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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
KAISER ALUMINUM CORPORATION
(NAME OF SUBJECT COMPANY) (ISSUER)
KAISER ALUMINUM CORPORATION
KAISER ALUMINUM & CHEMICAL CORPORATION
(NAME OF FILING PERSONS) (OFFEROR)
OPTIONS TO PURCHASE COMMON STOCK OF KAISER ALUMINUM CORPORATION,
PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
483007100
(CUSIP Number of Underlying Common Stock)
J. KENT FRIEDMAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
KAISER ALUMINUM CORPORATION
KAISER ALUMINUM & CHEMICAL CORPORATION
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
(713) 267-3777
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSONS FILING STATEMENT)
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$4,030,738.50 $806.15
*Calculated solely for purposes of determining the filing fee in accordance with
Section 13(e)(3) of the Securities Exchange Act of 1934 and Rule 0-11
thereunder. This amount assumes the purchase of all options for which this offer
is being made.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $806.15
Form or Registration No.: Schedule TO
Filing parties: Kaiser Aluminum Corporation; Kaiser
Aluminum & Chemical Corporation
Date filed: April 26, 2001
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [X]
INTRODUCTORY STATEMENT
This Amendment No. 2 and Final Amendment to the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on April 26,
2001, as amended by Amendment No. 1 to Schedule TO filed on May 11, 2001 (as
amended, the "Schedule TO"), reports the final results of our offer to purchase
options to purchase shares of Kaiser Aluminum Corporation common stock, par
value $.01 per share, held by certain employees and directors of Kaiser Aluminum
Corporation and Kaiser Aluminum & Chemical Corporation, on the terms and subject
to the conditions in the Offer to Purchase dated April 26, 2001, which was
attached as Exhibit A1 to the Schedule TO.
Item 4. Terms of the Transaction.
Item 4 is hereby amended and supplemented as follows:
"The offer expired on May 24, 2001 at 5:00 p.m., Houston time, and the
Company has accepted for exchange, pursuant to the offer, options to purchase
3,617,058 shares of Kaiser common stock. Subject to the terms and conditions of
the offer, Kaiser will grant 1,086,135 shares of restricted Kaiser common stock
in exchange for such tendered options. Kaiser will promptly forward to each
optionholder whose options have been accepted for exchange a restricted stock
agreement and stock power to be properly executed by each such optionholder and
returned to us. Upon our receipt of the properly executed restricted stock
agreement and stock power, we will issue the restricted stock to the account of
each such optionholder."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in Amendment No. 2 to this Schedule TO is true,
complete and correct.
KAISER ALUMINUM CORPORATION
By: /s/ John T. La Duc
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Name: John T. La Duc
Title: Executive Vice President and
Chief Financial Officer
KAISER ALUMINUM & CHEMICAL CORPORATION
By: /s/ John T. La Duc
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Name: John T. La Duc
Title: Executive Vice President and
Chief Financial Officer
Dated: June 5, 2001