1
As filed with the Securities and Exchange Commission on August 19, 1996
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 19, 1996
Commonwealth Aluminum Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-25642 13-3245741
(State of Incorporation) (Commission file number) (IRS employer
identification no.)
1200 Meidinger Tower, Louisville, Kentucky 40202
(Address, including zip code, of principal executive office)
(502) 589-8100
(Registrant's telephone no., including area code)
2
Items 1-4. Not Applicable
Item 5. Other Events.
On August 19, 1996, CasTech Aluminum Group Inc., a Delaware
corporation ("CasTech"), Commonwealth Aluminum Corporation, a Delaware
corporation (the "Company"), and CALC Corporation, a Delaware corporation
and a wholly-owned subsidiary of the Company ("Merger Sub"), entered into
the Agreement and Plan of Merger, dated as of August 19, 1996 (the
"Agreement"). Pursuant to the Agreement, the Merger Sub will commence a
tender offer (the "Offer") within five business days of the date thereof
for all of the outstanding shares of the Common Stock of CasTech, par value
$0.01 per share (the "Shares") at a price of $20.50 per share, net to the
seller in cash. Upon the completion of the Offer and subject to the terms
and conditions of the Agreement, the Merger Sub will be merged with and
into CasTech (the "Merger"). Pursuant to the Merger, each Share, other
than shares owned by the Company, Merger Sub or any other subsidiary of the
Company or shares with respect to which appraisal rights are perfected
under Delaware law, will be converted into the right to receive an amount
in cash equal to $20.50 or such greater amount which may be paid pursuant
to the Offer. A copy of the Agreement is attached as Exhibit 2 and is
incorporated by reference herein. The foregoing description of the
Agreement is qualified in its entirety by reference to such Exhibit.
3
Item 6. Not Applicable
Item 7. Financial Statements
Pro Forma Financial Information and Exhibits.
(a) - (b) Not Applicable.
(c) Exhibits Required by Item 601 of Regulation S-K
Exhibit No. Description
2 Agreement and Plan of Merger, dated as of
August 19, 1996, among CasTech Aluminum Group
Inc., Commonwealth Aluminum Corporation, and
CALC Corporation.
99 Press Release, dated August 19, 1996, of
Commonwealth Aluminum Corporation, announcing
its entry into an Agreement and Plan of Merger
with CasTech Aluminum Group Inc.
4
SIGNATURE
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 thereunder duly authorized.
Dated: August 19, 1996
COMMONWEALTH ALUMINUM CORPORATION
By: /s/ Mark V. Kaminski
Name: Mark V. Kaminski
Title: President & Chief Executive Officer
5
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
2 Agreement and Plan of Merger, dated as of
August 19, 1996, among CasTech Aluminum Group
Inc., Commonwealth Aluminum Corporation, and
CALC Corporation.
99 Press Release, dated August 19, 1996, of
Commonwealth Aluminum Corporation, announcing
its entry into an Agreement and Plan of Merger
with CasTech Aluminum Group Inc.