SC TO-I/A: 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
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$4,030,738.50 $806.15
* 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: $806.15
Form or Registration No.: Schedule TO
Filing parties: Kaiser Aluminum Corporation; Kaiser Aluminum &
Chemical Corporation
Date filed: April 26, 2001
[ ] 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. [ ]
INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on April 26, 2001, relating to our offer to purchase options to
purchase shares of Kaiser Aluminum Corporation common stock, par value $.01 per
share, held by certain employees and directors of Kaiser Aluminum Corporation
and Kaiser Aluminum & Chemical Corporation, on the terms and subject to the
conditions in the Offer to Purchase dated April 26, 2001, which was attached as
Exhibit A1 to the Schedule TO (the "Offer to Purchase").
The first paragraph of Section 14 of the Offer to Purchase is hereby
amended and restated in its entirety as follows:
"We expressly reserve the right, in our sole discretion, on or prior to
the Expiration Date and regardless of whether or not any of the events set forth
in Section 6 shall have occurred or shall be deemed by us to have occurred, to
extend the period of time during which the offer is open and thereby delay
acceptance for payment of and payment for any options by giving oral or written
notice of such extension to the optionholders and making a public announcement
thereof. All conditions to the offer, other than those involving receipt of any
necessary government approvals, will be satisfied or waived on or before the
Expiration Date."
D4-1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in Amendment No. 1 to 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
----------------------------------------
Name: John T. La Duc
Title: Executive Vice President
and Chief Financial Officer
Dated: May 11, 2001
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