-----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, NluyaR9kSqH17ZE7ygsLDLDAjcFcwXgE3aKIf1qzCslFR9Dao1P/GHrZ9aF9J07O Ecw4ZKIUICBhBUotoaTQGA== 0000811596-02-000004.txt : 20020415 0000811596-02-000004.hdr.sgml : 20020415 ACCESSION NUMBER: 0000811596-02-000004 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020401 FILER: 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: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09447 FILM NUMBER: 02597587 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: KAISERTECH LTD DATE OF NAME CHANGE: 19901122 NT 10-K 1 kac_12b25-040102.htm KAC FORM 12B-25 2001 Form 12b-25 for KAC
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12B-25


                           NOTIFICATION OF LATE FILING

                                                    Commission File No.  1-9447

            (Check One)
            [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
                  [ ] Form 10-Q and Form 10-KSB [ ] Form N-SAR
                       For Period Ended: December 31, 2001

                         [  ]  Transition Report on Form 10-K and Form 10-KSB
                         [  ]  Transition Report on Form 20-F
                         [  ]  Transition Report on Form 11-K
                         [  ]  Transition Report on Form 10-Q and Form 10-QSB
                         [  ]  Transition Report on Form N-SAR
                         For the Transition Period Ended:  N/A

      Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:  N/A

                                     PART I
                             REGISTRANT INFORMATION

      Full Name of Registrant:  Kaiser Aluminum Corporation

      Former name if applicable:  N/A

      Address of Principal
      Executive Office (Street and Number):          5847 San Felipe, Suite 2600
      City, state and zip code                       Houston, Texas  77057

                                     PART II
                             RULE 12B-25(B) AND (C)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)


          (a)   The reasons described in reasonable detail in Part III of this
                form could not be eliminated without unreasonable effort or
                expense;

          (b)   The subject annual report, semi-annual report, transition report
                on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
[X]             thereof, will be filed on or before the fifteenth calendar day
                following the prescribed due date; or the subject quarterly
                report or transition report on Form 10-Q, 10-QSB or portion
                thereof will be filed on or before the fifth calendar day
                following the prescribed due date; and

          (c)   The accountant's statement or other exhibit required by
                Rule 12b-25(c) has been attached if applicable.


                                    PART III
                                    NARRATIVE

      State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof could not
be filed within the prescribed time period.

           On February 12, 2002, the Company and certain of its subsidiaries
           filed for voluntary bankruptcy protection under Chapter 11 of the
           United States Bankruptcy Code (the "Code") in the United States
           Bankruptcy Court for the District of Delaware, and have been
           operating as debtors-in-possession thereafter. Senior management of
           the Company and key members of its accounting and finance staff have
           devoted a substantial portion of their time and effort to matters
           relating to the preparation of voluntary petitions under Chapter 11
           of the Code, the accumulation and reporting of information required
           by the Code and the Bankruptcy Court, the negotiation of debtor-in-
           possession financing, and the determination of the impacts of the
           Bankruptcy filing on the Company's financial statements and
           disclosure requirements. As a result, the Company was not able to
           complete the preparation and review process of the Company's Annual
           Report on Form 10-K prior to the required filing date. The Company
           will file its Annual Report on Form 10-K as promptly as possible upon
           finalization of its preparation and review.

                                     PART IV
                                OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification.

      John Wm. Niemand II            (713)                      267-3777
      (Name)                     (Area Code)                (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify report(s). [X] Yes [ ] No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?
      [X] Yes    [  ] No

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.

           The Company anticipates that its results from operations (excluding
           non-recurring items) will be consistent with the range cited in its
           press release dated December 20, 2001. However, the Company
           anticipates that certain significant non-recurring charges will be
           reflected in its 2001 results, including a non-cash charge associated
           with providing an increased valuation allowance in respect of the
           amount of deferred tax assets ("DTA") reflected on the balance sheet
           at December 31, 2001. The Company has re-evaluated the realizability
           of its deferred tax assets ("DTA") consistent with the "more likely
           than not criteria" established by Statements of Financial Accounting
           Standards No 109 "Accounting for Income Taxes." The Company
           anticipates that a non-cash charge will be provided for the entire
           DTA balance at December 31, 2001, which was approximately $480
           million. The Company believes, based on review of a number of
           Securities and Exchange Commission filings made by companies in
           Chapter 11, that the reevaluation of DTA's (and associated charge) is
           common. The DTA adjustment has no impact on the Company's liquidity,
           operations or loan compliance and is not intended, in any way, to be
           indicative of the Company's long-term prospects or ability to
           successfully reorganize. The Company is also currently completing its
           evaluation of certain long-lived assets for impairment as a result of
           the Chapter 11 filing and other recent events.


                           KAISER ALUMINUM CORPORATION
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

DATE:      April 1, 2002             By:    /S/ DANIEL D. MADDOX
                                                Daniel D. Maddox
                                            Vice President and Controller
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