-----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, A5yqBH0NvDBaEjnLsbliGZ71iFNDZJGVeMjhQSrsmfzhhGHKgNK+LyhtiXfqmi2e klDzxUTO8y2lMx1EBVADZQ== 0000900421-02-000010.txt : 20020414 0000900421-02-000010.hdr.sgml : 20020414 ACCESSION NUMBER: 0000900421-02-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021202 ITEM INFORMATION: Other events FILED AS OF DATE: 20020213 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03924 FILM NUMBER: 02539242 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7139757600 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 8-K 1 maxxam_8k-02122002.htm FORM 8-K Form 8-K
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                       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): February 12, 2002




                                   MAXXAM INC.
             (Exact name of Registrant as Specified in its Charter)



                                    Delaware
                 (State or other jurisdiction of incorporation)




                                     1-3924
                            (Commission File Number)



                                   95-2078752
                     (I.R.S. Employer Identification Number)




                           5847 San Felipe, Suite 2600
                                 Houston, Texas
                    (Address of Principal Executive Offices)
                                      77057
                                   (Zip Code)


       Registrant's telephone number, including area code: (713) 975-7600


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



Item 5.  Other Events.

      Attached as Exhibits 99.1 and 99.2 are press releases dated February 12,
2002 and issued by Kaiser Aluminum Corporation ("KAC"), the registrant's
62%-owned subsidiary, and the registrant, respectively, in connection with KAC's
filing for Chapter 11 bankruptcy protection.

      Also attached as Exhibit 99.3 is a press release related to KAC obtaining
debtor in possession financing, subject to bankruptcy court approval




                                   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.





Date:  February 12,  2002
                                                    MAXXAM INC.
                                                   (Registrant)


                                           By: /s/ Bernard L. Birkel
                                              ------------------------
                                                 Bernard L. Birkel
                                                     Secretary





                                  EXHIBIT INDEX


*Exhibit 99.1:  KAC's Press Release dated February 12, 2002 regarding
                filing Chapter 11

*Exhibit 99.2:  Registrant's Press Release dated February 12, 2002

*Exhibit 99.3:  KAC's Press Release dated February 12, 2002 related to debtor
                in possession financing



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


* Included with this filing



EX-99 3 maxxam_ex991-02122002.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' 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 maxxam_ex992-02122002.htm EXHIBIT 99.2 Exhibit 99.2
                                                                    Exhibit 99.2

                                                               February 12, 2002

                                                               Media: Josh Reiss
                                                                  (713) 267-3740
                                                            Investors: Ron Kurtz
                                                                  (713) 267-3686


                MAXXAM INC. STATEMENT REGARDING KAISER ALUMINUM'S
                            CHAPTER 11 REORGANIZATION

     HOUSTON, Texas (February 12, 2002) - Kaiser Aluminum has today filed a
voluntary petition in U.S. Bankruptcy Court for the District of Delaware to
reorganize under Chapter 11 of the U.S. Bankruptcy Code

     MAXXAM Inc. (AMEX: MXM) directly and indirectly owns 62 percent of Kaiser
Aluminum.

     THE DECISION BY KAISER ALUMINUM TO FILE FOR CHAPTER 11 REORGANIZATION
SHOULD HAVE NO EFFECT ON THE EMPLOYEES, VENDORS, OR CUSTOMERS OF MAXXAM'S FOREST
PRODUCTS, REAL ESTATE, AND RACING OPERATIONS. In addition, it is MAXXAM's
understanding that Kaiser Aluminum intends to continue its general operations as
it restructures.

     Kaiser Aluminum (NYSE:KLU) has issued a press release containing additional
information regarding this announcement.

                                  ###155-021202



     Company press releases may contain statements that constitute
"forward-looking statemenst" 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 5 maxxam_ex993-02122002.htm EXHIBIT 99.3 Exhibit 99.3
                                                                    Exhibit 99.3

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


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