-----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, IRJUdEdKwUiguTt89FbLaIuK15h/WfPi83eeVRl7/eTvg6sPHuU8/IEUGHzpI5RU KJN+3iNK2zULmNV0fjzdxw== 0000950123-04-009075.txt : 20040802 0000950123-04-009075.hdr.sgml : 20040802 20040730213048 ACCESSION NUMBER: 0000950123-04-009075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040517 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27918 FILM NUMBER: 04943567 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 1 y99527ke8vk.txt FORM 8-K 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): May 17, 2004 CENTURY ALUMINUM COMPANY (Exact name of registrant as specified in its charter) DELAWARE 0-27918 13-3070826 (State or other jurisdiction (Commission (IRS Employer Identification No.) of Incorporation) File Number) 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) ITEM 5. OTHER EVENTS. On July 29, 2004, Century Aluminum Company ("Century") issued a press release announcing that it intended to sell, subject to market and other conditions, $150 million of its Convertible Senior Notes due 2024 to certain qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release announcing the proposed private placement of Century's Convertible Senior Notes is attached hereto as Exhibit 99.1. Century also announced on July 29, 2004 that it had commenced a cash tender offer for any and all of its outstanding 11.75% Senior Secured First Mortgage Notes Due 2008 ("First Mortgage Notes") (CUSIP No. 156431AC2) and was soliciting consents to proposed amendments to the indenture governing the First Mortgage Notes that would eliminate substantially all of the restrictive covenants and certain default provisions in the indenture. A copy of the press release announcing Century's tender offer and consent solicitation is attached hereto as Exhibit 99.2. On July 30, 2004, Century announced the pricing of its previously reported private offering of $150 million of 1.75% Convertible Senior Notes due August 1, 2024, to certain qualified institutional buyers. A copy of the press release announcing the pricing of the Convertible Senior Notes is attached hereto as Exhibit 99.3. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS. The following exhibits are filed with this report on Form 8-K: EXHIBIT INDEX
Exhibit Number Description - -------------- ---------------------------------------------- 99.1 Press Release, dated July 29, 2004, announcing Century's proposed private placement of $150 million of its Convertible Senior Notes. 99.2 Press Release, dated July 29, 2004, announcing Century's tender offer and consent solicitation relating to its outstanding 11.75% Senior Secured First Mortgage Notes Due 2008. 99.3 Press Release, dated July 30, 2004, announcing the pricing of $150 million of Century's 1.75% Convertible Senior Notes due August 1, 2024.
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: July 30, 2004 By: /s/ Gerald J. Kitchen ----------------------------------- Name: Gerald J. Kitchen Title: Executive Vice President, General Counsel Chief Administrative Officer and Secretary EXHIBIT INDEX
Exhibit Number Description - -------------- ---------------------------------------------- 99.1 Press Release, dated July 29, 2004, announcing Century's proposed private placement of $150 million of its Convertible Senior Notes. 99.2 Press Release, dated July 29, 2004, announcing Century's tender offer and consent solicitation relating to its outstanding 11.75% Senior Secured First Mortgage Notes Due 2008. 99.3 Press Release, dated July 30, 2004, announcing the pricing of $150 million of Century's 1.75% Convertible Senior Notes due August 1, 2024.
EX-99.1 2 y99527kexv99w1.txt PRESS RELEASE Exhibit 99.1 NEWS RELEASE (CENTURY ALUMINUM LOGO) CENTURY ANNOUNCES $150 MILLION PROPOSED PRIVATE PLACEMENT OF CONVERTIBLE NOTES MONTEREY, CA, AUGUST JULY 29, 2004 - Century Aluminum Company (NASDAQ: CENX) announced today that it intends to sell, subject to market and other conditions, $150 million of its convertible senior notes due 2024 ("Notes") through a private placement exempt from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"). Century intends to grant to the initial purchasers of the Notes a 30-day option to purchase up to an additional $25 million of Notes. The Notes will be senior unsecured obligations of Century, and will be convertible at a fixed conversion rate into cash or a combination of cash and Century common stock. In general, upon conversion of a Note, the holder of such Note shall receive cash equal to the principal amount of the Note and, at Century's election, either cash, Century common stock, or a combination thereof, for the Note's conversion value in excess of such principal amount, if any. The conversion rate, interest rate and other terms will be determined upon pricing of the Notes. Century intends to use the net proceeds from the sale of the Notes, together with proceeds from a future private placement of senior unsecured debt, to fund a planned tender offer and consent solicitation for any or all of its outstanding 11-3/4% senior secured first mortgage notes and for general corporate purposes, which could include acquisitions and a planned expansion of the Company's Nordural facility. The sale of the Notes will be not conditioned upon Century's completion of the tender offer and consent solicitation. The Notes will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes and the underlying Century common stock that may be issued upon conversion of the Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act. ABOUT CENTURY Century is a leading U.S.-based primary aluminum producer with 615,000 metric-tons-per-year ("mtpy") of primary aluminum production capacity. Century owns and operates a 244,000-mtpy primary aluminum reduction facility at Hawesville, KY, a 170,000-mtpy facility in Ravenswood, WV and a 90,000-mtpy facility in Grundartangi, Iceland. Century also owns a 49.67-percent interest in a 222,000-mtpy facility in Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operator of the facility. Century's corporate offices are located in Monterey, CA. FORWARD LOOKING STATEMENTS This press release may contain "forward-looking statements" within the meaning of U.S. federal securities laws. Century has based its forward-looking statements on current expectations and projections about the future, however these statements are subject to risks, uncertainties and assumptions, any of which could cause Century's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in Century's filings with the Securities and Exchange Commission. Century does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made. CONTACT: Century Aluminum Company A. T. Posti, 831-642-9364 -2- EX-99.2 3 y99527kexv99w2.txt PRESS RELEASE EXHIBIT 99.2 NEWS RELEASE CENTURY ALUMINUM CENTURY ALUMINUM COMPANY ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION JULY 29, 2004, MONTEREY, CA - Century Aluminum Company (NASDAQ: CENX) announced today that it has commenced a cash tender offer for any and all of its outstanding 11-3/4% Senior Secured First Mortgage Notes Due 2008 ("Notes") (CUSIP No. 156431AC2). Century is also soliciting consents to proposed amendments to the indenture governing the Notes that would eliminate substantially all of the restrictive covenants and certain default provisions in the indenture. The tender offer will expire at 10:00 a.m., New York City time, on August 26, 2004, unless extended or terminated (the "Expiration Date"). The tender offer and consent solicitation are being made solely pursuant to an Offer to Purchase and Consent Solicitation Statement, dated July 29, 2004, and related Letter of Transmittal, which include a more comprehensive description of the terms and conditions thereof. The principal purpose of the tender offer and consent solicitation is to refinance Century's outstanding Notes with debt bearing a lower interest rate, thereby reducing the Company's annual interest expense. The Company intends to fund the tender offer and consent solicitation and any expenses incurred in connection therewith with proceeds from planned private placements of new debt. The tender offer and consent solicitation are being made in conjunction with, and are conditioned upon, the consummation of such private placements. The tender offer is also conditioned upon the receipt of consents from the holders of at least a majority of the outstanding principal amount of such Notes to amend the indenture governing the Notes and certain general conditions. Under the terms of the tender offer, the purchase price for each $1,000.00 principal amount of Notes validly tendered and accepted for purchase by Century will be determined on August 12, 2004 based on the present value of the Notes as of the payment date, calculated in accordance with standard market practice, assuming each $1,000.00 principal amount of the Notes would be paid at a price of $1,058.75 on April 15, 2005, the earliest redemption date of the Notes, discounted at a rate equal to 50 basis points over the yield on the 1.625% U.S. Treasury Note due April 30, 2005, minus a consent payment of $20.00 per $1,000 of principal amount of Notes. Holders who tender their Notes prior to 5:00 p.m., New York City time, on August 6, 2004, unless extended (the "Consent Date") will be entitled to receive the consent payment. Holders who tender their Notes after the Consent Date will not receive the consent payment. The settlement date is currently expected to be August 27, 2004. Holders who properly tender also will be paid accrued and unpaid interest, if any, up to, but not including, the settlement date. Holders who desire to tender their Notes must consent to the proposed amendments and may not deliver a consent without tendering their Notes. Any Notes tendered before the Consent Date may be withdrawn at any time on or prior to the Consent Date, but not thereafter, except as may be required by law. Any Notes tendered after the Consent Date may not be withdrawn, except as may be required by law. Credit Suisse First Boston LLC is the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse First Boston's Liability Management Group, at (800) 820-1653 (toll-free) or (212) 538-0652 (collect). Requests for documents may be directed to Morrow & Co., Inc., the Information Agent, by telephone at (800) 607-0088 (toll-free), (800) 662-5200 (toll-free), or (212) 754-8000 (collect), or by e-mail at cenx.info@morrowco.com. This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any securities, including the Notes. The securities that may be offered in connection with Century's refinancing plan described above will be offered pursuant to an exemption from registration under the Securities Act of 1933. Such securities will not be registered under the Securities Act and, accordingly, may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements. ABOUT CENTURY Century is a leading U.S.-based primary aluminum producer with 615,000 metric-tons-per-year ("mtpy") of primary aluminum production capacity. Century owns and operates a 244,000-mtpy primary aluminum reduction facility at Hawesville, KY, a 170,000-mtpy facility in Ravenswood, WV and a 90,000-mtpy facility in Grundartangi, Iceland. Century also owns a 49.67-percent interest in a 222,000-mtpy facility in Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operator of the facility. Century's corporate offices are located in Monterey, CA. FORWARD LOOKING STATEMENTS This press release may contain "forward-looking statements" within the meaning of U.S. federal securities laws. Century has based its forward-looking statements on current expectations and projections about the future, however these statements are subject to risks, uncertainties and assumptions, any of which could cause Century's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in Century's filings with the Securities and Exchange Commission. Century does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made. Editorial contact: A. T. Posti 831/642-9364 -2- EX-99.3 4 y99527kexv99w3.txt PRESS RELEASE EXHIBIT 99.3 NEWS RELEASE [CENTURY ALUMINUM LOGO] CENTURY ALUMINUM COMPANY ANNOUNCES PRICING OF ITS CONVERTIBLE SENIOR NOTES DUE 2024 JULY 30, 2004, MONTEREY, CA - Century Aluminum Company (Nasdaq: CENX - News) today announced the pricing of its previously reported private offering of $150 million aggregate principal amount of convertible senior notes due August 1, 2024 ("Notes") to certain qualified institutional buyers. In connection with this offering, Century granted the initial purchasers of the Notes a 45-day option to purchase up to an additional $25 million of Notes. The sale of the Notes is expected to close on August 9, 2004. The Notes will be convertible at any time at an initial conversion rate of 32.7430 shares of Century common stock per $1,000 principal amount of Notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of Century common stock. In general, upon conversion of a Note, the holder of such Note shall receive cash equal to the principal amount of the Note and, at Century's election, either cash, Century common stock, or a combination thereof, for the Note's conversion value in excess of such principal amount, if any. In addition, the Notes will be redeemable at Century's option beginning on August 6, 2009, and the holders may require Century to repurchase all or part of their Notes for cash on each of August 1, 2011, August 1, 2014 and August 1, 2019. The Notes will be senior unsecured obligations of Century. Century intends to use the net proceeds from the sale of the Notes, together with proceeds from a future private placement of senior unsecured notes, to repurchase any or all of its outstanding 11 3/4% senior secured first mortgage notes pursuant to a previously announced tender offer and consent solicitation and for general corporate purposes, which could include acquisitions and a planned expansion of the Company's Nordural facility. The sale of the Notes is not conditioned upon Century's completion of the tender offer and consent solicitation. The Notes and the underlying Century common stock that may be issued upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy such Notes and is issued pursuant to Rule 135c under the Securities Act. ABOUT CENTURY Century is a leading U.S.-based primary aluminum producer with 615,000 metric-tons-per-year ("mtpy") of primary aluminum production capacity. Century owns and operates a 244,000-mtpy primary aluminum reduction facility at Hawesville, KY, a 170,000-mtpy facility in Ravenswood, WV and a 90,000-mtpy facility in Grundartangi, Iceland. Century also owns a 49.67-percent interest in a 222,000-mtpy facility in Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operator of the facility. Century's corporate offices are located in Monterey, CA. FORWARD LOOKING STATEMENTS This press release may contain "forward-looking statements" within the meaning of U.S. federal securities laws. Century has based its forward-looking statements on current expectations and projections about the future, however these statements are subject to risks, uncertainties and assumptions, any of which could cause Century's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in Century's filings with the Securities and Exchange Commission. Century does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made. Editorial contact: A. T. Posti 831/642-9364 -2- -----END PRIVACY-ENHANCED MESSAGE-----