SC 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2) *
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Kaiser
Aluminum Corporation
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(Name
of Issuer)
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Common
stock, par value $.01 per share
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(Title
of Class of Securities)
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483007704
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(CUSIP
Number)
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December
31, 2007
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(Date
of Event which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
483007704
Page of 2 of 9
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above Persons (entities only).
Witmer
Asset Management 13-3735486
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)x
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
217,556
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
217,556
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
217,556
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10.
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Check
Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.1%
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No.
483007704
Page of 3 of 9
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above Persons (entities only).
Charles
H. Witmer
|
||
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)x
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
U.S.A.
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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Sole
Voting Power
5,000
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6.
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Shared
Voting Power
219,556
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||
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7.
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Sole
Dispositive Power
5,000
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||
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8.
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Shared
Dispositive Power
219,556
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||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
224,556
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||
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10.
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Check
Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row (9)
1.1%
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||
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
483007704
Page of 4 of 9
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above Persons (entities only).
Meryl
B. Witmer
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||
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)x
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
U.S.A.
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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Sole
Voting Power
0
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|
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6.
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Shared
Voting Power
219,556
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||
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7.
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Sole
Dispositive Power
0
|
||
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8.
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Shared
Dispositive Power
219,556
|
||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
219,556
|
||
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10.
|
Check
Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
|
||
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11.
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Percent
of Class Represented by Amount in Row (9)
1.1%
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||
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
483007704
Page of 5 of 9
| Item 1. | Name of Issuer |
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(a)
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Name
of Issuer:
Kaiser
Aluminum Corporation
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(b)
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Address
of Issuer’s Principal Executive Offices:
27422
Portola Parkway, Suite 350
Foothill
Ranch, California 92610-2831
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| Item 2. | Name of Person Filing |
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(a)
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Name:
Witmer
Asset Management
Charles
H. Witmer
Meryl
B. Witmer
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(b)
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Address
of Principal Business Office:
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One
Dag Hammarskjold Plaza
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885
2nd Avenue, 31st Floor
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New
York, New York 10017
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(c)
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Citizenship:
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U.S.A.
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(d)
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Title
of Class of Securities:
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Shares
of Common stock, par value $.01 per share
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(e)
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CUSIP
Number:
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483007704
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| Item 3. | If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a: |
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(a)
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o Broker
or
dealer registered under Section 15 of the
Act.
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(b)
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o Bank
as defined
in section 3(a)(6) of the Act.
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(c)
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o Insurance
company as defined in section 3(a)(19) of the
Act.
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(d)
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o Investment
company registered under section 8 of the Investment Company Act
of
1940.
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(e)
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o An
investment
adviser in accordance with §
240.13(d)-1(b)(1)(ii)(E).
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(f)
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o An
employee
benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F).
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(g)
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o A
parent
holding company or control person in accordance with §
240.13d-1(b)(ii)(G)
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(h)
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o A
savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
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(i)
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o A
church plan
that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of
1940.
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(j)
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o Group,
in
accordance with §
240.13d-1(b)(1)(ii)(J).
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CUSIP
No.
483007704
Page of 6 of 9
| Item 4. | Ownership. |
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(a)
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Amount
Beneficially Owned:
Witmer
Asset Management 217,556 shares
Charles
H. Witmer 224,556 shares
Meryl
B. Witmer 219,556 shares
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(b)
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Percent
of Class:
Witmer
Asset Management 1.1%
Charles
H. Witmer 1.1%
Meryl
B. Witmer 1.1%
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(c)
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Number
of shares as to which the person has:
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(i)
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sole
power to vote or to direct the vote:
Witmer
Asset Management 0 shares
Charles
H. Witmer 5,000 shares
Meryl
B. Witmer 0 shares
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(ii)
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shared
power to vote or to direct the vote:
Witmer
Asset Management 217,556 shares
Charles
H. Witmer 219,556 shares
Meryl
B. Witmer 219,556 shares
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(iii)
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sole
power to dispose or to direct the disposition of:
Witmer
Asset Management 0 shares
Charles
H. Witmer 5,000 shares
Meryl
B. Witmer 0 shares
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(iv)
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shared
power to dispose or to direct the disposition of:
Witmer Asset Management 217,556 shares
Charles H. Witmer 219,556 shares
Meryl B. Witmer 219,556 shares
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased
to be
the beneficial owner of more than five percent of the class of securities,
check
the following:x
CUSIP
No.
483007704
Page of 7 of 9
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company
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Not
Applicable
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Item
8.
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Identification
and Classification of Member of the Group
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Not
Applicable
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
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Certification
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The
following certification shall be included if the statement is filed pursuant
to
§240.13d-1(c):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with or
as a
participant in any transaction having that purpose or effect.
Exhibits Exhibit
1
Joint
Filing Agreement dated February 14, 2008 between Witmer Asset Management,
Charles H. Witmer and Meryl B. Witmer.
CUSIP
No.
483007704
Page of 8 of 9
Signatures
After
reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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Dated: February
14, 2008
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Witmer
Asset Management
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/s/
Charles H. Witmer *
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Name:
Charles H. Witmer
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Title:
Managing Member
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Dated: February
14, 2008
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/s/
Charles H. Witmer *
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Charles
H. Witmer
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Dated: February
14, 2008
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/s/
Meryl B. Witmer *
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Meryl
B. Witmer
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*
The reporting persons hereby disclaim beneficial ownership over the shares
reported on this 13G except to the extent of their pecuniary interest
therein.
CUSIP
No.
483007704
Page of 9 of 9
Exhibit
1
Joint
Filing Statement
Statement
Pursuant to Rule 13d-1(k)(1)
The
undersigned hereby consent and
agree to file a joint statement on Schedule 13G Amendment No. 2 under the
Securities Exchange Act of 1934, as amended, with respect to shares of common
stock of Kaiser Aluminum Corporation beneficially owned by them, together with
any or all amendments thereto, when and if appropriate. The parties
hereto further consent and agree to file this Statement Pursuant to Rule
13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same
into such Schedule 13G.
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Dated: February
14, 2008
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Witmer
Asset Management
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/s/
Charles H. Witmer
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Name:
Charles H. Witmer
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Title:
Managing Member
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Dated: February
14, 2008
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/s/
Charles H. Witmer
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Charles
H. Witmer
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Dated: February
14, 2008
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/s/
Meryl B. Witmer
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Meryl
B. Witmer
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SK
00124 0001 851971