-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NX31Qy8pOh8lMZsf37885gANJWolBKwnzs5ZLnxohcb4zGJaQucG3MIapSm9dgYP U2Zk5hydrlY7Rpx2prBcEQ== 0000950129-04-008258.txt : 20041029 0000950129-04-008258.hdr.sgml : 20041029 20041029164539 ACCESSION NUMBER: 0000950129-04-008258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041025 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER ALUMINUM CORP CENTRAL INDEX KEY: 0000811596 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 943030279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09447 FILM NUMBER: 041106922 BUSINESS ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132673777 MAIL ADDRESS: STREET 1: KAISER ALUMINUM & CHEMICAL CORP STREET 2: 5847 SAN FELIPE ST STE 2500 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: KAISERTECH LTD DATE OF NAME CHANGE: 19901122 8-K 1 h19565e8vk.htm KAISER ALUMINUM CORP.- OCTOBER 25, 2004 e8vk
 



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 25, 2004

KAISER ALUMINUM CORPORATION

(Exact name of Registrant as Specified in its Charter)
         
Delaware
(State of incorporation)
  1-9447
(Commission File Number)
  94-3030279
(I.R.S. Employer Identification Number)
     
5847 San Felipe, Suite 2500
Houston, Texas

(Address of Principal Executive Offices)
  77057-3268
(Zip Code)

(713) 267-3777
(Registrant’s telephone number, including area code)

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


 

Item 1.01 Entry into a Material Definitive Agreement

On October 28, 2004, Kaiser Aluminum Corporation (the “Company”) and its wholly owned subsidiary, Kaiser Aluminum & Chemical Corporation, and the lenders under its Post Petition Credit Agreement (the “Credit Agreement”) completed the Seventh Amendment to the Credit Agreement. The amendment was approved by the United States Bankruptcy Court for the District of Delaware (the “Court”) on October 28, 2004. Among other things, the amendment resets a financial covenant and permits the sale of the Company’s interests in and related to Queensland Alumina Limited.

The Company has previously disclosed that in connection with the amendment and the completion of the previously announced commodity asset sales, it expects that the amount of borrowing base available under the Credit Agreement would decline. However, as also disclosed, the Company believes that once amended, the Credit Agreement would be adequate to support the Company’s liquidity requirements through the remainder of the Cases. This belief is based on the fact that it was the commodity assets that subjected the Company to the most variability and exposure from both a price risk basis as well as from an operating perspective. While there can be no assurance, based on recent primary aluminum prices and recent market conditions for fabricated aluminum products, the Company currently expects availability under the Credit Agreement to remain near or above the $100 million range.

A copy of a related press release issued on October 26, 2004 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events

On October 25, 2004, the Court, which is overseeing the Company’s on-going Chapter 11 reorganization proceedings, approved an extension of exclusivity for the Company and all debtors to February 28, 2005. The order did provide that exclusivity could be terminated earlier with respect to four subsidiaries that own (or owned) certain of the Company’s commodity-related interests in Jamaica, which have been sold/monetized, and in Australia, which are subject to a Court approved auction. A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c)  Exhibits

*99.1    Press Release dated October 26, 2004


* Included with this filing.

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 hereunto duly authorized.
         
  KAISER ALUMINUM CORPORATION
(Registrant)
 
 
  By:   /s/ Daniel D. Maddox    
    Daniel D. Maddox   
Dated: October 29, 2004    Vice President and Controller   

 


 

         

EXHIBIT INDEX

     
Exhibit    
Number
  Description
99.1
  Press Release dated October 26, 2004*


*   Included with this filing.

 

EX-99.1 2 h19565exv99w1.htm PRESS RELEASE DATED OCTOBER 26, 2004 exv99w1
 

Exhibit 99.1

(KAISER ALUMINUM LOGO)

     
For Information: Scott Lamb
   
Telephone: (713) 332-4751
  October 26, 2004

Kaiser Aluminum Receives Conditional Approval Of Amendment To Credit Agreement
And Extension Of Exclusivity

     HOUSTON, Texas, October 26, 2004 — Kaiser Aluminum said that the U.S. Bankruptcy Court for the District of Delaware has conditionally approved the seventh amendment to Kaiser’s Post-Petition Credit Agreement, subject to the lenders agreeing to modify the latest date upon which Kaiser might file a Plan of Reorganization.

     The Court’s required modification would change the specified date for Kaiser to file its Plan of Reorganization from no later than December 31, 2004 to no later than February 13, 2005, which is currently the expiration date of the Post-Petition Credit Agreement. The Post-Petition Credit Agreement lenders have consented to this change and the company expects that the Court will enter an order approving the seventh amendment, as modified, before the October 31, 2004 expiration of a previously disclosed waiver.

     The amendment, once effective, resets a financial covenant and permits, among other things, the sale of Kaiser’s interests in and related to the QAL alumina refinery in Australia.

     Kaiser’s Form 10-Q for the second quarter of 2004 contains additional information regarding the Post-Petition Credit Agreement.

     Separately, the Court also approved an extension of exclusivity as to all debtors to February 28, 2005, but noted that exclusivity could be terminated earlier with respect to the four subsidiaries that own (or owned) certain of the company’s commodity-related interests in Jamaica, which have been sold/monetized, and in Australia, which are the subject of a Court approved auction later this week, in accordance with the terms of the recently filed Intercompany Settlement Agreement.

     Kaiser Aluminum (OTCBB: KLUCQ) is a leading producer of fabricated aluminum products and owns interests in alumina and primary aluminum assets.

F-998

Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors.

GRAPHIC 3 h19565kaiser.gif GRAPHIC begin 644 h19565kaiser.gif M1TE&.#EAI``D`,0``%]?7Y^?G]_?WQ\?'R`@(-[>WA`0$,_/SR\O+V]O;X^/ MC^[N[J^OKP\/#T!`0._O[\[.SD]/3S`P,+Z^OH"`@']_?S\_/[^_O_[^_O__ M_P```````````````````````"'Y!```````+`````"D`"0```7_8":.9&F> M:*JN;.N^<"QGF*7=>'1B="8$`YP01P#P>B;>$:5<[C#.F?2YC+*@5A+F8!AJ M`L\"@.`=`@I06A:;%6&UT?8$NF$(#@$@*(^!H6J0;G@498V2>C*_V@K5?(A`C:V*MY`H`:A3!P47D%I MJ:&!0U\`!*Q1HJ!,@HPXJ$D2Y077':0W$GRJ5$S)3XU3%75*DP_'``M@PXH= M)R0GB6CJ!BB@U@:+@JXWOD'50$I20HLZR<9UE8*-SI&W\,!A@U:(.2M0YIX< MT6T8*SIQV!0H0\!5T2&'"SVX2N29F[D:`%083;IT!0617HVX>Z-"UDA*:)0! MUM9+O+/D+`1X@,>O@"!#OO'`ACEDRGI50`\SX-0:TXH5=!XHL@H)4*$PD0!HD(Z/2<$>0M$((AP3,#USBO3>?&2$TWTHP4W7A2C MAH\:/-`"&U#86)$!B]'`H8=+L!:B9R;,2,XKH+FH4RXI$!<@"1BV)M@=(7F) MC`/S91#D$&!`J:4&!A2)08XWW7`1%UY8`&4"8A5J*%AED`>%@0HUP%`9"%C2 M7VAZ8,#:1G!`P.(-N+`!XGVFL19=!I?1>0X#3*I#`!MS0O<&:/;$P6&>U?R& MW%\%"I(`;PN`*&82:8[*H1]-N+D<*5C`*,U[&-@:G*(ZI=EA;*26\>#_*\YZ MH8.6":P9;`:39H;!I.\P\`:@&98RJ88H8<`9#E5]:&BL3!00P:$6$&IH9GT= M8($#83E`"+Z#XFNP6*)!.>[!#`.\V,(`BW4M"?X:VBT<@PDT,8H:YX&$:E1L M_,)Y?DG1#[5D]A59%1^WW#$,:V[<5LIS*&SD%(B)G&*[=;"I,I0Q"&GE=CT8O#W&/EJS7?ZUM6L]:$.3%24HTR"D*I>9)0D869I!>$J7B M8`0-">U'9W;TW.!`&NX85),[L=[%B$YS2<`W_Q;_J'0>4B!A+)XY=XBG5*O^ M?:Q`2_HI(80$2EQ7F1N%=;N%1TIQA0,-4FH0/!2-XX6S6T(80):@AEPE:!)H M2<`;%FC19JD7HT)H%/9"L+4`I%BXLRKRCNODCH7]/8Y^H%2OD&M<6N.`96)" MT*N%CIQ"ULU*$W$0_DS7+/%(H!-B$P0U%'08#(BG.K*)"QI(-(3I8>`"F[I8 MS:(DGFED("-#@L)5SI>W\-W!;QK07D)2<3D,Q"(N`2)=_J!`(M#I7)@*8JU&`FX_&@,;MK3!J8:;\> M-&8EUQS"8HPU"RCD\D6F0DJ59N#%$W2C`NA2A3T$\"XA=#$BQ<1!&@H#DD(Z CKGQ"X$<&A&`A+$"@>6]@0![Q9(&M)*0J"@))/#6'@A```#L_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----