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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): November 23, 2004
(November 19, 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
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
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 (see General Instruction A.2. below):
[ ] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 19, 2004, Commonwealth Industries, Inc. ("Commonwealth"), the
subsidiary guarantors named in the Indenture (as defined below), and BNY Midwest
Trust Company, as successor to Harris Trust and Savings Bank, as trustee under
the Indenture, dated as of September 20, 1996, as supplemented by the First
Supplemental Indenture, dated as of November 12, 1996, the Second Supplemental
Indenture, dated as of October 16, 1998, the Third Supplemental Indenture, dated
as of December 31, 1999, and the Fourth Supplemental Indenture, dated as of
December 31, 2000 (together, the "Indenture"), executed a supplement to the
Indenture (the "Fifth Supplemental Indenture"). The Fifth Supplemental Indenture
was executed following receipt of the requisite consent of the holders of
Commonwealth's 10.75% Senior Subordinated Notes due 2006 (the "Notes") necessary
to authorize the execution of the Fifth Supplemental Indenture. The Fifth
Supplemental Indenture waives Commonwealth's compliance with certain of the
notice provisions, and eliminates most of the restrictive covenants, events of
default and related provisions in the Indenture. The Fifth Supplemental
Indenture will become effective upon the purchase by Commonwealth, by acceptance
for payment, of all Notes that are validly tendered (and not withdrawn) pursuant
to the Offer to Purchase and Consent Solicitation Statement, dated October 21,
2004, and the related Consent and Letter of Transmittal, which time will be
following the completion of the merger of Silver Fox Acquisition Company
("Silver Fox") with and into Commonwealth, pursuant to the Agreement and Plan of
Merger, dated as of June 16, 2004, among IMCO Recycling Inc., Silver Fox and
Commonwealth.
The foregoing description of the Fifth Supplemental Indenture does not purport
to be complete, and is qualified in its entirety by reference to the Fifth
Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on
Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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4.1 Fifth Supplemental Indenture, dated as of
November 19, 2004, among Commonwealth Industries, Inc.,
subsidiary guarantors named therein and BNY Midwest Trust
Company, as trustee.
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.
COMMONWEALTH INDUSTRIES, INC.
By /s/ Henry Del Castillo
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Henry Del Castillo
Vice President Finance
Date: November 23, 2004
Exhibit Index
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Exhibit
Number Description
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4.1 Fifth Supplemental Indenture, dated as of November 19, 2004, among
Commonwealth Industries, Inc., subsidiary guarantors named therein
and BNY Midwest Trust Company, as trustee.