-----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, Rx7JqzNCBDH9byG0ezUHFFhUbTcOlqQqkBr4zwzqgsHyyv3YUFzv8oVlyqoJb/dD onvnatPnbMysdngQlDP+Mg== 0000950129-06-000612.txt : 20060125 0000950129-06-000612.hdr.sgml : 20060125 20060125153934 ACCESSION NUMBER: 0000950129-06-000612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060123 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: 20060125 DATE AS OF CHANGE: 20060125 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: 001-09447 FILM NUMBER: 06549572 BUSINESS ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132673777 MAIL ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2500 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: KAISERTECH LTD DATE OF NAME CHANGE: 19901122 8-K 1 h32360e8vk.htm KAISER ALUMINUM CORPORATION e8vk
 

 
 
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): January 23, 2006
KAISER ALUMINUM CORPORATION
(Exact name of Registrant as Specified in its Charter)
         
Delaware   1-9447   94-3030279
(State of incorporation)   (Commission File Number)   (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 5.02 Departure of Directors or Principal Officers; Election of Directors: Appointment of Principal Officers.
On January 23, 2006, Kerry A. Shiba resigned his position as the Chief Financial Officer of Kaiser Aluminum Corporation and it’s wholly owned subsidiary Kaiser Aluminum & Chemical Corporation. A copy of the press release announcing Mr. Shiba’s resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
     ( c ) Exhibits
        *      99.1      Press Release dated January 24, 2006
 
*   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 CORPORATION
                    (Registrant)
 
 
  By:   /s/ Daniel D. Maddox    
Dated: January 25, 2006    Daniel D. Maddox   
    Vice President and Controller   
 

 


 

EXHIBIT INDEX
Exhibit 99.1           Press Release dated January 24, 2006*
 
*   Included with this filing.

 

EX-99.1 2 h32360exv99w1.htm PRESS RELEASE DATED JANUARY 24, 2006 exv99w1
 

     
FOR IMMEDIATE RELEASE
   
 
  Exhibit 99.1
Media Contact: Geoff Mordock
   
Telephone: (213) 489-8271
   
Kaiser Aluminum Announces Resignation of Chief Financial Officer; Company
Creates Newly-Formed “Office of the CFO”
Foothill Ranch, Calif. — January 24, 2006 — Kaiser Aluminum today announced that Kerry A. Shiba has resigned as chief financial officer.
The company also announced the creation of the “Office of the CFO,” which will handle Mr. Shiba’s duties until a successor is determined. The “Office of the CFO” will consist of President and CEO Jack A. Hockema, Vice President and Controller Daniel D. Maddox and Vice President and Treasurer Daniel J. Rinkenberger.
Mr. Shiba’s decision to resign is based on a personal relationship with another employee which the company determined to be inappropriate. The resignation is in no way related to the company’s internal controls, financial statements, financial performance or financial condition.
“Kerry Shiba is a talented financial executive who made a significant contribution in the company’s restructuring efforts,” said Hockema. “However, we are fortunate to have a strong and experienced management team that stepped in immediately. We remain well positioned to complete the company’s restructuring and lead it into the future.”
Mr. Maddox joined the company in 1996 and, since 1998, has been the Corporate Controller and Principal Accounting Officer. Before joining Kaiser Aluminum, he was with Arthur Andersen LLP for 14 years.
Mr. Rinkenberger joined the company in 1991, became Assistant Treasurer in 1995, and was elected to the position of Vice President and Treasurer effective 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, Mr. Rinkenberger served as the company’s Vice President — Economic Analysis and Planning.
F-1033
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’ assumptions regarding such performance and plans. Kaiser cautions that any such forward-looking statements are not guarantees of future performance or events and involve significant risks and uncertainties, and that actual performance or events may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Actual performance or 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: the identification of a qualified successor chief financial officer, the satisfaction or waiver of the various conditions to effectiveness of Kaiser’s plan

 


 

of reorganization and the consummation of the transactions contemplated by the plan of reorganizations, 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 ability 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 relating to Kaiser’s plan of reorganization, a copy of which disclosure statement is posted on the company’s website. No assurance can be given as to when a successor chief financial officer will be designated, as to whether or when the various conditions to effectiveness of Kaiser’s plan of reorganization will be satisfied or waived or as to whether or when the transactions contemplated by the plan of reorganization will ultimately be consummated.

 

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