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): April 27, 2004
Century Aluminum Company
(Exact name of registrant as specified in its charter)
Delaware 0-27918 13-3070826
(State or other jurisdiction of (Commission File Number) (IRS Employer
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)
Item 2. Acquisition or Disposition of Assets
On April 27, 2004, Century Aluminum Company ("Century" or the
"Company") completed the acquisition of Nordural hf ("Nordural") from Columbia
Ventures Corporation ("CVC"), a privately-owned investment company headquartered
in Vancouver, Washington. Nordural is an Icelandic company that owns a
90,000-metric-ton-per-year (mtpy) primary aluminum plant located in
Grundartangi, Iceland (the "Nordural Facility"). Built in 1998, the Nordural
facility has been and, following the acquisition, will continue to be used for
the production of primary aluminum. An expansion is planned that will double the
production capacity of the Nordural Facility to 180,000 mtpy by 2006.
The acquisition was effected pursuant the terms of an Amended and
Restated Stock Purchase Agreement, dated as of March 28, 2004, by and among
Century, CVC and Nordural (the "Stock Purchase Agreement"). Under the terms of
the Stock Purchase Agreement, Century acquired all of the outstanding equity
shares of Nordural for a cash purchase price of $175 million (including a $25
million payment that was contingent on the satisfaction of conditions related to
the planned expansion), plus cash at December 31, 2003 and related adjustments
totaling $13.2 million, subject to further purchase price adjustments. In
addition, Nordural has long-term project debt of approximately $190 million.
The purchase price and other terms of the Nordural acquisition were
determined based on negotiations between the Company and CVC. Century financed
the cash purchase price and related payments with proceeds from an underwritten
public offering of 9,000,000 shares of its common stock, which closed on April
14, 2004.
The foregoing summary is qualified in its entirety by reference to
the terms of the Stock Purchase Agreement, which is listed as Exhibit 2.1 to
this Form 8-K and incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
Pursuant to Item 7(a)(4) of Form 8-K, the registrant will file the
required financial statements by amendment within sixty days of the date of this
filing.
(b) Pro Forma Financial Information.
Pursuant to Item 7(a)(4) of Form 8-K, the registrant will file the
required pro forma financial information by amendment within sixty days of the
date of this filing.
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
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Exhibit Index
Exhibit Number Description
-------------- -----------
2.1 Amended and Restated Stock Purchase Agreement, dated as
of March 28, 2004, by and among Century, CVC and
Nordural *
*Incorporated by reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K filed on March 29, 2004. Schedules and exhibits have been omitted and
will be furnished to the Securities and Exchange Commission upon request.
Forward-Looking Statements
This Form 8-K may contain certain "forward-looking statements." Century
has based these forward-looking statements on current expectations and
projections about future events. Many of these statements may be identified by
the use of forward-looking words such as "expects," "anticipates," "plans,"
"believes," "projects," "estimates," "should," "will," and "potential" and
variations of such words. Although the Company believes the expectations
reflected in its forward-looking statements are reasonable, the Company cannot
guarantee future events or its future performance or results of operations. All
forward-looking statements in this filing are based on information available to
the Company on the date of this filing; however, the Company is not obligated to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. These forward-looking statements are
subject to risks, uncertainties and assumptions and readers are cautioned that
actual results could differ materially and, therefore, they should not place
undue reliance on any forward-looking statements.
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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: May 11, 2004 By: /s/ Gerald J. Kitchen
-------------------------------------
Name: Gerald J. Kitchen
Title: Executive Vice President,
Chief Administrative
Officer, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2.1 Amended and Restated Stock Purchase Agreement, dated as
of March 28, 2004, by and among Century, CVC and
Nordural *
*Incorporated by reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K filed on March 29, 2004. Schedules and exhibits have been omitted and
will be furnished to the Securities and Exchange Commission upon request.
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