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): August 12, 2004
CENTURY ALUMINUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
Incorporation)
0-27918
(Commission File Number)
13-3070826
(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)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
The following exhibits are filed with this report:
Exhibit Number Description
-------------- -----------
99.1 Portions of Century Aluminum Company's Confidential
Offering Circular dated August 10, 2004 relating to its
proposed offering of $250 million aggregate principal
amount of its 7 1/2% senior notes due 2014.
ITEM 9. REGULATION FD DISCLOSURE
In connection with its previously announced private offering of $250
million aggregate principal amount of its 7 1/2% senior notes due 2014 (the
"Notes"), Century Aluminum Company ("Century") is disclosing certain information
which will be provided to prospective purchasers of the Notes beginning on
August 12, 2004 in a confidential offering circular dated August 10, 2004.
Century has elected to furnish certain of this information in this Current
Report on Form 8-K as Exhibit 99.1. The information in this Item 9 and Exhibit
99.1 hereto was furnished for informational purposes only and should not be
deemed to be filed under the Securities Act of 1933 or incorporated by reference
into any other documents unless such portion of this current report on Form 8-K
is expressly and specifically identified in such filing as being incorporated by
reference therein.
The Notes have not been registered under the Securities Act of 1933 or any
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act of 1933 and applicable state securities laws. This Current
Report on Form 8-K does not constitute an offer to sell or the solicitation of
an offer to buy the Notes.
This Current Report on Form 8-K together with the information in Exhibit
99.1 may contain "forward-looking statements" within the meaning of 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 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: August 12, 2004 By: /s/ Gerald J. Kitchen
-------------------------------------
Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer and
Secretary
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Portions of Century Aluminum Company's Confidential
Offering Circular dated August 10, 2004 relating to its
proposed offering of $250 million aggregate principal
amount of its 7 1/2% senior notes due 2014.
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