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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): July 26, 1999
Century Aluminum Company
(Exact name of registrant as specified in its charter)
Delaware 0-27918 13-3070826
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2511 Garden Road
Building A, Suite 200
Monterey, California 93940
(Address of principal executive offices) (Zip Code)
(831) 642-9300
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 26, 1999, Century Aluminum Company, a Delaware corporation
("Century"), announced that it had entered into a Stock and Asset Purchase
Agreement dated July 26, 1999 (the "Purchase Agreement") by and among Century,
Century Aluminum of West Virginia, Inc., a Delaware corporation and wholly-owned
subsidiary of Century ("Century WV"), and Pechiney Rolled Products LLC, a
Delaware limited liability company ("Pechiney"). Pursuant to the Purchase
Agreement, Pechiney has agreed to purchase from Century WV certain assets and
assume certain liabilities relating to the rolled products unit at Ravenswood,
West Virginia (the "Rolling Business"), and purchase from Century all of the
issued and outstanding shares of common stock of Century Cast Plate, Inc., a
Delaware corporation and wholly-owned subsidiary of Century ("Century CP"), for
an aggregate purchase price of $248 million, subject to certain adjustments.
Century intends to use a portion of the purchase price to repay its credit
facilities.
The Rolling Business assets Century WV will sell to Pechiney include the
casting operation and the manufacture of flat-rolled sheet aluminum at the
Ravenswood, West Virginia facility. Century CP's operations include a
fabrication plant located at Vernon, California.
The consummation of the asset sale is subject to certain closing
conditions set forth in the Purchase Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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99.1 Press release dated July 26, 1999
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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 thereunto duly authorized.
CENTURY ALUMINUM COMPANY
Date: August 2, 1999 By: /s/ Gerald J. Kitchen
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Executive Vice-President,
General Counsel and Secretary
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PECHINEY TO ACQUIRE CENTURY'S FABRICATED ALUMINUM BUSINESSES
PARIS/MONTEREY, Calif.--(BUSINESS WIRE)--July 26, 1999--Pechiney (NYSE:PY),
Century Aluminum (NASDAQ:CENX) and Century Aluminum of West Virginia, Inc.
(CAWV), a wholly owned subsidiary of Century, have signed a definitive agreement
for Pechiney to acquire Century's two fabricated aluminum businesses for US$248
million.
The businesses, with revenues of US$562 million in 1998, consist of:
-The Rolled Products unit of CAWV at Ravenswood, West Virginia that
has capacity to produce up to 600 million pounds (270,000 metric tons)
of rolled aluminum products a year on some of the largest rolling
equipment in the aluminum industry. The Ravenswood facility is a
leading North American supplier of premium sheet and plate products
for the aerospace and transportation markets. It is also a major North
American producer of brazing sheet used to manufacture radiators for
passenger cars and trucks;
-Century Aluminum's Cast Plate unit at Vernon, California that has
capacity to produce 15 million pounds (7,000 metric tons) a year of
cast aluminum plate in the broadest range of sizes in the world, and
is the world's second largest manufacturer of these products. Cast
plate is used principally in the machinery and equipment markets;
The smelting operation of CAWV at Ravenswood is not included in the
transaction. However, the two companies have entered into a long-term metal
supply agreement.
Announcing the transaction, Pechiney Chairman and Chief Executive Officer
Jean-Pierre Rodier said, "This acquisition highlights Pechiney's strategy to
develop strong positions as a global supplier of high value-added products and
provides us with new confidence in our ability to further enhance shareholder
value."
"It substantially increases our industrial base - Issoire and Neuf-Brisach
plants, in France - broadens our line of key products and allows Pechiney to
benefit from a balanced industrial position in two major geographic markets,
Europe and North America. We are very pleased to see the progress already
achieved at the plant and we will plan additional investments to accelerate the
modernization of the Ravenswood rolling operations," Mr. Rodier added.
Century Chairman and Chief Executive Officer Craig A. Davis said: "Since
1996, Century has redirected the product and marketing strategy at Ravenswood
and made significant investments in the rolling operations to capitalize on the
large-scale and unique equipment capabilities. Ravenswood has become a strong
competitor in the growing and technically demanding aerospace and transportation
markets. Yet, to further improve competitiveness, the rolling operations will
require additional investment and the support
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of broad technological and R&D capabilities. These requirements are best suited
to a larger, broader based company, such as Pechiney."
"We believe the best way for Century to enhance shareholder value is to
conclude this transaction and immediately begin strengthening the company's
primary aluminum position through new investments."
Completion of the transaction is subject to all usual governmental and
regulatory clearances, and other customary closing conditions.
Pechiney's core businesses are the production of aluminum, aluminum
fabricated products and packaging materials. Pechiney is the world's fourth
largest producer of primary aluminum and the second largest producer of
technical flat products for the aerospace and transportation industries.
Pechiney is the world leader in smelting technology. It is also a major
manufacturer of flexible and rigid plastic packaging for the food, personal care
and beauty markets. Pechiney reported sales of 9.8 billion euros (US$10.9
billion) in 1998. Pechiney shares are traded on the Paris Stock Exchange; its
American Depositary Receipts are traded on the New York Stock Exchange under the
symbol PY.
Following the sale of the Ravenswood and Vernon fabricated aluminum
businesses, Century's operations will consist of the 168,000-metric-ton-per year
(mtpy) Ravenswood reduction plant, and a 26.7% interest in the 210,000-mtpy
reduction plant at Mount Holly, SC. Century is headquartered in Monterey, CA.
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PECHINEY CENTURY
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7, place du Chancelier Adenauer 2511 Garden Road
75218 Paris Cedex 16 Suite 200 Building A
Monterey, CA 93940
Contact :
Francois-Jose Bordonado Contact:
Tel. 33-1 56 28 25 07 A.T. Posti
Catherine Paupelin Tel. 831/642-9364
Tel. 33-1 56 28 25 08 Fax 831-642-9328
Fax 33-1 56 28 33 38 e-mail: [email protected]
e-mail: [email protected]
Internet: http://www.pechiney.com
