FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 27, 1996
KAISER ALUMINUM CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-9447
(Commission File Number)
94-3030279
(I.R.S. Employer Identification Number)
5847 SAN FELIPE, SUITE 2600 77057-3010
HOUSTON, TEXAS (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (713) 267-3777
ITEM 5. OTHER EVENTS.
On September 27, 1996, the Board of Directors of Kaiser Aluminum
Corporation (the "Company") adopted a resolution abandoning the proposed
recapitalization of the Company described in the Company's Proxy Statement
dated March 18, 1996 (the "Proposed Recapitalization"). The Proposed
Recapitalization would have, among other things, allowed for the creation
of two classes of common stock.
The decision by the Board of Directors of the Company to abandon
the Proposed Recapitalization follows the Delaware Supreme Court's decision
on August 29, 1996 upholding a ruling by the Delaware Court of Chancery
preliminarily enjoining implementation of the Proposed Recapitalization.
The preliminary injunction was issued in connection with the Matheson et
al. v. Kaiser Aluminum Corporation et al. action (the "Matheson action")
described in Item 3, "Legal Proceedings" of the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and Part II, Item 1, "Legal
Proceedings" of the Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1996 and June 30, 1996. The Delaware
Court of Chancery had found that the existing conversion rights of holders
of the Company's 8.255% PRIDES, Convertible Preferred Stock, par value $.05
per share (the "PRIDES") could not be adjusted as set forth in the Proposed
Recapitalization without the consent of such holders.
The Company can redeem the PRIDES at any time after December 31,
1996. In addition, on December 31, 1997, if not sooner redeemed or
converted at the option of the holder, the PRIDES mandatorily convert into
shares of the Company's existing Common Stock, $.01 par value per share.
The abandonment of the Proposed Recapitalization does not preclude a
recapitalization from being proposed to the stockholders of the Company in
the future, including a substantially identical recapitalization structure
after the redemption or conversion of the PRIDES.
On September 24, 1996, the plaintiffs in the Matheson action
filed a motion with the Delaware Court of Chancery requesting that a
permanent injunction be granted. On October 2, 1996, the Company filed its
motion to dismiss the Matheson action on the ground of mootness due to
the Board of Directors' resolution abandoning the Proposed Recapitalization
and filed its response to plaintiffs' motion. The Court has not yet acted
on either party's motion.
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)
Date: October 2, 1996 By: /s/ John T. La Duc
-----------------------------
John T. La Duc
Vice President and
Chief Financial Officer<PAGE>
