be made to individual creditors.

Kaiser Aluminum (OTCBB: KLUCQ) is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrial applications.

F-1030

Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the future economic performance and financial condition of Kaiser, the status and progress of the company’s reorganization, the plans and objectives of the company’s management and the company’s assumptions regarding such performance and plans. Kaiser 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. Actual events could differ materially from those reflected in the forward-looking statements contained in this press release as a result of various factors, including but not limited to those relating to: obtaining confirmation of the Plan by the Bankruptcy Court and affirmation of confirmation by the U.S. District Court and thereafter consummating the Plan; competition in the industry in which Kaiser operates; the loss of Kaiser’s customers or changes in the business or financial condition of such customers; conditions in the markets in which Kaiser operates; economic, regulatory and political factors in the foreign countries in which Kaiser operates, services customers or purchases raw materials; unplanned business interruptions; increases in the cost of raw materials Kaiser uses; rising energy costs; Kaiser’s hedging program; expiration of the power agreement of Anglesey; Kaiser’s loss of key personnel or inability to attract such personnel; employee relations; pending asbestos-related legislation; Kaiser’s compliance with health and safety, environmental and other legal regimes; environmental and other legal proceedings or investigations affecting Kaiser; Kaiser’s ability to implement new technology initiatives; Kaiser’s ability to protect proprietary rights to technology; and other risks described in the Disclosure Statement, a copy of which is posted on the company’s website.