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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): April 7, 2000
CENTURY ALUMINUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-27918 13-3070826
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
2511 GARDEN ROAD
BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(Address of principal executive offices) (Zip Code)
(831) 642-9300
(Registrant's telephone number,
including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 7, 2000, Century Aluminum Company, a Delaware corporation
("Century"), through its wholly-owned indirect subsidiary Berkeley Aluminum,
Inc., a Delaware corporation ("Berkeley"), increased its 26.67% undivided
interest in certain property, plant and equipment which comprise an aluminum
reduction facility in Mt. Holly, South Carolina (the "Mt. Holly Facility") to
49.67% by purchasing a 23% undivided interest from Xstrata Aluminum Corporation,
a Delaware corporation ("Xstrata"). Xstrata is a wholly-owned subsidiary of
Xstrata AG, a publicly traded Swiss company ("Xstrata AG"). Glencore
International AG (Glencore) is a major shareholder of Xstrata AG and is also a
major shareholder of Century. As part of the purchase, Berkeley also acquired
Xstrata's 23% interest in the general partnership which operates and maintains
the Mt. Holly Facility (the "Operating Partnership", and together with the Mt.
Holly Facility, the "Mt. Holly Assets"). Prior to Berkeley's purchase of the Mt.
Holly Assets, it held a 26.67% undivided interest in the Mt. Holly Facility and
a 26.67% interest in the Operating Partnership.
The sale was completed pursuant to an Asset Purchase Agreement dated
as of March 31, 2000 (the "Purchase Agreement") by and between Berkeley and
Xstrata. The aggregate purchase price for the Mt. Holly Assets was $95 million,
subject to certain post-closing adjustments. Under the terms of the Purchase
Agreement, Berkeley agreed to assume certain of Xstrata's obligations and
liabilities relating to the Mt. Holly Assets. The terms of the Purchase
Agreement were determined through arms'-length negotiations between the parties.
Berkeley paid the purchase paid using available cash.
The Mt. Holly Facility has the capacity to produce up to 480
million pounds of primary aluminum per year. Century's 49.47% ownership
represents 238.4 million pounds of this capacity.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Pursuant to Item 7(a)(4) of Form 8-K, the registrant will file the
required financial statements and pro forma financial information by amendment
within sixty days of the date of this filing.
(b) Pro Forma Financial Information.
Pursuant to Item 7(a)(4) of Form 8-K, the registrant will file the
required financial statements and pro forma financial information by amendment
within sixty days of the date of this filing.
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
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Exhibit Number Description
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2.1 Asset Purchase Agreement dated as of March 31, 2000 by and
between Xstrata Aluminum Corporation and Berkeley
Aluminum, Inc.
99.1 Press Release dated February 7, 2000
99.2 Press Release dated April 10, 2000
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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: April 20, 2000 By: /s/ DAVID W. BECKLEY
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Name: David W. Beckley
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement dated as of March 31, 2000
by and between Xstrata Aluminum Corporation and
Berkeley Aluminum, Inc.
99.1 Press Release dated February 7, 2000
99.2 Press Release dated April 10, 2000