FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): September 8,
2005
KAISER ALUMINUM CORPORATION
(Exact name of Registrant as Specified in its Charter)
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| Delaware
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1-9447
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94-3030279 |
| (State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number) |
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| 27422 Portola Parkway, Suite 350 |
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| Foothill Ranch, California
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92610-2831 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(949) 614-1740
(Registrant’s telephone number, including area code)
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))
Item 8.01 Other Events
On September 8, 2005, Kaiser Aluminum Corporation (the “Company”) issued a press release
announcing that the United States Bankruptcy Court for the District of Delaware (the “Court”) had
approved the disclosure statement with respect to the Second Amended Joint Plan of Reorganization
for the Company, Kaiser Aluminum & Chemical Corporation and 19 of their subsidiaries (the “Kaiser
Aluminum Amended Plan”). The Company expects to commence a 60-day solicitation of acceptances of
the Kaiser Aluminum Amended Plan by creditors by September 15, 2005. The Court has scheduled
confirmation hearings with respect to the Kaiser Aluminum Amended Plan for January 9, 2006 and
January 10, 2006. Because the Kaiser Aluminum Amended Plan reflects previously disclosed
agreements reached with the Company’s major creditor constituents, the Company is optimistic that
it will receive the necessary acceptances for plan confirmation. However, no assurance can be given
that the Kaiser Aluminum Amended Plan will ultimately receive the necessary acceptances by
creditors, be confirmed by the Court or receive the requisite approval of the U.S. District Court,
or that the transactions contemplated by the Kaiser Aluminum Amended Plan will ultimately be
consummated.
The disclosure statement with respect to the Kaiser Aluminum Amended Plan contains certain
projections (the “Projections”) of financial performance for the fiscal years 2005 through 2008.
The debtors do not, as a matter of course, publish their business plans, budgets or strategies, or
make external projections or forecasts of their anticipated financial position or results of
operations. The Company refers to the limitations and qualifications included in the disclosure
statement, including without limitation those set forth under the captions “Reorganized Kaiser —
Projected Financial Information — Principal Assumptions” and “New Common Stock — Risk Factors —
Risks Relating to Certain Financial Information Regarding the Reorganized Debtors” with respect to
the Projections.
A copy of the press release announcing the Court’s decision is attached hereto as Exhibit 99.1
and is incorporated herein by reference. Copies of the Kaiser Aluminum Amended Plan and the
disclosure statement with respect to the Kaiser Aluminum Amended Plan are attached hereto as
Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
( c ) Exhibits
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99.1 |
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Press Release dated September 8, 2005 |
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99.2 |
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Second
Amended Joint Plan of Reorganization for Kaiser Aluminum Corporation,
Kaiser Aluminum & Chemical Corporation and Certain of Their
Debtor Affiliates. |
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99.3 |
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Disclosure
Statement Pursuant to Section 1125 of the Bankruptcy Code with
Respect to the Second Amended Joint Plan of Reorganization for Kaiser
Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and
Certain of Their Debtor Affiliates |
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Included with this filing. |
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 hereunto duly authorized.
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KAISER ALUMINUM CORPORATION |
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(Registrant) |
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By:
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/s/ Daniel D. Maddox |
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Daniel D. Maddox |
Dated: September 13, 2005
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Vice President and Controller |