================================================================================
UNITED STATES
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): October 1, 2004
----------------------
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 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)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 8.01. OTHER EVENTS
On October 1, 2004, Century Aluminum Company ("Century") issued a press
release announcing that Century and Noranda Aluminum, Inc. completed the
acquisition of Kaiser's Gramercy alumina plant and related bauxite mining assets
in Jamaica.
The description of the press release set forth above is qualified in its
entirety by reference to the press release, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
-------------- -----------
99.1 Press Release, dated October 1, 2004, announcing that Century Aluminum Company and
Noranda Aluminum, Inc. completed the acquisition of Kaiser's Gramercy alumina plant
and related bauxite assets in Jamaica.
This Current Report on Form 8-K, together with the information in Exhibit
99.1, may contain "forward-looking statements" within the meaning of the U.S.
federal securities laws. Century has based its forward-looking statements on
current expectations and projections about the future; however, these statements
are subject to risks, uncertainties and assumptions, any of which could cause
Century's actual results to differ materially from those expressed in its
forward-looking statements. More information about these risks, uncertainties
and assumptions can be found in the risk factors and forward-looking statements
cautionary language contained in Century's filings with the Securities and
Exchange Commission. 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
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: October 6, 2004 By: /s/ Peter C. McGuire
---------------------------------------
Name: Peter C. McGuire
Title: Vice President and Associate
General Counsel
3
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press Release, dated October 1, 2004, announcing that Century Aluminum Company and
Noranda Aluminum, Inc. completed the acquisition of Kaiser's Gramercy alumina plant
and related bauxite assets in Jamaica.
4