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UNITED STATES
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): June 7, 2004
COMMONWEALTH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3245741
(State of incorporation) (I.R.S. Employer Identification No.)
500 West Jefferson Street
PNC Plaza-19th Floor
Louisville, Kentucky 40202-2823
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (502) 589-8100
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Stock Purchase Agreement By and Between Southwire
Company, as Purchaser and CI Holdings, LLC, as Seller
Relating to the Sale of Alflex Corporation, Dated as
of June 4, 2004.
Item 9. Regulation FD Disclosure.
See the following press release, dated June 7, 2004, announcing that
Commonwealth Industries, Inc. agrees to sell its Alflex electrical products
unit.
Contact: Kim S. Knotts
Director of Investor Relations
(502) 588-8207
COMMONWEALTH INDUSTRIES AGREES TO SELL ALFLEX ELECTRICAL PRODUCTS UNIT
LOUISVILLE, KENTUCKY (June 7, 2004) - Commonwealth Industries, Inc. (NASDAQ/NM:
CMIN) today announced the sale of its subsidiary Alflex, a leading manufacturer
of electrical products with operations in California and North Carolina, to
Southwire Company, for a cash purchase price of approximately $60 million.
Alflex employs approximately 310 people and had revenues of $100.7 million in
fiscal year 2003. Proceeds from the sale will be used to primarily pay down debt
and other corporate purposes.
"Today's divestiture marks a significant strategic step for Commonwealth," said
the Company's President and Chief Executive Officer, Mark Kaminski. "We
determined that by focusing on our materials recycling and aluminum sheet
business we can better position the Company for future success, and this
divestiture furthers our dedication of achieving this goal. Looking ahead, we
intend to build on Commonwealth Aluminum's strong market share and brand equity.
"We will be focusing on our core competency - leveraging recycled materials and
providing our customers with innovative products and service in the materials
business," Kaminski continued. "Unique in our industry, we have been building
our technical skills and developing our employees to create solutions and
develop new products for our customers. Concentrating our efforts on materials
recycling and aluminum sheet production and partnering with our customers to
better understand new and existing end market applications for our products
provides Commonwealth with significant growth opportunities."
Closing of the sale is subject to the termination or expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other
conditions standard to these transactions. The sale is expected to close on or
before July 30, 2004.
"Despite a weak commercial construction marketplace, the Alflex team has made
significant operational and commercial improvements over the last few years.
Through Lean Enterprise initiatives, they have eliminated supply chain waste and
reduced expenses throughout the organization, and coupled with a company-wide
effort to broaden the product and solution offerings, have positioned the
Company to benefit from the improving economic environment. These improvements
have had a positive impact on the value of Alflex. We thank the Alflex team for
their efforts and contributions and wish them continued success in the future,"
Kaminski concluded.
At closing, Commonwealth Aluminum and Southwire will enter into a multiple year
aluminum strip supply agreement. Under the agreement, Commonwealth will continue
to supply narrow width aluminum coil to Southwire.
A technology leader, Southwire Company is a major wire and cable provider in
North America, manufacturing building wire and cable, MC cable, cord products,
utility cable products, industrial power cable, copper and aluminum rod, and
continuous casting technology. Southwire is a fifty-four year old, privately
held company based in Carrollton, Georgia.
Commonwealth Industries is one of North America's leading manufacturers of
aluminum sheet for distributors and the transportation, construction, and
consumer durables end-use markets. The Company has direct-chill casting
facilities in Kentucky and continuous casting mini-mills in Ohio and California.
Commonwealth also is a leading manufacturer of innovative electrical products
through its Alflex operations in California and North Carolina. For more
information about the Company, visit Commonwealth's website at
www.ciionline.com.
Certain statements set forth above may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements regarding the consummation of the closing of the sale of Alflex and
the Company's and its subsidiaries' expected future financial position, results
of operations, cash flows, dividends, financing plans, business strategy,
budgets, projected costs, capital expenditures, competitive position and growth
opportunities are forward-looking statements. Such forward-looking statements
are based on management's current expectations and include known and unknown
risks, uncertainties and other factors, many of which the Company is unable to
predict or control, that may cause the Company's actual results or performance
to materially differ from any future results or performance expressed or implied
by such statements. Such factors may include, without limitation, the ability to
close the stock purchase agreement for the sale of Alflex while obtaining the
approval of the regulatory agencies, the success of the implementation of the
Company-wide information system, the effect of global economic conditions, the
ability to achieve the level of cost savings or productivity improvements
anticipated by management, the effect (including possible increases in the cost
of doing business) resulting from war or terrorist activities or political
uncertainties, the ability to successfully implement new marketing and sales
strategies, the impact of competitive products and pricing, product development
and commercialization, availability and cost of critical raw materials, the
ability to effectively hedge the cost of raw materials, capacity and supply
constraints or difficulties, the success of the Company in implementing its
business strategy, and other risks as detailed in the Company's various filings
with the Securities and Exchange Commission.
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 hereunto duly authorized.
COMMONWEALTH INDUSTRIES, INC.
By /s/ Mark V. Kaminski
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Mark V. Kaminski, President and
Chief Executive Officer
Date: June 7, 2004
Exhibit Index
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Exhibit
Number Description
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99.1 Stock Purchase Agreement By and Between Southwire
Company, as Purchaser and CI Holdings, LLC, as Seller
Relating to the Sale of Alflex Corporation, Dated as
of June 4, 2004.