▇▇▇▇▇▇ ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
Q U A R T E R L Y F I N A N C I A L D A T A ( U N A U D I T E D )
Quarter Ended
----------------------------------------------------------------
(In millions of dollars, except share amounts) March 31, June 30, September 30, December 31,
------------------------------------------------------------------------------------------------------------------
1998
Net sales $ 597.0 $ 614.8 $ 541.6 $ 503.0
Operating income (loss) 45.0 55.4 30.9 (40.3)
Net income (loss) 12.4 17.4 11.2 (1) (38.3) (2)
1997
Net sales $ 547.4 $ 597.1 $634.1 $594.6
Operating income 32.8 35.6 54.6 46.9
Net income 4.3 14.6 (3) 18.4 14.8
(1) Includes two essentially offsetting non-recurring items, a favorable
$8.3 non-cash tax provision benefit resulting from the resolution of
certain matters and an approximate $10.0 unfavorable gross profit
impact of preparing for a strike by employees represented by the USWA
at five locations.
(2) Includes an unfavorable pre-tax strike-related gross profit impact of
approximately $50.0, and a non-cash pre-tax charge of $45.0 related to
impairment of the Company's Micromill assets.
(3) Includes a $19.7 pre-tax charge for restructuring of operations, an
offsetting after-tax benefit of $12.5 related to the settlement of
certain tax matters and a $5.8 pre-tax charge for litigation matters.
▇▇▇▇▇▇ ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
F I V E - Y E A R F I N A N C I A L D A T A
C O N S O L I D A T E D B A L A N C E S H E E T S
December 31,
------------------------------------------------------------------------------
(In millions of dollars) 1998 1997 1996 1995 1994
--------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 98.3 $ 15.8 $ 81.3 $ 21.7 $ 12.0
Receivables 288.2 345.3 255.6 310.2 200.5
Inventories 543.5 568.3 562.2 525.7 468.0
Prepaid expenses and other current assets 104.9 121.3 127.8 76.6 158.0
-------------- -------------- -------------- -------------- --------------
Total current assets 1,034.9 1,050.7 1,026.9 934.2 838.5
Investments in and advances to unconsolidated
affiliates 128.3 148.6 168.4 178.2 169.7
Property, plant, and equipment - net 1,108.7 1,171.8 1,168.7 1,109.6 1,133.2
Deferred income taxes 376.9 329.0 263.3 268.8 271.0
Other assets 346.0 317.2 308.6 323.5 281.2
-------------- -------------- -------------- -------------- --------------
Total $ 2,994.8 $ 3,017.3 $ 2,935.9 $ 2,814.3 $ 2,693.6
============== ============== ============== ============== ==============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accruals $ 434.6 $ 457.6 $ 453.1 $ 448.0 $ 434.1
Accrued postretirement medical benefit
obligation - current portion 48.2 45.3 50.1 46.8 47.0
Payable to affiliates 75.3 82.4 96.9 95.3 85.2
Long-term debt - current portion .4 8.8 8.9 8.9 11.5
Notes payable to parent - current portion - - 8.6 10.7 21.2
-------------- -------------- -------------- -------------- --------------
Total current liabilities 558.5 594.1 617.6 609.7 599.0
Long-term liabilities 533.0 492.0 458.1 548.5 495.5
Accrued postretirement medical benefit obligation 694.3 720.3 722.5 734.0 734.9
Long-term debt 962.6 962.9 953.0 749.2 751.1
Notes Payable to Parent - - - 8.6 23.5
Minority interests 101.9 98.4 92.5 91.4 85.4
Redeemable Preference Stock 20.1 27.7 27.5 29.6 29.0
Stockholders' equity (deficit):
Preference stock 1.5 1.6 1.7 1.7 1.8
Common stock 15.4 15.4 15.4 15.4 15.4
Additional capital 2,052.8 1,939.8 1,829.8 1,730.7 1,626.3
Retained earnings (accumulated deficit) (151.2) (152.3) (201.3) (210.9) (271.5)
Accumulated other comprehensive income - - (2.8) (13.8) (9.1)
Less: Note receivable from parent (1,794.1) (1,682.6) (1,578.1) (1,479.8) (1,387.7)
-------------- -------------- -------------- -------------- --------------
Total stockholders' equity (deficit) 124.4 121.9 64.7 43.3 (24.8)
-------------- -------------- -------------- -------------- --------------
Total $ 2,994.8 $ 3,017.3 $ 2,935.9 $ 2,814.3 $ 2,693.6
============== ============== ============== ============== ==============
▇▇▇▇▇▇ ALUMINUM & CHEMICAL CORPORATION AND SUBSIDIARY COMPANIES
F I V E - Y E A R F I N A N C I A L D A T A
S T A T E M E N T S O F C O N S O L I D A T E D I N C O M E
( L O S S )
Year Ended December 31,
------------------------------------------------------------------------------
(In millions of dollars, except share amounts) 1998 1997 1996 1995 1994
--------------------------------------------------------------------------------------------------------------------------------
Net sales $ 2,256.4 $ 2,373.2 $ 2,190.5 $ 2,237.8 $ 1,781.5
-------------- -------------- -------------- -------------- --------------
Costs and expenses:
Cost of products sold 1,906.2 1,951.2 1,857.5 1,787.0 1,613.9
Depreciation and amortization 99.1 102.5 107.6 105.7 107.0
Selling, administrative, research and
development, and general 115.1 129.9 125.3 134.0 116.5
Impairment of Micromill(TM) assets/
restructuring of operations 45.0 19.7 - - -
-------------- -------------- -------------- -------------- --------------
Total costs and expenses 2,165.4 2,203.3 2,090.4 2,026.7 1,837.4
-------------- -------------- -------------- -------------- --------------
Operating income (loss) (1) 91.0 169.9 100.1 211.1 (55.9)
Other income (expense):
Interest expense (110.0) (110.7) (93.4) (93.9) (88.6)
Other - net 3.5 2.8 (2.6) (14.1) (7.3)
-------------- -------------- -------------- -------------- --------------
Income (loss) before income taxes, minority
interests, and extraordinary loss (15.5) 62.0 4.1 103.1 (151.8)
Benefit (provision) for income taxes 16.4 (9.4) 8.4 (37.4) 54.0
Minority interests 1.8 (.5) .7 (.4) 1.6
-------------- -------------- -------------- -------------- --------------
Income (loss) before extraordinary loss 2.7 52.1 13.2 65.3 (96.2)
Extraordinary loss on early extinguishments of
debt, net of tax benefit of $2.9 - - - - (5.4)
-------------- -------------- -------------- -------------- --------------
Net income (loss) 2.7 52.1 13.2 65.3 (101.6)
============== ============== ============== ============== ==============
(1) 1998 includes an adverse strike-related impact of approximately $60.0.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Information required under PART III (Items 10, 11, 12, and 13)
has been omitted from this Report since the Company intends to
file with the Securities and Exchange Commission, not later than
120 days after the close of its fiscal year, a definitive proxy
statement pursuant to Regulation 14A which involves the election
of directors, and such information is incorporated by reference
from such definitive proxy statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
1. Financial Statements Page
-------------------- ----
Report of Independent Public Accountants 25
Consolidated Balance Sheets 26
Statements of Consolidated Income (Loss) 27
Statements of Consolidated Cash Flows 28
Notes to Consolidated Financial Statements 29
Quarterly Financial Data 52
Five-Year Financial Data 53
2. Financial Statement Schedules
-----------------------------
Financial statement schedules are inapplicable or the
required information is included in the Consolidated
Financial Statements or the Notes thereto.
3. Exhibits
--------
Reference is made to the Index of Exhibits immediately
preceding the exhibits hereto (beginning on page 57),
which index is incorporated herein by reference.
(b) REPORTS ON FORM 8-K
No Report on Form 8-K was filed by the Company during the
last quarter of the period covered by this Report.
(c) EXHIBITS
Reference is made to the Index of Exhibits immediately
preceding the exhibits hereto (beginning on page 57), which
index is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
▇▇▇▇▇▇ ALUMINUM & CHEMICAL
CORPORATION
Date: March 30, 1999
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Date: March 30, 1999 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Date: March 30, 1999 ▇▇▇▇ ▇. ▇▇ ▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇ ▇▇▇
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: March 30, 1999 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Controller
(Principal Accounting Officer)
Date: March 30, 1999 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Director
Date: March 30, 1999 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director
Date: March 30, 1999 ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Director
Date: March 30, 1999 ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Director
Date: March 30, 1999 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
INDEX OF EXHIBITS
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of ▇▇▇▇▇▇
Aluminum & Chemical Corporation (the "Company" or
"KACC"), dated July 25, 1989 (incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form
S-1, dated August 25, 1991, filed by KACC, Registration
No. 33-30645).
3.2 Certificate of Retirement of KACC, dated February 7,
1990 (incorporated by reference to Exhibit 3.2 to the
Report on Form 10-K for the period ended December 31,
1989, filed by KACC, File No. 1-3605).
3.3 Amended and Restated By-Laws of ▇▇▇▇▇▇ Aluminum &
Chemical Corporation, dated October 1, 1997
(incorporated by reference to Exhibit 3.3 to the Report
on Form 10-Q for the quarterly period ended September
30, 1997, filed by KACC, File No. 1-3605).
4.1 Indenture, dated as of February 1, 1993, among KACC, as
Issuer, Kaiser Alumina Australia Corporation, Alpart
Jamaica Inc., and Kaiser Jamaica Corporation, as
Subsidiary Guarantors, and The First National Bank of
Boston, as Trustee, regarding KACC's 12-3/4% Senior
Subordinated Notes Due 2003 (incorporated by reference
to Exhibit 4.1 to Form 10-K for the period ended
December 31, 1992, filed by KACC, File No. 1-3605).
4.2 First Supplemental Indenture, dated as of May 1, 1993,
to the Indenture, dated as of February 1, 1993
(incorporated by reference to Exhibit 4.2 to the Report
on Form 10-Q for the quarterly period ended June 30,
1993, filed by KACC, File No. 1-3605).
4.3 Second Supplemental Indenture, dated as of February 1,
1996, to the Indenture, dated as of February 1, 1993
(incorporated by reference to Exhibit 4.3 to the Report
on Form 10-K for the period ended December 31, 1995,
filed by ▇▇▇▇▇▇ Aluminum Corporation ("Kaiser" or
"KAC"), File No. 1-9447).
4.4 Third Supplemental Indenture, dated as of July 15,
1997, to the Indenture, dated as of February 1, 1993
(incorporated by reference to Exhibit 4.1 to the report
on Form 10-Q for the quarterly period ended June 30,
1997, filed by KAC, File No. 1-9447).
4.5 Indenture, dated as of February 17, 1994, among KACC,
as Issuer, Kaiser Alumina Australia Corporation, Alpart
Jamaica Inc., Kaiser Jamaica Corporation, and Kaiser
Finance Corporation, as Subsidiary Guarantors, and
First Trust National Association, as Trustee, regarding
KACC's 9-7/8% Senior Notes Due 2002 (incorporated by
reference to Exhibit 4.3 to the Report on Form 10-K for
the period ended December 31, 1993, filed by KAC, File
No. 1-9447).
4.6 First Supplemental Indenture, dated as of February 1,
1996, to the Indenture, dated as of February 17, 1994
(incorporated by reference to Exhibit 4.5 to the Report
on Form 10-K for the period ended December 31, 1995,
filed by KAC, File No. 1-9447).
4.7 Second Supplemental Indenture, dated as of July 15,
1997, to the Indenture, dated as of February 17, 1994
(incorporated by reference to Exhibit 4.2 to the report
on Form 10-Q for the quarterly period ended June 30,
1997, filed by KAC, File No. 1-9447).
Exhibit
Number Description
4.8 Indenture, dated as of October 23, 1996, among KACC, as
Issuer, Kaiser Alumina Australia Corporation, Alpart
Jamaica Inc., Kaiser Jamaica Corporation, Kaiser
Finance Corporation, Kaiser Micromill Holdings, LLC,
Kaiser Sierra Micromills, LLC, Kaiser Texas Micromill
Holdings, LLC and Kaiser Texas Sierra Micromills, LLC,
as Subsidiary Guarantors, and First Trust National
Association, as Trustee, regarding KACC's 10-7/8%
Series B Senior Notes Due 2006 (incorporated by
reference to Exhibit 4.2 to the Report on Form 10-Q for
the quarterly period ended September 30, 1996, filed by
KAC, File No. 1-9447).
4.9 First Supplemental Indenture, dated as of July 15,
1997, to the Indenture, dated as of October 23, 1996
(incorporated by reference to Exhibit 4.3 to the Report
on Form 10-Q for the quarterly period ended June 30,
1997, filed by KAC, File No. 1-9447).
4.10 Indenture, dated as of December 23, 1996, among KACC,
as Issuer, Kaiser Alumina Australia Corporation, Alpart
Jamaica Inc., Kaiser Jamaica Corporation, Kaiser
Finance Corporation, Kaiser Micromill Holdings, LLC,
Kaiser Sierra Micromills, LLC, Kaiser Texas Micromill
Holdings, LLC, and Kaiser Texas Sierra Micromills, LLC,
as Subsidiary Guarantors, and First Trust National
Association, as Trustee, regarding KACC's 10 7/8%
Series D Senior Notes due 2006 (incorporated by
reference to Exhibit 4.4 to the Registration Statement
on Form S-4, dated January 2, 1997, filed by KACC,
Registration No. 333-19143).
4.11 First Supplemental Indenture, dated as of July 15,
1997, to the Indenture, dated as of December 23, 1996
(incorporated by reference to Exhibit 4.4 to the Report
on Form 10-Q for the quarterly period ended June 30,
1997, filed by KAC, File No. 1-9447).
4.12 Credit Agreement, dated as of February 15, 1994, among
KAC, KACC, the financial institutions a party thereto,
and BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.4 to the Report
on Form 10-K for the period ended December 31, 1993,
filed by KAC, File No. 1-9447).
4.13 First Amendment to Credit Agreement, dated as of July
21, 1994, amending the Credit Agreement, dated as of
February 15, 1994, among KAC, KACC, the financial
institutions party thereto, and BankAmerica Business
Credit, Inc., as Agent (incorporated by reference to
Exhibit 4.1 to the Report on Form 10-Q for the
quarterly period ended June 30, 1994, filed by KAC,
File No. 1-9447).
4.14 Second Amendment to Credit Agreement, dated as of March
10, 1995, amending the Credit Agreement, dated as of
February 15, 1994, as amended, among KAC, KACC, the
financial institutions party thereto, and BankAmerica
Business Credit, Inc., as Agent (incorporated by
reference to Exhibit 4.6 to the Report on Form 10-K for
the period ended December 31, 1994, filed by KAC, File
No. 1-9447).
4.15 Third Amendment to Credit Agreement, dated as of July
20, 1995, amending the Credit Agreement, dated as of
February 15, 1994, as amended, among KAC, KACC, the
financial institutions a party thereto, and BankAmerica
Business Credit, Inc., as Agent (incorporated by
reference to Exhibit 4.1 to the Report on Form 10-Q for
the quarterly period ended June 30, 1995, filed by KAC,
File No. 1-9447).
4.16 Fourth Amendment to Credit Agreement, dated as of
October 17, 1995, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KAC, KACC,
the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.1 to the Report
on Form 10-Q for the quarterly period ended September
30, 1995, filed by KAC, File No. 1-9447).
Exhibit
Number Description
4.17 Fifth Amendment to Credit Agreement, dated as of
December 11, 1995, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KAC, KACC,
the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.11 to the
Report on Form 10-K for the period ended December 31,
1995, filed by KAC, File No. 1-9447).
4.18 Sixth Amendment to Credit Agreement, dated as of
October 1, 1996, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KAC, KACC,
the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.1 to the Report
on Form 10-Q for the quarterly period ended September
30, 1996, filed by KAC, File No. 1-9447).
4.19 Seventh Amendment to Credit Agreement, dated as of
December 17, 1996, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KAC, KACC,
the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.18 to the
Registration Statement on Form S-4, dated January 2,
1997, filed by KACC, Registration No. 333-19143).
4.20 Eighth Amendment to Credit Agreement, dated as of
February 24, 1997, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KACC,
Kaiser, the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.16 to the
Report on Form 10-K for the period ended December 31,
1996, filed by KAC, File No. 1-9447).
4.21 Ninth Amendment to Credit Agreement, dated as of April
21, 1997, amending the Credit Agreement, dated as of
February 15, 1994, as amended, among KACC, KAC, the
financial institutions a party thereto, and BankAmerica
Business Credit, Inc., as Agent (incorporated by
reference to Exhibit 4.5 to the Report on From 10-Q for
the quarterly period ended June 30, 1997, filed by KAC,
File No. 1-9447).
4.22 Tenth amendment to Credit Agreement, dated as of June
25, 1997, amending the Credit Agreement, dated as of
February 15, 1994, as amended, among KACC, KAC, the
financial institutions a party thereto, and BankAmerica
Business Credit, Inc., as Agent (incorporated by
reference to Exhibit 4.6 to the Report on Form 10-Q for
the quarterly period ended June 30, 1997, filed by KAC,
File No. 1-9447).
4.23 Eleventh Amendment to Credit Agreement, dated as of
October 20, 1997, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KACC, KAC,
the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.7 to the Report
on Form 10-Q for the quarterly period ended September
30, 1997, filed by KAC, File No. 1-9447).
4.24 Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KACC, KAC,
the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent
(incorporated by referece to Exhibit 4.24 to the Report
on Form 10-K for the period ended December 31, 1997,
filed by KAC, File No. 1-9447).
4.25 Thirteenth Amendment to Credit Agreement, dated as of
July 20, 1998, amending the Credit Agreement, dated as
of February 15, 1994, as amended, among KACC, KAC, the
financial institutions party thereto, and BankAmerica
Business Credit, Inc., as Agent (incorporated by
reference to Exhibit 4 to the report on Form 10-Q for
the quarterly period ended June 30, 1998, filed by KAC,
File No. 1-9447).
*4.26 Fourteenth Amendment to Credit Agreement, dated as of
December 11, 1998, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KACC, KAC,
the financial institutions party thereto, and
BankAmerica Business Credit, Inc., as Agent.
*4.27 Fifteenth Amendment to Credit Agreement, dated as of
February 23, 1999, amending the Credit Agreement, dated
as of February 15, 1994, as amended, among KACC, KAC,
the financial institutions party thereto, and
BankAmerica Business Credit, Inc., as Agent.
Exhibit
Number Description
*4.28 Sixteenth Amendment to Credit Agreement, dated as of
March 26, 1999, amending the Credit Agreement, dated as
of February 15, 1994, as amended, among KACC, KAC, the
financial institutions party thereto, and BankAmerica
Business Credit, Inc., as Agent.
4.29 Intercompany Note between KAC and KACC (incorporated by
reference to Exhibit 10.11 to the Report on Form 10-K
for the period ended December 31, 1996, filed by MAXXAM
Inc. ("MAXXAM"), File No. 1-3924).
4.30 Confirmation of Amendment of Non-Negotiable
Intercompany Note, dated as of October 6, 1993, between
KAC and KACC (incorporated by reference to Exhibit
10.12 to the Report on Form 10-K for the period ended
December 31, 1996, filed by MAXXAM, File No. 1-3924).
4.31 Senior Subordinated Intercompany Note between KAC and
KACC dated February 15, 1994 (incorporated by reference
to Exhibit 4.22 to the Report on Form 10-K for the
period ended December 31, 1993, filed by KAC, File No.
1-9447).
4.32 Senior Subordinated Intercompany Note between KAC and
KACC dated March 17, 1994 (incorporated by reference to
Exhibit 4.23 to the Report on Form 10-K for the period
ended December 31, 1993, filed by KAC, File No. 1-
9447).
KACC has not filed certain long-term debt instruments
not being registered with the Securities and Exchange
Commission where the total amount of indebtedness
authorized under any such instrument does not exceed
10% of the total assets of KACC and its subsidiaries on
a consolidated basis. KACC agrees and undertakes to
furnish a copy of any such instrument to the Securities
and Exchange Commission upon its request.
10.1 Form of indemnification agreement with officers and
directors (incorporated by reference to Exhibit (10)(b)
to the Registration Statement of KAC on Form S-4, File
No. 33-12836).
10.2 Tax Allocation Agreement, dated as of December 21,
1989, between MAXXAM and KACC (incorporated by
reference to Exhibit 10.21 to Amendment No. 6 to the
Registration Statement on Form S-1, dated December 14,
1989, filed by KACC, Registration No. 33-30645).
10.3 Tax Allocation Agreement, dated as of February 26,
1991, between KAC and MAXXAM (incorporated by reference
to Exhibit 10.23 to Amendment No. 2 to the Registration
Statement on Form S-1, dated June 11, 1991, filed by
KAC, Registration No. 33-37895).
10.4 Tax Allocation Agreement, dated as of June 30, 1993,
between KACC and KAC (incorporated by reference to
Exhibit 10.3 to the Report on Form 10-Q for the
quarterly period ended June 30, 1993, filed by KACC,
File No. 1-3605).
Executive Compensation Plans and Arrangements
[Exhibits 10.5 - 10.23, inclusive]
10.5 KACC's Bonus Plan (incorporated by reference to Exhibit
10.25 to Amendment No. 6 to the Registration Statement
on Form S-1, dated December 14, 1989, filed by KACC,
Registration No. 33-30645).
10.6 Kaiser 1993 Omnibus Stock Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Report on Form 10-Q
for the quarterly period ended June 30, 1993, filed by
KACC, File No. 1-3605).
10.7 Kaiser 1995 Employee Incentive Compensation Program
(incorporated by reference to Exhibit 10.1 to the
Report on Form 10-Q for the quarterly period ended
March 31, 1995, filed by KAC, File No. 1-9447).
Exhibit
Number Description
10.8 Kaiser 1995 Executive Incentive Compensation Program
(incorporated by reference to Exhibit 99 to the Proxy
Statement, dated April 26, 1995, filed by KAC, File No.
1-9447).
10.9 Kaiser 1997 Omnibus Stock Incentive Plan (incorporated
by reference to Appendix A to the Proxy Statement,
dated April 29, 1997, filed by KAC, File No. 1-9447).
10.10 Employment Agreement, dated April 1, 1993, among KAC,
KACC, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. (incorporated by
reference to Exhibit 10.2 to the Report on Form 10-Q
for the quarterly period ended March 31, 1993, filed by
KAC, File No. 1-9447).
10.11 First Amendment to Employment Agreement by and between
KACC, KAC and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. (incorporated by
reference to Exhibit 10 to the Report on Form 10-Q for
the quarterly period ended June 30, 1996, filed by KAC,
File No. 1-9447).
10.12 Second Amendment to Employment Agreement, dated as of
December 10, 1997, by and between KAC, KACC, and ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇. (incorporated by reference to Exhibit
10.12 to the Report on Form 10-K for the period ended
December 31, 1997, filed by KAC, File No. 1-9447).
10.13 Letter Agreement, dated January 1995, between KAC and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, granting ▇▇. ▇▇▇▇▇▇▇ stock options
under the Kaiser 1993 Omnibus Stock Incentive Plan
(incorporated by reference to Exhibit 10.17 to the
Report on Form 10-K for the period ended December 31,
1994, filed by KAC, File No. 1-9447).
10.14 Employment Agreement between ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ made effective for the period from January
1, 1998, to December 31, 2002 (incorporated by
reference to Exhibit 10.3 to the Report on Form 10-Q
for the quarterly period ended September 30, 1998,
filed by KAC, File No. 1-9447).
10.15 Time-Based Stock Option Grant Pursuant to the Kaiser
1997 Omnibus Stock Incentive Plan to ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇, effective July 2, 1998 (incorporated by
reference to Exhibit 10.4 to the Report on Form 10-Q
for the quarterly period ended September 30, 1998,
filed by KAC, File No. 1-9447).
10.16 Employment Agreement between KACC and ▇▇▇▇ ▇. ▇▇ ▇▇▇
made effective for the period from January 1, 1998, to
December 31, 2002 (incorporated by reference to Exhibit
10.5 to the Report on From 10-Q for the quarterly
period ended September 30, 1998, filed by KAC, File No.
1-9447).
10.17 Time-Based Stock Option Grant Pursuant to the Kaiser
1997 Omnibus Stock Incentive Plan to ▇▇▇▇ ▇. ▇▇ ▇▇▇,
effective July 10, 1998 (incorporated by reference to
Exhibit 10.6 to the Report on Form 10-Q for the
quarterly period ended September 30, 1998, filed by
KAC, File No. 1-9447).
*10.18 Time-Based Stock Option Grant Pursuant to the Kaiser
1997 Omnibus Stock Incentive Plan to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇., effective January 1, 1998.
*10.19 Performance-Accelerated Stock Option Grant Pursuant to
the Kaiser 1997 Omnibus Stock Incentive Plan to ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇., effective January 1, 1998.
*10.20 Letter Agreement, dated July 27, 1998, between ▇▇▇▇ and
▇▇▇▇ ▇. ▇▇▇▇▇▇.
*10.21 Description of Kaiser ▇▇▇▇▇▇▇▇▇ Protection and Change
of Control Benefits Program.
Exhibit
Number Description
10.22 Form of letter agreement with persons granted stock
options under the Kaiser 1993 Omnibus Stock Incentive
Plan to acquire shares of KAC Common Stock
(incorporated by reference to Exhibit 10.18 to the
Report on Form 10-K for the period ended December 31,
1994, filed by KAC, File No. 1-9447).
10.23 Form of Deferred Fee Agreement between KAC, KACC, and
directors of KAC and KACC (incorporated by reference to
Exhibit 10 to the Report on Form 10-Q for the quarterly
period ended March 31, 1998, filed by KAC, File No. 1-
9447).
*21 Significant Subsidiaries of KACC.
*27 Financial Data Schedule.
-----------------
* Filed herewith
Exhibit 21
SUBSIDIARIES
Listed below are the principal subsidiaries of ▇▇▇▇▇▇ Aluminum &
Chemical Corporation, the jurisdiction of their incorporation or
organization, and the names under which such subsidiaries do
business. Certain subsidiaries are omitted which, considered in
the aggregate as a single subsidiary, would not constitute a
significant subsidiary.
Place of
Incorporation
Name or Organization
Alpart Jamaica Inc. Delaware
Alumina Partners of Jamaica (partnership) Delaware
Anglesey Aluminium Limited United Kingdom
Kaiser Alumina Australia Corporation Delaware
▇▇▇▇▇▇ Aluminium International, Inc. Delaware
▇▇▇▇▇▇ Aluminum & Chemical of Canada Limited Ontario
Kaiser Bauxite Company Nevada
Kaiser Bellwood Corporation Delaware
Kaiser Finance Corporation Delaware
Kaiser Jamaica Bauxite Company (partnership) Jamaica
Kaiser Jamaica Corporation Delaware
Queensland Alumina Limited Queensland
Volta Aluminium Company Limited Ghana
Principal California South Carolina
---------- --------------
Domestic Los Angeles (City Greenwood
of Commerce) Engineered Products
Operations Engineered Greenwood
Products Engineered Products
and Oxnard Machine Shop
Administrative Engineered Tennessee
Products ---------
Offices ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(Partial List) R&D at the Center Engineered Products
for Technology, Texas
Administrative -----
Offices Houston
Louisiana ▇▇▇▇▇▇ Aluminum
--------- Corporation
Baton Rouge Headquarters
Alumina Business Sherman
Unit Offices Engineered Products
Gramercy Virginia
Alumina --------
Michigan Richmond
-------- Engineered Products
Detroit Washington
Southfield) ----------
Automotive ▇▇▇▇
Product Primary Aluminum,
Development and Northwest Engineering
Sales Center
Ohio Richland
---- Engineered Products
Canton* Tacoma
Engineered Primary Aluminum
Products Trentwood
Cuyahoga Falls Flat-Rolled
(50%)* Products
Engineered
Products
Newark
Engineered
Products
Oklahoma
--------
Tulsa
Engineered
Products
Pennsylvania
------------
Erie (50%)*
Engineered
Products
* In separate announcements in early 1999, the Company said it
had signed agreements to sell its interests in the assets located
at Canton, Cuyahoga Falls, and Erie.
-----------------------------------------------------------------
Principal Australia Jamaica
--------- -------
Worldwide Queensland Alumina Alumina Partners of
Limited (28.3%) Jamaica (65%)
Operations Alumina Bauxite,
(Partial List) Canada Alumina
------ Kaiser Jamaica
▇▇▇▇▇▇ Aluminum & Bauxite
Chemical of Company (49%)
Canada Limited Bauxite
(100%) Wales, United
Engineered Kingdom
Products ---------------------
Ghana Anglesey
----- Aluminium
Volta Aluminium Limited (49%)
Company Limited Primary
(90%) Aluminum
Primary Aluminum
