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): March 29, 2004
CENTURY ALUMINUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-27918 13-3070826
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of 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)
ITEM 5. OTHER EVENTS.
On March 29, 2004, Century Aluminum Company ("Century") issued a
press release announcing that it had agreed to acquire from Columbia Ventures
Corporation ("CVC") 100-percent of the equity shares of Nordural hf, a primary
aluminum producer in Iceland. Century previously announced that it had agreed to
aquire an initial 49.9-percent interest in Nordural that could increase to
100-percent following the satisfaction of certain conditions. Those conditions
have been satisfied and, on March 28, 2004, Century and CVC entered into an
Amended and Restated Stock Purchase Agreement reflecting Century's agreement to
acquire CVC's entire interest in Nordural. The purchase price for the shares is
$150 million plus cash at December 31, 2003 and related adjustments totaling
$13.2 million, subject to further purchase price adjustments. In addition,
Nordural has long-term, project debt of approximately $190 million. The
agreement also provides for a contingent payment of $25 million to CVC based on
the completion of certain events related to a planned expansion of Nordural's
primary aluminum reduction facility, which may be payable as early as closing
of the acquisition. The transaction is still expected to close by May 31, 2004,
subject to satisfaction of customary closing conditions.
A copy of the press release is attached hereto as Exhibit 99.1. A
copy of the Amended and Restated Stock Purchase Agreement is attached hereto as
Exhibit 2.1.
Century issued another press release on March 29, 2004 announcing it
had filed with the Securities and Exchange Commission a preliminary prospectus
supplement to its existing shelf registration statement relating to a proposed
underwritten public offering of 9,000,000 shares of its common stock.
A copy of the press release is attached hereto as Exhibit 99.2.
FORWARD-LOOKING STATEMENTS
This Form 8-K may contain certain "forward-looking statements."
Century has based these forward-looking statements on current expectations and
projections about future events. Many of these statements may be identified by
the use of forward-looking words such as "expects," "anticipates," "plans,"
"believes," "projects," "estimates," "should," "will," and "potential" and
variations of such words. These forward-looking statements are subject to risks,
uncertainties and assumptions and readers are cautioned that actual results
could differ materially and, therefore, they should not place undue reliance on
any forward-looking statements. Century does not undertake, and specifically
disclaims, any obligation to revise any forward-looking statements to reflect
the occurrence of anticipated or unanticipated events or circumstances after the
date such forward-looking statements are made.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
The following exhibits are filed with this report on Form 8-K:
EXHIBIT INDEX
Exhibit Number Description
2.1 Amended and Restated Stock Purchase Agreement, dated as of
March 28, 2004, by and among Century, CVC and Nordural.
99.1 Press Release, dated March 29, 2004, announcing Century's
agreement with CVC to purchase 100% of Nordural hf.
99.2 Press Release, dated March 29, 2004, announcing the filing
of a prospectus supplement with the Securities and
Exchange Commission.
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: March 29, 2004 By: /s/ Gerald J. Kitchen
------------------------------------
Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel Chief
Administrative Officer and
Secretary
EXHIBIT INDEX
Exhibit Number Description
2.1 Amended and Restated Stock Purchase Agreement, dated as of
March 28, 2004, by and among Century, CVC and Nordural.
99.1 Press Release, dated March 29, 2004, announcing Century's
agreement with CVC to purchase 100% of Nordural hf.
99.2 Press Release, dated March 29, 2004, announcing the filing
of a prospectus supplement with the Securities and
Exchange Commission.