poa122004

-----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, LUaii40fHmWFz0/GlwxpSAtEBZIq7tJolXfagT7/0HpITJFS7TODVsOX45HuN1ja 2M/KlEelSX7NuJuXHitU2Q== 0001121842-04-000004.txt : 20041210 0001121842-04-000004.hdr.sgml : 20041210 20041210161417 ACCESSION NUMBER: 0001121842-04-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041209 FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000934747 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133245741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: PNC PLAZA - 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FETTEROLF C FREDERICK CENTRAL INDEX KEY: 0001121842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25642 FILM NUMBER: 041196582 BUSINESS ADDRESS: STREET 1: C/O Q-CORE ENTERPRISES STREET 2: 79 N INDUSTRIAL PARK 21O OVERLOOK DRIVE CITY: SEWICKLEY STATE: PA ZIP: 15143 BUSINESS PHONE: 5025898100 MAIL ADDRESS: STREET 1: C/O COMMONWEALTH INDUSTRIES INC STREET 2: 500 WEST JEFFERSON SUITE 1900 CITY: LOUISVILLE STATE: KY ZIP: 40202 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-12-09 1 0000934747 COMMONWEALTH INDUSTRIES INC/DE/ CMIN 0001121842 FETTEROLF C FREDERICK PNC PLAZA - 19TH FLOOR 500 W. JEFFERSON STREET LOUISVILLE KY 40202 1 0 0 0 Common Stock, par value $0.01 per share 2004-12-09 4 D 0 17605 D 0 D Employee Stock Option (Right to Buy) 15.375 2004-12-09 4 D 0 1000 D 1998-01-01 2007-01-01 Common Stock, par value $0.01 per share 1000 0 D Employee Stock Option (Right to Buy) 14.375 2004-12-09 4 D 0 1000 D 1999-01-01 2008-01-01 Common Stock, par value $0.01 per share 1000 0 D Employee Stock Option (Right to Buy) 8.81 2004-12-09 4 D 0 2500 D 2000-01-01 2009-01-01 Common Stock, par value $0.01 per share 2500 0 D Employee Stock Option (Right to Buy) 12.844 2004-12-09 4 D 0 5000 D 2001-01-01 2010-01-01 Common Stock, par value $0.01 per share 5000 0 D Employee Stock Option (Right to Buy) 4.219 2004-12-09 4 D 0 10000 D 2002-01-01 2011-01-01 Common Stock, par value $0.01 per share 10000 0 D Employee Stock Option (Right to Buy) 4.851 2004-12-09 4 D 0 10000 D 2003-01-01 2012-01-01 Common Stock, par value $0.01 per share 10000 0 D Employee Stock Option (Right to Buy) 6.755 2004-12-09 4 D 0 10000 D 2004-01-01 2013-01-01 Common Stock, par value $0.01 per share 10000 0 D Disposed of pursuant to the agreement and plan of merger, dated as of June 16, 2004, among Commonwealth Industries, Inc., Aleris International, Inc. (formerly IMCO Recycling Inc.), and Silver Fox Acquisition Company, each in exchange for 0.815 of a share of Aleris International, Inc. common stock having a market value of $15.80 per share on the effective date of merger. Each option was assumed by Aleris International, Inc. (formerly IMCO Recycling Inc.) and converted into an option to purchase 0.815 of a share of Aleris International, Inc. common stock on the terms and conditions specified in the agreement and plan of merger described in 1 above. Christopher R. Clegg (POA) 2004-12-10 EX-24 2 fett.htm poa122004

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Michael D. Friday, Christopher R. Clegg and Brian M. Rettaliata, or either of them signing singly, and with full power of substitution, the undersigneds true and lawful attorney in fact to

1. prepare, execute in the undersigneds name and on the undersigneds behalf, and submit to the U.S. Securities and Exchange Commission, the SEC, a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16a of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and or director of Commonwealth Industries, Inc., the Company, Forms 3, 4 and 5 in accordance with Section 16a of the Securities Exchange Act of 1934 and the rules thereunder;

3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of September, 2004.

C. Frederick Fetterolf

Signature

-----END PRIVACY-ENHANCED MESSAGE-----