-----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, OKqWlR77u3z3gmsHiAoRvdLiX+fRZLZNxvsRa4w66cvdL+I79iggevGCVyb7xki3 6BPWWf8HddXb0xIsUWryPQ== 0000892569-08-000595.txt : 20080416 0000892569-08-000595.hdr.sgml : 20080416 20080416172513 ACCESSION NUMBER: 0000892569-08-000595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080414 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080416 DATE AS OF CHANGE: 20080416 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52105 FILM NUMBER: 08760541 BUSINESS ADDRESS: STREET 1: 27422 PORTOLA PARKWAY, SUITE 350 CITY: FOOTHILL RANCH STATE: CA ZIP: 92610-2831 BUSINESS PHONE: 949-614-1740 MAIL ADDRESS: STREET 1: 27422 PORTOLA PARKWAY, SUITE 350 CITY: FOOTHILL RANCH STATE: CA ZIP: 92610-2831 FORMER COMPANY: FORMER CONFORMED NAME: KAISERTECH LTD DATE OF NAME CHANGE: 19901122 8-K 1 a39948e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
UNITED STATES
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): April 14, 2008
KAISER ALUMINUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation)
  0-52105
(Commission
File Number)
  94-3030279
(I.R.S. Employer
Identification No.)
     
27422 Portola Parkway, Suite 350
Foothill Ranch, California

(Address of Principal Executive Offices)
  92610-2831
(Zip Code)
(949) 614-1740
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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))
 
 

 


TABLE OF CONTENTS

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 99.1


Table of Contents

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2008, the employment relationship between Joseph P. Bellino and Kaiser Aluminum Corporation (the “Company”) terminated. Prior to such termination, Mr. Bellino served as the Company’s Executive Vice President and Chief Financial Officer.
The Company and Mr. Bellino have entered into a severance letter (the “Severance Letter”) pursuant to which Mr. Bellino is entitled to receive the benefits provided under Sections 4.1 and 4.5 of his employment agreement, including the following: (i) a cash payment equal to two times his current annual salary; (ii) a prorated portion of his target bonus under the Company’s 2008 short-term incentive compensation plan (the “2008 STI Plan”); and (iii) continued medical and disability benefits for up to two years. Mr. Bellino will also continue to receive a car allowance for two years. In addition, pursuant to the Severance Letter, the restrictions on the shares of restricted stock granted to Mr. Bellino on July 6, 2006 will be deemed to have lapsed, effective April 16, 2008. All other outstanding grants made to Mr. Bellino under the Company’s Amended and Restated 2006 Equity and Performance Incentive Plan will be cancelled. A copy of the Severance Letter is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with Mr. Bellino’s departure, Daniel J. Rinkenberger was appointed as Senior Vice President and Chief Financial Officer effective April 14, 2008. Mr. Rinkenberger will also continue to serve as our Treasurer. Mr. Rinkenberger, 49, served as our Vice President and Treasurer from January 2005 to April 2008. He previously served as our Vice President of Economic Analysis and Planning from February 2002 through January 2005. He served as Vice President of Planning and Business Development of Kaiser Fabricated Products division from June 2000 through February 2002. Prior to that, he served as Vice President, Finance and Business Planning of Kaiser Flat-Rolled Products division from February 1998 to February 2000, and as our Assistant Treasurer from January 1995 through February 1998. Before joining the Company, he held a series of positions of increasing responsibility in the Treasury Department at Pennzoil Corporation. He holds a Master of Business Administration degree in finance from the University of Chicago and a Bachelor of Education degree from Illinois State University. He is a Chartered Financial Analyst.
In connection with Mr. Rinkenberger’s appointment as Senior Vice President and Chief Financial Officer, his compensation package was adjusted to (i) increase his annual base salary from $242,000 to $300,000, effective April 16, 2008; (ii) increase his threshold, target and maximum payout under the 2008 STI Plan from $42,350, $81,070 and 254,100, respectively, to $75,000, $150,000 and $450,000, respectively; and (iii) provide him 1,939 additional shares of restricted stock and 4,632 additional performance shares under the Company’s 2008-2010 long-term incentive program, effective April 14, 2008.
Mr. Bellino’s departure and Mr. Rinkenberger’s appointment are in no way related to any disagreement between the Company and Mr. Bellino regarding the Company’s accounting or financial reporting practices.
A copy of the press release announcing the appointment of Mr. Rinkenberger and the termination of Mr. Bellino’s employment relationship with the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.   Financial Statements and Exhibits.
     (d) Exhibits.
         
Exhibit    
Number   Description
       
 
  10.1    
Severance Letter between Joseph P. Bellino and the Company dated April 16, 2008.
       
 
  99.1    
Press Release dated April 16, 2008.

 


Table of Contents

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 CORPORATION
(Registrant)
 
 
  By:   /s/ John M. Donnan    
    John M. Donnan   
Date: April 16, 2008    Senior Vice President, General Counsel and Secretary   
 

 


Table of Contents

EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  10.1    
Severance Letter between Joseph P. Bellino and the Company dated April 16, 2008.
       
 
  99.1    
Press Release dated April 16, 2008.

 

EX-10.1 2 a39948exv10w1.htm EXHIBIT 10.1 exv10w1
 

Exhibit 10.1
April 16, 2008
Mr. Joseph P. Bellino
c/o Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610
Dear Joe:
     This letter reflects the terms of our agreement in regard to the impact of your departure on your employment agreement dated as of July 6, 2006 (the “employment agreement”) and outstanding equity grants. Pursuant to our agreement:
  1)   you will receive the benefits contemplated by Sections 4.1 and 4.5 of your employment agreement, including the continuation of your car allowance for two years, in each case based on a termination date of April 14, 2008; and
 
  2)   the restricted shares granted to you on July 6, 2006 will vest and all other equity grants issued to you will be canceled effective as of the date of this letter.
     If the foregoing reflects your understanding of the terms of our agreement, please acknowledge your agreement by executing this letter in the space provided below.
         
    KAISER ALUMINUM CORPORATION
 
       
 
  By:   /s/ John M. Donnan
 
       
 
      Senior Vice President and General Counsel
 
       
Agreed and accepted this 16th day of
April, 2008:
       
 
       
/s/ Joseph P. Bellino
       
         
JOSEPH P. BELLINO
       
     
 
  27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
Tel (949) 614-1740
Fax (949) 614-1930
www.kaiseraluminum.com

EX-99.1 3 a39948exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
FOR IMMEDIATE RELEASE
Kaiser Aluminum Appoints Daniel J. Rinkenberger Senior Vice President
and Chief Financial Officer
FOOTHILL RANCH, Calif. — April 16, 2008 — Kaiser Aluminum (NASDAQ:KALU) today announced the appointment of Daniel J. Rinkenberger to the position of senior vice president and chief financial officer (CFO). Rinkenberger replaces Joseph P. Bellino, who has left the company to pursue other interests.
“Dan is a seasoned financial executive who has made significant contributions to the company throughout his career,” said Jack A. Hockema, president, chairman and CEO of Kaiser Aluminum. “He has deep knowledge of Kaiser Aluminum’s business and has been a key player in all of our significant business decisions for the past decade. He is the ideal person to lead this critical function.
“With Joe’s departure, we are fortunate to have Dan ready to step in immediately,” added Hockema. “Joe joined the company at a critical time and played a key role in strengthening the quality and depth of our financial organization. We wish Joe all the best in his future endeavors.”
Prior to assuming the CFO position, Rinkenberger served in a variety of financial roles with Kaiser Aluminum. He joined the company in 1991, became assistant treasurer in 1995, and was elected to the position of vice president and treasurer in January 2005. Between 1997 and 2002, he served in the fabricated products business unit in various financial and business planning functions. From 2002 to 2005, Rinkenberger served as the company’s vice president — economic analysis and planning. He holds a Master of Business Administration degree in Finance from the University of Chicago and a Bachelor of Education degree from Illinois State University.
Kaiser Aluminum, headquartered in Foothill Ranch, Calif., is a leading producer of fabricated aluminum products, serving customers worldwide with highly-engineered solutions for aerospace and high-strength, general engineering, and custom automotive and industrial applications. The company’s 11 plants in North America annually produce more than 500 million pounds of value-added sheet, plate, extrusions, forgings, rod, bar and tube products, adhering to traditions of quality, innovation and service that have been key components of our culture since the company was founded in 1946. The company’s stock is included in the Russell 2000® index. For more information, please visit www.kaiseraluminum.com.
F-1091
Certain statements in this release relate to future events and expectations and, as a result, constitute forward-looking statements involving known and unknown risks and uncertainties that may cause actual results, performance or achievements of the company to be different from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) the effectiveness of management’s strategies and decisions; (b) adverse changes in economic or aluminum industry conditions generally; (c) adverse changes in the markets served by the company, including the aerospace, defense, general engineering, automotive, distribution and other markets; (d) the company’s inability to achieve the level of cash generation, margin improvements, cost savings, or earnings or revenue growth anticipated by management; (e) the impact of the company’s future earnings, financial condition, capital requirements and other factors on its ability to pay future dividends and any decision by the company’s board of directors in that regard; and (f) the other risk factors summarized in the company’s Form 10-K for the year ended December 31, 2007 and other reports filed with the Securities and Exchange Commission.
Investor Relations Contact:
Dan Rinkenberger
Kaiser Aluminum
(949) 614-1740
Public Relations Contact:
Geoff Mordock
Fleishman-Hillard
(213) 489-8271

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