UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 4,
2009
Century
Aluminum Company
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-27918
|
13-3070826
|
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
2511
Garden Road
Building
A, Suite 200
Monterey,
California
(Address
of principal executive offices)
|
93940
(Zip
Code)
|
|
(831)
642-9300
|
|
|
(Registrant's
telephone number, including area code)
|
|
|
N/A
|
|
|
(Former
name or former address, if changed since last
report)
|
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Explanatory
Note:
This
amendment No. 1 to the Current Report on Form 8-K filed by Century Aluminum
Company (the “Company’) on February 10, 2008 (the “Initial 8-K”) is being filed
to report the information required under Item 2.05 that was not available at the
time of the Initial 8-K filing.
Item
2.05 Costs Associated with Exit or Disposal Activities.
On
February 10, 2009, the Company filed the Initial 8-K to report its commitment to
conduct an orderly curtailment of the remaining plant operations at our
aluminum smelter operations in Ravenswood, West Virginia (“Ravenswood”) by
February 20. At that time, the Company was not able to reasonably
estimate charges that may arise from our alumina supply
agreement that expires December 31, 2009. Item 2.05 of the Initial
8-K is being amended to report our estimates of those costs.
As a
result of the Ravenswood curtailment, the Company expects to incur cash losses
of approximately $15 to $20 million in 2009 associated with the sale of excess
alumina that will be received under our alumina supply agreement that
expires December 31, 2009. This estimate is based on current alumina
contract pricing which is indexed to LME prices for primary aluminum, our
estimate of spot alumina prices and the forecasted internal use of a portion of
this material in our other smelting operations.
On
February 10, 2009, the Company estimated that future cash expenditures related
to the curtailment required to be disclosed under Item 2.05 would be
approximately $34 million over the next 24 months. The $34 million
estimated future cash expenditures does not include the $15 to $20 million of
cash losses expected to be incurred to sell excess alumina that will be received
under our alumina supply agreement that expires December 31, 2009 discussed
above. The $34 million estimated future cash expenditures also does
not include approximately $20 to $25 million in future cash expenditures
expected to be incurred over the next 24 months related to operations at
Ravenswood following the curtailment. Including these
expenditures and losses increases the estimated future cash
outlays for Ravenswood to $69 to $79 million over the next 24
months.
The
information in this Form 8-K may contain "forward-looking statements" within the
meaning of U.S. federal securities laws. The Company has based its
forward-looking statements on current expectations and projections about the
future, however, these statements are subject to risks, uncertainties and
assumptions, any of which could cause the Company's actual results to differ
materially from those expressed in its forward-looking statements. More
information about these risks, uncertainties and assumptions can be found in the
risk factors and forward-looking statements cautionary language contained in the
Company's Annual Report on Form 10-K and in other filings made with the
Securities and Exchange Commission. The Company does not undertake, and
specifically disclaims, any obligation to revise any forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date such forward-looking statements
are made.
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:
|
February
19, 2009
|
By:
|
/s/
William J. Leatherberry
|
|
Name:
William J. Leatherberry
|
|||
|
Title: Vice
President, Assistant General Counsel and Assistant
Secretary
|