<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
KAISER ALUMINUM CORPORATION
(Name of Issuer)
$.65 DEPOSITARY SHARES (EACH REPRESENTING ONE-TENTH OF A SHARE OF SERIES A
MANDATORY CONVERSION PREMIUM DIVIDEND PREFERRED STOCK)
(Title of Class of Securities)
Depositary Shares: 483007 20 9
(Series A Preferred Stock: 483007 30 8)
(CUSIP Number)
Anthony R. Pierno, Esq.
Vice President & General Counsel
5847 San Felipe, Suite 2600
Houston, Texas 77057
(713) 267-3671
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 1, 1994
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. / /
Check the following box if a fee is being paid with this statement. / /
<PAGE>
SCHEDULE 13D/A
AMENDMENT NO. 2
CUSIP No. 483007 20 9
483007 30 8
- ---------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAXXAM INC.
- ---------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- ---------------------------------------------------------------------------
3) SEC USE ONLY
- ---------------------------------------------------------------------------
4) SOURCE OF FUNDS
00
- ---------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
/ /
- ---------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
7) SOLE VOTING POWER
924,450
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES N/A
BENEFICIALLY -----------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 924,450
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH N/A
- ---------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,209,850
- ---------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11) EXCLUDES CERTAIN
SHARES
/ /
- ---------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11)
4.8%
- ---------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
HC
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
AMENDMENT NO. 2
CUSIP No. 483007 20 9
483007 30 8
- ---------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FEDERATED DEVELOPMENT COMPANY
- ---------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- ---------------------------------------------------------------------------
3) SEC USE ONLY
- ---------------------------------------------------------------------------
4) SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
/ /
- ---------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- ---------------------------------------------------------------------------
7) SOLE VOTING POWER
N/A
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES See Item 5
BENEFICIALLY -----------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH N/A
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH See Item 5
- ---------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
- ---------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11) EXCLUDES CERTAIN
SHARES
/ /
- ---------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11)
See Item 5
- ---------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
AMENDMENT NO. 2
CUSIP No. 483007 20 9
483007 30 8
- ---------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES E. HURWITZ
- ---------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- ---------------------------------------------------------------------------
3) SEC USE ONLY
- ---------------------------------------------------------------------------
4) SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
/ /
- ---------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ---------------------------------------------------------------------------
7) SOLE VOTING POWER
N/A
NUMBER -------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES See Item 5
BENEFICIALLY -----------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH N/A
REPORTING -------------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH See Item 5
- ---------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
- ---------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11) EXCLUDES CERTAIN
SHARES
/ /
- ---------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11)
See Item 5
- ---------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D/A
AMENDMENT NO. 2
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this amendment to
the Statement on Schedule 13D (the "Statement") relates is the $.65
Depositary Shares (the "Depositary Shares") of Kaiser Aluminum Corporation,
a Delaware corporation (the "Company"), each representing one-tenth of a
shares of Series A Mandatory Conversion Premium Dividend Preferred Stock of
the Company. The principal executive offices of the Company are located at
5847 San Felipe, Suite 2600, Houston, Texas 77057.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by MAXXAM Inc., a
Delaware corporation ("MAXXAM"), Federated Development Company, a New York
business trust ("Federated"), and Charles E. Hurwitz (collectively, the
"Reporting Persons"). As of the date of this Statement, Federated and Mr.
Hurwitz together beneficially own 2,741,042 shares of Common Stock of
MAXXAM, or approximately 31.3% of the outstanding Common Stock of MAXXAM
(the "MAXXAM Common Stock"), and 657,917 shares of Class A $.05 Non-
Cumulative Participating Convertible Preferred Stock (the "MAXXAM Preferred
Stock"), or approximately 97% of the outstanding shares of MAXXAM Preferred
Stock, representing 59.9% of the total voting power of MAXXAM. Federated
is wholly owned by Mr. Hurwitz, members of his immediate family and trusts
for the benefit thereof.
MAXXAM, through its beneficial ownership of approximately
60.1% of the voting power of the outstanding capital stock of the Company
(on a fully diluted basis), is a fully integrated producer of aluminum.
Through its wholly owned subsidiaries, including The Pacific Lumber
Company, Scotia Pacific Holding Company and SHRP, Inc., MAXXAM is also
engaged in forest products operations and real estate management and
development as a general partner of the first Class 1 horse racing track in
Texas. Federated is engaged in real estate management and development and
in the management of real estate loans and, through its interest in MAXXAM,
the businesses conducted by MAXXAM.
The principal offices of MAXXAM and Federated are located at
5847 San Felipe, Suite 2600, Houston, TX 77057.
The name, business address and present principal occupation
or employment of each of the executive officers, directors and trustees of
MAXXAM and Federated (including Mr. Hurwitz) are set forth in Schedule I
hereto, which is incorporated herein by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, nor, to the best knowledge of the Reporting Persons, the
persons listed on Schedule I hereto, has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) 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 was or is subject
to a judgment, decree or 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.
(f) Each natural person identified in this Item 2 is a
citizen of the United States of America.
ITEM 4. PURPOSE OF TRANSACTION.
From time to time commencing September 27, 1994, MAXXAM has
sold and plans to continue offers and sales of shares it owns of Depositary
Shares.
Except as set forth herein, the Reporting Persons have no
present plans or proposals that would result in or relate to any of the
transactions required to be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c) As of the date of this Statement, MAXXAM owns
924,450 or approximately 4.8% of the Depositary Shares outstanding and has
sole power to vote and dispose of such Depositary Shares. As of the date
of this Statement, 1,201,300 Depositary Shares have been sold by MAXXAM
pursuant to a Registration Statement on Form S-3, Registration No. 33-
50581, filed November 12, 1993 and declared effective by the Securities and
Exchange Commission on November 15, 1993. The Depositary Shares are listed
with the New York Stock Exchange and the sales of such Depositary Shares
were made through registered broker-dealers in the following series of
transactions:
Trade Date Settlement Date Share Amount Price
---------- ---------------- ------------ -------
09/27/94 10/04/94 10,000 $8.2500
10/03/94 10/11/94 1,000 8.2500
10/04/94 10/12/94 100,000 8.1250
10/04/94 10/12/94 500 8.2500
10/31/94 11/07/94 11,600 8.5000
11/01/94 11/08/94 500,000 8.2750
11/02/94 11/09/94 300,000 8.3750
11/03/94 11/10/94 252,200 8.4628
11/04/94 11/11/94 1,000 8.6250
11/07/94 11/14/94 25,000 8.5000
11/08/94 11/15/94 7,200 8.5000
MAXXAM also owns 50,000,000 shares of Company Common Stock. See Item 4.
By reason of Federated's ownership of shares of MAXXAM Common Stock and
MAXXAM Preferred Stock and Mr. Hurwitz's ownership of Federated and his
position as an officer, director and/or trustee of Federated and MAXXAM,
Federated and Mr. Hurwitz may be deemed to possess, indirectly, shared
power to vote or dispose of, the Depositary Shares and the Company Common
Stock owned by MAXXAM. Pursuant to Rule 13d-4, Federated and Mr. Hurwitz
disclaim beneficial ownership of such Depositary Shares.
Other than as aforesaid, none of the persons identified in
response to Item 2 beneficially own, or have engaged within the past 60
days in any transaction in, the Depositary Shares.
(e) As of November 3, 1994, MAXXAM ceased to be the
beneficial owner of more than five percent of the outstanding Depositary
Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d-1(f) promulgated
under the Securities Exchange Act of 1934, as amended.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: November 8, 1994 MAXXAM INC.
By: BYRON L. WADE
Byron L. Wade
Vice President, Secretary and
Deputy General Counsel
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: November 8, 1994 FEDERATED DEVELOPMENT COMPANY
By: JAMES H. PAULIN, JR.
James H. Paulin, Jr.
Secretary and Treasurer
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: November 8, 1994
CHARLES E. HURWITZ
Charles E. Hurwitz
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
------------- ---------------------------------------- -----
1 Agreement of joint filing pursuant to 14
Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, as
amended
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
The name and present principal occupation or employment of
each of the executive officers, directors and trustees of MAXXAM and
Federated are set forth below.
Name and Present Principal
Positions Held Occupation or Employment Business Address
- ------------------ ------------------------- ------------------
MAXXAM:
- -------
Charles E. Hurwitz Chairman of the Board, 5847 San Felipe,
Chairman of the President and Chief Suite 2600
Board, President, Executive Officer of Houston, TX 77057
Chief Executive MAXXAM; Chairman of the
Officer and Board, President, Chief
Director Executive Officer and
Trustee of Federated;
Director of the Company,
MAXXAM and KACC
Robert J. Certified Public 2001 Kirby, Suite
Cruikshank Accountant 315
Director Houston, TX 77019
Ezra G. Levin Partner, the law firm of Kramer, Levin,
Director Kramer, Levin, Naftalis, Naftalis,
Nessen, Kamin & Frankel, Nessen, Kamin &
Frankel
919 Third Avenue,
40th Floor
New York, NY
10022
Stanley D. Partner, the law firm of Rosenberg, Tuggey,
Rosenberg Rosenberg, Tuggey & Agather &
Director Agather Rosenthal
140 E. Houston
Street,
Suite 220
San Antonio, TX
78205
John T. La Duc Vice President--Chief 5847 San Felipe,
Senior Vice Financial Officer of the Suite 2600
President-- Company, KACC, Scotia Houston, TX 77057
Chief Financial Pacific Holding Company
Officer and The Pacific Lumber
Company; Senior Vice
President--Chief
Financial Officer of
MAXXAM; Director of The
Pacific Lumber Company
and Scotia Pacific
Holding Company
Anthony R. Pierno Vice President and 5847 San Felipe,
Senior Vice General Counsel of the Suite 2600
President and Company, KACC, The Houston, TX 77057
General Counsel Pacific Lumber Company
and Scotia Pacific
Holding Company; Senior
Vice President and
General Counsel of MAXXAM
Paul N. Schwartz Director and Vice 5847 San Felipe,
Senior Vice President of Scotia Suite 2600
President-- Pacific Holding Company Houston, TX 77057
Corporate and The Pacific Lumber
Development Company; President, Chief
Executive Officer and
Director of United
Financial Group, Inc.;
Senior Vice President--
Corporate Development of
MAXXAM
Robert E. Cole Vice President--Federal 5847 San Felipe,
Vice President-- Government Affairs of Suite 2600
Federal Government MAXXAM and The Pacific Houston, TX 77057
Affairs Lumber Company; Vice
President, Government
Affairs of KACC
Diane M. Dudley Vice President-- Chief 5847 San Felipe,
Vice President-- Personnel Officer of Suite 2600
Chief Personnel MAXXAM Houston, TX 77057
Officer
Robert W. Irelan Vice President-- Public 5847 San Felipe,
Vice President-- Relations of KACC, MAXXAM Suite 2600
Public Relations and The Pacific Lumber Houston, TX 77057
Company
Ronald L. Reman Vice President--Taxes of 5847 San Felipe,
Vice President-- MAXXAM; Assistant Suite 2600
Taxes Treasurer of the Company Houston, TX 77057
and KACC
Byron L. Wade Vice President, Secretary 5847 San Felipe,
Vice President, and Deputy General Suite 2600
Secretary and Counsel of the Company, Houston, TX 77057
Deputy General MAXXAM, The Pacific
Counsel Lumber Company, Scotia
Pacific Holding Company
and KACC<PAGE>
FEDERATED:
- ----------
Chairman of the Board, 5847 San Felipe,
Charles E. Hurwitz President and Chief Suite 2600
Chairman of the Executive Officer of Houston, TX 77057
Board, President, MAXXAM; Chairman of the
Chief Executive Board, President, Chief
Officer and Executive Officer and
Trustee Trustee of Federated;
Director of the Company,
MAXXAM and KACC
Ezra G. Levin Partner, the law firm of Kramer, Levin,
Trustee Kramer, Levin, Naftalis, Naftalis,
Nessen, Kamin & Frankel, Nessen, Kamin &
Frankel
919 Third Avenue,
40th Floor
New York, NY
10022
David B. Learner President of MRCA MRCA Information
Trustee Information Services, Services, Inc.
Inc., a market research 4 Landmark Square
and consulting firm Stamford, CT
06901
James H. Paulin, Secretary and Treasurer 5847 San Felipe,
Jr. of Federated Suite 2600
Secretary and Houston, TX 77057
Treasurer
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned persons hereby agree to
file with the Securities and Exchange Commission an amendment to the
Statement on Schedule 13D (the "Statement") to which this Agreement is
attached as an exhibit, and agree that such Statement, as so filed, is
filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of November 8, 1994.
CHARLES E. HURWITZ
Charles E. Hurwitz
MAXXAM INC.
By: BYRON L. WADE
Byron L. Wade
Vice President, Secretary and
Deputy General Counsel
FEDERATED DEVELOPMENT COMPANY
By: JAMES H. PAULIN, JR.
James H. Paulin, Jr.
Secretary and Treasurer <PAGE>
