-----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, PERxmhghcS2PH0aqj9Ig6UqRCXN61fBf2/d1nNRzKE3N85w490ZEqUGfxuYi5cZR lcSk9H02BGHOuvuGwCK/CQ== /in/edgar/work/20000621/0000950123-00-005910/0000950123-00-005910.txt : 20000920 0000950123-00-005910.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-005910 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000407 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: [3350 ] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-27918 FILM NUMBER: 658257 BUSINESS ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 3042736000 MAIL ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 8-K/A 1 0001.txt AMENDMENT NO. 1 TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO.1 TO 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 7, 2000 CENTURY ALUMINUM COMPANY (Exact name of registrant as specified in its charter) DELAWARE 0-27918 13-3070826 (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2511 GARDEN ROAD BUILDING A, SUITE 200 MONTEREY, CALIFORNIA 93940 (Address of principal executive offices) (Zip Code) (831) 642-9300 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On April 20, 2000, Century Aluminum Company (the"Company") filed a Current Report on Form 8-K (the "Century Aluminum Initial Report") describing the acquisition of certain assets and the assumption of certain liabilities of Xstrata Aluminum Corporation ("Xstrata"). This Current Report on Form 8-K/A amends the Century Aluminum Initial Report by including with this Form 8-K/A the financial statements and pro forma financial information prescribed by Item 7 of Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Xstrata Aluminum Corporation - Financial Statements: Independent Auditor's Report - Ernst & Young, LLP Balance Sheet as of December 31, 1999 Statement of Operations and Retained Earnings for the Year Ended December 31, 1999 Statement of Cash Flows for the Year Ended December 31, 1999 Notes to Financial Statements (b) Pro Forma Financial Information: Pro Forma Condensed Combined Balance Sheet as of December 31, 1999 Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 1999 (c) Exhibits: 99.1 Consent of Ernst & Young, LLP 3 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 thereunto duly authorized. CENTURY ALUMINUM COMPANY Date: June 21, 2000 By: /s/ Gerald J. Kitchen --------------------- ----------------------------------- Executive Vice-President, General Counsel and Secretary 4 Xstrata Aluminum Corporation Financial Statements Year ended December 31, 1999 CONTENTS Report of Independent Auditors......................... 1 Financial Statements: Balance Sheet.......................................... 2 Statement of Operations and Retained Earnings.......... 4 Statement of Cash Flows ............................... 6 Notes to Financial Statements.......................... 8
5 Report of Independent Auditors The Board of Directors Xstrata Aluminum Corporation We have audited the accompanying balance sheet of Xstrata Aluminum Corporation (the "Company") as of December 31, 1999, and the related statements of operations and retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of Xstrata Aluminum Corporation at December 31, 1999, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP New York, NY February 18, 2000, except for Note 1, for which the date is April 7, 2000 6 Xstrata Aluminum Corporation Balance Sheet December 31, 1999 (In Thousands, Except Share Data)
ASSETS Current assets: Cash $ 1 Accounts receivable 7,434 Advances to equity investee 3,079 Inventory 4,765 Deferred income taxes 1,656 ------- Total current assets 16,935 Investment in subsidiaries 756 Property, plant and equipment, at cost, net 76,890 Goodwill, net of accumulated amortization of $508 2,262 ------- Total assets $96,843 ======= LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $ 4,146 Due to Glencore 4,700 Due to Parent 63,277 Accrued expenses and other liabilities 330 ------- Total current liabilities 72,453 Due to Glencore 3,120 ------- Total liabilities 75,573 Stockholder's equity: Common stock, $1 par value; 1,000 shares authorized, 100 issued and outstanding - Capital in excess of par value 15,380 Retained earnings 5,890 ------- Total stockholder's equity 21,270 ------- Total liabilities and stockholder's equity $96,843 =======
See accompanying notes 7 Xstrata Aluminum Corporation Statement of Operations and Retained Earnings For the year ended December 31, 1999 (In Thousands) Sales $ 65,946 Cost of sales 63,890 ----------------- Gross profit 2,056 Depreciation and amortization 4,613 Selling, general and administrative expenses 377 ----------------- Loss from operations (2,934) Other income (expense): Interest expense (5,266) Other, net 914 ----------------- (4,352) ----------------- Loss before income taxes (7,286) Income tax benefit 3,030 ----------------- Net loss (4,256) Retained earnings at beginning of year 10,146 ----------------- Retained earnings at end of year $ 5,890 =================
See accompanying notes. 8 Xstrata Aluminum Corporation Statement of Cash Flows For the year ended December 31, 1999 (In Thousands) OPERATING ACTIVITIES Net loss $ (4,256) Adjustments to reconcile loss from operations to net cash used in operating activities: Depreciation and amortization 4,613 Deferred income taxes (3,030) Undistributed earnings in equity investee (11) Changes in operating net assets and liabilities: Accounts receivable (586) Inventories (683) Other assets 41 Accounts payable 4,146 Accrued expenses and other liabilities (780) ----------------- Net cash used in operating activities (546) INVESTING ACTIVITIES Capital expenditures (1,917) Advances to equity investee (182) ----------------- Net cash used in investing activities (2,099) ----------------- FINANCING ACTIVITIES Change in due to parent 4,220 Repayments of note payable (1,578) ----------------- Net cash provided by financing activities 2,642 ----------------- Net decrease in cash (3) Cash, beginning of year 4 ----------------- Cash, end of year $ 1 =================
See accompanying notes. 9 Xstrata Aluminum Corporation Notes to Financial Statements December 31, 1999 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Xstrata Aluminum Corporation (the "Company"), is a wholly-owned subsidiary of Xstrata AG, a Swiss based diversified natural resource group. Its principal asset is a 23% undivided interest in certain property, plant and equipment which comprise an aluminum reduction facility in Mt. Holly, South Carolina ("Mt. Holly") and a 23% interest in a general partnership which operates and maintains Mt. Holly (the "Mt. Holly Partnership"). The Mt. Holly facility is involved in the reduction of alumina into aluminum. Aluminum is produced at the Mt. Holly reduction facility in the form of T-ingots, extrusion billets, rolling slabs and foundry ingots. With the exception of T-ingots all other primary aluminum products are considered to be premium products and sell at a premium to the commodity priced T-ingot. Mt. Holly is managed by Alcoa and 23% of production capacity is attributable to the Company. Since acquiring its interest in Mt. Holly in 1996, the Company has been party to an owners' agreement with Alumax (which was acquired by Alcoa) and Berkeley Aluminum which provides for joint ownership of the fixed assets of the facility on a pro-rata basis, and establishes Mt. Holly Aluminum to operate and maintain Mt. Holly. Pursuant to such agreement, each owner furnishes its own alumina for conversion to aluminum and is responsible for its pro-rata share of operational and conversion costs. In 1996, the Company entered into a 12 year off-take agreement with Glencore Ltd. ("Glencore"), covering the sale of all the Company's aluminum production at the prevailing price quoted on the London Metal Exchange (LME), plus a surcharge for premium products. A 12-year purchase agreement for all of the Company's alumina requirements was also entered into with Glencore, determining the price at a fixed percentage of the prevailing aluminum metal price, as quoted on LME. At December 31, 1999, Glencore International AG, the parent of Glencore, had a 39.5% ownership interest in Xstrata AG. On March 31, 2000, the Company sold its 23% undivided interest in Mt. Holly and the Mt. Holly partnership, the related accounts receivable, amounts due from the equity investee, inventory, accounts payable and certain accrued liabilities, to Berkeley Aluminum Corporation, a wholly-owned subsidiary of Century Aluminum Corporation, for approximately $95 million. In connection with the transaction, the Company repaid all amounts due to Glencore. (See Note 3). 10 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. INVENTORIES Inventories are stated at the lower of cost or market. The Company uses the first-in, first-out (FIFO) method of determining cost for its inventories. ACCOUNTS RECEIVABLE AND CONCENTRATIONS OF CREDIT RISK All trade accounts receivable are from the Company's sole customer, Glencore. The Company performs periodic credit evaluations of its customer's financial condition and does not require collateral. Historically, there have been no credit losses. LONG-LIVED ASSETS The Company accounts for its long-lived assets under Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, which requires impairment losses to be recognized for long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are not sufficient to recover the carrying value of the assets. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. DEPRECIATION AND AMORTIZATION Buildings, machinery and equipment, represents the Company's proportionate share of the building, machinery and equipment in Mt. Holly. These assets are depreciated using the straight-line balance method over the estimated useful lives of the individual assets, ranging from 5 to 20 years. Goodwill is amortized on a straight-line basis over twenty years. 11 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) REVENUE RECOGNITION Revenue is recognized upon delivery of product to the customer. Provisions are made for warranty and return costs at the time of sale. Such provisions have not been material. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Under this approach, differences between the financial statement and tax bases of assets and liabilities are determined annually, and deferred income tax assets and liabilities are recorded for those differences that have future tax consequences. Valuation allowances are established, if necessary, to reduce the deferred tax assets to an amount that will more likely than not be realized in future periods. Income tax expense is composed of the current tax payable or refundable for the period plus or minus the change in net deferred tax assets and liabilities. 2. TRANSACTIONS WITH PARENT Amounts payable to the parent are generally due upon demand and accordingly are classified as short term in the Company's balance sheet. The Company obtains financing primarily through U.S. dollar denominated borrowings from its parent, substantially all of which is interest bearing. The Company primarily utilized short term loans from its parent with terms up to six months and interest rates approximating LIBOR plus 2%. 3. DUE TO GLENCORE In connection with the off-take agreement for aluminum, in December 1996, Glencore and the Company entered into an agreement whereby Glencore made a $25 million prepayment to offset future billings by the Company for aluminum sold to Glencore. The prepayment agreement provided for the Company to repay Glencore $94 per ton of aluminum sold to Glencore plus a portion of the excess cash flow of the Company. The prepayment bears interest at 150 basis points above LIBOR and is unsecured and is for term of five years. 12 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 1999 consists of the following (in thousands): Land $ 5,278 Buildings 6,799 Machinery and equipment 80,918 Furniture, fixtures and other 873 ------------------ 93,868 Accumulated depreciation and amortization (16,978) ------------------ Property, plant and equipment, net $ 76,890 ==================
5. INCOME TAXES The income tax benefit for the year ending December 31, 1999 is as follows (in thousands): Current: Federal $ - State - ----------------- Total current tax provision - Deferred: Federal (3,030) State - ----------------- Total deferred tax benefit (3,030) ----------------- Total tax benefit $ (3,030) =================
The difference between the effective rate reflected in the income tax benefit for income taxes and the amount determined by applying the statutory U.S. rate of 35% to the loss before income taxes for 1999 is analyzed below (in thousands): Benefit at statutory rate $ (2,550) State income tax benefit (364) Other (116) ------------------ Total tax benefit $ (3,030) ==================
13 4. INCOME TAXES (CONTINUED) The Company reported deferred tax assets and liabilities at December 31, 1999 as follows (in thousands): Gross deferred tax liabilities $ (14,346) Gross deferred tax assets $ 16,002 ------------------------- Net deferred tax assets $ 1,656 =========================
The tax effect of temporary differences that give rise to significant portions of the Company's net deferred tax assets are comprised of interest, net operating loss carryforwards and AMT credit carryforwards, offset by tax depreciation and amortization in excess of book. The realization of the net deferred tax assets is dependent on the Company generating future taxable income. Based on financial projections prepared by management, the Company believes that it is likely to generate sufficient future taxable income to fully utilize the net deferred tax assets. The Company files its own federal and state income tax returns. The Company paid no income taxes in 1999. State franchise taxes of approximately $15,000 were paid in 1999. The Company has been informed that there is currently an audit being conducted by the U.S. Internal Revenue Service on the Mt. Holly partnership for the year 1995. No final tax assessment has yet been made by the IRS, however, any assessment that is made by the IRS, could have an impact on the Company's tax returns for the years 1996 through 1999. The impact, if any, on the Company's financial position or results of operations is currently not known. 5. MANAGEMENT SERVICES AGREEMENT In January 1996, the Company entered into management services agreement with Glencore, for Glencore to provide accounting, tax, and administrative services and for the management of Mt. Holly for the Company. The management fee is $150,000 per annum. The agreement was for three years, however, automatically extends at one-year intervals unless notice of termination is given by either party. 14 SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA The selected unaudited pro forma combined financial information presented below has been derived from the audited historical financial statements of the Company and Xstrata. The statements reflect management's present estimate of pro forma adjustments, including a preliminary estimate of the purchase price allocations, which ultimately may be different. The acquisition is being accounted for using the purchase method of accounting. Accordingly, assets acquired and liabilities assumed are recorded at their estimated fair values. The unaudited pro forma combined statements of operations for the year ended December 31, 1999 gives effect to the acquisition as if it had been consummated at the beginning of the period. The unaudited pro forma condensed combined balance sheet as of December 31, 1999 gives effect to the acquisition as if it had been consummated on that date. The unaudited pro forma condensed combined financial statements may not be indicative of the results that actually would have occurred if the transaction described above had been completed and in effect for the periods indicated or the results that may be obtained in the future. The unaudited pro forma condensed combined financial data presented below should be read in conjunction with the audited historical financial statements and related notes thereto of the Company and Xstrata. 15 Century Aluminum Company Unaudited Pro Forma Condensed Consolidated Balance Sheet December 31, 1999 (numbers in thousands)
Century Xstrata Pro Forma Pro Forma Historical Historical Adjustments Combined ---------- ---------- ----------- --------- ASSETS CURRENT ASSETS: Cash $ 85,008 $ 1 $ (95,000) (b) $ 1 9,992 (b) Restricted cash equivalents 5,821 - - 5,821 Accounts receivable, trade - net 38,499 7,434 - 45,933 Due from affiliates 15,991 3,079 (3,079) (a) 15,991 Inventories 44,936 4,765 - (b) 49,701 Prepaid and other assets 6,379 1,656 (1,656) (a) 6,379 ---------- --------- ---------- --------- Total current assets 196,634 16,935 (89,743) 123,826 Property, plant and equipment, net 105,158 76,890 6,380 (b) 188,428 Other assets 9,010 3,018 (3,018) (a) 4,006 (b) 13,016 ---------- --------- ---------- --------- TOTAL $ 310,802 $ 96,843 $ (82,375) $ 325,270 ========== ========= ========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable, trade $ 29,134 $ 4,146 $ - $ 33,280 Due to affiliates 10,737 67,977 (67,977) (a) 10,737 Accrued and other current liabilities 27,770 330 - 28,100 Accrued employee benefit costs - current portion 4,602 - - 4,602 ---------- --------- ---------- --------- Total current liabilities 72,243 72,453 (67,977) 76,719 Revolving term loan - - 9,992 (b) 9,992 Accrued pension benefits costs - less current portion 3,589 - - 3,589 Accrued postretirements benefits - less current portion 39,391 - - 39,391 Other liabilities 15,851 3,120 (3,120) (a) 15,851 ---------- --------- ---------- --------- Total noncurrent liabilities 58,831 3,120 6,872 68,823 SHAREHOLDERS' EQUITY: Common Stock 202 - - 202 Additional paid-in capital 164,409 15,380 (15,380) (a) 164,409 Retained earnings 15,117 5,890 (5,890) (a) 15,117 ---------- --------- ---------- --------- Total shareholders' equity 179,728 21,270 (21,270) 179,728 ---------- --------- ---------- --------- TOTAL $ 310,802 $ 96,843 $ (82,375) $ 325,270 ========== ========= ========== =========
16 Century Aluminum Company Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ended December 31, 1999 (numbers in thousands)
Century Xstrata Pro Forma Pro Forma Historical Historical Adjustments Combined ---------- ---------- ----------- --------- Net sales $566,276 $65,946 $ - $632,222 Cost of goods sold 739 (f) 572,921 68,503 370 (e) 642,533 -------- ------- ------- -------- Gross profit (6,645) (2,557) (1,109) (10,311) Selling, general and administrative expenses 18,884 377 - 19,261 -------- ------- ------- -------- Operating income (loss) (25,529) (2,934) (1,109) (29,572) Gain on sale of fabricating business 41,130 - - 41,130 Interest income (expense) - net (3,535) (5,266) 5,266 (a) (10,613) (5,253) (c) (1,825) (d) Net gain (loss) on forward contracts (5,368) - - (5,368) Other income (expense) (789) 914 - 125 -------- ------- ------- -------- Income (loss) before income taxes and extraordinary item 5,909 (7,286) (2,921) (4,298) Income tax (expense) benefit (628) 3,030 1,053 3,455 -------- ------- ------- -------- Net income (loss) before extraordinary item $ 5,281 $(4,256) $(1,868) $ (843) ======== ======= ======= ======== Basic average common shares outstanding 20,202 20,202 20,202 20,202 Diluted average common shares outstanding 20,357 20,357 20,357 20,357 Net income (loss) per share before extraordinary items Basic $ 0.26 $ (0.21) $ (0.09) $ (0.04) Diluted $ 0.26 $ (0.21) $ (0.09) $ (0.04)
The accompanying notes are an integral part of these financial statements. 17 CENTURY ALUMINUM COMPANY Notes to Pro Forma Condensed Financial Statements For the Year Ended December 31, 1999 Numbers in Thousands 1. Basis of Presentation On April 7, 2000, the Company, through its wholly-owned indirect subsidiary Berkeley Aluminum, Inc. ("Berkeley"), increased its 26.67% undivided interest in certain property, plant and equipment which comprise an aluminum reduction facility in Mt. Holly, South Carolina ("Mt. Holly") to 49.67% by purchasing a 23% undivided interest from Xstrata. Xstrata is a wholly-owned subsidiary of Xstrata AG, a publicly traded Swiss company ("Xstrata AG"). Glencore International AG ("Glencore") is a major shareholder of Xstrata AG and is also a major shareholder of the Company. As part of the purchase, Berkeley also acquired Xstrata's 23% interest in the general partnership which operates and maintains Mt. Holly. The allocation of the cash purchase price of $95,000 is as follows: Inventory $ 4,765 Accounts receivable 7,434 Fixed assets 83,271 Investment in partnership 4,006 Accounts payable (4,146) Accrued liabilities (330) -------------- Total purchase price $ 95,000 ==============
2. Pro Forma Adjustments a. To eliminate the Xstrata assets, liabilities and equity not acquired or assumed in connection with the Company's acquisition of the 23% interest in Mt. Holly. b. To reflect the purchase price as if the acquisition had occurred on December 31, 1999. c. To reflect interest expense on estimated additional borrowings from January 1 through December 31 assuming the acquisition had occurred on January 1, 1999. d. To reflect reduced interest income from October 1 through December 31 assuming the acquisition had occurred on January 1, 1999 and the Company used the proceeds from the sale of its fabrication business on September 21, 1999 to retire the additional debt incurred to fund the $95,000 purchase price. e. To reflect the effects of recording the Xstrata inventory purchase using the last-in, first-out (LIFO) costing method for the year ended December 31, 1999. f. To reflect the increase in depreciation expense as a result of the increase of the Xstrata fixed assets to their fair market value as if the acquisition had occurred on January 1, 1999. g. To reflect income tax effect of pro forma adjustments. 3. Commitments Subsequent to the purchase, the Company entered into a ten year agreement with Glencore to sell approximately 110,000 pounds of primary aluminum products per year. The first two years are at variable prices using a formula whose base is the quoted market price for primary aluminum on the London Metal Exchange ("LME"). The remaining eight years of the contract are at a fixed price as defined in the agreement. In addition, the Company assumed a supply agreement with Glencore for the Company's alumina raw material requirements. The unit cost is based on a fixed percentage of the market price of primary aluminum as quoted on the LME. The alumina supply agreement expires in 2008. EX-99.1 2 0002.txt CONSENT OF ERNST & YOUNG, LLP 1 Exhibit 99.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements on Form S-8 No. 333-15689 for the Century Aluminum Company 1996 Stock Incentive Plan, No. 333-15671 for the Century Aluminum Company Non- Employee Directors Stock Option Plan, No. 333-07239 for the Ravenswood Aluminum Corporation Salaried Employee Defined Contribution Retirement Plan, and Registration Statement No. 333-28827 for the Ravenswood Aluminum Corporation United Steelworkers of America Savings Plan, of our report dated February 18, 2000, except for Note 1, for which the date is April 7, 2000 with respect to the financial statements of Xstrata Aluminum Corporation for the year ended December 31,1999 included in Amendment No. 1 to Current Report 8-K/A of Century Aluminum Company filed with the Securities and Exchange Commision. ERNST & YOUNG LLP New York, NY June 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----