-----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, GyQg1FptZBRYabbkNvzH5FIvBcsmV2IlsGHgFt5pXw4y+u3ZsTidy+RhMQhGMSqZ CsO5MOIi+En6QBqTCFzV7g== 0000950123-04-009646.txt : 20040812 0000950123-04-009646.hdr.sgml : 20040812 20040812151758 ACCESSION NUMBER: 0000950123-04-009646 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040812 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040812 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: 04970154 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 y00102ke8vk.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): August 12, 2004 CENTURY ALUMINUM COMPANY (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of Incorporation) 0-27918 (Commission File Number) 13-3070826 (IRS Employer Identification No.) 2511 GARDEN ROAD BUILDING A, SUITE 200 MONTEREY, CALIFORNIA (Address of principal executive offices) 93940 (Zip Code) (831) 642-9300 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS. The following exhibits are filed with this report:
Exhibit Number Description - -------------- ----------- 99.1 Portions of Century Aluminum Company's Confidential Offering Circular dated August 10, 2004 relating to its proposed offering of $250 million aggregate principal amount of its 7 1/2% senior notes due 2014.
ITEM 9. REGULATION FD DISCLOSURE In connection with its previously announced private offering of $250 million aggregate principal amount of its 7 1/2% senior notes due 2014 (the "Notes"), Century Aluminum Company ("Century") is disclosing certain information which will be provided to prospective purchasers of the Notes beginning on August 12, 2004 in a confidential offering circular dated August 10, 2004. Century has elected to furnish certain of this information in this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 9 and Exhibit 99.1 hereto was furnished for informational purposes only and should not be deemed to be filed under the Securities Act of 1933 or incorporated by reference into any other documents unless such portion of this current report on Form 8-K is expressly and specifically identified in such filing as being incorporated by reference therein. The Notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes. This Current Report on Form 8-K together with the information in Exhibit 99.1 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. -2- 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: August 12, 2004 By: /s/ Gerald J. Kitchen ------------------------------------- Name: Gerald J. Kitchen Title: Executive Vice President, General Counsel, Chief Administrative Officer and Secretary -3- EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Portions of Century Aluminum Company's Confidential Offering Circular dated August 10, 2004 relating to its proposed offering of $250 million aggregate principal amount of its 7 1/2% senior notes due 2014.
-4- EX-99.1 2 y00102kexv99w1.txt PORTIONS OF CONFIDENTIAL OFFERING CIRCULAR EXHIBIT 99.1 EXCERPTS FROM CENTURY ALUMINUM COMPANY'S CONFIDENTIAL OFFERING CIRCULAR DATED AUGUST 10, 2004 RELATING TO ITS PROPOSED OFFERING OF $250 MILLION OF ITS 7 1/2% SENIOR NOTES DUE 2014 Unless expressly stated otherwise or unless the context otherwise requires, "Century Aluminum," "Century," "we," "us," "ours" and "ours" refer to Century Aluminum Company and its consolidated subsidiaries. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA The following tables present our unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the six months ended June 30, 2004. The unaudited pro forma consolidated financial data for the year ended December 31, 2003 has been derived from the following, which are included elsewhere in this offering circular: (1) our audited consolidated financial statements and accompanying notes; and (2) the separate audited financial statements and accompanying notes of Nordural for the year ended December 31, 2003. The unaudited pro forma consolidated financial data for the six months ended June 30, 2004 has been derived from: (1) our unaudited consolidated financial statements and accompanying notes, which are included elsewhere in this offering circular; and (2) the unaudited financial statements of Nordural for the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural. The unaudited pro forma consolidated financial data has been prepared for illustrative purposes only and does not purport to represent what our results. In addition, the unaudited pro forma consolidated financial data does not purport to project our results of operations for any future period. Among other things, the unaudited pro forma consolidated financial data does not reflect the effects of our acquisition of the remaining 20% interest in the Hawesville primary aluminum reduction facility prior to the closing of that acquisition in April 2003. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the six months ended June 30, 2004 give pro forma effect to the following events as if they were consummated on January 1, 2003: - our acquisition of all of the outstanding equity shares of Nordural; - our issuance and sale of approximately $220.5 million in common stock in a registered public offering; - our payment of the remaining $12.0 million of principal under an outstanding promissory note payable to Glencore; - our payment of $3.0 million of dividends on our convertible preferred stock; and - other adjustments that management believes are directly related to the Nordural acquisition. The unaudited pro forma consolidated financial data does not give effect to the Refinancing, the pending Gramercy acquisition or Nordural's planned new term loan facility. The Nordural acquisition has been accounted for using the purchase method of accounting. Under the purchase method of accounting, the cash payment of the estimated aggregate purchase price for Nordural (including transaction fees and expenses) has been allocated to the tangible assets, identifiable intangible assets and liabilities of Nordural, based upon their respective fair values. The allocation of the purchase price, useful lives assigned to assets and other adjustments made to the unaudited pro forma consolidated financial data are based upon available information and certain preliminary assumptions that we believe are reasonable under the circumstances. We have not yet completed the fair market value allocation to the specific assets and liabilities of Nordural. Consequently, the final amounts allocated and the related useful lives could differ from those reflected in the unaudited pro forma consolidated financial data and the effects could be material. The unaudited pro forma consolidated financial data should be read in conjunction with (1) our audited consolidated financial statements and accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations", which are included in our Annual Report on Form 10-K for the year ended December 31, 2003, and our unaudited consolidated financial statements and accompanying notes, which are included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004; and (2) the separate audited financial statements and accompanying notes of Nordural, which are included in our Current Report on Form 8-K filed on March 17, 2004. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2004
U.S. GAAP PRO FORMA PRO FORMA CENTURY NORDURAL(1) ADJUSTMENTS CONSOLIDATED --------- ----------- ----------- ------------ (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) NET SALES: Third-party customers........................ $ 417,776 $ 38,375 $ -- $ 456,151 Related parties ............................. 78,051 -- -- 78,051 --------- ----------- ----------- ------------ 495,827 38,375 -- 534,202 Cost of goods sold .......................... 413,587 28,555 (1,626) (2) 439,971 -- -- (545) (3) -- --------- ----------- ----------- ------------ Gross profit ................................ 82,240 9,820 2,171 94,231 Selling, general and administrative expenses ................................. 9,399 -- -- 9,399 --------- ----------- ----------- ------------ Operating income ............................ 72,841 9,820 2,171 84,832 Interest expense - third party .............. (21,849) (1,735) -- (23,584) Interest expense - related party ............ (380) -- 380 (4) -- Interest income ............................. 341 28 -- 369 Net gain (loss) on forward contracts ................................ (13,997) -- -- (13,997) Investment income ........................... -- -- -- -- Other income (expense) - net ................ (605) (1,978) 1,941 (5) (642) --------- ----------- ----------- ------------ Income (loss) before income taxes and minority interest .................... 36,351 6,135 4,492 46,978 Income tax benefit (expense) ................ (13,263) (1,104) (1,572) (6) (16,982) -- -- (1,043) (7) -- --------- ----------- ----------- ------------ Net income (loss) ........................... 23,088 5,031 1,877 29,996 Preferred dividends ......................... (769) -- -- (769) --------- ----------- ----------- ------------ Net income (loss) applicable to common shareholders ...................... $ 22,319 $ 5,031 $ 1,877 $ 29,227 ========= =========== =========== ============ EARNINGS (LOSS) PER COMMON SHARE: Basic Net income (loss) .................. $ 0.88 $ 0.95 ========= ============ Diluted: Net income (loss) .................. $ 0.87 $ 0.94 ========= ============ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (IN THOUSANDS): Basic .................................... 25,412 5,502 (8) 30,914 ========= =========== ============ Diluted .................................. 25,588 5,502 (8) 31,090 ========= =========== ============
See accompanying notes to the unaudited pro forma consolidated statement of operations. NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2004 1. Reflects the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural. 2. Reflects an adjustment to depreciation expense based on the purchase accounting fair market valuation of Nordural's property, plant and equipment using an estimated average useful life of 35 years. 3. Reflects an adjustment to eliminate Nordural's historical amortization expense related to deferred financing and carbon anode contract costs. 4. Reflects an adjustment to reduce interest expense for the repayment of a portion of the outstanding principal under the Glencore note. 5. Reflects an adjustment to eliminate non-recurring legal and bonus expenses incurred by Columbia Ventures in connection with its sale of Nordural. 6. Reflects an adjustment to record income tax expense for the effects of the pro forma adjustments using an effective tax rate of 35%. 7. Reflects an adjustment to record the incremental increase in income tax expense for the historical results of Nordural using an effective tax rate of 35% as opposed to the historical rate of 18%. 8. Records the additional weighted average shares outstanding from our issuance and sale of common stock at an offering price of $24.50 per share. -----END PRIVACY-ENHANCED MESSAGE-----