-----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, N8pOFISTmwgaNRB4v9d5o1yAFqROz/USwqh76MhpozLalTdihbVkOP24FRdMBCBx UYFnKtx8mlS5LB1/pAw24g== 0000900421-97-000001.txt : 19970103 0000900421-97-000001.hdr.sgml : 19970103 ACCESSION NUMBER: 0000900421-97-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970102 SROS: AMEX SROS: PHLX SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KAISER ALUMINUM CORP CENTRAL INDEX KEY: 0000811596 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 943030279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38488 FILM NUMBER: 97500460 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7139757600 MAIL ADDRESS: STREET 1: 6177 SUNOL BLVD CITY: PLEASANTON STATE: CA ZIP: 77057-7769 FORMER COMPANY: FORMER CONFORMED NAME: KAISERTECH LTD DATE OF NAME CHANGE: 19901122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAXXAM INC CENTRAL INDEX KEY: 0000063814 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 952078752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132673669 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: MCO HOLDINGS INC DATE OF NAME CHANGE: 19881115 FORMER COMPANY: FORMER CONFORMED NAME: MCCULLOCH OIL CORP DATE OF NAME CHANGE: 19800630 FORMER COMPANY: FORMER CONFORMED NAME: MCCULLOCH OIL CORP OF CALIFORNIA DATE OF NAME CHANGE: 19691118 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- SCHEDULE 13G/A INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Kaiser Aluminum Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 483007 10 0 (CUSIP Number) CUSIP No. 483007 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MAXXAM INC. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 5) SOLE VOTING POWER 22,061,750--See Item 4 NUMBER OF 6) SHARED VOTING POWER SHARES 27,938,250--See Item 4 BENEFICIALLY OWNED BY 7) SOLE DISPOSITIVE POWER EACH 22,061,750--See Item 4 REPORTING PERSON 8) SHARED DISPOSITIVE POWER WITH 27,938,250--See Item 4 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000-- See Item 4 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES / / 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9) 63.6%--See Item 4 12) TYPE OF REPORTING PERSON HC CUSIP No. 483007 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MAXXAM GROUP HOLDINGS INC. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 5) SOLE VOTING POWER See Item 4 NUMBER OF 6) SHARED VOTING POWER SHARES 27,938,250--See Item 4 BENEFICIALLY OWNED BY 7) SOLE DISPOSITIVE POWER EACH See Item 4 REPORTING PERSON 8) SHARED DISPOSITIVE POWER WITH 27,938,250--See Item 4 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,938,250--See Item 4 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES / / 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9) 35.5% 12) TYPE OF REPORTING PERSON HC CUSIP No. 483007 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FEDERATED DEVELOPMENT COMPANY 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 5) SOLE VOTING POWER N/A NUMBER OF 6) SHARED VOTING POWER SHARES See Item 4 BENEFICIALLY OWNED BY 7) SOLE DISPOSITIVE POWER EACH N/A REPORTING PERSON 8) SHARED DISPOSITIVE POWER WITH See Item 4 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 4 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES / / 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9) See Item 4 12) TYPE OF REPORTING PERSON CO CUSIP No. 483007 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FEDERATED DEVELOPMENT INC. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 5) SOLE VOTING POWER N/A NUMBER OF 6) SHARED VOTING POWER SHARES See Item 4 BENEFICIALLY OWNED BY 7) SOLE DISPOSITIVE POWER EACH N/A REPORTING PERSON 8) SHARED DISPOSITIVE POWER WITH See Item 4 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 4 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES / / 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9) See Item 4 12) TYPE OF REPORTING PERSON CO CUSIP No. 483007 10 0 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHARLES E. HURWITZ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA 5) SOLE VOTING POWER N/A NUMBER OF 6) SHARED VOTING POWER SHARES See Item 4 BENEFICIALLY OWNED BY 7) SOLE DISPOSITIVE POWER EACH N/A REPORTING PERSON 8) SHARED DISPOSITIVE POWER WITH See Item 4 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 4 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES / / 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9) See Item 4 12) TYPE OF REPORTING PERSON* IN ITEM 1(A). NAME OF ISSUER: Kaiser Aluminum Corporation (the "Company") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5847 San Felipe, Suite 2600, Houston, Texas 77057 ITEM 2(A). NAME OF PERSON FILING: MAXXAM Inc. ("MAXXAM") MAXXAM Group Holdings Inc. ("MGHI") Federated Development Company ("Federated") Federated Development Inc. ("FDI") Charles E. Hurwitz ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business office of each of MAXXAM, MGHI, Federated, FDI and Mr. Hurwitz is 5847 San Felipe, Suite 2600, Houston, Texas 77057. ITEM 2(C). CITIZENSHIP: FDI, MAXXAM and MGHI: Delaware Federated: New York Charles E. Hurwitz: United States of America ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value (the "Common Stock") ITEM 2(E). CUSIP NUMBER: 483007 10 0 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D- 2(B), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP. MAXXAM: (a) Amount beneficially owned: 50,000,000 shares (see below) (b) Percent of class: 63.6% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 22,061,750 (see below) (ii) Shared power to vote or to direct the vote: 27,938,250 (see below) (iii) Sole power to dispose or to direct the disposition of: 22,061,750 (see below) (iv) Shared power to dispose or to direct the disposition of: 27,938,250 (see below) MGHI: (a) Amount beneficially owned: 27,938,250 shares (see below) (b) Percent of class: 35.5% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: Not Applicable (see below) (ii) Shared power to vote or to direct the vote: 27,938,250 (see below) (iii) Sole power to dispose or to direct the disposition of: Not Applicable (see below) (iv) Shared power to dispose or to direct the disposition of: 27,938,250 (see below) MGHI is a newly formed, wholly owned subsidiary of MAXXAM. On December 23, 1996, 27,938,250 shares of Common Stock of the Company, which were directly owned by MAXXAM at such time, were transferred from MAXXAM to be held directly by MGHI (the "Transferred Shares"). MAXXAM retained direct ownership of 22,061,750 shares of Common Stock of the Company. The shares of Common Stock held by MAXXAM and MGHI represent approximately 28.1% and 35.5%, respectively, or 63.6% in the aggregate, of the outstanding capital stock of the Company on a fully diluted basis. MAXXAM is shown as having shared voting and investment power with respect to the Transferred Shares as MGHI is a wholly owned subsidiary of MAXXAM. The Transferred Shares are pledged as security for the 11-1/4% Senior Secured Notes and 12-1/4% Senior Secured Discount Notes (the "MGI Notes") of MAXXAM Group Inc., MGHI's wholly owned subsidiary. To the extent that any of the Transferred Shares are released from the Indenture securing the MGI Notes, up to 16,055,000 are required to be pledged as security for the 12% Senior Secured Notes of MGHI. This amendment represents MGHI's initial filing on this matter. Federated, FDI and Mr. Hurwitz: Federated, FDI and Mr. Hurwitz together beneficially own 61.2% of the total voting power of MAXXAM. Federated is wholly owned by Mr. Hurwitz, members of his immediate family and trusts for the benefit thereof. FDI is a wholly owned subsidiary of Federated. By reason of FDI's ownership interest in MAXXAM, Federated's ownership of FDI and Mr. Hurwitz's ownership of Federated and his position as an officer, director and/or trustee of Federated, FDI and MAXXAM, Federated, FDI and Mr. Hurwitz may be deemed to possess, indirectly, shared power to vote or dispose of, the Common Stock of the Company owned by MAXXAM and MGHI. Pursuant to Rule 13d-4, Federated and Mr. Hurwitz disclaim beneficial ownership of such Common Stock. This amendment represents FDI's initial filing on this matter. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Exhibit 1, Agreement of Joint Filing pursuant to Rule 13d(1)-f promulgated under the Securities Exchange Act of 1934. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable ITEM 10. CERTIFICATION. Not applicable SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: January 2, 1997 MAXXAM INC. /s/ Byron L. Wade Name: Byron L. Wade Title: Vice President, Secretary and Deputy General Counsel SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: January 2, 1997 MAXXAM GROUP HOLDINGS INC. /s/ Byron L. Wade Name: Byron L. Wade Title: Vice President, Secretary and Deputy General Counsel SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: January 2, 1997 FEDERATED DEVELOPMENT COMPANY /s/ James H. Paulin, Jr. Name: James H. Paulin, Jr. Title: Secretary and Treasurer SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: January 2, 1997 FEDERATED DEVELOPMENT INC. /s/ James H. Paulin, Jr. Name: James H. Paulin, Jr. Title: Secretary and Treasurer SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: January 2, 1997 /s/ Charles E. Hurwitz Charles E. Hurwitz EXHIBIT 1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G/A (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 2, 1997. MAXXAM INC. /s/ Byron L. Wade Name: Byron L. Wade Title: Vice President, Secretary and Deputy General Counsel MAXXAM GROUP HOLDINGS INC. /s/ Byron L. Wade Name: Byron L. Wade Title: Vice President, Secretary and Deputy General Counsel FEDERATED DEVELOPMENT COMPANY /s/ James H. Paulin, Jr. Name: James H. Paulin, Jr. Title: Secretary-Treasurer FEDERATED DEVELOPMENT INC. /s/ James H. Paulin, Jr. Name: James H. Paulin, Jr. Title: Secretary-Treasurer /s/ Charles E. Hurwitz Charles E. 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