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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.______________)
International Aluminum Corporation
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(Name of Issuer)
Common Stock $1.00 per value per share
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(Title of Class of Securities)
458884103
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(CUSIP Number)
Richard A. Roman
Columbia Ventures Corporation
1220 Main Street, Suite 200
Vancouver, WA 98660
(360) 693-1336
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.[ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 458884103
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Kenneth D. Peterson, Jr.
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (See Instructions) (b) / /
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) PF
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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) Citizenship or Place of Organization United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 41,800
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 270,200
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(9) Sole Dispositive
Power 41,800
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(10) Shared Dispositive
Power 270,200
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 312,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 7.4
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(14) Type of Reporting Person*
IN
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CUSIP No. 458884103
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Columbia Ventures Corporation 91-1427151
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group (See Instructions) (b) / /
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) WC
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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) Citizenship or Place of Organization WA
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 270,200
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 270,200
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 270,200
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 6.4
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(14) Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") is being filed with
respect to the common stock, par value $1.00 per share (the "Common Stock"),
of International Aluminum Corporation, a California corporation (the
"Company" or the "Issuer"), which has its principal executive office at 767
Monterey Pass Road, Monterey Park, California 91754.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed jointly by Columbia Ventures
Corporation, a Washington corporation ("Columbia Ventures") and Kenneth D.
Peterson, Jr. ("Mr. Peterson" and collectively, the "Reporting Persons")
pursuant to the Joint Filing Agreement filed herewith as Exhibit 1. The
principal business address of Columbia Ventures is 1220 Main Street, Suite
200, Vancouver, Washington 98660, and its principal business is aluminum
smelting, extrusion, fabrication and trading. Mr. Peterson is the Chief
Executive Officer, sole director and sole shareholder of Columbia Ventures
and his principal business address is 1220 Main Street, Suite 200, Vancouver,
Washington 98660. Mr. Peterson is a United States citizen.
The name, business address and present principal occupation or
employment and the name, principal business and address of any corporation or
organization in which such employment is conducted and the citizenship of
each director and executive officer of Columbia Ventures is set forth in
Annex A, which is incorporated herein by reference.
During the last five years, none of the parties listed in this Item
2 nor, to the knowledge of the Reporting Persons, any person listed in Annex A,
has been convicted in a criminal proceeding, or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding has been or become subject to a judgment, decree of
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Between June 27, 1996 and June 2, 2000, Columbia Ventures and Mr.
Peterson acquired 212,100 shares of Common Stock in open market transactions
with brokers at prices ranging from $14.25 to $25.25. Funds used to effect
these purchases were obtained from the working capital and personal funds of
the Reporting Persons. On June 5 and June 6, 2000, Columbia Ventures
purchased an additional 99,900 shares of the Common Stock in open market
transactions with brokers for approximately $1,420,937. These purchases were
effected using working capital of Columbia Ventures.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired shares of Common Stock of the
Issuer with a view toward effecting a change in or influencing the control of
the Issuer.
On June 15, 2000, the Reporting Persons sent a letter to the Board
of Directors of the Issuer proposing a negotiated transaction whereby
Columbia Ventures (or an affiliate) would acquire all of the outstanding
Common Stock of the Issuer at a price of $18.25 per share in cash. The text
of the Reporting Persons' letter is set forth below:
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June 15, 2000
The Board of Directors
International Aluminum Corporation
767 Monterey Pass Road
Monterey Park, CA 91754
Attn: Cornelius C. Vanderstar
Chairman of the Board
Dear Mr. Vanderstar:
Over the last few years we have from time to time discussed the
possibility of a business combination transaction between International
Aluminum Corporation and the Extruded Products Group of Columbia Ventures
Corporation. As you may recall, our Group, doing business with the name of
Columbia Pacific Aluminum, consisted of three California facilities with
eight aluminum extrusion presses, a cast house, two paint lines, two
anodizing lines, a bright dip line and extensive fabrication capabilities. I
believe you were not persuaded that such a combination was in the best
interests of your shareholders. You are probably aware that last month we
sold our Extruded Products Group for about one times gross annual sales.
We have maintained an ownership position in International Aluminum for many
years. At a time of record sales and earnings generally in the extrusion
industry, I have noted with disappointment the significant operating
difficulties which have been reported recently and the quarterly losses, as well
as the severe decline in the share price over the last several months. I have
been very concerned that the value of International Aluminum is not being
realized for its shareholders as we would both desire. With these considerations
in mind I have given considerable thought to how I might be able to help unlock
shareholder value.
I am pleased to present the following proposal for a negotiated transaction
whereby Columbia Ventures (or a subsidiary or affiliate) would acquire all
outstanding shares of International Aluminum Corporation common stock at a price
of $18.25 per share in cash.
Columbia Ventures currently has the necessary funds in hand to consummate
this acquisition and therefore our proposal is not subject to any financing
condition. Reflecting our commitment to this acquisition, we have already
acquired in the open market more than seven percent of International Aluminum's
outstanding common stock and we will be filing a Schedule 13D reflecting that
fact and this proposal.
Given the current circumstances, I believe our proposal represents an
excellent opportunity for International Aluminum shareholders to achieve
liquidity for their shares at a substantial premium to current market value and
at a fair price in light of current problems.
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We are prepared to review our offering price in the event that we are first
permitted to conduct a due diligence review and such review persuades us that
International Aluminum has a greater value to Columbia Ventures than we can
ascertain from public information.
As I have told you previously, I have a great deal of respect for you as an
entrepreneur in founding and building your business over the last five decades.
Conversely, as an investor I now believe that some changes in the company are in
the best interests of shareholders. This does not in any way discount all of the
hard work and dedication it has taken to make International Aluminum what it is
today.
Our proposal is conditioned on the negotiation and execution of a mutually
acceptable definitive acquisition agreement. In addition, in view of your
ownership of more than forty percent of the outstanding shares of International
Aluminum's common stock, our proposal is also presently conditioned upon your
agreement to support the proposed transaction.
While I appreciate and respect the Board's need to conduct an appropriate
process in evaluating this proposal, I believe that time is of the essence and
request that you give this proposal your prompt consideration. We look forward
to your careful consideration of this important proposal and are prepared to
work closely with you over the next several days.
Please feel free to contact me if you have any questions regarding this
proposal or if you have other ideas for promptly enhancing shareholder value and
liquidity.
Very truly yours,
/s/ Kenneth D. Peterson, Jr.
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Kenneth D. Peterson, Jr.
Chief Executive Officer
If the Issuer is receptive to the Reporting Persons' acquisition
proposal, the Reporting Persons intend to pursue negotiation of an
acquisition agreement pursuant to which the Reporting Persons would acquire
all of the outstanding capital stock of the Issuer. In the event that the
Issuer and/or Mr. Vanderstar are unresponsive or unreceptive to the Reporting
Persons' acquisition proposal, the Reporting Persons will evaluate possible
alternatives with respect to the Issuer. Such alternatives may include,
without limitation, the following: contacting the Issuer, shareholders of the
Issuer and/or other persons for purposes of discussing the Issuer, including
the Reporting Persons' acquisition proposal or other strategies,
opportunities or proposals for enhancing value for the Issuer's shareholders;
seeking representation on the Issuer's Board of Directors or other changes in
the Issuer's present Board of
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Directors; submitting or supporting one or more proposals for shareholder action
by written consent or at a special or annual meeting of the Issuer's
shareholders; purchasing additional shares of the Issuer's Common Stock on the
open market or otherwise, including a tender offer directly to the Issuer's
shareholders; disposing of all or some of the Reporting Persons' shares of the
Issuer's Common Stock on the open market or otherwise.
Whether the Reporting Persons decide to pursue any course of action
with respect to the Issuer will depend on their continuing assessment of all
relevant factors, including without limitation the following: the Issuer's
business prospects; other business and investment opportunities available to the
Reporting Persons; economic conditions, stock market and money market
conditions; the price and trading activity of the Issuer's Common Stock in the
open market; the attitude and actions of the Issuer's management, Board of
Directors and shareholders, including the Issuer's principal shareholder; the
availability and nature of opportunities to dispose of the Reporting Persons'
shares of the Issuer's Common Stock; and other plans and requirements of the
Reporting Persons.
Depending upon their assessment of these factors from time to time, the
Reporting Persons may change their present intentions as stated above or dispose
of some or all of the shares of the Issuer's Common Stock held by them in the
open market, in privately negotiated transactions, to third parties or
otherwise, and may sell such shares to one or more purchasers. Although the
foregoing represents the range of activities presently contemplated by the
Reporting Persons with respect to the Issuer's Common Stock, the possible
activities of the Reporting Persons are subject to change at any time.
Except as set forth in this Item 4 and elsewhere in this Statement, the
Reporting Persons do not have any plans or proposals which relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D, and each of the foregoing persons reserves the right to change its
intentions with respect to any of the foregoing at any time.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) Based upon an aggregate of 4,244,794 shares of Common Stock
outstanding, as set forth in the Issuer's Quarterly Report on Form 10-Q
for the quarter ending March 31, 2000, as of the close of business on
June 14, 2000:
(i) Columbia Ventures beneficially owns 270,200 shares of Common
Stock, constituting approximately 6.4 percent of the shares
outstanding.
(ii) Mr. Peterson owns directly 41,800 shares of Common Stock,
constituting approximately 1.0 percent of the shares
outstanding. By reason of his position as the sole
shareholder of Columbia Ventures, under the provisions of
Rule 13d-3, Mr. Peterson may be deemed to beneficially own
the 270,200 shares of Common Stock owned by Columbia
Ventures, or an aggregate of 312,000 shares of Common Stock,
constituting approximately 7.4 percent of the shares
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outstanding.
(b) The Reporting Persons each have the respective power to dispose of and
vote the shares of Common Stock directly owned by them. With respect
to Columbia Ventures, this power may be exercised by its Chief
Executive Officer and sole Director, Mr. Peterson.
(c) During the 60 days prior to June 5, 2000, Mr. Peterson effected the
following transactions in the Common Stock in open market transactions
with brokers:
<TABLE>
<CAPTION>
DATE ACTION NUMBER OF SHARES PRICE PER SHARE
<S> <C> <C> <C>
4/10/00 bought 2,000 15.50
4/10/00 bought 1,000 15.38
4/10/00 bought 1,000 15.31
4/10/00 bought 1,000 15.31
4/10/00 bought 1,000 15.19
4/11/00 bought 1,000 15.05
4/11/00 bought 500 15.00
4/11/00 bought 1,000 15.00
4/11/00 bought 1,300 15.00
4/11/00 bought 1,000 14.88
4/11/00 bought 1,000 15.00
4/13/00 bought 1,000 14.88
4/14/00 bought 1,000 14.94
4/18/00 bought 1,200 14.13
5/9/00 bought 1,000 15.94
5/9/00 bought 1,000 16.00
5/10/00 bought 900 15.75
5/15/00 bought 100 15.13
5/16/00 bought 2,000 15.00
5/16/00 bought 800 14.94
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5/24/00 bought 500 14.94
5/25/00 bought 1,000 14.75
5/26/00 bought 500 14.63
5/30/00 bought 500 14.56
6/1/00 bought 100 14.38
6/2/00 bought 500 14.25
</TABLE>
During the 60 days prior to June 5, 2000 and on June 5 and 6, 2000,
Columbia Ventures effected the following transactions in the Common
Stock in open market transactions with brokers:
<TABLE>
<CAPTION>
DATE ACTION NUMBER OF SHARES PRICE PER SHARE
<S> <C> <C> <C>
6/5/00 bought 10,000 14.25
6/5/00 bought 10,000 14.31
6/5/00 bought 3,000 14.50
6/5/00 bought 4,500 14.38
6/5/00 bought 7,500 14.31
6/5/00 bought 8,500 14.31
6/5/00 bought 6,500 14.25
6/5/00 bought 5,000 14.31
6/5/00 bought 2,400 14.31
6/5/00 bought 5,000 14.13
6/5/00 bought 9,000 14.06
6/6/00 bought 5,000 14.00
6/6/00 bought 5,000 14.13
6/6/00 bought 10,000 14.31
6/6/00 bought 8,500 14.00
</TABLE>
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons have an understanding that they will act
together with respect to acquiring, holding, voting and disposing of the
Issuer's Common Stock. Except as otherwise disclosed herein, there are no
contracts, arrangements, understandings or relationships among the persons
named in Item 2 or between such persons and any other person with respect to
any securities of the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1 - Joint Filing Agreement between Kenneth D. Peterson, Jr.
and Columbia Ventures Corporation
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 15, 2000 /s/ Kenneth D. Peterson, Jr.
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Kenneth D. Peterson, Jr.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 15, 2000 Columbia Ventures Corporation
Sig: /s/ Kenneth D. Peterson, Jr.
---------------------------------
Name: Kenneth D. Peterson, Jr.
Its: Chief Executive Officer
Annex A
Information Concerning the Director and Executive Officers of Columbia
Ventures
The following table sets forth the name, business address and
principal occupation or employment at the present time for each director and
executive officer of Columbia Ventures. Unless otherwise noted, each person is a
citizen of the United States. In addition, unless otherwise noted, each person's
business address is 1220 Main Street, Suite 200, Vancouver, Washington 98660.
Executive Officers of Columbia Ventures
Kenneth D. Peterson, Jr. Director of Chief Executive Officer of
Columbia Ventures Columbia Ventures
Executive Officers of Columbia Ventures
(who are not also directors)
David M. Brewer President of Columbia
Ventures
Richard A. Roman Senior Vice President and
Chief Financial Officer of
Columbia Ventures
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agree to the joint filing of a
statement on Schedule 13D, including amendments thereto, with respect to the
common stock, par value of $1.00 per share, of International Aluminum
Corporation, and further agree that this Joint Filing Agreement be included as
an exhibit to such filings, provided that, as contemplated by Section
13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts,
all of which collectively shall constitute one and the same instrument.
/s/ Kenneth D. Peterson, Jr.
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Kenneth D. Peterson, Jr.
COLUMBIA VENTURES CORPORATION
By: /s/ Kenneth D. Peterson, Jr.
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Kenneth D. Peterson, Jr.
Chief Executive Officer
