SC TO-I: Tender offer statement by Issuer
Published on
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
KAISER ALUMINUM CORPORATION
(NAME OF SUBJECT COMPANY) (ISSUER)
KAISER ALUMINUM CORPORATION
KAISER ALUMINUM & CHEMICAL CORPORATION
(NAME OF FILING PERSONS) (OFFEROR)
OPTIONS TO PURCHASE COMMON STOCK OF KAISER ALUMINUM CORPORATION,
PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
483007100
(CUSIP Number of Underlying Common Stock)
J. KENT FRIEDMAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
KAISER ALUMINUM CORPORATION
KAISER ALUMINUM & CHEMICAL CORPORATION
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
(713) 267-3777
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSONS FILING STATEMENT)
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CALCULATION OF FILING FEE
* Calculated solely for purposes of determining the filing fee in accordance
with Section 13(e)(3) of the Securities Exchange Act of 1934 and Rule 0-11
thereunder. This amount assumes the purchase of all options for which this offer
is being made.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: Not applicable. FILING PARTY: Not applicable.
FORM OF REGISTRATION NO.: Not applicable. DATE FILED: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
ITEM 1. SUMMARY TERM SHEET.
The information set forth in "Summary Term Sheet" in the Offer to Purchase (as
defined below) is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Kaiser Aluminum Corporation, a Delaware
corporation ("Kaiser"), and the address of its principal executive
office is 5847 San Felipe, Suite 2600, Houston, Texas 77057, telephone
number (713) 267-3777. The information set forth under "Certain
Information About Us" in Section 9 of the offer to purchase ("Offer to
Purchase"), dated April 26, 2001 that is part of this Tender Offer
Statement on Schedule TO (this "Schedule") is incorporated herein by
reference.
(b) This Schedule relates to an offer by Kaiser and Kaiser Aluminum &
Chemical Corporation, a Delaware corporation ("KACC") (which is a
wholly-owned subsidiary of Kaiser), whose principal executive office
is located at 5847 San Felipe, Suite 2600, Houston, Texas 77057,
telephone number (713) 267-3777, to purchase from Kaiser's and KACC's
current employees and current directors all outstanding options to
purchase shares of common stock, par value $.01 per share of Kaiser
that were issued under the Kaiser 1993 Omnibus Stock Incentive Plan
(the "1993 Plan") or the Kaiser 1997 Omnibus Stock Incentive Plan (the
"1997 Plan") (collectively, the 1993 Plan and the 1997 Plan are
referred to as the "plans"), for shares of restricted stock, as
defined in the Offer to Purchase, and in the amount set forth on
Attachment A to the Offer to Purchase, upon the terms and subject to
the conditions set forth in the Offer to Purchase, and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits
A1 and A2 respectively. The information set forth in "Summary Term
Sheet," "Introduction," "Number of Options; Expiration
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Date," "Acceptance for Purchase of Options and Payment of Purchase
Price" and "Source and Amount of Consideration; Terms of Restricted
Stock Award" in the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Price Range of the Common Stock" in the
Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Items 2(a) and 2(b) above is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Summary Term Sheet," "Introduction,"
"Number of Options; Expiration Date," "Procedures for Tendering
Options," "Withdrawal Rights," "Acceptance for Purchase of Options and
Payment of Purchase Price," "Certain Conditions of the Offer," "Source
and Amount of Consideration; Terms of Restricted Stock Award," "Status
of Options Acquired by Us in the Offer," "Certain Federal Income Tax
Consequences," "Certain Legal Matters; Regulatory Approvals" and
"Extension of Offer; Termination; Amendment" in the Offer to Purchase
is incorporated herein by reference.
(b) The information set forth in "Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options" in the Offer to
Purchase is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.
(a) The information set forth in "Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options" in the Offer to
Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in "Purpose of the Offer" in the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth in "Acceptance for Purchase of Options and
Payment of Purchase Price" and "Status of Options Acquired by Us in
the Offer" in the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Purpose of the Offer" in the Offer to
Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "Source and Amount of Consideration;
Terms of Restricted Stock Award" and "Fees and Expenses" in the Offer
to Purchase is incorporated herein by reference.
(b) The information set forth in "Certain Conditions of the Offer" in the
Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in "Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options" in the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth in "Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options" in the Offer to
Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in "Certain Information About Us" and
"Additional Information" in the Offer to Purchase, and pages 27 to 62
of the Kaiser Aluminum Corporation Annual Report on Form 10-K and
pages 27 to 64 of the Kaiser Aluminum & Chemical Corporation Annual
Report on Form 10-K, for the year ended December 31, 2000,
respectively, is incorporated herein by reference.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in "Certain Legal Matters; Regulatory
Approvals" and "Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options" in the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS.
A1 Offer to Purchase, dated April 26, 2001.
A2 Form of Letter of Transmittal.
A3 Form of Letter to Holders.
A4 Kaiser Aluminum Corporation Annual Report on Form 10-K for the
year ended December 31, 2000, incorporated herein by reference.
A5 Kaiser Aluminum & Chemical Corporation Annual Report on Form 10-K
for the year ended December 31, 2000, incorporated herein by
reference.
D1 Kaiser 1993 Omnibus Stock Incentive Plan, incorporated herein by
reference to Exhibit 10.1 to the Report on Form 10-Q for the
quarterly period ended June 20, 1993, filed by Kaiser Aluminum
Corporation (File No. 1-9447).
D2 Kaiser 1997 Omnibus Stock Incentive Plan, incorporated herein by
reference to Appendix A to the Proxy Statement, dated April 27,
1997, filed by Kaiser Aluminum Corporation (File No. 1-9447).
D3 Form of Restricted Stock Agreement.
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D4 Form of Stock Power.
(b), (g) and (h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
KAISER ALUMINUM CORPORATION
By: /s/ John T. La Duc
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Name: John T. La Duc
Title: Executive Vice President
and Chief Financial Officer
KAISER ALUMINUM & CHEMICAL CORPORATION
By: /s/ John T. La Duc
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Name: John T. La Duc
Title: Executive Vice President
and Chief Financial Officer
Dated: April 26, 2001
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INDEX TO EXHIBITS
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