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UNITED STATES
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): December 28, 2004
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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 Identification No.)
Incorporation)
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)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 28, 2004, Century Aluminum Company ("Century") and its
subsidiary borrowers and guarantors under the Revolving Credit Agreement, dated
as of April 2, 2001 (as amended, restated, supplemented or otherwise modified
and in effect from time to time, the "Revolving Credit Facility"), entered into
a Consent and Fourth Amendment to Revolving Credit Agreement effective as of
October 29, 2004 (the "Fourth Amendment") with Fleet Capital Corporation, as
agent and lender, and a syndicate of other lenders party to the Revolving Credit
Facility. The Fourth Amendment amends the Revolving Credit Facility to permit
Century to make additional loans and/or equity contributions to its subsidiary,
Nordural ehf. ("Nordural"), in an amount of up to $75 million (in addition to
previously permitted investments) to finance a portion of the costs associated
with the ongoing expansion of the Nordural facility and to provide working
capital to Nordural. Century is required to have borrowing availability of at
least $50 million under the Revolving Credit Facility at the time of making any
loan or contribution of all or any part of the $75 million to Nordural.
Credit Suisse First Boston, which is a lender party to the Fourth
Amendment, Fleet Capital Corporation and/or their affiliates have from time to
time performed and may in the future perform various financial advisory,
commercial banking and investment banking services for us in the ordinary course
of business, for which they received or will receive customary fees. An
affiliate of Credit Suisse First Boston acted (i) as an underwriter in
connection with Century's April 2004 public equity offering of its common stock
and (ii) as dealer manager and solicitation agent in connection with Century's
tender offer and consent solicitation for its 11.75% senior secured first
mortgage notes due 2008. Affiliates of Credit Suisse First Boston and Fleet
Capital Corporation were initial purchasers in connection with Century's (i)
private offering of $175.0 million aggregate principal amount of its 1.75%
Convertible Senior Notes due August 1, 2024 and (ii) private offering of $250.0
million aggregate principal amount of its 7.5% Senior Notes due August 15, 2014.
Credit Suisse First Boston and Fleet Capital Corporation and/or their affiliates
may also participate in a planned new term loan facility to be entered into by
Nordural.
The description of the Fourth Amendment set forth above does not
purport to be complete and is qualified in its entirety by reference to the
Fourth Amendment, a copy of which is attached to this Current Report on Form 8-K
as Exhibit 10.1.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
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10.1 Consent and Fourth Amendment to Revolving Credit Agreement, dated as of October 29,
2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century
Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd., and NSA
Ltd., as Borrowers, the Lenders, Fleet Capital Corporation, as agent for the Lenders,
and Skyliner, Inc., Virgin Islands Alumina Corporation LLC, and Hancock Aluminum LLC,
as Guarantors.
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This Current Report on Form 8-K may contain "forward-looking
statements" within the meaning of the U.S. federal securities laws. Century 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 Century'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
Century's filings with the U.S. Securities and Exchange Commission. Century 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.
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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: December 29, 2004 By: /s/ David W. Beckley
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Name: David W. Beckley
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Consent and Fourth Amendment to Revolving Credit Agreement, dated as of October 29,
2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century
Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd., and NSA
Ltd., as Borrowers, the Lenders, Fleet Capital Corporation, as agent for the Lenders,
and Skyliner, Inc., Virgin Islands Alumina Corporation LLC, and Hancock Aluminum LLC,
as Guarantors.
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