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 7, 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 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)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On April 7, 2004, Century Aluminum Company ("Century") issued a press
release announcing that it had priced the approximately $230 million public
offering of 9,500,000 shares of its common stock at a price to the public of
$24.50 per share. A copy of the press release is attached hereto as Exhibit
99.1.
A form of the underwriting agreement relating to the offering is filed
as Exhibit 1.1.
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. 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. 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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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
The following exhibits are filed with this report on Form 8-K:
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1.1 Form of Underwriting Agreement, dated April 7, 2004, among
Century Aluminum Company, Century Aluminum Employees
Retirement Plan, the Century Aluminum of West Virginia,
Inc. Hourly Employees Pension Plan and Credit Suisse First
Boston LLC and Morgan Stanley & Co. Incorporated, as
representatives of the underwriters listed in Schedule I
thereto.
99.1 Press Release, dated April 7, 2004, announcing Century
Aluminum Company's pricing of the public offering of its
common stock.
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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: April 8, 2004 By: /s/ Peter C. McGuire
-----------------------------------
Name: Peter C. McGuire
Title: Vice President and Associate
General Counsel
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1.1 Form of Underwriting Agreement, dated April 7, 2004, among
Century Aluminum Company, Century Aluminum Employees
Retirement Plan, the Century Aluminum of West Virginia,
Inc. Hourly Employees Pension Plan and Credit Suisse First
Boston LLC and Morgan Stanley & Co. Incorporated, as
representatives of the underwriters listed in Schedule I
thereto.
99.1 Press Release, dated April 7, 2004, announcing Century
Aluminum Company's pricing of the public offering of its
common stock.
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