SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 23, 2000
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WELLS ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 333-31071 35-1139550
(State or other (Commission file (I.R.S. employer
jurisdiction of incorporation number) identification no.)
or organization)
809 Gleneagles Court, Suite 300
Baltimore, Maryland 21286
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (410) 494-4500
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Item 1. Change in Control of Registrant.
On February 23, 2000, pursuant to a Stock Purchase Agreement
(the "Purchase Agreement"), dated as of January 24, 2000, by and among Norsk
Hydro Americas, Inc. ("Norsk Hydro"), Norsk Hydro USA, L.P. and the stockholders
of Wells Aluminum Corporation, Norsk Hydro acquired all of the outstanding
shares of Class A common stock of Wells Aluminum Corporation.
Effective as of February 23, 2000, pursuant to the Purchase
Agreement, all current members of the Registrant's Board of Directors, other
than Russell W. Kupiec, W. Russell Asher and Lynn F. Brown, resigned as
directors of the Registrant. The remaining members of the Board of Directors of
the Registrant then elected Ivar Hafsett, President of Hydro Aluminum s.a., Odd
Gullberg, President and Chief Executive Officer of Norsk Hydro, and Kendrick
Wallace, General Counsel of Norsk Hydro, as new directors of the Registrant.
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SIGNATURE
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.
WELLS ALUMINUM CORPORATION
Date: March 1, 2000 By: /s/
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Name: W. Russell Asher
Title: Chief Financial Officer
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