CENTURY
ALUMINUM COMPANY
|
Name
of Issuer
|
COMMON
STOCK, $0.01 Par Value
|
(Title
of Class of Securities)
|
156431
10 8
|
(CUSIP
Number)
|
(Name,
Address and Telephone Number of Person
|
Authorized
to Receive Notices and
Communications)
|
March
22, 2010
|
(Date
of Event which Requires Filing of this
Statement)
|
SCHEDULE
13D
|
||
CUSIP
No. 156431 10 8
|
Page 2 of
13
|
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 by Owned by Each Reporting
Person
With
|
7. Sole
Voting Power: None
|
||
8. Shared
Voting Power: 36,173,412 shares (See Item
5)
|
|||
9. Sole
Dispositive Power: None
|
|||
10. Shared
Dispositive Power: 36,173,412 shares (See Item
5)
|
|||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
36,173,412
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):
39.08%
(See Item 5)
|
||
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
|
SCHEDULE
13D
|
||
CUSIP
No. 156431 10 8
|
Page 3 of
13
|
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 by Owned by Each Reporting
Person
With
|
7. Sole
Voting Power: None
|
||
8. Shared
Voting Power: 36,173,412 shares (See Item
5)
|
|||
9. Sole
Dispositive Power: None
|
|||
10. Shared
Dispositive Power: 36,173,412 shares (See Item
5)
|
|||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
36,173,412
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):
39.08%
(See Item 5)
|
||
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
|
SCHEDULE
13D
|
||
CUSIP
No. 156431 10 8
|
Page 4 of
13
|
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 by Owned by Each Reporting
Person
With
|
7. Sole
Voting Power: None
|
||
8. Shared
Voting Power: 36,173,412 shares (See Item
5)
|
|||
9. Sole
Dispositive Power: None
|
|||
10. Shared
Dispositive Power: 36,173,412 shares (See Item
5)
|
|||
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
36,173,412
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):
39.08%
(See Item 5)
|
||
14.
|
Type
of Reporting Person (See Instructions)
CO
|
1.
|
Joint
Filing Agreement (filed herewith)
|
2.
|
Certificate
of Designation of the Preferred Stock (Incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 8,
2008)
|
3.
|
Standstill
and Governance Agreement (Incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 8,
2008)
|
4.
|
Registration
Rights Agreement (Incorporated by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 8,
2008)
|
5.
|
Support
Agreement (Incorporated by reference to Exhibit 10.01 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 4, 2009)
|
Glencore
International AG
|
||
By:
|
/s/ Richard J. Marshall
|
/s/ Stefan Peter
|
Name:
|
Richard
J. Marshall
|
Stefan
Peter
|
Title:
|
Officer
|
Officer
|
Glencore
Holding AG
|
||
By:
|
/s/ Andreas P. Hubmann
|
/s/ Ivan Glasenberg
|
Name:
|
Andreas
P. Hubmann
|
Ivan
Glasenberg
|
Title:
|
Director
|
Director
|
Glencore
AG
|
||
By:
|
/s/ Aristotelis Mistakidis
|
/s/ Richard J. Marshall
|
Name:
|
Aristotelis
Mistakidis
|
Richard
J. Marshall
|
Title:
|
Director
|
Officer
|
Name
|
Principal
Occupation
|
Business
address
|
Share
Ownership
|
|||
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
21,000
shares of Common Stock (representing
21,000 shares which are subject to options presently
exercisable). (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
|
Name
|
Principal
Occupation
|
Business
address
|
Share
Ownership
|
|||
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
21,000
shares of Common Stock (representing
21,000 shares which
are subject to options presently
exercisable). (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
|
Name
|
Principal
Occupation
|
Business
address
|
Share
Ownership
|
|||
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
21,000
shares of Common Stock (representing 21,000 shares which are subject to
options presently exercisable). (1)
|
||||
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
|||||
Steven
F. Kalmin
(Citizen
of Australia)
|
Chief
Financial Officer
|
|||||
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 that were issued to Mr. Willy R. Strothotte in
connection with his service as a director of the Company. Mr. Strothotte
holds such options as nominee for the Reporting Persons and disclaims
beneficial ownership thereof, except to the extent of his pecuniary
interest therein.
|
Glencore
International AG
|
||
By:
|
/s/ Richard J. Marshall
|
/s/ Stefan Peter
|
Name:
|
Richard
J. Marshall
|
Stefan
Peter
|
Title:
|
Officer
|
Officer
|
Glencore
Holding AG
|
||
By:
|
/s/ Andreas P. Hubmann
|
/s/ Ivan Glasenberg
|
Name:
|
Andreas
P. Hubmann
|
Ivan
Glasenberg
|
Title:
|
Director
|
Director
|
Glencore
AG
|
||
By:
|
/s/ Aristotelis Mistakidis
|
/s/ Richard J. Marshall
|
Name:
|
Aristotelis
Mistakidis
|
Richard
J. Marshall
|
Title:
|
Director
|
Officer
|