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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): August 13, 2004
COMMONWEALTH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25642 13-3245741
(State of incorporation) (Commission File Number) (I.R.S. Employer
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 9. Regulation FD Disclosure.
See the following joint press release, dated August 12, 2004, relating
to IMCO Recycling Inc. and Commonwealth Industries, Inc. announcing executive
retirements as well as appointments following proposed merger:
NEWS RELEASE
Contacts:
Paul V. Dufour - IMCO Recycling Inc.
(972) 401-7391
Kim S. Knotts - Commonwealth Industries, Inc.
(502) 588-8207
IMCO RECYCLING AND COMMONWEALTH INDUSTRIES ANNOUNCE EXECUTIVE
RETIREMENTS AS WELL AS APPOINTMENTS FOLLOWING PROPOSED MERGER
Irving, Texas and Louisville, Kentucky (August 12, 2004) - IMCO Recycling Inc.
(NYSE: IMR) and Commonwealth Industries, Inc. (NASDAQ/NM: CMIN) today announced
the planned retirements of two executives and the appointments of several others
who will assume positions in the company to be formed if IMCO's and
Commonwealth's proposal to merge receives the necessary stockholder and
regulatory approvals.
The proposed merger is expected to close in the fourth quarter of 2004.
On June 17 it was announced that Steven J. Demetriou, president and chief
executive officer and a director of Commonwealth, would become chairman and
chief executive officer of the merged company. Today he said that Richard L.
Kerr, president and chief executive officer of IMCO, has decided to retire when
the merger closes. Mr. Demetriou said that Mr. Kerr, 61 years old, "has worked
in the aluminum industry for 35 years and has been instrumental in the
development and growth of IMCO. He has served as chairman of The Aluminum
Association and his important contributions to the industry are well known. We
look forward to an ongoing relationship with Dick."
Prior to joining IMCO, Mr. Kerr worked for Alcoa in several key management
positions. He joined IMCO in 1984 when the company had one processing plant and
held increasingly responsible executive positions as the company grew through
acquisitions and internal expansion. It now operates a total of 26 facilities in
the U.S. and abroad.
He said, "I'm confident that the proposed merger is the best course of action
for the stockholders and employees of both companies, and I'm pleased to have
had the opportunity to help lead, develop and implement this combination."
In addition, Mr. Demetriou said that Paul V. Dufour, 65 years old and executive
vice president and chief financial officer of IMCO, also has decided to retire
when the merger closes. "Paul has played a strategic role in the leadership of
IMCO and has managed its financial and administrative affairs since its
formation over 17 years ago," Mr. Demetriou said.
As previously announced, Chris Clegg will be general counsel, and Mike Friday
will be chief financial officer of the merged company. Messrs. Clegg and Friday
will report to Mr. Demetriou.
The following individuals have been named to lead the merged company's
operating business units reporting to Mr. Demetriou.
- John J. Wasz will continue as president of the aluminum fabricating
business unit.
- Joseph M. Byers, currently senior vice president, aluminum
commercial for IMCO, will become president of the recycling and
alloys business unit.
- Barry K. Hamilton, currently president of U.S. Zinc
Corporation, a wholly owned subsidiary of IMCO, will serve as
president of the zinc business unit.
- Dieter Koch and Roland Scharf-Bergmann, currently co-managing
directors of VAW-IMCO GmbH of Germany, a wholly owned
subsidiary of IMCO, will serve as co-managing directors of the
European business unit.
In addition, the following individuals will have functional leadership roles in
the merged company. Sean Stack will have responsibility for both treasury and
all M&A activity. Jeffrey B. Holder, currently vice president, information
technology for IMCO, will become head of the IT function for the merged company.
Robert R. Holian, currently senior vice president, controller and chief
accounting officer for IMCO, will become corporate controller of the new
company. All three will report directly to the chief financial officer.
Denis Ray, who has worked at both IMCO and Commonwealth, will manage
manufacturing shared services and report directly to Mr. Demetriou.
J. Tomas Barrett, currently senior vice president and assistant chief financial
officer of IMCO, will serve as integration coordinator. This position is
expected to continue six-to-twelve months post-closing.
Mr. Demetriou said, "Several other decisions remain to be made regarding the
future leadership of the merged company. Our joint steering committee is
continuing to work quickly to complete the new organization and to finalize the
geographic locations of major activities. Our intention is to drive key
responsibilities down into the business units and operating functions, with the
goal of co-locating as much of the organizations as possible. We hope very
shortly to announce pending decisions about other executive appointments,
locations of business unit offices, and the name of the merged company."
He also reported that the Federal Trade Commission has granted IMCO's request
for early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act.
IMCO Recycling Inc. is one of the world's largest recyclers of aluminum and
zinc. The company has 21 U.S. production plants and five international
facilities located in Brazil, Germany, Mexico and Wales. IMCO Recycling's
headquarters office is in Irving, Texas.
Commonwealth Industries, Inc. is one of North America's leading manufacturers
of aluminum sheet for the distribution, transportation, construction and
consumer durables end-use sectors. The company has direct-chill casting
facilities in Kentucky and continuous casting mini-mills in Ohio and California.
Commonwealth's headquarters office is in Louisville, Kentucky.
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 definitive merger
agreement of Commonwealth and IMCO Recycling Inc., 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 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, including synergies that
the IMCO merger are expected to produce, the timing of the closing of the
proposed merger with IMCO, 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/ Christopher R. Clegg
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Christopher R. Clegg
Vice President, General Counsel
and Secretary
Date: August 13, 2004