UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE 13G/A
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kaiser Aluminum Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
483007 10 0
(CUSIP Number)
<PAGE>
CUSIP No. 483007 10 0
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) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5) SOLE VOTING POWER
22,061,750--See Item 4
NUMBER
OF 6) SHARED VOTING POWER
SHARES 27,938,250--See Item 4
BENEFICIALLY
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH 22,061,750--See Item 4
REPORTING
PERSON 8) SHARED DISPOSITIVE POWER
WITH 27,938,250--See Item 4
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000,000-- See Item 4
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES
/ /
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9)
63.6%--See Item 4
12) TYPE OF REPORTING PERSON
HC
<PAGE>
CUSIP No. 483007 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAXXAM GROUP HOLDINGS INC.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5) SOLE VOTING POWER
See Item 4
NUMBER
OF 6) SHARED VOTING POWER
SHARES 27,938,250--See Item 4
BENEFICIALLY
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH See Item 4
REPORTING
PERSON 8) SHARED DISPOSITIVE POWER
WITH 27,938,250--See Item 4
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,938,250--See Item 4
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES
/ /
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9)
35.5%
12) TYPE OF REPORTING PERSON
HC
<PAGE>
CUSIP No. 483007 10 0
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) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
5) SOLE VOTING POWER
N/A
NUMBER
OF 6) SHARED VOTING POWER
SHARES See Item 4
BENEFICIALLY
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH N/A
REPORTING
PERSON 8) SHARED DISPOSITIVE POWER
WITH See Item 4
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 4
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES
/ /
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9)
See Item 4
12) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 483007 10 0
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FEDERATED DEVELOPMENT INC.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5) SOLE VOTING POWER
N/A
NUMBER
OF 6) SHARED VOTING POWER
SHARES See Item 4
BENEFICIALLY
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH N/A
REPORTING
PERSON 8) SHARED DISPOSITIVE POWER
WITH See Item 4
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 4
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES
/ /
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9)
See Item 4
12) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 483007 10 0
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) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
5) SOLE VOTING POWER
N/A
NUMBER
OF 6) SHARED VOTING POWER
SHARES See Item 4
BENEFICIALLY
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH N/A
REPORTING
PERSON 8) SHARED DISPOSITIVE POWER
WITH See Item 4
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 4
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9) EXCLUDES CERTAIN SHARES
/ /
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9)
See Item 4
12) TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1(A). NAME OF ISSUER:
Kaiser Aluminum Corporation (the "Company")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5847 San Felipe, Suite 2600, Houston, Texas 77057
ITEM 2(A). NAME OF PERSON FILING:
MAXXAM Inc. ("MAXXAM")
MAXXAM Group Holdings Inc. ("MGHI")
Federated Development Company ("Federated")
Federated Development Inc. ("FDI")
Charles E. Hurwitz
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office of each of MAXXAM, MGHI, Federated, FDI
and Mr. Hurwitz is 5847 San Felipe, Suite 2600, Houston, Texas 77057.
ITEM 2(C). CITIZENSHIP:
FDI, MAXXAM and MGHI: Delaware
Federated: New York
Charles E. Hurwitz: United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value (the "Common Stock")
ITEM 2(E). CUSIP NUMBER:
483007 10 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-
2(B), CHECK WHETHER THE PERSON FILING IS A:
Not applicable
ITEM 4. OWNERSHIP.
MAXXAM:
(a) Amount beneficially owned: 50,000,000 shares (see below)
(b) Percent of class: 63.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 22,061,750 (see
below)
(ii) Shared power to vote or to direct the vote: 27,938,250
(see below)
(iii) Sole power to dispose or to direct the disposition of:
22,061,750 (see below)
(iv) Shared power to dispose or to direct the disposition of:
27,938,250 (see below)
MGHI:
(a) Amount beneficially owned: 27,938,250 shares (see below)
(b) Percent of class: 35.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: Not Applicable (see
below)
(ii) Shared power to vote or to direct the vote: 27,938,250
(see below)
(iii) Sole power to dispose or to direct the disposition of:
Not Applicable (see below)
(iv) Shared power to dispose or to direct the disposition of:
27,938,250 (see below)
MGHI is a newly formed, wholly owned subsidiary of MAXXAM. On
December 23, 1996, 27,938,250 shares of Common Stock of the Company, which
were directly owned by MAXXAM at such time, were transferred from MAXXAM to
be held directly by MGHI (the "Transferred Shares"). MAXXAM retained
direct ownership of 22,061,750 shares of Common Stock of the Company. The
shares of Common Stock held by MAXXAM and MGHI represent approximately
28.1% and 35.5%, respectively, or 63.6% in the aggregate, of the
outstanding capital stock of the Company on a fully diluted basis. MAXXAM
is shown as having shared voting and investment power with respect to the
Transferred Shares as MGHI is a wholly owned subsidiary of MAXXAM. The
Transferred Shares are pledged as security for the 11-1/4% Senior Secured
Notes and 12-1/4% Senior Secured Discount Notes (the "MGI Notes") of MAXXAM
Group Inc., MGHI's wholly owned subsidiary. To the extent that any of the
Transferred Shares are released from the Indenture securing the MGI Notes,
up to 16,055,000 are required to be pledged as security for the 12% Senior
Secured Notes of MGHI.
This amendment represents MGHI's initial filing on this matter.
Federated, FDI and Mr. Hurwitz:
Federated, FDI and Mr. Hurwitz together beneficially own 61.2% 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. FDI is
a wholly owned subsidiary of Federated. By reason of FDI's ownership
interest in MAXXAM, Federated's ownership of FDI and Mr. Hurwitz's
ownership of Federated and his position as an officer, director and/or
trustee of Federated, FDI and MAXXAM, Federated, FDI and Mr. Hurwitz may be
deemed to possess, indirectly, shared power to vote or dispose of, the
Common Stock of the Company owned by MAXXAM and MGHI. Pursuant to Rule
13d-4, Federated and Mr. Hurwitz disclaim beneficial ownership of such
Common Stock.
This amendment represents FDI's initial filing on this matter.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit 1, Agreement of Joint Filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
Not applicable
<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: January 2, 1997
MAXXAM INC.
/s/ Byron L. Wade
Name: Byron L. Wade
Title: 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: January 2, 1997
MAXXAM GROUP HOLDINGS INC.
/s/ Byron L. Wade
Name: Byron L. Wade
Title: 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: January 2, 1997
FEDERATED DEVELOPMENT COMPANY
/s/ James H. Paulin, Jr.
Name: James H. Paulin, Jr.
Title: 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: January 2, 1997
FEDERATED DEVELOPMENT INC.
/s/ James H. Paulin, Jr.
Name: James H. Paulin, Jr.
Title: 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: January 2, 1997
/s/ Charles E. Hurwitz
Charles E. Hurwitz
<PAGE>
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 the Statement on Schedule
13G/A (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 January 2, 1997.
MAXXAM INC.
/s/ Byron L. Wade
Name: Byron L. Wade
Title: Vice President, Secretary and
Deputy General Counsel
MAXXAM GROUP HOLDINGS INC.
/s/ Byron L. Wade
Name: Byron L. Wade
Title: Vice President, Secretary and
Deputy General Counsel
FEDERATED DEVELOPMENT COMPANY
/s/ James H. Paulin, Jr.
Name: James H. Paulin, Jr.
Title: Secretary-Treasurer
FEDERATED DEVELOPMENT INC.
/s/ James H. Paulin, Jr.
Name: James H. Paulin, Jr.
Title: Secretary-Treasurer
/s/ Charles E. Hurwitz
Charles E. Hurwitz
