|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Investment Pty
Ltd
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
|
||
|
(b)
|
|||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions)
WC,
AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization
Western
Australia
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None
|
|
|
8.
|
Shared
Voting Power
28,285,638 shares (See Item
5)
|
||
|
9.
|
Sole
Dispositive Power
None
|
||
|
10.
|
Shared
Dispositive Power
28,285,638 shares (See Item
5)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
28,285,638 shares (See Item
5)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.14%
(See Item 5)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Investments
AG
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
|
||
|
(b)
|
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions)
AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None
|
|
|
8.
|
Shared
Voting Power
28,285,638 shares (See Item
5)
|
||
|
9.
|
Sole
Dispositive Power
None
|
||
|
10.
|
Shared
Dispositive Power
28,285,638 shares (See Item
5)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
28,285,638 shares (See Item
5)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.14%
(See Item 5)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
|
||
|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore International
AG
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
|
||
|
(b)
|
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions)
WC,
AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None
|
|
|
8.
|
Shared
Voting Power
28,285,638 shares (See Item
5)
|
||
|
9.
|
Sole
Dispositive Power
None
|
||
|
10.
|
Shared
Dispositive Power
28,285,638 shares (See Item
5)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
28,285,638 shares (See Item
5)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.14%
(See Item 5)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
|
||
|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Holding
AG
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
|
||
|
(b)
|
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions)
AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
|
|
|
8.
|
Shared
Voting Power
28,285,638 shares (See Item
5)
|
||
|
9.
|
Sole
Dispositive Power
|
||
|
10.
|
Shared
Dispositive Power
28,285,638 shares (See Item
5)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
28,285,638 shares (See Item
5)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.14%
(See Item 5)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
|
||
|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore
AG
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||
|
(a)
|
|
||
|
(b)
|
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions)
WC,
AF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None
|
|
|
8.
|
Shared
Voting Power
28,285,638 shares (See Item
5)
|
||
|
9.
|
Sole
Dispositive Power
None
|
||
|
10.
|
Shared
Dispositive Power
28,285,638 shares (See Item
5)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
28,285,638 shares (See Item
5)
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.14%
(See Item 5)
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
Explanatory
Note:
|
||||
|
This
Amendment No. 7 (“Amendment No. 7”)
to the statement on Schedule 13D originally filed with the Securities and
Exchange Commission by Glencore AG, Glencore International AG and Glencore
Holding AG on April 12, 2001, and amended on May 25, 2004, November 27,
2007, July 8, 2008, July 21, 2008, January 28, 2009, February 4, 2009 (as
so amended, the “Schedule 13D”),
relating to the common stock, par value $0.01 per share (“Common Stock”), of Century Aluminum Company
(the “Company”), amends and restates
the Schedule 13D. This Amendment No. 7 reflects changes to
Items 2, 4, 5 and 6 of the Schedule 13D.
|
||||
| Item 1. Security and Issuer | ||||
|
This
statement on Schedule 13D relates to the common stock, par value $0.01 per
share, of Century Aluminum Company, a Delaware corporation.
The
Company's principal executive office is located at 2511 Garden Road,
Building A, Suite 200, Monterey, California 93940.
|
||||
| Item 2. Identity and Background | ||||
|
(a) —
(c) and (f) This statement on Schedule 13D is being filed
by Glencore Investment Pty Ltd. (“Glencore
Investment Pty”), Glencore Investments AG (“Glencore Investments AG”), Glencore
International AG (“Glencore
International”), Glencore Holding AG (“Glencore Holding”) and
Glencore AG (“Glencore AG” and
together with Glencore Investment Pty, Glencore Investments AG, Glencore
International and Glencore Holding, the “Reporting Persons”). Each of Glencore
Investments AG, Glencore International, Glencore Holding and Glencore AG
is a company organized under the laws of Switzerland with a business
address at Baarermattstrasse 3, CH-6341 Baar, Switzerland. Glencore
Investment Pty is a company organized under the laws of Western Australia
with a business address at Level 4, 30 The Esplanade, Perth, 6000,
Australia. Glencore Holding is the parent company of Glencore
International which, together with its subsidiaries, including Glencore
Investments AG, Glencore Investment Pty and Glencore AG, is a leading
privately held, diversified natural resources group. Glencore
International is a direct wholly-owned subsidiary of Glencore Holding, and
each of Glencore Investment Pty, Glencore Investments AG and Glencore AG
is a direct or indirect wholly-owned subsidiary of Glencore International.
The name, address, citizenship and present principal occupation or
employment of each of the directors and executive officers of each
Reporting Person, as well as the names, principal businesses and addresses
of any corporations and other organizations in which such employment is
conducted, are set forth on Schedule 1 hereto, which Schedule 1
is incorporated herein by reference.
(d) —
(e) None of the Reporting Persons nor, to the best of their
knowledge, any of the persons listed on Schedule 1 hereto has during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). None of the Reporting Persons
nor, to the best of their knowledge, any of the persons listed on
Schedule 1 hereto has during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
|
| Item 3. Source and Amount of Funds or Other Consideration | ||||
|
Since
the Company’s initial public offering of Common Stock and the registration
of the Common Stock under Section 12 of the Securities Exchange Act of
1934, as amended, in April 1996, the Reporting Persons have purchased an
aggregate of 18,295,968 additional shares of Common Stock (not including
shares of Common Stock issued or issuable upon conversion of preferred
stock owned by the Reporting Persons or pursuant to options or other
compensatory grants issued to Mr. Willy R. Strothotte, a director of the
Company, who holds such options or other grants as nominee for the
Reporting Persons) in registered public offerings by the Company and in
open market transactions, 500,000 shares of Cumulative Convertible
Preferred Stock, par value $0.01 per share, from the Company in a private
transaction in April 2001 (all of which were converted into 1,395,089
shares of Common Stock in May 2004), and 160,000 shares of Series A
Preferred Stock, par value $0.01 per share (the “Preferred Shares”) from the Company in a
private transaction in July 2008 (of which 6,445.34 shares have since been
converted into 644,534 shares of Common Stock).
The
consideration paid by the Reporting Persons for the 18,295,968 shares of
Common Stock, the 500,000 shares of Cumulative Convertible Preferred Stock
and the 160,000 shares of Series A Preferred Stock was $347,298,464,
$25,000,000 and $1,090,259,200, respectively, in cash, all of which was
obtained from the Reporting Persons’ internal working
capital.
|
||||
| Item 4. Purpose of the Transaction | ||||
|
Since
the Company’s initial public offering, in which the Reporting Persons sold
approximately 60% of their Common Stock of the Company, the Reporting
Persons have held the Company's Common Stock, and have acquired additional
securities of the Company, for investment purposes.
As
disclosed in Item 6 below, the Reporting Persons have recently engaged in
discussions with the Company regarding the Company's proposal to amend the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of the Company's Common Stock. The Company
has since determined to amend the proposal, and the Reporting Persons and
the Company have entered into a Support Agreement (as defined below in
Item 6) to evidence the Reporting Persons' agreement to support the
amended proposal and to provide the Reporting Persons with preemptive
rights in connection with certain issuances of Common Stock and certain
other securities. The Reporting Persons may hold further
discussions with the Company's management and board of directors and other
parties, including but not limited to other stockholders and third
parties, or otherwise consider actions, in respect of similar matters or
other matters relating to the Company, which could include discussions or
actions that result in the occurrence of one or more of the actions or
events described in clauses (a) through (j) of Item 4 of Schedule
13D. The Reporting Persons’ consideration or discussion of any
action would be based on their own assessment of various relevant
considerations and any subsequent developments affecting the Company and
its prospects.
The
Reporting Persons are subject to a Standstill and Governance Agreement
with the Company. Reference is made to the discussion of the
Standstill and Governance Agreement in Item 6 below.
|
| Item 5. Interest in Securities of the Issuer | ||||||||
|
(a) The
Reporting Persons beneficially own 28,285,638 shares of Common Stock, or
38.14% of the Company’s outstanding Common Stock. The shares of
Common Stock beneficially owned by the Reporting Persons (other than
shares subject to options and restricted stock grants issued to Mr.
Strothotte as further described below) are held directly by Glencore
Investment Pty. The shares reported as beneficially owned by
the Reporting Persons: (i) do not include the 15,355,466 shares of Common
Stock issuable upon conversion of the 153,554.66 shares of the Company’s
Series A Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”) held directly by
Glencore Investment Pty, which are convertible only (a) upon the
occurrence of events that have not transpired, or (b) in circumstances
that would not result in an increase in the percentage of shares of Common
Stock beneficially owned by the Reporting Persons, and (ii) include 22,500
shares subject to presently exercisable options and 1,047 shares of
restricted Common Stock that vest in June 2009 or upon the holder’s
earlier termination of services as a director of the Company due to death
or disability, each held directly by Mr. Willy R. Strothotte, who holds
such options and shares as nominee for the Reporting
Persons. The aggregate number and percentage of shares of
Common Stock beneficially owned by each person (other than the Reporting
Persons) listed in Schedule 1
hereto is set forth opposite his or her name on Schedule 1 hereto. The
beneficial ownership percentages reported herein are based upon
(i) the 74,139,488 shares of Common Stock outstanding as of March 31,
2009, as reported in the Company’s Definitive Proxy Statement on Schedule
14A filed on April 13, 2009, plus (ii) 22,500 shares which are
subject to presently exercisable options which are held directly by
Mr. Strothotte as nominee for the Reporting
Persons. Reference is made to the discussion of the terms of
the Certificate of Designation for the Series A Preferred Stock in Item 6
below.
(b) The
Reporting Persons share the power to vote or to direct the vote and
dispose or to direct the disposition of 28,285,638 shares of Common
Stock. To the best knowledge of the Reporting Persons, each
person (other than the Reporting Persons and any person holding shares as
nominee for the Reporting Persons) named in Item 2 has the sole power to
vote or to direct the vote and dispose or to direct the disposition of the
number of shares of Common Stock set forth opposite his or her name on
Schedule 1 hereto.
(c) None
of the Reporting Persons nor, to their knowledge, any of the persons named
in Item 2 have engaged in any transaction in Common Stock during the sixty
days immediately preceding the date hereof, except as
follows:
|
||||||||
|
Transaction
Party
|
Nature
of Transaction
|
Date
of Transaction
|
Number
of Shares
|
Price
per Share
|
||||
|
Glencore
Investment Pty
|
Conversion
of Preferred Stock (1)
|
3/31/2009
|
223,252
|
(1)
|
||||
|
Date: May
4, 2009
|
|
Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Steven
N. Isaacs (Citizen of South Africa)
|
Chairman
and Managing Director of Glencore Finance AG
|
||
|
Richard
James Marshall (Citizen of the United Kingdom)
|
In-house
Counsel of Glencore International AG
|
||
|
Eric
Diedrichsen (Citizen of Canada)
|
Employee
of Glencore International AG - Accounting
|
||
|
Marc
Ocksay
|
Employee
of Glencore International AG - Finance
|
||
|
Ross
Lind
(Citizen
of Australia)
|
Employee
of Glencore Investment Pty Ltd
|
Level
4, 30 The Esplanade,
Perth,
6000, Australia
|
|
|
Victoria
Wilson
(Citizen
of Australia)
|
Employee
of Glencore Australia Pty Ltd
|
Level
4, 30 The Esplanade,
Perth,
6000, Australia
|
|
Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability).
(1)
|
|
Steven
F. Kalmin
(Citizen
of Australia)
|
Officer
of Glencore International AG –
Accounting
|
||
|
Andreas
P. Hubmann
|
Officer
of Glencore International AG –
Accounting
|
|
Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
|
|
|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
||
|
Andreas
P. Hubmann
|
Officer
of Glencore International AG –
Accounting
|
||
|
Peter
A. Pestalozzi
|
Attorney,
Pestalozzi Lachenal Patry Zurich Ltd.
|
Lowenstrasse
1
CH-8001
Zurich
Switzerland
|
|
|
Zbynek
E. Zak
|
Non-Executive
Director; former CFO of Glencore International AG(retired)
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
|
|
Craig
A. Davis
(Citizen
of the US)
|
Non-Executive
Director, former Chairman and CEO of Century Aluminum Company
(retired)
|
457
shares of Common Stock
|
|
|
Directors
of Glencore International AG:
|
|||
|
Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability).
(1)
|
|
|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
||
|
Zbynek
E. Zak
|
Non-Executive
Director; former CFO of Glencore International AG
(retired)
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
|
|
Peter
A. Pestalozzi
|
Attorney,
Pestalozzi
Lachenal
Patry Zurich Ltd.
|
Loewenstrasse
1 CH-8001 Zurich, Switzerland
|
|
|
Craig
A. Davis
(Citizen
of the US)
|
Non-Executive
Director, former Chairman and CEO of Century Aluminum Company
(retired)
|
457
shares of Common Stock
|
|
|
Directors
of Glencore AG:
|
|||
|
Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
|
|
|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
||
|
Zbynek
E. Zak
|
Non-Executive
Director; former CFO of Glencore International AG(retired)
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
|
|
Steven
F. Kalmin
(Citizen
of Australia)
|
Officer
of Glencore International AG –
Accounting
|
||
|
Andreas
P. Hubmann
|
Officer
of Glencore International AG –
Accounting
|
||
|
Aristotelis
Mistakidis (Citizen of the United Kingdom)
|
Glencore
International AG – Head Zinc Copper
|
||
|
(1)
Represents shares underlying options and restricted stock that were issued
to Mr. Willy R. Strothotte in connection with his service as a
director of the Company. Mr. Strothotte holds such options and shares
of restricted stock as nominee for the Reporting Persons and disclaims
beneficial ownership thereof, except to the extent of his pecuniary
interest
therein.
|
|||