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CENTURY ALUMINUM COMPANY
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(Name
of Issuer)
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COMMON STOCK, $0.01 Par
Value
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(Title
of Class of Securities)
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156431 10 8
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(CUSIP
Number)
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Company
Secretary
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Glencore
Holding AG
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Baarermattstrasse
3, P.O. Box 666
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CH-6341
Baar, Switzerland
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Phone: 41-41-709-2563
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(Name, Address and
Telephone Number of Person
Authorized
to Receive Notices and Communications)
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February 3, 2009
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(Date
of Event which Requires Filing of this Statement)
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CUSIP
No. 156431 10 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Investment Pty
Ltd
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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.............................................................................................................................
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(b)
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.............................................................................................................................
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3.
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SEC
Use Only
...........................................................................................................................
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4.
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Source
of Funds (See Instructions)
AF,
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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6.
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Citizenship
or Place of Organization
Western
Australia
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
None....................................................................................................………...
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8.
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Shared
Voting Power
28,062,386
shares (See Item
5)
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9.
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Sole
Dispositive Power
None...............................................................……………………...................
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10.
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Shared
Dispositive Power
28,062,386 shares
(See Item
5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
28,062,386 shares
(See Item
5)
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable
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||
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13.
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Percent
of Class Represented by Amount in Row (11)
38.2%
(See Item 5)
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 156431 10 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Investments
AG
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||
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(a)
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.............................................................................................................................
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(b)
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.............................................................................................................................
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3.
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SEC
Use Only
...........................................................................................................................
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||
|
4.
|
Source
of Funds (See Instructions)
AF,
OO
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||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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6.
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Citizenship
or Place of Organization
Switzerland
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
|
Sole
Voting Power
None....................................................................................................………...
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8.
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Shared
Voting Power
28,062,386 shares
(See Item
5)
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||
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9.
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Sole
Dispositive Power
None...............................................................……………………...................
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||
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10.
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Shared
Dispositive Power
28,062,386 shares
(See Item
5)
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||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
28,062,386 shares
(See Item
5)
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||
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
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||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.2%
(See Item 5)
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||
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14.
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Type
of Reporting Person (See Instructions)
CO,
HC
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||
|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore International
AG
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|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||
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(a)
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.............................................................................................................................
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(b)
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.............................................................................................................................
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3.
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SEC
Use Only
...........................................................................................................................
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||
|
4.
|
Source
of Funds (See Instructions)
WC,
OO
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||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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||
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6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None....................................................................................................………....
|
|
|
8.
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Shared
Voting Power
28,062,386 shares
(See Item 5)
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||
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9.
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Sole
Dispositive Power
None...............................................................……………………...................
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||
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10.
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Shared
Dispositive Power
28,062,386 shares
(See Item 5)
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||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
28,062,386 shares
(See Item 5)
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||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
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||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.2%
(See Item 5)
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||
|
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
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||
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CUSIP
No. 156431 10 8
|
|||
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1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Holding
AG
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||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||
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(a)
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.............................................................................................................................
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||
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(b)
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.............................................................................................................................
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||
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3.
|
SEC
Use Only
...........................................................................................................................
|
||
|
4.
|
Source
of Funds (See Instructions)
AF,
OO
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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||
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6.
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Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
....................................................................................................………......
|
|
|
8.
|
Shared
Voting Power
28,062,386 shares
(See Item 5)
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||
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9.
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Sole
Dispositive Power
...............................................................……………………...................
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||
|
10.
|
Shared
Dispositive Power
28,062,386 shares
(See Item 5)
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||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
28,062,386 shares
(See Item 5)
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||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
38.2%
(See Item 5)
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||
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14.
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Type
of Reporting Person (See Instructions)
CO,
HC
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Explanatory
Note:
This
is the sixth amendment (“Amendment No.
6”) to the statement on Schedule 13D for Glencore AG, Glencore
Investment Pty Ltd. (Glencore Investment
Pty”) Glencore International AG (“Glencore
International”) and Glencore Holding AG (“Glencore
Holding”), which was originally filed with the Securities and
Exchange Commission on April 12, 2001, and amended on May 25, 2004,
November 27, 2007, July 8, 2008, July 21, 2008, and January 28, 2009,
relating to the common stock, par value $0.01 per share (“Common Stock”)
of Century Aluminum Company (the “Company”). The
information set forth in this Amendment No. 6 reflects the acquisition by
Glencore Investment Pty of additional Common Stock in the Company’s
registered public offering of Common Stock that closed on February 3, 2009
(the “Public
Offering”).
Unless
otherwise indicated herein, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the original
Schedule 13D, as amended through the date hereof (the “Schedule
13D”).
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Item
3 of the Schedule 13D is hereby amended by adding the following at the end
thereof:
Glencore
Investment Pty paid $59,590,125 in cash for the Common Stock it acquired
in the Public Offering, which was obtained through a loan from Glencore
International, which Glencore International funded from internal working
capital.
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Item
4.
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Purpose
of the Transaction
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Item
4 of the Schedule 13D is hereby amended by adding the following at the end
thereof:
Glencore
Investment Pty acquired an additional 13,242,250 shares of Common Stock in
the Public Offering at the offering price of $4.50 per share.
Glencore
Investment Pty acquired the Common Stock in the Public Offering in order
to maintain its economic interest in the Company at a level of forty-seven
percent (47%) of all economic interests in the Company (based on the
number of shares of Common Stock and Series A Preferred Stock (“Preferred
Stock”) issued and outstanding after completion of the Public
Offering and assuming the exercise of the underwriters’ over-allotment
option).
The
Common Stock beneficially owned by the Reporting Persons is
held for investment purposes. The Reporting Persons may acquire
additional Common Stock upon the conversion of the 155,787.18 shares of
Preferred Stock held by Glencore Investment Pty, which is described in
Item 6 of Amendment 3 to the statement on Schedule 13D, filed July 8,
2008, or from time to time in open market or privately negotiated
transactions, provided such acquisitions are on terms deemed
favorable. Alternatively, the Reporting Persons may, from time
to time, sell all or a portion of the Common Stock beneficially owned by
them in open market or privately negotiated transactions, provided such
sales are on favorable terms. None of the Reporting Persons has
any present plan or proposal which relates to or would result in any of
the actions or events enumerated in clauses (a) through (j) of Item 4 of
Schedule 13D.
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) The
Reporting Persons beneficially own 28,062,386 shares of Common Stock, or
38.2% of the Company’s outstanding Common Stock. The shares
reported as beneficially owned by the Reporting Persons, which are held
directly by Glencore Investment Pty or its nominee: (i) do not include the
15,578,718 shares of Common Stock issuable upon conversion of the
155,787.18 shares of Preferred Stock owned by Glencore Investment Pty,
which are convertible only (a) upon the occurrence of events that have not
transpired and that are outside of the control of the Reporting Persons,
or (b) in circumstances that would not result in an increase in the
percentage of shares of Common Stock beneficially owned by the Reporting
Persons, and (ii) include 22,500 shares subject to presently exercisable
options and 1,047 shares of restricted Common Stock that vest in June 2009
or upon the holder’s earlier termination of services as a director of the
Company due to death or disability, each held directly by Mr. Willy R.
Strothotte, who holds such options and shares as nominee for Glencore
Investment Pty. The aggregate number and percentage of shares
of Common Stock beneficially owned by each person (other than the
Reporting Persons) named in Item 2 is set forth opposite his or her
name on Schedule I
hereto. The beneficial ownership percentages reported herein are based
upon (i) the 73,552,692 shares of Common Stock outstanding after
giving effect to the Public Offering, but without the exercise of the
underwriters’ over-allotment option, as reported in the Company’s
prospectus supplement dated January 28, 2009, to the prospectus filed with
the Company’s Registration Statement on Form S-3 on May 29, 2007, plus
(ii) 22,500 shares which are subject to presently exercisable options
which are held directly by Mr. Strothotte as nominee for Glencore
Investment Pty. If the underwriters’ over-allotment is
exercised, the 28,062,386 shares of Common Stock beneficially owned by the
Reporting Persons would equal 36.3% of the Company’s 77,227,692 shares of
Common Stock outstanding after giving effect to the Public Offering and
the exercise of the underwriters’ over-allotment option, as reported in
the Company’s prospectus supplement dated January 28, 2009, to the
prospectus filed with the Company’s Registration Statement on Form S-3 on
May 29, 2007.
(b) The
Reporting Persons share the power to vote or to direct the vote and
dispose or to direct the disposition of 28,062,386 shares of Common
Stock. To the best knowledge of the Reporting Persons, each
person (other than the Reporting Persons and any person holding shares as
nominee for the Reporting Persons) named in Item 2 has the sole power to
vote or to direct the vote and dispose or to direct the disposition of the
number of shares of Common Stock set forth opposite his or her name on
Schedule
I hereto.
(c) None
of the Reporting Persons nor, to their knowledge, any of the persons named
in Item 2 have engaged in any transaction in Common Stock during the sixty
days immediately preceding the date hereof, except as
follows:
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Transaction
Party
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Nature
of Transaction
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Date
of Transaction
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Number
of Shares
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Price
per Share
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Glencore
Investment Pty Ltd.
|
Conversion
of Preferred Stock (1)
|
12/31/2008
|
1,296
|
(1)
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Glencore
Investment Pty Ltd.
|
Purchase in Public Offering | 2/3/09 | 13,242,250 | $4.50 |
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(1)
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Represents
Common Stock acquired upon the automatic conversion of 12.96 shares of the
Company’s Series A Convertible Preferred Stock (“Preferred
Stock”) in accordance with the terms of the Preferred
Stock.
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Item
7.
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Material
to Be Filed as Exhibits
|
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1.
|
Joint
Filing Agreement (filed herewith)
|
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2.
|
Power
of Attorney (incorporated by reference to Exhibit 24.1 to Amendment No. 4
to Schedule 13D, dated July 18, 2008, and filed by the Reporting Persons
with the Securities and Exchange Commission on July 21,
2008)
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Date:
February 3, 2009
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Name
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Principal Occupation
|
Business address
|
Share Ownership
|
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Steven
N. Isaacs
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Chairman
and Managing Director of Glencore Finance AG
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Richard
James Marshall
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In-house
Counsel of Glencore International AG
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Eric
Diedrichsen
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Employee
of Glencore International AG – Accounting
|
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Marc
Ocksay
|
Employee
of Glencore International AG – Finance
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Ross
Lind
|
Employee
of Glencore Investment Pty Ltd
|
Level
4, 30 The Esplanade,
Perth,
6000, Australia
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Victoria
Marr
(Citizen of Australia) |
Employee
of Glencore Australia Pty Ltd
|
Level
4, 30 The Esplanade,
Perth,
6000, Australia
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Name
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Principal Occupation
|
Business address
|
Share Ownership
|
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Willy
R. Strothotte
(Citizen
of Germany)
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Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
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Steven
F. Kalmin
(Citizen
of Australia)
|
Officer
of Glencore International AG –
Accounting
|
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|
Andreas
P. Hubmann
|
Officer
of Glencore International AG –
Accounting
|
||
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Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
|
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|
Ivan
Glasenberg
(Citizen
of Australia)
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Chief
Executive Officer
|
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Andreas
P. Hubmann
|
Officer
of Glencore International AG –
Accounting
|
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Peter
A. Pestalozzi
|
Attorney,
Pestalozzi Lachenal Patry Zurich Ltd.
|
Lowenstrasse
1
CH-8001
Zurich
Switzerland
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Zbynek
E. Zak
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Non-Executive
Director;
former
CFO of Glencore International AG (retired)
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
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|
Craig
A. Davis
(Citizen
of the US)
|
Non-Executive
Director; former Chairman and CEO of Century Aluminum Company
(retired)
|
457
shares of Common Stock
|
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|
Directors
of Glencore International AG:
|
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Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
|
||
|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
|||
|
Zbynek
E. Zak
|
Non-Executive
Director;
former
CFO of Glencore International AG (retired)
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
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|
Peter
A. Pestalozzi
|
Attorney,
Pestalozzi
Lachenal
Patry Zurich Ltd.
|
Loewenstrasse
1 CH-8001 Zurich, Switzerland
|
||
|
Craig
A. Davis
(Citizen
of the US)
|
Non-Executive
Director, former Chairman and CEO of Century Aluminum Company
(retired)
|
457
shares of Common Stock
|
||
|
(1)
Represents shares underlying options and restricted stock that were issued
to Mr. Willy R. Strothotte in connection with his service as a
director of the Company. Mr. Strothotte holds such options and shares
of restricted stock as nominee for the Reporting Persons and disclaims
beneficial ownership thereof, except to the extent of his pecuniary
interest
therein.
|
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