UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 26, 2004
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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)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See "Item 2.03 - Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant" for a description of (i)
the Indenture, dated as of August 26, 2004 (the "Senior Notes Indenture"), among
Century Aluminum Company ("Century"), as issuer, the guarantors party thereto
(the "Guarantors") and Wilmington Trust Company, as trustee, governing the terms
of Century's 7 1/2% Senior Notes due August 15, 2014 ("Senior Notes") and (ii)
the Registration Rights Agreement, dated as of August 26, 2004 (the
"Registration Rights Agreement"), among Century, the Guarantors and Credit
Suisse First Boston LLC, as representative of the initial purchasers set forth
therein.
The initial purchasers party to the Registration Rights Agreement and
their affiliates have from time to time performed and may in the future perform
various financial advisory, commercial banking and investment banking services
for Century in the ordinary course of business, for which they received or will
receive customary fees. Credit Suisse First Boston LLC acted as dealer manager
and solicitation agent in connection with Century's tender offer and consent
solicitation for its 11 3/4% senior secured first mortgage notes due 2008
("First Mortgage Notes") Credit Suisse First Boston LLC, Banc of America
Securities LLC and Goldman, Sachs & Co. were initial purchasers in connection
with Century's recent private offering of $175.0 million aggregate principal
amount of its 1.75% Convertible Senior Notes due August 1, 2024 ("Convertible
Senior Notes"). Affiliates of Credit Suisse First Boston LLC and Banc of America
Securities LLC are lenders under Century's revolving credit facility. Affiliates
of the initial purchasers may also participate in a new senior term loan
facility to be entered into by one of Century's subsidiaries, Nordural hf, an
Icelandic company that owns and operates the Nordural facility, a primary
aluminum reduction facility located in Grundartangi, Iceland.
Wilmington Trust Company, which is the trustee under the Senior Notes
Indenture, is also the trustee under (i) the Indenture, dated as of April 2,
2001 (as supplemented, the "First Mortgage Notes Indenture"), among Century, the
guarantors party thereto and Wilmington Trust Company, as trustee, governing the
terms of Century's First Mortgage Notes and (ii) the Indenture, dated as of
August 9, 2004, between Century, as issuer, and Wilmington Trust Company, as
trustee, governing the terms of Century's Convertible Senior Notes.
In connection with Century's tender offer and consent solicitation for its
First Mortgage Notes, Century, the guarantors party to the First Mortgage Notes
Indenture and Wilmington Trust Company, as trustee, entered into the Third
Supplemental Indenture, dated as of August 6, 2004 (the "Third Supplemental
Indenture"), which supplements the First Mortgage Notes Indenture. A copy of the
Third Supplemental Indenture is attached to this Current Report on Form 8-K as
Exhibit 4.3. Century's tender offer and consent solicitation for its First
Mortgage Notes expired at 10:00 am, New York City time, on August 26, 2004, and
Century purchased $315,055,000 in aggregate principal amount of the First
Mortgage Notes validly tendered in the tender offer and not withdrawn prior to
the expiration date. Following the purchase of the First Mortgage Notes accepted
in the tender offer, $9,945,000 in aggregate principal amount of the First
Mortgage Notes remain outstanding and are scheduled to mature on April 15, 2008.
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The Third Supplemental Indenture, which became operative after the First
Mortgage Notes tendered and not validly withdrawn were accepted for payment,
amended the First Mortgage Notes Indenture to eliminate substantially all of the
restrictive covenants and certain default provisions contained in the First
Mortgage Notes Indenture, which governs the remaining outstanding First Mortgage
Notes. The Third Supplemental Indenture, among other things, (i) eliminated or
modified certain events of default with respect to the First Mortgage Notes (not
including events of default relating to the failure to pay principal of and
interest on the First Mortgage Notes) and (ii) eliminated covenants in the First
Mortgage Notes Indenture that limit Century and its subsidiaries' ability to
incur indebtedness, grant liens, make investments, make payments in respect of
capital stock and subordinated debt, transact business with affiliates, and
engage in mergers, consolidations and sales of assets.
The description of the provisions of the Third Supplemental Indenture
set forth above is qualified in its entirety by reference to the full and
complete terms contained in the Third Supplemental Indenture, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 4.3.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On August 26, 2004, Century closed on the sale of $250.0 million aggregate
principal amount of its Senior Notes in a private offering exempt from the
registration requirements of the Securities Act of 1933, as amended. A portion
of the net proceeds from the sale of the Senior Notes and from the sale of the
Convertible Notes was used to finance Century's tender offer and consent
solicitation for its First Mortgage Notes. In addition to funding the purchase
of the First Mortgage Notes tendered pursuant to the tender offer and related
premiums, fees and expenses, Century expects to use any remaining net proceeds
from the sale of the Senior Notes and from the sale of the Convertible Notes for
general corporate purposes, including to fund a portion of the costs related to
the ongoing expansion of Century's Nordural facility and to redeem or repurchase
any untendered First Mortgage Notes.
Under the Senior Notes Indenture, Century issued the Senior Notes which
bear interest at 71/2% per annum on the principal amount from August 26, 2004,
payable semi-annually in arrears in cash on February 15 and August 15 of each
year, beginning February 15, 2005. The Senior Notes will mature on August 15,
2014. The Senior Notes are senior unsecured obligations and rank, in right of
payment, the same as all of Century's existing and future senior unsecured
indebtedness, including Century's Convertible Notes. Century's obligations under
the Senior Notes are guaranteed by all of Century's substantial existing and
future domestic restricted subsidiaries. On or after August 15, 2009, Century
may redeem any of the Senior Notes, in whole or in part, at an initial
redemption price equal to 103.75% of the principal amount, plus accrued and
unpaid interest. The redemption price will decline each year after 2009 and will
be 100% of the principal amount, plus accrued and unpaid interest, beginning on
August 15, 2012. In addition, before August 15, 2007, Century may redeem up to
35% of the aggregate principal amount of the Senior Notes with the proceeds of
public offerings of certain of Century's capital stock at 107.5% of their
principal amount, plus accrued and unpaid interest. Upon a Change of Control (as
defined in the Senior Notes Indenture), Century will be required to make an
offer to purchase the Senior Notes at a purchase price equal to 101% of the
outstanding principal amount of the Senior Notes on the date of the purchase,
plus accrued interest to the date of purchase. Upon receipt of excess proceeds
equal to or exceeding $10.0 million from certain asset sales, Century will be
required, within 30 days, to make an offer to purchase all or a portion of the
Senior Notes at a purchase price equal to 100% of the principal amount, plus
accrued interest to the date of the purchase. If the offer to purchase is for
less than all of the outstanding Senior Notes and Senior Notes in an aggregate
principal amount in excess of the purchase amount are tendered and not withdrawn
pursuant to the offer, Century will purchase Senior
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Notes having an aggregate principal amount equal to the purchase amount on a pro
rata basis, with adjustments so that only Senior Notes in multiples of $1,000
principal amount will be purchased.
The Senior Notes Indenture contains certain covenants that restrict
Century's ability and the ability of certain of Century's subsidiaries to: (i)
incur additional indebtedness; (ii) create liens; (iii) pay dividends or make
distributions in respect of capital stock; (iv) purchase or redeem capital
stock; (v) make investments or certain other restricted payments; (vi) sell
assets; (vii) issue or sell stock of certain subsidiaries; (viii) enter into
transactions with shareholders or affiliates; or (ix) effect a consolidation or
merger. These limitations are subject to a number of important qualifications
and exceptions. Certain of the covenants would cease to apply from and after the
date that the Senior Notes are rated investment grade. Upon an Event of Default
(as defined in the Senior Notes Indenture), the trustee or the holders of at
least 25% in aggregate principal amount of the Senior Notes then outstanding,
may, and the trustee at the request of such holders is required to, declare the
principal of and accrued interest on the Senior Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal and interest will
become immediately due and payable.
Under the Registration Rights Agreement, Century and the Guarantors agreed
to file a registration statement to register notes similar to the Senior Notes
with the Securities and Exchange Commission as part of an offer to exchange
notes that generally are freely transferable for the Senior Notes. Century and
the Guarantors agreed to use their respective best efforts to cause the exchange
offer to be completed or, in certain circumstances, a shelf registration
statement declared effective, within 210 days after August 26, 2004. If this
requirement is not met, the interest on the Senior Notes will increase by a per
annum rate of 0.5% until the requirement is met.
The Senior Notes have not been registered under the Securities Act of
1933, as amended, 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 Senior Notes.
The description of the provisions of the Senior Notes Indenture and the
Registration Rights Agreement set forth above is qualified in its entirety by
reference to the full and complete terms contained in the Senior Notes Indenture
and the Registration Rights Agreement, copies of which are attached to this
Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively.
ITEM 8.01. OTHER EVENTS
On August 26, 2004, Century issued a press release announcing that its
tender offer and consent solicitation for its First Mortgage Notes expired at
10:00am, New York City time, on August 26, 2004, and that it had purchased
$315,055,000 in aggregate principal amount of the First Mortgage Notes validly
tendered in the tender offer and not withdrawn prior to the expiration date.
The description of the press release set forth above is qualified in its
entirety by reference to the press release, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
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4.1 Indenture, dated as of August 26, 2004, among
Century Aluminum Company, as issuer, the
guarantors party thereto and Wilmington Trust
Company, as trustee.
4.2 Registration Rights Agreement, dated as of August
26, 2004, among Century Aluminum Company, each of
the guarantors party thereto and Credit Suisse
First Boston LLC, as representative of the initial
purchasers set forth therein.
4.3 Third Supplemental Indenture, dated as of August
6, 2004, among Century Aluminum Company, the
guarantors party thereto and Wilmington Trust
Company, as trustee, which supplements the
Indenture, dated as of April 2, 2001, among
Century Aluminum Company, the guarantors party
thereto and Wilmington Trust Company, as trustee,
relating to Century Aluminum Company's 113/4%
senior secured first mortgage notes due 2008.
99.1 Press Release, dated August 26, 2004, announcing
the completion of Century Aluminum Company's
tender offer and refinancing of indebtedness.
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.
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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 31, 2004 By: /s/ Gerald J. Kitchen
--------------------- -------------------------------------
Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer and
Secretary
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Indenture, dated as of August 26, 2004, among
Century Aluminum Company, as issuer, the
guarantors party thereto and Wilmington Trust
Company, as trustee.
4.2 Registration Rights Agreement, dated as of August
26, 2004, among Century Aluminum Company, each of
the guarantors party thereto and Credit Suisse
First Boston LLC, as representative of the initial
purchasers set forth therein.
4.3 Third Supplemental Indenture, dated as of August
6, 2004, among Century Aluminum Company, the
guarantors party thereto and Wilmington Trust
Company, as trustee, which supplements the
Indenture, dated as of April 2, 2001, among
Century Aluminum Company, the guarantors party
thereto and Wilmington Trust Company, as trustee,
relating to Century Aluminum Company's 113/4%
senior secured first mortgage notes due 2008.
99.1 Press Release, dated August 26, 2004, announcing
the completion of Century Aluminum Company's
tender offer and refinancing of indebtedness.
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