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CENTURY ALUMINUM COMPANY
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(Name
of Issuer)
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COMMON STOCK, $0.01 Par
Value
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(Title
of Class of Securities)
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156431 10 8
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(CUSIP
Number)
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Company
Secretary
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Glencore
Holding AG
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Baarermattstrasse
3, P.O. Box 666
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CH-6341
Baar, Switzerland
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Phone: 41-41-709-2563
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(Name, Address and
Telephone Number of Person
Authorized
to Receive Notices and Communications)
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January 28, 2009
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(Date
of Event which Requires Filing of this Statement)
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CUSIP
No. 156431 10 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Investment Pty
Ltd
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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.............................................................................................................................
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(b)
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.............................................................................................................................
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3.
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SEC
Use Only
...........................................................................................................................
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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6.
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Citizenship
or Place of Organization
Western
Australia
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
None....................................................................................................………...
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8.
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Shared
Voting Power
14,820,136
shares (See Item
5)
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9.
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Sole
Dispositive Power
None...............................................................……………………...................
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10.
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Shared
Dispositive Power
14,820,136
shares (See Item
5)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
14,820,136
shares (See Item
5)
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable
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13.
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Percent
of Class Represented by Amount in Row (11)
30.2%
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 156431 10 8
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|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Investments
AG
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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.............................................................................................................................
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(b)
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.............................................................................................................................
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3.
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SEC
Use Only
...........................................................................................................................
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||
|
4.
|
Source
of Funds (See Instructions)
OO
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||
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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6.
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Citizenship
or Place of Organization
Switzerland
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
|
Sole
Voting Power
None....................................................................................................………...
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8.
|
Shared
Voting Power
14,820,136
shares (See Item
5)
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||
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9.
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Sole
Dispositive Power
None...............................................................……………………...................
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10.
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Shared
Dispositive Power
14,820,136
shares (See Item
5)
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|
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
14,820,136
shares (See Item
5)
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||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
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||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
30.2%
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||
|
14.
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Type
of Reporting Person (See Instructions)
CO,
HC
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||
|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore International
AG
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||
|
(a)
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.............................................................................................................................
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||
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(b)
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.............................................................................................................................
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3.
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SEC
Use Only
...........................................................................................................................
|
||
|
4.
|
Source
of Funds (See Instructions)
OO
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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||
|
6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None....................................................................................................………....
|
|
|
8.
|
Shared
Voting Power
14,820,136
shares (See Item 5)
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||
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9.
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Sole
Dispositive Power
None...............................................................……………………...................
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||
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10.
|
Shared
Dispositive Power
14,820,136
shares (See Item 5)
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||
|
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
14,820,136
shares (See Item 5)
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||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
30.2%
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
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||
|
CUSIP
No. 156431 10 8
|
|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore Holding
AG
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||
|
(a)
|
.............................................................................................................................
|
||
|
(b)
|
.............................................................................................................................
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||
|
3.
|
SEC
Use Only
...........................................................................................................................
|
||
|
4.
|
Source
of Funds (See Instructions)
OO
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
........................................................................................................................
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||
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6.
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Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
....................................................................................................………......
|
|
|
8.
|
Shared
Voting Power
14,820,136
shares (See Item 5)
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||
|
9.
|
Sole
Dispositive Power
...............................................................……………………...................
|
||
|
10.
|
Shared
Dispositive Power
14,820,136
shares (See Item 5)
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,820,136
shares (See Item 5)
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||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
Not
applicable.
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
30.2%
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||
|
14.
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Type
of Reporting Person (See Instructions)
CO,
HC
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Explanatory
Note:
This
is the fifth amendment (“Amendment No.
5”) to the statement on Schedule 13D for Glencore AG, Glencore
Investment Pty Ltd. (“Glencore Investment
Pty”), Glencore Investments AG (“Glencore Investments AG”),
Glencore International AG (“Glencore
International”) and Glencore Holding AG (“Glencore
Holding”), which was originally filed with the Securities and
Exchange Commission on April 12, 2001, and amended on May 25, 2004,
November 27, 2007, July 8, 2008 and July 21, 2008, relating to the common
stock, par value $0.01 per share (“Common Stock”)
of Century Aluminum Company (the “Company”).
Unless
otherwise indicated herein, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the original
Schedule 13D, as amended through the date hereof (the “Schedule
13D”).
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Item
2.
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Identity
and Background
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Schedule
I attached to the Schedule 13D, which contains information with respect to
the identity and background of each executive officer and director of each
Reporting Person in response to paragraphs (a), (b), (c) and (f) of Item
2, is hereby amended and restated in its entirety by Schedule I attached
hereto. All other information in Item 2 of the Schedule 13D
remains the same.
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Item
4.
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Purpose
of the Transaction
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Item
4 of the Schedule 13D is hereby amended by adding the following at the end
thereof:
In connection with a proposed
public offering by the Company of newly-issued shares of Common Stock (the
“Public
Offering”), Glencore
AG and the Company have entered into an Agreement to Amend Certain
Provisions of Standstill and Governance Agreement (the “SAGA
Amendment”), dated
January 27, 2009. The SAGA Amendment provides for certain
amendments to the Standstill and Governance Agreement (the “SAGA”), dated July 7, 2008, that would
allow the Reporting Persons and their affiliates to increase their
beneficial ownership percentage of the Company’s Common Stock from their
current ownership percentage of approximately 30.2%, and to exercise
voting with respect to a greater percentage of shares than they are now
permitted to under the SAGA to the extent required to permit them to vote
any shares acquired by them in the proposed Public
Offering.
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) The
Reporting Persons beneficially own 14,820,136 shares of Common Stock, or
30.2% of the Company’s outstanding Common Stock. The shares
reported as beneficially owned by the Reporting Persons: (i) do not
include the 15,578,718 shares of Common Stock issuable upon conversion of
the 155,787.18 shares of Preferred Stock owned by the Reporting Persons,
which are convertible only (a) upon the occurrence of events that have not
transpired and that are outside of the control of the Reporting Persons,
or (b) in circumstances that would not result in an increase in the
percentage of shares of Common Stock beneficially owned by the Reporting
Persons, and (ii) include 22,500 shares subject to presently exercisable
options and 1,047 shares of restricted Common Stock that vest in June 2009
or upon the holder’s earlier termination of services as a director of the
Company due to death or disability, each held directly by Mr. Willy R.
Strothotte, who holds such options and shares as nominee for Glencore
Investment Pty. The aggregate number and percentage of shares
of Common Stock beneficially owned by the persons (other than the
Reporting Persons) named in Item 2 is set forth opposite their names
on Schedule I
hereto. The beneficial ownership percentages reported herein
are based upon the 49,052,692 shares of Common Stock reported as
outstanding as of December 31, 2008 in the Company’s prospectus
supplement, dated January 27, 2009, to the Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on May 29,
2007.
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(b) The
Reporting Persons share the power to vote or to direct the vote and
dispose or to direct the disposition of 14,820,136 shares of Common
Stock. To the best knowledge of the Reporting Persons, each
person (other than the Reporting Persons and any person holding shares as
nominee for the Reporting Persons) named in Item 2 has the sole power to
vote or to direct the vote and dispose or to direct the disposition of the
number of shares of Common Stock set forth opposite his name on Schedule I
hereto.
(c) None
of the Reporting Persons nor, to their knowledge, any of the persons named
in Item 2 have engaged in any transaction in any shares of Common Stock
during the sixty days immediately preceding the date hereof, except as
follows:
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Transaction
Party
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Nature
of Transaction
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Date
of Transaction
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Number
of Shares
|
Price
per Share
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Glencore
Investment Pty Ltd.
|
Acquisition
(1)
|
12/31/2008
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1,296
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(1)
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(1)
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Represents
Common Stock acquired upon the automatic conversion of 12.96 shares of the
Company’s Series A Convertible Preferred Stock (“Preferred
Stock”) in accordance with the terms of the Preferred
Stock.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
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Item
6 is hereby amended by adding the following to the end
thereof:
In
connection with the Company’s proposed Public Offering, Glencore AG and
the Company executed the SAGA Amendment. Under the SAGA
Amendment Glencore AG and the Company agreed that (1) if the Reporting
Persons or their affiliates purchase Common Stock in the Public Offering,
then until April 7, 2009, they may beneficially own, and exercise voting
rights with respect to, a number of shares of the Company’s Common Stock
equal to the greater of (x) 28.5% of the outstanding Common Stock and (y)
the quotient of: (a) the sum of (i) the number of shares of Common Stock
that equals 28.5% of the Company’s outstanding Common Stock immediately
prior to the Public Offering, and (ii) the number of shares purchased by
Glencore AG in the Public Offering; divided by (b) the number of shares of
Company Common Stock outstanding immediately following the Public
Offering, even if such amount exceeds the 30.2% of Common Stock they
currently hold. Following April 7, 2009, Glencore AG’s
permitted ownership percentage shall be as set forth in the
SAGA. The SAGA Amendment will become effective only if the
Reporting Persons or their affiliates purchase additional shares of common
stock in the proposed Public
Offering.
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Also
in connection with the proposed Public Offering, Glencore Investment Pty
has agreed to enter into a Lock-Up Agreement (the “Lock-Up
Agreement”) pursuant to which, without the prior written consent of
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
Incorporated, as representatives of the underwriters of the Public
Offering, it will not, during the period ending 90 days after the date of
the final prospectus relating to the Public Offering: (1) offer, pledge,
sell, contract to sell, grant any option, right to warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock, or (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock. The
restrictions in the Lock-Up Agreement will not apply to certain transfers,
including as part of a third party acquisition of the
Company. The Lock-Up Agreement will not be effective if the
proposed Public Offering is not consummated by February 10,
2009.
The
foregoing descriptions are subject to, and qualified in their entirety by
reference to the full text of the SAGA Amendment and the Lock-Up Agreement
which are attached hereto as Exhibits 2 and 3, and incorporated herein by
reference.
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|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
1.
|
Joint
Filing Agreement, dated January 28,
2009
|
|
2.
|
Agreement
to Amend Certain Provisions of Standstill and Governance Agreement, dated
January 27, 2009
|
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3.
|
Form
of Lock-Up Agreement
|
|
4.
|
Power
of Attorney (incorporated by reference to Exhibit 24.1 to Amendment No. 4
to Schedule 13D, dated July 18, 2008, and filed by the Reporting Persons
with the Securities and Exchange Commission on July 21,
2008)
|
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Date:
January 28, 2009
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Name
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Principal Occupation
|
Business address
|
Share Ownership
|
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Steven
N. Isaacs
|
Chairman
and Managing Director of Glencore Finance AG
|
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|
Richard
James Marshall
|
In-house
Counsel of Glencore International AG
|
||
|
Eric
Diedrichsen
|
Employee
of Glencore International AG – Accounting
|
||
|
Marc
Ocksay
|
Employee
of Glencore International AG – Finance
|
||
|
Ross
Lind
|
Employee
of Glencore Investment Pty Ltd
|
Level
4, 30 The Esplanade,
Perth,
6000, Australia
|
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|
Victoria
Marr
(Citizen of Australia) |
Employee
of Glencore Australia Pty Ltd
|
Level
4, 30 The Esplanade,
Perth,
6000, Australia
|
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Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
|
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|
Steven
F. Kalmin
(Citizen
of Australia)
|
Officer
of Glencore International AG –
Accounting
|
||
|
Andreas
P. Hubmann
|
Officer
of Glencore International AG –
Accounting
|
||
|
Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
|
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|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
||
|
Andreas
P. Hubmann
|
Officer
of Glencore International AG –
Accounting
|
||
|
Peter
A. Pestalozzi
|
Attorney,
Pestalozzi Lachenal Patry Zurich Ltd.
|
Lowenstrasse
1
CH-8001
Zurich
Switzerland
|
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Zbynek
E. Zak
|
Non-Executive
Director;
former
CFO of Glencore International AG (retired)
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
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|
Craig
A. Davis
(Citizen
of the US)
|
Non-Executive
Director; former Chairman and CEO of Century Aluminum Company
(retired)
|
457
shares of Common Stock
|
||
|
Directors
of Glencore International AG:
|
||||
|
Name
|
Principal Occupation
|
Business address
|
Share Ownership
|
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
23,547
shares of Common Stock (which includes 22,500 shares which are subject to
options presently exercisable and 1,047 shares which are subject to
vesting in one year or earlier termination of service as a Company
director due to death or disability). (1)
|
||
|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
|||
|
Zbynek
E. Zak
|
Non-Executive
Director;
former
CFO of Glencore International AG (retired)
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
||
|
Peter
A. Pestalozzi
|
Attorney,
Pestalozzi
Lachenal
Patry Zurich Ltd.
|
Loewenstrasse
1 CH-8001 Zurich, Switzerland
|
||
|
Craig
A. Davis
(Citizen
of the US)
|
Non-Executive
Director, former Chairman and CEO of Century Aluminum Company
(retired)
|
457
shares of Common Stock
|
||
|
(1)
Represents shares underlying options and restricted stock that were issued
to Mr. Willy R. Strothotte in connection with his service as a
director of the Company. Mr. Strothotte holds such options and shares
of restricted stock as nominee for the Reporting Persons and disclaims
beneficial ownership thereof, except to the extent of his pecuniary
interest
therein.
|
||||