NT 10-K: Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT
Published on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File No. 1-9447
(Check One)
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-KSB [ ] Form N-SAR
For Period Ended: December 31, 2001
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: N/A
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Kaiser Aluminum Corporation
Former name if applicable: N/A
Address of Principal
Executive Office (Street and Number): 5847 San Felipe, Suite 2600
City, state and zip code Houston, Texas 77057
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
[X] thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, 10-QSB or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof could not
be filed within the prescribed time period.
On February 12, 2002, the Company and certain of its subsidiaries
filed for voluntary bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code (the "Code") in the United States
Bankruptcy Court for the District of Delaware, and have been
operating as debtors-in-possession thereafter. Senior management of
the Company and key members of its accounting and finance staff have
devoted a substantial portion of their time and effort to matters
relating to the preparation of voluntary petitions under Chapter 11
of the Code, the accumulation and reporting of information required
by the Code and the Bankruptcy Court, the negotiation of debtor-in-
possession financing, and the determination of the impacts of the
Bankruptcy filing on the Company's financial statements and
disclosure requirements. As a result, the Company was not able to
complete the preparation and review process of the Company's Annual
Report on Form 10-K prior to the required filing date. The Company
will file its Annual Report on Form 10-K as promptly as possible upon
finalization of its preparation and review.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John Wm. Niemand II (713) 267-3777
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company anticipates that its results from operations (excluding
non-recurring items) will be consistent with the range cited in its
press release dated December 20, 2001. However, the Company
anticipates that certain significant non-recurring charges will be
reflected in its 2001 results, including a non-cash charge associated
with providing an increased valuation allowance in respect of the
amount of deferred tax assets ("DTA") reflected on the balance sheet
at December 31, 2001. The Company has re-evaluated the realizability
of its deferred tax assets ("DTA") consistent with the "more likely
than not criteria" established by Statements of Financial Accounting
Standards No 109 "Accounting for Income Taxes." The Company
anticipates that a non-cash charge will be provided for the entire
DTA balance at December 31, 2001, which was approximately $480
million. The Company believes, based on review of a number of
Securities and Exchange Commission filings made by companies in
Chapter 11, that the reevaluation of DTA's (and associated charge) is
common. The DTA adjustment has no impact on the Company's liquidity,
operations or loan compliance and is not intended, in any way, to be
indicative of the Company's long-term prospects or ability to
successfully reorganize. The Company is also currently completing its
evaluation of certain long-lived assets for impairment as a result of
the Chapter 11 filing and other recent events.
KAISER ALUMINUM CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
DATE: April 1, 2002 By: /S/ DANIEL D. MADDOX
Daniel D. Maddox
Vice President and Controller