-----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, LOqaH+Kr90PUO1rNqRgk93SCLBF8XeI0B84hqpnlzHPynmRppatGYxyAVQ4Cnudw a6Rq17ydQLdy1b4joh/PIQ== 0001034603-03-000004.txt : 20030130 0001034603-03-000004.hdr.sgml : 20030130 20030130153528 ACCESSION NUMBER: 0001034603-03-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030130 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] 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: 03532015 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 century8k130.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): January 28, 2003 Century Aluminum Company (Exact name of registrant as specified in its charter) Delaware 0-27918 13-3070826 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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) Item 5. Other Events On January 28, 2003, Century Aluminum Company (the "Company") issued a press release announcing that it had signed a letter of intent to purchase the 20 percent interest in its Hawesville, KY aluminum reduction plant that is owned by Glencore. A copy of the Company's press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated January 28, 2003 -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: January 30, 2003 By: /s/ Gerald J. Kitchen --------------------------------- Name: Gerald J. Kitchen Title: Executive Vice President, General Counsel and Secretary -3- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release, dated January 28, 2003 -4- EX-99.1 3 pressrelease128.txt PRESS RELEASE EXHIBIT 99.1 News Release Century Aluminum Century to Acquire Remaining 20% Share in Its Hawesville (KY) Operations Monterey, CA. January 28, 2003 -- Century Aluminum Company (NASDAQ - CENX) has signed a letter of intent to purchase the 20 percent interest in its Hawesville, KY aluminum reduction plant that is owned by Glencore. The $105 million transaction is subject to completion of definitive documents and approval by Century's Board of Directors. Closing is expected during the second quarter of 2003. Glencore owns approximately 42 percent of Century's common stock. Century will raise about $35 million of cash by capturing the above-market value of the final five years (2005 through 2009) of a nine-year 50,000 metric ton per year (mtpy) aluminum delivery contract with Glencore. Prices in the contract are fixed substantially above current market levels. The Company will receive the above payment in exchange for an agreement to modify the contract to provide for delivery of metal for the years 2005 through 2009 at prices based on then current markets. The Company intends to finance the purchase price of the additional interest in Hawesville with $35 million in available cash, proceeds from the Glencore delivery contract amendment and with a six-year note payable to Glencore. Reporting the transactions, Gerald A. Meyers, Century President and Chief Executive Officer, said: "Century has created significant value through this long-term delivery contract. The Company also has been cash flow positive, and it continues to be -- even at relatively low aluminum prices. We intend to harness the underutilized values in the Glencore contract and some of our available cash, by using them to take the next step forward in our strategy of increasing our primary aluminum production capacity while lowering overall cash costs. Hawesville is an excellent asset and is our lowest-cost facility. Adding the 48,400 mtpy of capacity, which this acquisition represents, will reduce our overall cash costs and break-even point by approximately $0.01 a pound." Mr. Meyers noted that the acquisition would require the Company to incur additional debt of approximately $35 million. "Century does not intend to add significant debt to its capital structure," he said. "However, we believe this is an attractive acquisition which easily justifies this relatively modest amount of debt." Mr. Meyers explained that during 2003 and 2004 the terms of the Glencore aluminum delivery contract would remain unchanged with metal sales to Glencore at a fixed price above today's market, consistent with Century's hedging strategy of providing protection, when possible, against near-term downside markets. Accounting standards require that the company mark-to-market the aluminum delivery contract. Based on current forward aluminum prices, the company anticipates this will result in a pre-tax gain of approximately $35 million in the first quarter of 2003. Century currently owns 465,000 mtpy of primary aluminum capacity at three locations. It owns and operates a 168,000-mtpy plant at Ravenswood, WV and owns 80 percent of and operates the 237,000-mtpy plant at Hawesville. Glencore owns the remainder. Century also owns a 49.67 percent interest in a 215,000-mtpy reduction plant at Mt. Holly, SC. Alcoa, Inc. owns the remainder and is the operating partner. Century's headquarters are in Monterey, CA. Century's press releases may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Editorial contact: A. T. Posti (831) 642-9364 -----END PRIVACY-ENHANCED MESSAGE-----