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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
AMENDMENT NO. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-27918
-------
CENTURY ALUMINUM COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3070826
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2511 GARDEN ROAD
BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(ADDRESS OF REGISTRANT'S PRINCIPAL (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (831) 642-9300
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON STOCK, $0.01 PAR VALUE PER SHARE NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of April 30, 2002, 20,554,302 shares of common stock of the
registrant were issued and outstanding. Based upon the NASDAQ National Market
closing price on April 29, 2002, the aggregate market value of the common stock
held by non-affiliates of the registrant was $183,240,355.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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EXPLANATORY NOTE: This Amendment No. 2 on Form 10-K/A to Century Aluminum
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001, amends and restates in its entirety the information provided under: (i)
Part III, Item 11 in Amendment No. 1 on Form 10-K/A, as filed with the
Securities and Exchange Commission (the "SEC") on April 30, 2002, and (ii) Part
IV, Item 14 on Form 10-K as filed with the SEC on March 27, 2002. Item 11 has
been amended to correct the number of performance shares and estimated future
common stock payouts for each Named Executive Officer for the three-year period
from 2002 through 2004, as set forth in the "Long-Term Incentive Plan Awards
Table" included therein. Item 14 has been amended for the purpose of filing an
updated Exhibit 10.26, to reflect the current "Century Aluminum Company 1996
Stock Incentive Plan Implementation Guidelines," as amended by the board of
directors of Century Aluminum Company in December 2001.
ITEM 11. EXECUTIVE COMPENSATION
Directors' Compensation
Directors who are full-time salaried employees of the Company are not
compensated for their service on the Board or on any Board Committee.
Non-employee directors receive an annual retainer of $26,000 for their services,
except that the Vice-Chairman receives an annual retainer of $31,000. In
addition, each non-employee director receives a fee of $1,000 for each Board or
Committee meeting attended. All directors are reimbursed for their travel and
other expenses incurred in attending Board and Committee meetings.
Under the Company's Non-Employee Directors Stock Option Plan, each
director who is not an employee of the Company received a one-time grant of
options to purchase 10,000 shares of common stock, and the Vice-Chairman
received a one-time grant of options to purchase 25,000 shares of common stock.
Such grants became effective upon the consummation of the Company's initial
public offering at an exercise price equal to the initial public offering price,
except in the cases of Messrs. Fontaine, Schreiber, Strothotte and O'Brien,
whose grants became effective upon their election as directors at an exercise
price equal to the market price of the Company's common stock at such times. The
options vested one-third on the grant date, with an additional one-third vesting
on each of the first and second anniversaries of the grant date. In addition,
the Non-Employee Directors Stock Option Plan provides for automatic annual
grants to each non-employee director continuing in office after the annual
meeting of stockholders in each year of options to purchase 2,000 shares of
Company common stock at an exercise price equal to the market price of such
shares on the date of the grant.
Summary Compensation Table
The following table sets forth information with respect to the
compensation paid or awarded by the Company to the Chief Executive Officer and
the four other most highly compensated executive officers (collectively, the
"Named Executive Officers") for services rendered in all capacities during 1999,
2000 and 2001.
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS/PAYOUTS
----------------------------------- --------------
OTHER
ANNUAL
COMPEN- ALL OTHER
NAME AND PRINCIPAL SATION RESTRICTED STOCK COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) ($)(1) AWARDS ($)(2) ($)(3)
-------- ---- ---------- --------- ------ ------------- ------
Craig A. Davis 2001 $ 695,179 $ 486,000 -0- -0- $ 6,120
Chairman and Chief 2000 $ 651,598 $ 540,000 -0- -0- $ 16,975
Executive Officer 1999 $ 615,442 $ 800,000 -0- -0- $ 8,442
Gerald A. Meyers 2001 $ 312,689 $ 157,500 $ 31,038 -0- $ 7,925
President and Chief 2000 $ 294,812 $ 175,000 -0- -0- $ 9,984
Operating Officer 1999 $ 278,829 $ 350,000 -0- -0- $ 7,165
(Table continued on following page)
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2
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(Table continued from previous page)
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS/PAYOUTS
----------------------------------- --------------
OTHER
ANNUAL
COMPEN- ALL OTHER
NAME AND PRINCIPAL SATION RESTRICTED STOCK COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) ($)(1) AWARDS ($)(2) ($)(3)
-------- ---- ---------- --------- ------ ------------- ------
Gerald J. Kitchen 2001 $ 248,939 $ 122,500 $ 25,586 -0- $ 9,585
Executive Vice 2000 $ 233,683 $ 136,000 -0- -0- $ 13,218
President, General 1999 $ 221,064 $ 285,000 -0- -0- $ 6,888
Counsel, Chief
Administrative
Officer and
Secretary
David W. Beckley 2001 $ 246,720 $ 121,250 $ 25,589 -0- $ 9,920
Executive Vice 2000 $ 231,855 $ 134,500 $ 21,267 -0- $ 8,950
President and Chief 1999 $ 220,611 $ 165,000 -0- -0- $ 6,888
Financial Officer
E. Jack Gates 2001 $ 182,292 $ 129,914(4) -0- -0- $ 82,456
Vice President 2000 $ 12,329(5) -0- -0- -0- -0-
----------
(1) Represents reimbursement of interest expense incurred in connection with
funds borrowed to pay estimated taxes on the value of common shares
issued upon vesting of performance share grants.
(2) The Company made restricted share awards in March of 1996 in the
following amounts to the following Named Executive Officers: Craig A.
Davis, 150,000; Gerald A. Meyers, 100,000; Gerald J. Kitchen, 80,000;
and David W. Beckley, 80,000. Restricted shares vested one-third on
March 28, 1999, one-third on March 28, 2000 and the final one-third
vested on March 28, 2001. Dividend equivalents accrued on restricted
shares from the date of grant and became payable upon vesting. The
aggregate amount of accrued dividend equivalents paid to the following
Named Executive Officers upon the final vesting of their restricted
shares on March 28, 2001 was as follows: Craig A. Davis, $50,000; Gerald
A. Meyers, $33,334; Gerald J. Kitchen, $26,668; and David W. Beckley,
$26,668.
(3) All other compensation is comprised of the Company's matching
contributions under the Company's Defined Contribution Retirement Plan
for each of the Named Executive Officers. In 2001, those contributions
were $6,120 for each of Messrs. Davis, Meyers, Kitchen and Beckley and
$5,744 for Mr. Gates. All other compensation also includes Company paid
life insurance premiums in 2001 in the amounts of $1,805, $3,465, $3,800
and $962 for Messrs. Meyers, Kitchen, Beckley and Gates, respectively.
Includes, for Mr. Gates, one-time relocation and related costs in the
amount of $75,750 relating to Mr. Gates' relocation to Owensboro,
Kentucky.
(4) Includes $34,782 which represents the dollar value of a special stock
grant of 2,645 shares made by the Company to Mr. Gates on December 14,
2001, based on the average sales price of the Company's common stock on
the NASDAQ National Market of $13.15 per share on January 2, 2002, the
date the shares vested. Also includes accrued dividend equivalents of
$132 on such shares which was paid to Mr. Gates upon vesting.
(5) Mr. Gates joined the Company in December 2000.
3
Fiscal Year End Option Value Table
The following table sets forth information regarding the aggregate
number and value of options held by the Named Executive Officers as of December
31, 2001.
NUMBER OF SHARES
UNDERLYING UNEXERCISED OPTIONS VALUE OF UNEXERCISED OPTIONS
AT DECEMBER 31, 2001 (#)(1) AT DECEMBER 31, 2001 ($)(2)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Craig A. Davis 150,000 0 $54,000 --
Gerald A. Meyers 100,000 0 $36,000 --
Gerald J. Kitchen 61,666 0 $22,200 --
David W. Beckley 80,000 0 $28,800 --
E. Jack Gates 6,666 13,334 $42,062 $84,138
----------
(1) The options shown in the table for Messrs. Davis, Meyers, Kitchen and
Beckley were granted in March 1996, at an exercise price of $13.00 per
share. The options became exercisable in three installments: one-third
on the date of grant and one-third on each of the first and second
anniversaries of the date of grant. The options shown in the table for
Mr. Gates were granted in December 2000 at an exercise price of $7.05
per share. One-third became exercisable in June 2001, and the remaining
options will become exercisable one-third in June 2002 and one-third in
June 2003.
(2) Value is calculated by multiplying: (i) the amount by which the option
exercise price is less than $13.36, the last reported sale price of the
Company's common stock on the NASDAQ National Market on December 31,
2001, by (ii) the number of shares underlying the respective options.
Long-Term Incentive Plan Awards Table
The following table sets forth information with respect to performance
shares awarded to Messrs. Craig A. Davis, Gerald A. Meyers, Gerald J. Kitchen,
David W. Beckley and E. Jack Gates under the Company's 1996 Stock Incentive Plan
(the "Plan"). In accordance with guidelines adopted under the Plan, performance
shares were awarded for 1998, the two-year period from 1998 through 1999, and
thereafter, for rolling three-year periods beginning with 1998 through 2000.
Because the earnings before taxes targets established for the two-year period
ending in 1999 and the three-year periods ending in 2000 and 2001 were not met,
all of the performance shares for those periods were forfeited. In 2001, the
Board of Directors approved an amendment to the guidelines under the Plan that
expanded the scope of the Company's performance targets to include, in addition
to the achievement of financial targets, achievement of specific operating
targets and long-term strategic targets (collectively, the "Award Targets"). The
new performance guidelines were implemented beginning with the three-year period
2001 through 2003.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR ESTIMATED FUTURE COMMON STOCK PAYOUTS
OTHER PERIOD UNDER NON-STOCK PRICE-BASED PLANS
PERFORMANCE MATURATION OR ----------------------------------------------------
NAME SHARES (#)(1) PAYOUT THRESHOLD (#) TARGET (#)(4)(5) MAXIMUM (#)(5)
---- ------------- ------ ------------- ---------------- --------------
Craig A. Davis -0- 2000-2002(2) -- -- --
73,686 2001-2003 -0- 73,686 110,529
58,909 2002-2004 -0- 58,909 73,636
(Table continued on following page)
4
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(Table continued from previous page)
PERFORMANCE OR ESTIMATED FUTURE COMMON STOCK PAYOUTS
OTHER PERIOD UNDER NON-STOCK PRICE-BASED PLANS
PERFORMANCE MATURATION OR ----------------------------------------------------
NAME SHARES (#)(1) PAYOUT THRESHOLD (#) TARGET (#)(4)(5) MAXIMUM (#)(5)
------------- ---------------- --------------
Gerald A. Meyers -0- 2000-2002(2) -- -- --
32,440 2001-2003 -0- 32,440 48,660
25,166 2002-2004 -0- 25,166 31,458
Gerald J. Kitchen -0- 2000-2002(2) -- -- --
19,765 2001-2003 -0- 19,765 29,618
15,586 2002-2004 -0- 15,586 19,483
David W. Beckley -0- 2000-2002(2) -- -- --
19,564 2001-2003 -0- 19,564 29,618
15,420 2002-2004 -0- 15,420 19,275
E. Jack Gates 5,102 2000-2002 2,551(3) 5,102 7,653
11,170 2001-2003 -0- 11,170 16,755
9,502 2002-2004 -0- 9,502 11,878
----------
(1) Performance shares represent shares of Company common stock that, upon
vesting, are issued to the award recipient. Except as described herein,
performance shares are forfeited if the award recipient is not employed
full-time by the Company at the end of the award cycle period. In the
event of death, disability or retirement, the award recipient will
receive a pro rata award based upon the number of weeks employed during
the award cycle period. Dividend equivalents accrue on performance
shares and are paid upon vesting.
(2) In connection with their participation in the Enhanced Supplemental
Retirement Plan (see the description under the heading "Enhanced
Supplemental Retirement Plan" below), Messrs. Davis, Meyers, Kitchen and
Beckley relinquished their entitlement to performance shares under the
Plan for the three-year period 2000 through 2002.
(3) For Mr. Gates, the threshold payouts represent the minimum number of
shares that will vest during the three-year period from 2000 through
2002 if the Company meets a minimum percentage of a target level of
earnings before taxes for the period or exceeds industry return on
invested capital criteria. If the Company does not meet either of these
performance criteria, no shares will vest.
(4) Target payouts represent the target number of shares that will vest if
the Company achieves its Award Targets in their entirety for the period.
The Compensation Committee of the Board of Directors has retained full
discretion to modify awards under the guidelines. If Award Targets are
not achieved in their entirety, awards may be adjusted downward or
eliminated in their entirety. In addition, regardless of performance
against Award Targets, the Compensation Committee's discretion includes
the right to determine that, should circumstances warrant, no award
would be payable. For Mr. Gates only, the target payouts for the
three-year period from 2000 through 2002 represent the target number of
shares that will vest if the Company meets 100% of the target level of
earnings before taxes for the period.
(5) Maximum payouts represent the maximum number of shares that the
Compensation Committee is authorized to award if the Company exceeds all
of its Award Targets. For Mr. Gates only, the maximum payouts for the
three-year period from 2000 through 2002 represent the maximum number of
shares that will vest if the Company reaches 125% of the target level of
earnings before taxes for the period. In cases where the target is
exceeded, the number of shares vested in excess of the target number of
shares is calculated by converting the excess award into cash and
reconverting the excess award into shares at the greater of the share
price calculated at the time of the award or the average share price for
the month preceding the month in which the shares vest.
5
Pension Plan Table
The Company maintains a non-contributory defined benefit pension plan
for salaried employees of the Company who meet certain eligibility requirements.
The table on the following page shows estimated annual benefits payable upon
retirement in specified compensation and years of service classifications. The
figures shown include supplemental benefits payable to the Named Executive
Officers, exclusive of benefits payable to participants under the enhanced
supplemental retirement plan described below.
PENSION PLAN TABLE
YEARS OF CREDITED SERVICE
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REMUNERATION 5 10 15 20 25 30 35 40
----------- ------- --------- --------- --------- --------- --------- --------- ---------
$ 100,000 $ 7,500 $ 15,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000
$ 200,000 $15,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000 $ 105,000 $ 120,000
$ 300,000 $22,500 $ 45,000 $ 67,500 $ 90,000 $ 112,500 $ 135,000 $ 157,500 $ 180,000
$ 400,000 $30,000 $ 60,000 $ 90,000 $ 120,000 $ 150,000 $ 180,000 $ 210,000 $ 240,000
$ 500,000 $37,500 $ 75,000 $ 112,500 $ 150,000 $ 187,500 $ 225,000 $ 262,500 $ 300,000
$ 600,000 $45,000 $ 90,000 $ 135,000 $ 180,000 $ 225,000 $ 270,000 $ 315,000 $ 360,000
$ 700,000 $52,500 $ 105,000 $ 157,500 $ 210,000 $ 262,500 $ 315,000 $ 367,500 $ 420,000
$ 800,000 $60,000 $ 120,000 $ 180,000 $ 240,000 $ 300,000 $ 360,000 $ 420,000 $ 480,000
$ 900,000 $67,500 $ 135,000 $ 202,500 $ 270,000 $ 337,500 $ 405,000 $ 472,500 $ 540,000
$1,000,000 $75,000 $ 150,000 $ 225,000 $ 300,000 $ 375,000 $ 450,000 $ 525,000 $ 600,000
$1,100,000 $82,500 $ 165,000 $ 247,500 $ 330,000 $ 412,500 $ 495,000 $ 577,500 $ 660,000
$1,200,000 $90,000 $ 180,000 $ 270,000 $ 360,000 $ 450,000 $ 540,000 $ 630,000 $ 720,000
$1,300,000 $97,500 $ 195,000 $ 292,500 $ 390,000 $ 487,500 $ 585,000 $ 682,500 $ 780,000
$1,400,000 $105,000 $ 210,000 $ 315,000 $ 420,000 $ 525,000 $ 630,000 $ 735,000 $ 840,000
The plan provides lifetime annual benefits starting at age 62 equal to
twelve (12) multiplied by the greater of: (i) 1.5% of final average monthly
compensation multiplied by years of credited service (up to 40 years), or (ii)
$22.25 multiplied by years of credited service (up to 40 years), less the total
monthly vested benefit payable as a life annuity at age 62 under plans of a
predecessor. Final average monthly compensation means the highest monthly
average for 36 consecutive months in the 120-month period ending on the last day
of the calendar month completed at or prior to a termination of service.
Participants' pension rights vest after a five-year period of service. An early
retirement benefit (actuarially reduced beginning at age 55) and a disability
benefit are also available.
The compensation covered by the plan includes all compensation, subject
to certain exclusions, before any reduction for 401(k) contributions, subject to
the maximum limits under the Internal Revenue Code of 1986, as amended (the
"Code"). The years of credited service for Messrs. Davis, Meyers, Kitchen,
Beckley and Gates at December 31, 2001, were approximately 9, 9, 6, 6 and 1,
respectively.
Enhanced Supplemental Retirement Plan
The Company adopted an enhanced supplemental retirement benefit plan
(the "Enhanced SRP") in 2001 in order to permit selected senior executives to
achieve estimated levels of retirement income when, due to the executive's age
and potential years of service at normal retirement age, benefits under the
Company's existing qualified and nonqualified defined benefit pension plans are
projected to be less than a specified percentage of the executive's estimated
final average annual pay. Messrs. Davis, Meyers, Kitchen and Beckley were
selected to participate in this plan at fifty percent (50%) of their estimated
final average compensation during each executive's final five years of service.
The Company believes this level of retirement benefit is commensurate with
retirement benefits paid to senior executives of comparable companies. Under the
Enhanced SRP, these senior executives will be entitled to receive an annual
supplemental retirement benefit in the following amounts if they remain employed
6
by the Company from January 1, 2001, for a period of four years in the case of
Mr. Davis and five years in the cases of Messrs. Meyers, Kitchen and Beckley:
Craig A. Davis, $425,000; Gerald A. Meyers, $200,000; Gerald J. Kitchen,
$145,000; and David. W. Beckley, $145,000.
If an executive's employment is terminated prior to the end of the
requisite period, the annual supplemental retirement benefit will be reduced pro
rata for each year of employment less than the required four or five years.
However, an executive will receive the full benefit in the event of disability,
change in control or termination of employment without cause. The Company
intends to invest funds to meet the Enhanced SRP obligations through the
purchase of key-man life insurance policies on the lives of the participating
executives. The policies will be owned by the Company and will be placed in
Rabbi Trusts to secure the Company's payment obligations.
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with each of Messrs.
Craig A. Davis, Gerald A. Meyers, Gerald J. Kitchen and David W. Beckley,
effective January 1, 2002, providing for terms of employment of three years.
Under the agreements, the base salaries of Messrs. Meyers, Kitchen and Beckley
may not be reduced below $340,000, $258,000 and $255,250, respectively. Mr.
Davis will cease to be Chief Executive Officer effective January 1, 2003, but he
will remain Chairman of the Board of Directors through 2004. Mr. Davis'
employment agreement provides for a base salary of $718,500 for 2002 and
$500,000 for 2003 and 2004. The agreements provide that the base salaries may be
subject to increases established from time to time by the Board of Directors. In
addition, the executives are eligible for bonuses in accordance with the
Company's annual incentive plan and stock option grants and performance share
awards under the Company's 1996 Stock Incentive Plan. The agreements also
provide that the executives will receive, in addition to the Enhanced SRP
described above, unfunded supplemental executive retirement benefits in addition
to any benefits received under the Company's qualified retirement plans. The
supplemental benefit for each executive will be equal to the amount that would
normally be paid under the Company's qualified retirement plans if there were no
limitations under Sections 415 and 401(a)(17) of the Code. In the event of
termination of employment "without cause," the terminated executive will be
entitled to receive termination payments equal to 100% of his base salary and
bonus (based on the highest annual bonus payment within the prior three years)
for the remainder of the term of the agreement (with a minimum of one year's
salary plus bonus). Any termination payments under the employment agreements may
not be duplicated under the severance compensation agreements described below.
SEVERANCE COMPENSATION ARRANGEMENTS
The Company has entered into severance compensation agreements with each
of Messrs. Craig A. Davis, Gerald A. Meyers, Gerald J. Kitchen and David W.
Beckley. The agreements provide that if within 36 months following a change in
control of the Company, the executive's employment is terminated either: (i) by
the Company for other than cause or disability, or (ii) by the executive for
good reason, then such executive will receive a lump sum payment equal to three
times the aggregate of the highest base salary and the highest bonus received by
such executive in any of the most recent five years. Also, in the event of a
change in control, the exercisability of stock options and the vesting of
performance shares held by such executives will be accelerated.
The Code imposes certain excise taxes on, and limits the deductibility
of, certain compensatory payments made by a corporation to or for the benefit of
certain individuals if such payments are contingent upon certain changes in the
ownership or effective control of the corporation or the ownership of a
substantial portion of the assets of the corporation, provided that such
payments to the individual have an aggregate present value in excess of three
times the individual's annualized includible compensation for the base period,
as defined in the Code. The severance compensation agreements provide for
additional payments to the executives in order to fully offset any excise taxes
payable by an executive as a result of the payments and benefits provided in the
agreements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2001, the members of the Compensation Committee were Messrs. John
C. Fontaine, William R. Hampshire, John P. O'Brien and Stuart M. Schreiber. Mr.
Hampshire served as President and Chief Operating Officer of Century Aluminum of
West Virginia, Inc. (formerly Ravenswood Aluminum Corporation and a subsidiary
of the Company) from April 1992 through January 1993.
7
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) LIST OF FINANCIAL STATEMENTS
The "Consolidated Financial Statements of Century Aluminum Company" and
the "Independent Auditors' Report" are included in Part II, Item 8 of the
Company's Form 10-K for the fiscal year ended December 31, 2001, filed on March
27, 2002.
(a) (2) LIST OF FINANCIAL STATEMENT SCHEDULES
The "Independent Auditors' Report" and "Schedule II -- Valuation and
Qualifying Accounts for the years ended December 31, 2001, 2000 and 1999" are
included in the Company's Form 10-K for the fiscal year ended December 31, 2001,
filed on March 27, 2002.
(a) (3) LIST OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
2.1 Stock and Asset Purchase Agreement dated July 26, 1999 by and among Century Aluminum
Company, Century Aluminum of West Virginia, Inc. and Pechiney Rolled Products LLC. (f)
2.2 Management Services Agreement dated as of September 21, 1999 by and between Century Aluminum
Company and Pechiney Rolled Products LLC. (f)
2.3 Molten Aluminum Purchase Agreement dated as of September 21, 1999 by and between Century
Aluminum of West Virginia, Inc. and Pechiney Rolled Products LLC. (f)
2.4 Amended and Restated Shared Facilities and Services Agreement dated as of September 21, 1999
by and between Century Aluminum of West Virginia, Inc. and Pechiney Rolled Products LLC. (f)
2.5 Stock Purchase Agreement, dated August 31, 2001, among Century Aluminum Company and
Southwire Company. (h)
2.6 Asset Purchase Agreement, dated as of April 2, 2001, among Century Aluminum Company, Century
Kentucky, Inc., NSA, Ltd. and Glencore AG. (h)
3.1 Restated Certificate of Incorporation of Registrant. (a)
3.2 Amended and Restated Bylaws of Registrant, dated March 5, 1999. (e)
3.3 Certificate of Designation for the Company's 8% Cumulative Convertible Preferred Stock, par
value $.01 per share, dated March 28, 2001. (h) (i)
4.1 Form of Stock Certificate. (a)
4.2 Purchase Agreement, dated March 28, 2001, among Century Aluminum Company, Century Aluminum
of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc. and Virgin Islands
Alumina Corporation LLC and Credit Suisse First Boston Corporation and Fleet Securities,
Inc., as Initial Purchasers. (h)
4.3 Indenture, dated April 2, 2001, among Century, the Guarantors party thereto and
Wilmington Trust Company, as trustee. (h)
4.4 Registration Rights Agreement, dated April 2, 2001, among Century Aluminum Company, the
Guarantors party thereto and Credit Suisse First Boston Corporation and Fleet Securities,
Inc., as Initial Purchasers. (h)
4.5 Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement, dated
as of April 2, 2001, from NSA, Ltd. for the benefit of Wilmington Trust Company, as
collateral agent. (h)
4.6 Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and
Fixture Filing, dated as of April 2, 2001, from Century Aluminum of West Virginia, Inc. for
the benefit of Wilmington Trust Company, as collateral agent. (h)
8
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.7 Pledge and Security Agreement, dated as of April 2, 2001,
by Century Aluminum Company as Pledgor and the other Pledgors
party thereto in favor of Wilmington Trust Company, as
collateral agent. (h)
4.8 Convertible Preferred Stock Purchase Agreement, dated as of April 2, 2001, between Century
Aluminum Company and Glencore AG. (h)
4.9 Form of Convertible Preferred Stock Certificate. (h)
10.1 Agreement between Ravenswood Aluminum Corporation and United Steelworkers of America
AFL-CIO, Local 5668, dated November 30, 1994. (a)
10.2 Agreement between Ravenswood Aluminum Corporation and United Steelworkers of America
AFL-CIO, Local 5668, dated June 12, 1992. (a)
10.3 Employment Agreement between Century Aluminum Company and Craig A. Davis. (b) (e)
10.4 Employment Agreement between Century Aluminum Company and Gerald A. Meyers. (b) (e)
10.5 Employment Agreement between Century Aluminum Company and Gerald J. Kitchen. (b) (e)
10.6 Employment Agreement between Century Aluminum Company and David W. Beckley. (b) (e)
10.7 Form of Severance Agreement between Century Aluminum Company and Craig A. Davis. (a) (b)
10.8 Amendment to Severance Protection Agreement between Century Aluminum Company and Craig A.
Davis. (b)(e)
10.9 Form of Severance Agreement between Century Aluminum Company and Gerald A. Meyers. (a) (b)
10.10 Amendment to Severance Protection Agreement between Century Aluminum Company and Gerald A.
Meyers. (b)(e)
10.11 Form of Severance Agreement between Century Aluminum Company and Gerald J. Kitchen. (a) (b)
10.12 Amendment to Severance Protection Agreement between Century Aluminum Company and Gerald J.
Kitchen. (b)(e)
10.13 Form of Severance Agreement between Century Aluminum Company and David W. Beckley. (a) (b)
10.14 Amendment to Severance Protection Agreement between Century Aluminum Company and David W.
Beckley. (b)(e)
10.15 1996 Stock Incentive Plan as amended through June 28, 2001. (b) (j)
10.16 Non-Employee Directors Stock Option Plan. (a) (b)
10.17 Amended and Restated Asset Purchase Agreement between Kaiser Aluminum & Chemical Corporation
and Ravenswood Acquisition Corporation, dated as of December 13, 1988. (a)
10.18 Acquisition Agreement between Virgin Islands Alumina Corporation and St. Croix Alumina,
L.L.C., dated July 19, 1995. (a)
10.19 Ravenswood Environmental Services Agreement between Kaiser Aluminum & Chemical Corporation
and Ravenswood Aluminum Corporation, dated as of February 7, 1989. (a)
10.20 Asset Purchase Agreement between Xstrata Aluminum Corporation and Berkeley Aluminum, Inc.
dated as of March 31, 2000. (g)
10.21 Form of Tax Sharing Agreement. (a)
10.22 Form of Disaffiliation Agreement. (a)
10.23 Amended and Restated Owners Agreement between Alumax of South Carolina, Inc., Berkeley
Aluminum, Inc. and Glencore Primary Aluminum Company LLC, dated as of January 26, 1996. (a)
10.24 Limited Term Firm Power Supply Agreement between Ravenswood Aluminum Corporation and Ohio
Power Company dated as of July 1, 1996. (c)
10.25 Amendment No. 1 to the Limited Term Firm Power Supply Agreement between Ravenswood Aluminum
Corporation and Ohio Power Company dated as of January 13, 1997. (c)
10.26 Century Aluminum Company 1996 Stock Incentive Plan Implementation Guidelines. (b)
10.27 Century Aluminum Company Incentive Compensation Plan. (b) (d)
9
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.28 Revolving Credit Agreement, dated as of April 2, 2001, among Century Aluminum Company,
Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc.,
Metalsco, Ltd. And NSA, Ltd., as borrowers, the lending institutions listed on Schedule 1
thereto as Lenders, Fleet Capital Corporation as Agent, Fleet Securities Inc. as Arranger,
and Credit Suisse First Boston, Inc. as Syndication Agent. (j)
10.29 Collective Bargaining Agreement, effective April 2, 2001, between Century Aluminum of
Kentucky, LLC and the United Steelworkers of America, AFL-CIO-CLC. (j)
10.30 Owners Agreement, dated as of April 2, 2001, between NSA, Ltd., Glencore Acquisition I LLC
and Century Aluminum of Kentucky, LLC. (j)
10.31 Shared Services Agreement, dated April 2, 2001, by and between Century Aluminum Company,
NSA, Ltd., Glencore Acquisition I LLC and Southwire Company. (j)
21.1 List of Subsidiaries.*
23.1 Consent of Deloitte & Touche LLP.*
----------
* Included in Century Aluminum Company's Form 10-K for the fiscal year
ended December 31, 2001, filed on March 27, 2002.
(a) Incorporated by reference to the Registrant's Form S-1 Registration
Statement, as amended, Registration No. 33-95486.
(b) Management contract or compensatory plan.
(c) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996.
(d) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
(e) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.
(f) Incorporated by reference to the Registrant's Report on Form 8-K dated
October 6, 1999.
(g) Incorporated by reference to the Registrant's Report on Form 8-K dated
April 20, 2000.
(h) Incorporated by reference to the Registrant's Report on Form 8-K dated
April 17, 2001.
(i) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 2001.
(j) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2001.
(b) REPORTS ON FORM 8-K: NONE
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
CENTURY ALUMINUM COMPANY
By: /s/ CRAIG A. DAVIS
-----------------------
Craig A. Davis
Chairman and Chief Executive
Officer
Dated: June 4, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-K/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Craig A. Davis Chairman and Chief Executive Officer June 4, 2002
-----------------------------------
Craig A. Davis
/s/ Gerald A. Meyers President, Chief Operating Officer June 4, 2002
----------------------------------- and Director
Gerald A. Meyers
/s/ David W. Beckley Executive Vice President and June 4, 2002
----------------------------------- Chief Financial Officer
David W. Beckley
/s/ Gerald J. Kitchen Executive Vice President, General June 4, 2002
----------------------------------- Counsel, Chief Administrative Officer and
Gerald J. Kitchen Secretary
/s/ Roman A. Bninski Director June 4, 2002
-----------------------------------
Roman A. Bninski
/s/ John C. Fontaine Director June 4, 2002
-----------------------------------
John C. Fontaine
/s/ John P. O'Brien Director June 4, 2002
-----------------------------------
John P. O'Brien
/s/ Willy R. Strothotte Director June 4, 2002
-----------------------------------
Willy R. Strothotte