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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 2, 2001
CENTURY ALUMINUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-27918 13-3070826
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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
THE ACQUISITION
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On April 2, 2001, Century Aluminum Company, a Delaware
corporation ("Century" or the "Company") completed the acquisition of NSA, Ltd.
("NSA") and its 237,000 metric ton per year aluminum reduction facility in
Hawesville, Kentucky (the "Hawesville Facility") from Southwire Company
("Southwire"), a privately-held wire and cable manufacturing company based in
Carrollton, Georgia (the "Acquisition"). Concurrently with the closing of the
Acquisition, the Company effectively sold a 20% interest in the Hawesville
Facility and related rights (the "Disposition") to Glencore AG ("Glencore"), the
Company's largest shareholder.
The Acquisition was completed pursuant to a Stock Purchase
Agreement, dated August 31, 2000, between Century and Southwire (the "Southwire
Agreement"). Under the terms of the Southwire Agreement, Century acquired all of
the outstanding equity securities of Metalsco, Ltd., a Georgia corporation,
which owns a direct 1% partnership interest in NSA and an indirect 99%
partnership interest in NSA through its wholly-owned subsidiary, Skyliner, Inc.
NSA is a Kentucky limited partnership which owns and operates the Hawesville
Facility.
The cash purchase price for the Acquisition was $454.1
million, subject to certain post-closing adjustments based on the amount by
which NSA's working capital as of the closing date, as finally determined,
exceeds or is less that than the amount estimated as working capital on the
closing date. In addition, Century agreed to assume approximately $7.8 million
in industrial revenue bonds (the "IRBs") related to the Hawesville Facility and
may be required to pay up to an aggregate maximum of $7.0 million if the price
of primary aluminum exceeds specified levels during the seven years following
closing. The purchase price for the Acquisition was determined based on
arms'-length negotiations between the Company and Southwire.
Century financed a portion of the cash purchase price and
related fees and expenses with the net proceeds from the sale of $325 million in
aggregate principal amount of the Company's 11-3/4% Senior Secured First
Mortgage Notes due 2008 (the "Notes") to certain institutional investors in an
offering exempt from the registration requirements of the Securities Act of
1933, as amended. The Notes are guaranteed by certain of the Company's domestic
subsidiaries and secured by a first-priority lien on certain property, plant and
equipment held by those subsidiaries. Century financed the balance of the cash
purchase price with approximately $32.0 million in available cash, $97.8 million
in proceeds from the Disposition and $25 million in proceeds from the sale to
Glencore of 500,000 shares of the Company's convertible preferred stock (the
"Convertible Preferred Stock"). The Convertible Preferred Stock was sold to
Glencore pursuant to the terms of a Convertible Preferred Stock Purchase
Agreement, dated as of April 2, 2001, between Century and Glencore. Each share
of the Convertible Preferred Stock has a liquidation preference of $50 and is
convertible at any time into Century common stock at a price of $17.92 per
share.
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THE DISPOSITION
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Concurrently with the closing of the Acquisition, Century
sold a 20% ownership interest in the Hawesville Facility and related rights to
Glencore pursuant to the terms of an Asset Purchase Agreement, dated April 2,
2001, between Century and Glencore (the "Glencore Agreement"). Under the terms
of the Glencore Agreement, Glencore's 20% ownership interest in the Hawesville
Facility consists of (i) title to the recently added fifth potline at the
Hawesville Facility, (ii) a 20% undivided interest in all other assets of and
rights relating to the Hawesville Facility, other than its four original
potlines, and (iii) a 20% ownership interest in Century Aluminum of Kentucky LLC
("CAK"), a Delaware limited liability company which holds certain intangible
assets relating to the operation of the Hawesville Facility (including the
alumina and power supply contracts). Century retained an 80% interest in the
Hawesville Facility which consists of (i) title to the original four potlines at
the Hawesville Facility, (ii) an 80% undivided interest in all other assets of
and rights relating to the Hawesville Facility, other than the fifth potline and
(iii) an 80% interest in CAK.
The cash purchase price paid by Glencore to Century for the
Disposition was $97.8 million. Glencore also assumed direct responsibility for a
pro rata portion of the IRBs and a pro rata portion of any post-closing payments
Century may be obligated to make to Southwire pursuant to the Southwire
Agreement. In addition, Glencore assumed responsibility for a pro rata portion
of any liabilities and obligations with respect to the Hawesville Facility after
closing and will share the benefit of the indemnities provided by Southwire
pursuant to the Southwire Agreement. The purchase price and terms of the
Disposition were determined through arms'-length negotiations between the
parties.
Century and Glencore entered into an Owners Agreement
concurrently with the closing of the Disposition which, notwithstanding their
separate ownership of specific assets at the Hawesville Facility, provides that
each party is entitled to a pro rata portion of the aggregate production of the
Hawesville Facility and is obligated to pay its pro rata portion of the expenses
of the facility.
The Hawesville Facility has been and following the Acquisition
will continue to be used for the production of primary aluminum in molten, ingot
and sow form. The facility has the capacity to produce up to 523 million pounds
of primary aluminum per year and Century's 80% ownership interest represents 418
million pounds of this capacity.
The foregoing summary is qualified in its entirety by
reference: (a) with respect to the Acquisition, to the Southwire Agreement, a
copy of which is attached hereto as Exhibit 2.1 and which is incorporated
herein by this reference, (b) with respect to the Notes, to the Purchase
Agreement, Indenture, Registration Rights Agreement, Mortgage, Deed of Trust
and Pledge and Security Agreement, copies of which are attached hereto as
Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6, respectively, and which are each
incorporated herein by this reference, (c) with respect to the Convertible
Preferred Stock, to the Convertible Preferred Stock Purchase Agreement,
Certificate of Designation and Form of Convertible Preferred Stock Certificate,
copies of which are attached hereto as Exhibits 4.7, 3.1, and 4.8,
respectively, and which are each incorporated herein by this reference, and (d)
with respect to the Disposition, to the Glencore Agreement, a copy of which is
attached hereto as Exhibit 2.2 and which is incorporated herein by this
reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
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:
EXHIBIT NUMBER DESCRIPTION
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2.1* Stock Purchase Agreement, dated August 31, 2000, between Century Aluminum Company and
Southwire Company.
2.2* Asset Purchase Agreement, dated as of April 2, 2001, among Century Aluminum Company,
Century Kentucky, Inc., NSA, Ltd. and Glencore AG.
3.1 Certificate of Designation of the Registrant, dated March 28, 2001.
4.1 Purchase Agreement, dated March 28, 2001, among Century Aluminum Company, Century
Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc. and
Virgin Islands Alumina Corporation LLC and Credit Suisse First Boston Corporation and
Fleet Securities, Inc., as Initial Purchasers.
4.2 Indenture, dated April 2, 2001, among Century, the Guarantors party thereto and
Wilmington Trust Company, as trustee.
4.3 Registration Rights Agreement, dated April 2, 2001, among Century Aluminum Company,
the Guarantors party thereto and Credit Suisse First Boston Corporation and Fleet
Securities, Inc., as Initial Purchasers.
4.4 Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement,
dated as of April 2, 2001, from NSA, Ltd. for the benefit of Wilmington Trust
Company, as collateral agent.
4.5 Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing
Statement and Fixture Filing, dated as of April 2, 2001, from Century Aluminum of
West Virginia, Inc. for the benefit of Wilmington Trust Company, as collateral agent.
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4.6 Pledge and Security Agreement, dated as of April 2, 2001, by Century Aluminum Company
as Pledgor and the other Pledgors party thereto in favor of Wilmington Trust Company,
as collateral agent.
4.7 Convertible Preferred Stock Purchase Agreement, dated as of April 2, 2001, between
Century Aluminum Company and Glencore AG.
4.8 Form of Convertible Preferred Stock Certificate.
99.1 Press Release, dated April 2, 2001.
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* Schedules and exhibits are omitted and will be furnished to the Securities and
Exchange Commission upon request.
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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 17, 2001 By: /s/ Gerald J. Kitchen
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Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1* Stock Purchase Agreement, dated August 31, 2000, between Century Aluminum Company and
Southwire Company.
2.2* Asset Purchase Agreement, dated as of April 2, 2001, among Century Aluminum Company,
Century Kentucky, Inc., NSA, Ltd. and Glencore AG.
3.1 Certificate of Designation of Registrant relating to the Convertible Preferred Stock,
dated March 28, 2001.
4.1 Purchase Agreement, dated March 28, 2001, among Century Aluminum Company, Century
Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc. and
Virgin Islands Alumina Corporation LLC and Credit Suisse First Boston Corporation and
Fleet Securities, Inc., as Initial Purchasers.
4.2 Indenture, dated April 2, 2001, among Century, the Guarantors party thereto and
Wilmington Trust Company, as trustee.
4.3 Registration Rights Agreement, dated April 2, 2001, among Century Aluminum Company,
the Guarantors party thereto and Credit Suisse First Boston Corporation and Fleet
Securities, Inc., as Initial Purchasers.
4.4 Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement,
dated as of April 2, 2001, from NSA, Ltd. for the benefit of Wilmington Trust
Company, as collateral agent.
4.5 Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing
Statement and Fixture Filing, dated as of April 2, 2001, from Century Aluminum of
West Virginia, Inc. for the benefit of Wilmington Trust Company, as collateral agent.
4.6 Pledge and Security Agreement, dated as of April 2, 2001, by Century Aluminum Company
as Pledgor and the other Pledgors party thereto in favor of Wilmington Trust Company,
as collateral agent.
4.7 Convertible Preferred Stock Purchase Agreement, dated as of April 2, 2001, between
Century Aluminum Company and Glencore AG.
4.8 Form of Convertible Preferred Stock Certificate.
99.1 Press Release, dated April 2, 2001.
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* Schedules and exhibits are omitted and will be furnished to the Securities and
Exchange Commission upon request.
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