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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the
Fiscal Year Ended December 31, 2003
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____ to ____
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Commission File Number: 0-25642
COMMONWEALTH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3245741
(State of incorporation) (I.R.S. Employer Identification No.)
500 West Jefferson Street
PNC Plaza - 19th Floor
Louisville, Kentucky 40202-2823
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (502) 589-8100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock; Stock Purchase Rights
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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |X| No
|_|
The aggregate market value of the common stock held by non-affiliates
of the registrant as of June 30, 2003 was $73,059,000.
The number of shares outstanding of the registrant's common stock as of
March 5, 2004 was 16,020,397.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to stockholders of Commonwealth
Industries, Inc. for the year ended December 31, 2003 are incorporated by
reference into Parts I and II and portions of the definitive Proxy Statement
dated March 26, 2004 for the 2004 Annual Meeting of Stockholders to be held
April 23, 2004 are incorporated by reference into Parts II and III.
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COMMONWEALTH INDUSTRIES, INC.
FORM 10-K
For the Year Ended December 31, 2003
INDEX
PART I Page
----
Item 1. Business.........................................................3
Item 2. Properties.......................................................9
Item 3. Legal Proceedings................................................9
Item 4. Submission of Matters to a Vote of Security Holders..............9
Item E.O. Executive Officers of the Registrant............................10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.....................................................11
Item 6. Selected Financial Data.........................................11
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk......11
Item 8. Financial Statements and Supplementary Data.....................11
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................11
Item 9A. Controls and Procedures.........................................12
PART III
Item 10. Directors and Executive Officers of the Registrant..............13
Item 11. Executive Compensation..........................................13
Item 12. Security Ownership of Certain Beneficial Owners and Management..13
Item 13 Certain Relationships and Related Transactions..................13
Item 14 Principal Accounting Fees and Services..........................13
PART IV
Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K..14
Signatures.................................................................19
PART I
Item 1. Business.
Commonwealth Industries, Inc. (the "Company") is one of North America's
leading manufacturers of aluminum sheet and, through its Alflex Corporation
subsidiary ("Alflex"), of electrical flexible conduit and prewired armored
cable.
The Company's aluminum sheet products are produced using the
conventional, direct -chill rolling ingot casting process at the Company's
multi-purpose aluminum rolling mill at Lewisport, Kentucky, one of the largest
in North America, and by the continuous casting process at its facilities
located in Uhrichsville, Ohio, and Carson, California. The Company operates
coating lines at the Lewisport mill and at Company facilities in Bedford, Ohio,
and Torrance, California. It also operates a tube mill and fabrication facility
Kings Mountain, North Carolina. The electrical flexible conduit and prewired
armored cable products are manufactured at Alflex facilities in Long Beach,
California and Rocky Mount, North Carolina. In addition, Alflex has begun
outsourcing a portion of its pre-fabrication assembly processes to a location in
Tecate, Mexico.
The aluminum sheet products manufactured by the Company are generally
referred to as common alloy products. They are produced in a number of aluminum
common alloys with thicknesses (gauge) of 0.008 to 0.250 inches, widths of up to
72 inches, and a variety of physical properties and packaging, in each case to
meet customer specifications. These products are sold to distributors and
end-users, principally for use in building and construction products such as
roofing, siding, windows and gutters; transportation equipment such as truck
trailers and bodies and automotive parts; and consumer durables such as
cookware, appliances and lawn furniture. The Company also fabricates aluminum
sheet into welded tube products for various markets. Other than for depot sales,
which are for standard size products, substantially all of the Company's
aluminum sheet products are produced in response to specific customer orders.
Production of aluminum sheet products in 2003 was 773 million pounds or about
72% of capacity compared to 925 million pounds or about 86% of capacity in 2002.
In 2003, the North American market for aluminum sheet products, excluding rigid
container sheet, foil and exports, was approximately 3.6 billion pounds versus
3.9 billion pounds in 2002.
Alflex manufactures metallic (aluminum and steel) and non-metallic
(plastic) electrical flexible conduit and prewired armored cable, utilizing
aluminum sheet manufactured by the Company. These products provide mechanical
protection for electrical wiring installed in buildings in accordance with local
building code requirements. Armored cable differs from electrical conduit in
that it is pre-wired by Alflex, whereas end-users must pull wire through
electrical conduit when conduit is installed. These products are used primarily
by electrical contractors in the construction, renovation and remodeling of
commercial and industrial facilities and multi-family dwellings. They also are
used in the heating, ventilating and air-conditioning ("HVAC"), original
equipment manufacturers ("OEM") and Do-It-Yourself ("DIY") markets. The products
include preassembled and prepackaged products for commercial and DIY markets and
commercial pre-fabricated wiring systems which provide significant savings in
labor and installation costs for end-users.
Historically, electrical wires were housed in rigid pipes in the walls
of buildings. Rigid pipe remains the most widely used means of protecting wiring
in commercial and other non-residential construction. Electrical flexible
conduit made from steel was introduced in the 1920s. Flexible conduit is
significantly easier to install than rigid pipe, resulting in cost savings to
the installer. Aluminum flexible conduit, introduced to the market by Alflex,
has in recent years become a significant factor due to its ease of installation,
lighter weight and ease of cutting compared to steel flexible conduit or rigid
pipe. In wet, harsh or corrosive environments, non-metallic or plastic jacketed
steel flexible conduit may be used. Armored cable (conduit with pre-installed
wire) made of steel or aluminum has captured an increasing share of the market
from rigid pipe due to its pre-assembly, ease of installation and overall cost
effectiveness.
The Company estimates that at December 31, 2003 it had a backlog of
firm orders for which product specifications have been defined of 133.7 million
pounds of aluminum sheet products with an aggregate sales price of $143.6
million, compared to an estimate of 124.2 million pounds with an aggregate sales
price of $122.9 million at December 31, 2002. Backlog is not a significant
factor for the Company's electrical products.
The Company operates in two reportable segments: aluminum and
electrical products. The aluminum segment manufactures aluminum sheet for
distributors and the transportation, construction, and consumer durables end-use
markets. The electrical products segment manufactures flexible electrical wiring
products for the commercial construction and do-it-yourself markets. Summarized
financial information for the Company's segments is included in note 18 to the
consolidated financial statements.
Aluminum Sheet Products
Net sales revenue in the Company's aluminum segment accounted for 89%,
88% and 87% of the Company's total net sales revenue in 2003, 2002 and 2001,
respectively.
Manufacturing
The Company's aluminum sheet manufacturing facilities are comprised of
the rolling mills at Lewisport, Kentucky, Uhrichsville, Ohio, and Carson,
California, coating facilities at Lewisport, Bedford, Ohio, and Torrance,
California and a tube mill and fabrication facility at Kings Mountain, North
Carolina.
The Lewisport mill uses the conventional, vertical direct-chill,
rolling ingot casting process. This process permits the production of
traditional aluminum sheet with strength, hardness, formability, finishing and
other characteristics preferred for many applications. The flexibility permitted
by this multi-purpose rolling mill enables the Company to target higher margin
products, manufacture a variety of products with consistent high quality and
respond quickly to shifts in market demand. In 2003, the Lewisport mill produced
405 million pounds of aluminum sheet products compared to 495 million pounds in
2002. At full capacity utilization, unit costs of converting metal to aluminum
sheet products at Lewisport are believed to be among the lowest in the industry
for plants using the conventional process.
The Uhrichsville and Carson mills use low-cost, scrap-based twin-belt
mini-mill continuous casting production technology. This process permits the
efficient production of aluminum sheet alloys used in building and construction
and other applications not requiring the more complex alloys or the physical
characteristics better provided by the conventional casting method. The process
eliminates several steps associated with conventional casting, thereby reducing
manufacturing costs. Capital costs also are significantly lower than for mills
using the conventional casting process. In 2003, the Uhrichsville and Carson
mills together produced 368 million pounds of aluminum sheet products compared
to 430 million pounds in 2002.
Aluminum Supply
Most of the aluminum metal used by the Company's rolling mills is
purchased, principally from or through aluminum scrap dealers or brokers, in the
form of aluminum scrap. The Company believes it is one of the largest users of
aluminum scrap other than beverage can scrap in the United States and that the
volume of its purchases assists it in obtaining scrap at competitive prices. The
Company's remaining requirements are met with purchased primary metal, including
metal produced in Russia to specifications that differ from the industry
standard for primary aluminum but that is appropriate for the Company's needs.
The Company has seven years remaining on a 10-year supply agreement
with Glencore Ltd. ("Glencore"), a leading diversified trading and industrial
company, for the purchase of primary aluminum. Under the agreement, the Company
committed to purchase a minimum of 120 million pounds of P1020/99.7% aluminum at
current market prices from Glencore each year over the 10-year term, which began
in January 2001. The Company has met or exceeded the minimum purchase quantity
for each year of the contract.
Casting and Rolling
At Lewisport, scrap, in some cases after processing in the Company's
recycling facilities, and primary aluminum are melted in reverbatory furnaces.
Small amounts of copper, magnesium, manganese and other metals are added to
produce alloys with the desired hardness, formability and other physical
characteristics. The molten aluminum is then poured through a mold surrounded by
circulating water which cools and solidifies into an ingot about 24 inches thick
and weighing as much as 30,000 pounds. The cooled ingot is conveyed to the
rolling mill area for further processing.
The rolling ingots are heated to a malleable state in soaking pits or
tunnel furnaces. Then, in the next two stages--hot and cold rolling--the ingot
is passed between rolls under pressure, causing it to become thinner and longer.
The first rolling stage takes place in a "reversing" mill, so named because the
ingot is passed back and forth between the work rolls, reversing itself after
each pass. After it passes through the reversing mill the aluminum sheet moves
through a continuous multi-stand hot mill, and then is cooled and cold rolled to
its final thickness.
The Uhrichsville and Carson rolling mills employ a continuous casting
process in which molten aluminum is fed into a caster which produces a
continuous thin slab that is immediately hot rolled into semi-finished aluminum
sheet in a single manufacturing process. The aluminum sheet is then cooled and
cold rolled to its final thickness as in the conventional process. The
Uhrichsville and Carson mills use twin-belt thin-slab continuous casting, which
the Company believes is the most efficient and most productive form of
continuous casting.
The Company and IMCO Recycling, Inc ("IMCO") are parties to a supply
agreement under which IMCO serves as the major supplier of molten recycled
aluminum for the Company's Uhrichsville mill. Under the IMCO supply agreement,
the Company purchases aluminum scrap and delivers it to IMCO who then processes
and converts it into molten metal at its recycling and processing facility
located adjacent to the Company's mill. The Company is responsible for the
treatment and disposal of the waste generated as a result of IMCO's processing
services on behalf of the Company. The IMCO supply agreement expires March 31,
2009. The Company has an option to purchase the IMCO facility at the end of the
supply agreement for an amount equal to five times the average earnings before
interest, taxes, depreciation and amortization of the facility as defined in the
supply agreement. The Company also has a right of first refusal if IMCO wishes
to sell the facility.
The Carson rolling mill processes its own scrap to produce molten
metal, utilizing current delacquering and melting technology.
The Company has paid a one-time license fee for certain technology used
in its continuous casting process. The license agreement allows the Company the
use of certain inventions, technical discoveries and apparatus of the licensor
in the manufacturing process.
Finishing and Coating
After hot and cold rolling is complete, the aluminum sheet is leveled
to ensure required flatness and may be slit into narrower widths, embossed or
painted to customers' specifications.
The Company is an industry leader in the development and production of
superior quality coated aluminum products and operates at Lewisport the largest
coating line integrated with a United States rolling mill. Coating lines at the
Company's Bedford and Torrance facilities serve the Uhrichsville and Carson
rolling mills. In the coating process, aluminum sheet is chemically cleaned,
painted and then cured to produce a durable coated surface.
Packaging and Shipping
Finished products are shipped to customers by truck or rail in coils of
various size and weighing up to 30,000 pounds.
Electrical Products
Net sales revenue in the Company's electrical products segment
accounted for 11%, 12% and 13% of the Company's total net sales revenue in 2003,
2002 and 2001, respectively.
Alflex fabricates its flexible conduit and armored cable at its Long
Beach, California and Rocky Mount, North Carolina facilities in addition to
outsourcing a portion of its pre-fabrication assembly processes to a location in
Tecate, Mexico. Alflex purchases its aluminum sheet from the Company. Alflex
also uses significant amounts of insulated copper wire and steel in its
production process.
Alflex fabricates its electrical products by slitting aluminum or steel
sheet on specialized narrow-width slitting equipment, after which the sheet is
coiled. The coils are then fed through proprietary forming machines to produce
the flexible conduit. Until 1998, Alflex followed a process that draws copper
rod into wire, coats the wire with plastic insulation and, for certain products,
wraps the coated wire with paper or plastic. The protective armoring is then
wrapped around the cabled wire. During 1998, the Company executed a strategic
alliance with BICCGeneral whereby beginning in the second half of 1999, Alflex
ceased drawing wire and coating the wire with plastic insulation, and instead
purchased all of its copper wire requirements from BICCGeneral. During the
fourth quarter of 2001, BICCGeneral sold its assets to Southwire Company and
Southwire Company is now executing the supply contract.
Alflex uses a specialized co-extrusion process involving both rigid and
flexible plastics (PVC) to produce its non-metallic conduit. After production,
the conduit and cable products are cut to length and packaged. Alflex designs
and builds much of the equipment used to manufacture its products. In 2003,
Alflex produced 458 million feet of electrical products compared to 483 million
feet in 2002.
Customers and Markets
The Company's aluminum sheet products are sold to distributors as well
as end-users, principally in the building and construction, transportation and
consumer durables markets.
The following table sets forth for 2003 and 2002 the percentage of
aluminum sheet net shipments contributed by each of these classes of customers
and the Company's estimate of its share of these markets in North America.
% of Net Shipments % Market Share
------------------ --------------
2003 2002 2003 2002
---- ---- ---- ----
Building and construction 43 42 30 35
Distribution 29 32 23 24
Transportation 10 8 9 11
Consumer durables and other 18 18 15 12
--- ---
100 100
=== ===
The building and construction sector is the largest end-use market
other than the packaging market for common alloy aluminum sheet products.
The Company believes it is one of the largest suppliers of common alloy
aluminum sheet to distributors. Distributors, in some cases after slitting,
punching, leveling or other processing, resell the Company's products into
end-use markets, including the building and construction, transportation and
consumer durables markets.
The Company is one of the largest suppliers of aluminum sheet products
to North American manufacturers of transportation equipment, including truck
trailers and bodies, recreational vehicles and automobile parts. This market has
been severely impacted by the weak economic conditions of the last couple of
years. The 2003 commercial transportation market was off 19% from its 2000
consumption rate.
The largest volume in the category of consumer durables and other
markets for the Company is reroll stock sold for further processing and
conversion for a variety of markets. Other major end-uses of this product
category are cookware, consumer durables, pleasure boats, personal watercrafts,
appliances and irrigation pipe.
Packaging is the largest single end-use of aluminum sheet, accounting
for about one-half of the estimated world-wide market. Much of this product is
produced by large, single-purpose rolling mills. The Company does not
participate in the packaging market.
Market share estimates exclude heat-treated aluminum plate and sheet,
which the Company does not produce. The Company estimates that heat-treated
products constitute an immaterial portion of the end-use markets served by the
Company.
Company sales are made to customers located primarily throughout North
America. Sales outside North America have not been significant. During 2003,
2002 and 2001, sales to one major customer amounted to approximately 9.7%, 11.1%
and 12.2%, respectively, of the Company's net sales. No other single customer
accounted for more than 10% of the Company's net sales in 2003, 2002 or 2001.
Sales of aluminum sheet products are made through the Company's own
sales force which is strategically located to provide North American coverage.
An integrated computer system provides the Company's employees with on-line
access to inventory status, production schedules, shipping information and
pricing data to facilitate immediate response to customer inquiries.
Many of the Company's aluminum sheet markets are seasonal. Demand in
the building and construction and transportation markets is generally stronger
in the spring and summer seasons than in the fall and winter seasons. Such
factors typically result in higher operating income in the spring and summer
months.
Alflex electrical products are sold primarily through independent
manufacturer's representatives to electrical distributors. Distributors
represented approximately 95% of Alflex net sales in 2003. The remaining sales
are made to the do-it-yourself ("DIY"), original equipment manufacturer ("OEM")
and heating ventilation and air conditioning ("HVAC") markets. The independent
manufacturer's representatives do not market Alflex's products exclusively, but
also sell complementary products that are used in conjunction with products
manufactured and sold by Alflex. Alflex serves approximately 2,500 customers.
Alflex maintains registered trademarks on certain of its flexible
conduit and armored cable systems, including Ultratite, Galflex, the Alflex name
and its design, Electrician's Choice, Computer Blue, Duraclad, Armorlite and
PowerSnap. While Alflex considers these trademarks to be important to its
business, it does not believe it is dependent upon the trademarks for the
continuation of its business.
Competition
The Company competes in the production and sale of common alloy
aluminum sheet products with some 9 other aluminum rolling mills in North
America and with imported products.
Aluminum Company of America ("Alcoa") and Alcan Aluminium Ltd.
("Alcan") have a significantly larger share of the total United States market
for aluminum sheet products, including packaging and aluminum foil. However, in
the market for common alloy aluminum sheet products other than can sheet and
aluminum foil, the market share leaders are Alcoa, Alcan and the Company.
The Company competes with other rolled products suppliers on the basis
of quality, price, timeliness of delivery and customer service.
Aluminum also competes with other materials such as steel, plastic and
glass for various applications.
Alflex competes with national and regional competitors and imported
products in the electrical flexible conduit and prewired armored cable industry.
Competition is principally on the basis of product features, availability, price
and customer service.
Research and Development
The Company conducts research and development activities at its rolling
mills as part of its ongoing operations to satisfy emerging customer
requirements, improve product quality and reduce manufacturing costs. Outside
consultants also are utilized.
Alflex focuses its research and development activities on the
development of new products and the improvement of its conduit and cable
manufacturing processes through the development of proprietary manufacturing
equipment and the reduction of waste.
The estimated amounts spent during 2003, 2002 and 2001 on
Company-sponsored research and development activities were $1.3 million, $1.3
million and $1.4 million, respectively.
Environmental Matters
The Company's operations are subject to increasingly stringent
environmental laws and regulations governing air emissions, wastewater
discharges, the handling, disposal and remediation of hazardous substances and
wastes and employee health and safety. These laws can impose joint and several
liability for releases or threatened releases of hazardous substances upon
statutorily defined parties, including the Company, regardless of fault or the
lawfulness of the original activity or disposal. The Company believes it is
currently in material compliance with applicable environmental laws and
regulations.
Federal and state regulations continue to impose stricter emission
requirements on the aluminum industry. While the Company believes that current
pollution control measures at the emission sources at its facilities meet
current requirements, additional equipment or process changes at some of the
Company's facilities may be required to meet future requirements.
The Company has been named as a potentially responsible party at seven
federal superfund sites and is in operations and maintenance at two of the
sites for past waste disposal activity associated with closed recycling
facilities. The ultimate goal is to delist these two sites under superfund. At
the five other federal superfund sites, the Company is a minor contributor and
has satisfied its obligations at four of the sites and expects to resolve its
liability at the remaining site for a nominal amount. The Company is also under
orders by agencies in two states for environmental remediation at three sites,
one of which is currently operating and two of which have been closed.
The Company acquired its Lewisport rolling mill and an aluminum smelter
at Goldendale, Washington ("Goldendale"), from Lockheed Martin in 1985. In
connection with the transaction, Lockheed Martin indemnified the Company against
expenses relating to environmental matters arising during the period of Lockheed
Martin's ownership of those facilities.
The aluminum smelter at Goldendale was operated by Lockheed Martin
until 1985 and by the Company from 1985 to 1987 when it was sold to Columbia
Aluminum Corporation which has since been renamed Goldendale Aluminum Company
("Goldendale Aluminum"). Past aluminum smelting activities at Goldendale have
resulted in environmental contamination and regulatory involvement. A 1993
Settlement Agreement among the Company, Lockheed Martin and Goldendale Aluminum
allocated responsibility for future remediation at 11 sites at the Goldendale
smelter. If remediation is required, estimates by outside consultants of the
probable aggregate cost to the Company for these sites range from $1.3 million
to $7.2 million. The Company had an accrual for such liabilities of $1.3 million
at December 31, 2003 and 2002. In December 2003, Goldendale Aluminum filed for
bankruptcy protection. The Company cannot presently quantify any additional
liability that may be incurred as a result of Goldendale Aluminum's bankruptcy
filing. The apportionment of responsibility for other sites at Goldendale is
left to alternative dispute resolution procedures if and when these locations
become the subject of remedial requirements.
Environmental sampling at Lewisport has disclosed the presence of
contaminants, including polychlorinated biphenyls (PCBs). Management believes a
portion of the contamination is covered by the Lockheed Martin indemnification,
which Lockheed Martin disputes.
The Company has been named as a potentially responsible party at three
third-party disposal sites relating to Lockheed Martin operations, for which
Lockheed Martin has assumed responsibility.
The Company's aggregate loss contingency accrual for environmental
matters was $6.7 million and $7.4 million at December 31, 2003 and 2002,
respectively, which covers all environmental loss contingencies that the Company
has determined to be probable and reasonably estimable. The Company estimates
that total cost to remediate these environmental matters could be as much as $16
million should all matters be ultimately concluded in a manner least favorable
to the Company. It is not possible, however, to predict the amount or timing of
cost for future environmental matters which may subsequently be determined.
Although the outcome of any such matters, to the extent they exceed any
applicable accrual, could have a material adverse effect on the Company's
consolidated results of operations or cash flows for the applicable period, the
Company believes that such outcome will not have a material adverse effect on
the Company's consolidated financial condition, results of operations or cash
flows.
The Company has incurred and will continue to incur capital and
operating expenditures for matters relating to environmental control and
monitoring. Capital expenditures of the Company for environmental control and
monitoring for 2003, 2002 and 2001 were $0.5 million, $0.9 million and $0.2
million, respectively. All other environmental expenditures of the Company,
including remediation expenditures, for 2003, 2002 and 2001 were $1.6 million,
$1.7 million, and $1.9 million, respectively. The Company has planned
environmental capital expenditures for 2004 of $0.8 million.
Employees
At December 31, 2003, the Company employed 1,793 persons, of whom 1,259
were full-time non-salaried employees including 625 at Lewisport represented by
the United Steel Workers of America ("USW") and 219 at the Uhrichsville and
Bedford facilities represented by the Glass, Molders, Pottery, Plastic & Allied
Workers International, AFL-CIO, CLC union ("GMP"). Current collective bargaining
agreements with the USW and the GMP expire in July 2008 and December 2006,
respectively. The Company believes its relationships with its employees are
good.
The Company provides gain sharing plans for certain of its non-salaried
employees. Contributions to the plans are generally based upon a formula which
compares actual performance results to targets agreed upon by management and in
some cases the bargaining units. In addition, the Company provides defined
contribution 401(k) plans for certain non-salaried and salaried employees.
Website Access to Company Reports
The Company makes available free of charge through the Company's
website at www.ciionline.com the Company's annual reports on Form 10-K,
quarterly reports on Form 10-Q, any current reports on Form 8-K, and amendments
to those reports filed or furnished with the United States Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934. The reports are available as soon as reasonably
practicable after the Company electronically files such material with the
Commission and can be found under the Company website headings of Investor
Relations/ SEC Filings.
Item 2. Properties.
The following table sets forth certain information with respect to the
Company's principal operating properties used in the Company's two reportable
segments: aluminum and electrical products. All of the owned properties
collateralize borrowings under the Company's senior secured bank credit
facility.
Location Nature Segment Square Feet Status
-------- ------ ------- ----------- ------
Louisville, Kentucky Administrative offices Both 26,000 Leased
Lewisport, Kentucky Rolling mill and Aluminum 1,700,000 Owned
coating facility
Uhrichsville, Ohio Rolling mill Aluminum 285,000 Owned
Carson, California Rolling mill Aluminum 103,000 Owned
Bedford, Ohio Coating facility Aluminum 121,000 Leased
Torrance, California Coating facility Aluminum 60,000 Leased
Kings Mountain, Tube mill and Aluminum 100,000 Leased
North Carolina fabrication facility
Long Beach, Alflex administrative Electrical 154,000 Leased
California offices and Products
manufacturing facility
Rocky Mount, Alflex manufacturing Electrical 105,000 Owned
North Carolina facility and Products
distribution center
Item 3. Legal Proceedings.
The Company is a party to non-environmental legal proceedings and
administrative actions all of which are of an ordinary routine nature incidental
to the business. In the opinion of management such proceedings and actions
should not, individually or in the aggregate, have a material adverse effect on
the Company's consolidated financial condition, results of operations or cash
flows.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the
fourth quarter ended December 31, 2003.
Item E.O. Executive Officers of the Registrant.
The executive officers of the Company as of March 5, 2004 were:
Name Age Position with the Company
---- --- -------------------------
Mark V. Kaminski 48 President, Chief Executive Officer and Director
Patrick D. King 42 Executive Vice President and Chief Commercial
Officer
Donald L. Marsh, Jr. 57 Executive Vice President and Chief Financial
Officer
John J. Wasz 43 Executive Vice President and President Alflex
Henry Del Castillo 64 Vice President Finance
Gregory P. Givan 51 Vice President and Treasurer
Lenna Ruth Macdonald 41 Vice President, General Counsel and Secretary
William G. Toler 47 Vice President Supply Chain
William R. Witherspoon 58 Vice President Aluminum Operations
John F. Barron 52 Controller and Assistant Secretary
Mr. Kaminski joined the Company in 1987 as Marketing Manager. In 1989
he was promoted to Vice President of Operations and in 1991 he became President
and Chief Executive Officer. He is a director of Secat, Inc.
Mr. King joined the Company in June 2002. From 1998 to 2002 he was Vice
President Worldwide Product Marketing and Strategy for Lexmark International.
Prior to 1998 he held executive sales and marketing positions with Bausch and
Lomb and Micron Communications, Inc.
Mr. Marsh joined the Company in March 1996. From March 1996 to April
2002 he also held the position of Secretary of the Company. Prior to March 1996
he was Senior Vice President of Castle Energy Corporation.
Mr. Wasz joined the Company in 1985. From 1988 to 1991 he was Regional
Manager and from 1991 to 1993 he served as Distribution Marketing Manager. He
was promoted to Vice President, Marketing and Sales in December 1993. In March
1997, he moved to the position of Vice President, Materials and in November 1999
he held the position of Vice President Operations, Alflex. In June 2000, he
became Chief Operating Officer, Alflex and was promoted to his current position
in February 2002.
Mr. Del Castillo joined the Company in October 1997 as Alflex Business
Unit Controller and was elected to his present position in November 1999. From
1995 to 1997 he was Chief Financial Officer of Wherehouse Entertainment Inc., a
retail music and video chain undergoing financial restructuring. From 1981 to
1995 he served in a number of financial management positions, including Chief
Financial Officer, at Powerine Oil Company, an independent oil refiner.
Mr. Givan joined the Company in July 1997. From 1987 until 1997 he was
Second Vice President, Corporate Finance and Director, Corporate Finance and
Risk Management and Assistant Treasurer of Providian Corp., a financial services
company.
Ms. Macdonald joined the Company in August 1999 as Principal Legal
Counsel and Assistant Secretary and was elected Vice President, General Counsel
and Assistant Secretary in May 2000. In April 2002 she also was elected
Secretary of the Company. From December 1998 to 1999 she served as Real Estate
Counsel for Vencor, Inc. From 1993 to 1998 she held in-house counsel positions
with Bank One Corporation, including with its subsidiary Banc One New Hampshire
Asset Management Corporation as Assistant General Counsel and Litigation Group
Leader.
Mr. Toler rejoined the Company in August 2002. From 2000 to 2002 he was
Vice President with Smelter Service Corporation. He had been with the Company
from 1980 through 2000 holding various management and executive positions,
including Vice President Materials and Corporate Development from November 1999
to June 2000 and prior to that as Vice President Finance and Administration.
Mr. Witherspoon joined the Company in 1998 as Vice President Continuous
Cast and has served in his current position since January 2001. In 1997 he was
Plant Manager for Alcan's Louisville operation. From 1979 until 1997 he held
various management positions with Logan Aluminum, including Hot Mill Business
Unit Manager. Prior to 1979 he held various management positions with Anaconda
Company.
Mr. Barron joined the Company in February 1997. From 1986 to 1996 he
held the position of Senior Vice President and Assistant Comptroller of Bank One
Kentucky, N.A.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's Common Stock is traded on the Nasdaq National Market
under the symbol CMIN. On March 5, 2004, there were 163 holders of record of the
Company's Common Stock. The Company estimates that there were a total of 4,000
stockholders on that date, including beneficial owners. Prior to suspending the
Company's quarterly cash dividend during the third quarter of 2003, the Company
had paid quarterly cash dividends on its Common Stock of $0.05 per share since
becoming publicly owned in March 1995.
The following table sets out the high and low sales prices for the
Common Stock for each quarterly period indicated, as quoted in the Nasdaq
National Market:
2003 High Low
---- ---- ---
First Quarter $7.00 $4.41
Second Quarter 6.02 4.25
Third Quarter 5.37 4.33
Fourth Quarter 10.09 4.58
2002 High Low
---- ---- ---
First Quarter $7.48 $4.48
Second Quarter 8.11 5.89
Third Quarter 7.28 4.20
Fourth Quarter 7.04 4.41
The information required by Item 201(d) of Regulation S-K may be found
under the caption Executive Compensation--Equity Compensation Plan Information
in the Company's Proxy Statement dated March 26, 2004 for the Annual Meeting of
Stockholders to be held on April 23, 2004 (the "Proxy Statement") and is
incorporated herein by reference.
Item 6. Selected Financial Data.
The information captioned "Consolidated Selected Financial Data"
included on page 22 of the Company's annual report to stockholders for the year
ended December 31, 2003 is incorporated herein by reference. This information
sets forth selected consolidated statement of operations, operating and balance
sheet data for the years indicated. The financial information is derived from
the audited consolidated financial statements of the Company for such years.
This information should be read in conjunction with, and is qualified by
reference to, the consolidated financial statements of the Company and the notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" also incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The information captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included on pages 10 through 21
of the Company's annual report to stockholders for the year ended
December 31, 2003 is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information under the subcaption "Risk Management" included in the
information captioned "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included on pages 10 through 21 of the
Company's annual report to stockholders for the year ended December 31, 2003 is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements of the Company and
report of independent auditors included on pages 23 through 62 of the Company's
annual report to stockholders for the year ended December 31, 2003 are
incorporated herein by reference.
Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Comprehensive Income (Loss)
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Auditors
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the Company's management carried out an
evaluation, with the participation of the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures as of the end of the year ended December 31, 2003. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in its reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms.
(b) Changes in Internal Control over Financial Reporting
During the fourth quarter of 2003, the Company implemented a new
information systems platform for its aluminum business. Incomplete system
functionality, combined with training and systems integration deficiencies,
resulted in information gaps that inhibited effective internal controls over
financial reporting. Recognizing these deficiencies, during the fourth quarter
of 2003, the Company put in place a number of work-around procedures and
controls to counteract the effects of observed information gaps.
During the completion of the annual audit by the Company's independent
auditors, PricewaterhouseCoopers LLP, in February 2004, it became evident that
certain material items relating to fourth quarter 2003 transactions had not been
reported accurately in the Company's preliminary financial statements. The
previously implemented work-around procedures and controls established to
counteract the effect of observed information gaps associated with the new
systems implementation failed to adequately and timely detect all information
necessary to ensure the reliability of financial reporting within the new
information systems platform.
The Company believes that the detected failures to adequately and
timely detect all information necessary to ensure the reliability of financial
reporting noted herein are temporary, and has implemented greater systems
functionality, improved user training and more comprehensive controls over
work-around processes in order to address and correct these deficiencies.
Except as set forth above, there have not been any changes in the
Company's internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December
31, 2003 that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by Item 401 (other than paragraphs (b) and (h)
thereof), Item 405 and Item 406 of Regulation S-K may be found under the caption
Governance of the Company in the Proxy Statement and is incorporated herein by
reference. The information required by Item 401(h) of Regulation S-K may be
found under the caption Audit Committee Report in the Proxy Statement and is
incorporated herein by reference. The information required by Item 401(b) of
Regulation S-K may be found under Item E.O. above.
Item 11. Executive Compensation.
The information required by Item 402 of Regulation S-K may be found
under the caption Executive Compensation in the Proxy Statement and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by Items 201(d) and 403 of Regulation S-K may
be found under the captions Executive Compensation --Equity Compensation Plan
Information and Beneficial Ownership of Common Stock in the Proxy Statement and
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information required by Item 404 of Regulation S-K may be found
under the caption Governance of the Company --Compensation and Other
Transactions with Directors and under the caption Executive Compensation
- --Management Development and Compensation Committee Interlocks and Insider
Participation in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by Item 9(e) of Schedule 14A may be found
under the caption Relationship with Independent Public Accountants in the Proxy
Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) List of Financial Statements filed
The following consolidated financial statements of the Company and
report of independent auditors included in the Company's annual report to
stockholders for the year ended December 31, 2003 were incorporated by reference
in Part II, item 8 of this report:
Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Comprehensive Income (Loss)
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Auditors
(a) (2) List of Financial Statement Schedules filed
The following report of independent auditors and financial statement
schedule should be read in conjunction with the Company's consolidated financial
statements.
Supplemental Schedule II - Valuation and Qualifying Accounts is filed
on page 18 of this report.
Report of Independent Auditors on the Company's financial statement
schedule filed as a part hereof for the years ended December 31, 2003, 2002 and
2001 is filed on page 17 of this report.
Financial statement schedules other than listed above have been omitted
since they are either not required or not applicable or the information is
otherwise included.
(b) Reports on Form 8-K.
The following reports on Form 8-K were filed with the Securities and
Exchange Commission during the fourth quarter ended December 31, 2003:
A Form 8-K dated October 21, 2003 reporting the Company's results of
operations for the Third Quarter of 2003.
A Form 8-K dated December 22, 2003 reporting that the Company's Ohio
facilities had signed a new three-year labor contract.
(c) Exhibits
3.1 Restated Certificate of Incorporation, effective
April 18, 1997 (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997).
3.2 By-laws, dated April 17, 1997 (incorporated by
reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended
December 31,1999).
3.3 Stockholder Protection Rights Agreement, dated as of
March 6, 1996, including forms of Rights Certificate,
Election to Exercise and Certificate of Designation
and Terms of Participating Preferred Stock of the
Company (incorporated by reference to Exhibits (1),
(2) and (3) to the Company's Registration Statement
No. 0-25642 on Form 8-A).
10.1 Executive Incentive Compensation Plan, as amended
December 4, 1995 (incorporated by reference to
Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995).
10.2 Long-term Executive Incentive Compensation Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement No. 33-87924 on
Form S-1).
10.3 Cash Balance Plan (defined benefit pension plan
covering all non-bargaining unit employees of the
Company) (incorporated by reference to Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002).
10.4 401(k) Plan (defined contribution plan covering all
non-bargaining unit employees of the Company)
(incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002).
10.5 1995 Stock Incentive Plan, as amended and restated
April 23, 1999 (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999).
10.6 1997 Stock Incentive Plan, as amended and restated
April 23, 1999 (incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999).
10.6.1 Amendment, dated December 18, 2000, to 1997 Stock
Incentive Plan, as amended and restated April 23,
1999 (incorporated by reference to Exhibit 10.7.1 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 2000).
10.6.2 Amendment, dated May 5, 2003, to 1997 Stock Incentive
Plan, as amended and restated April 23, 1999
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003).
10.7 Form of Severance Agreements between the Company and
Mark V. Kaminski, Donald L. Marsh, Jr. and John J.
Wasz (incorporated by reference to Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1995).
10.7.1 Form of Severance Agreements between the Company and
Henry Del Castillo, Gregory P. Givan, Patrick D.
King, Lenna Ruth Macdonald, William G. Toler and
William R. Witherspoon (incorporated by reference to
Exhibit 10.7.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2002).
10.8 Third Amended and Restated Credit Agreement among the
Company, subsidiaries of the Company, the several
lenders from time to time parties thereto, and PNC
Bank, National Association, as administrative agent,
dated as of March 21, 2002 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002).
10.8.1 First Amendment, dated October 14, 2003, to Third
Amended and Restated Credit Agreement among the
Company, subsidiaries of the Company, the several
lenders from time to time parties thereto, and PNC
Bank, National Association, as administrative agent,
dated as of March 21, 2002 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003).
10.8.2 Second Amendment, dated February 2, 2004, effective
as of December 30, 2003, to Third Amended and
Restated Credit Agreement among the Company,
subsidiaries of the Company, the several lenders from
time to time parties thereto, and PNC Bank, National
Association, as administrative agent, dated as of
March 21, 2002.
10.9 Second Amended and Restated Pledge and Security
Agreement entered into by the Company and its
subsidiaries, collectively, in favor of PNC Bank,
National Association, as administrative agent, dated
as of March 21, 2002 (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002).
10.10 Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997).
10.11 First Amendment, dated May 12, 1998, to Receivables
Purchase Agreement among Commonwealth Financing
Corp., the Company, Market Street Funding Corporation
and PNC Bank, National Association, dated as of
September 29, 1997 (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000).
10.11.1 Second Amendment, dated September 25, 2000, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000).
10.11.2 Third Amendment, dated September 24, 2001, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001).
10.11.3 Fourth Amendment, dated as of April 12, 2002, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002).
10.11.4 Fifth Amendment, dated as of October 29, 2002, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003).
10.11.5 Sixth Amendment, dated as of June 3, 2003, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997.
10.11.6 Seventh Amendment, dated as of October 30, 2003, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997.
10.11.7 Eighth Amendment, dated as of February 20, 2004, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997.
10.12 Supply Agreement by and among Commonwealth Aluminum
Corporation, IMCO Recycling of Ohio Inc. and IMCO
Recycling Inc., effective as of April 1, 1999
(incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999).
10.13 Indenture dated as of September 20, 1996 between the
Company, the Subsidiary Guarantors named therein and
Harris Trust and Savings Bank, Trustee (incorporated
by reference to Exhibit 4.2 to the Company's
Registration Statement No. 333-13661 on Form S-4).
10.13.1 First Supplemental Indenture, dated as of November
12, 1996, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1996).
10.13.2 Second Supplemental Indenture, dated as of October
16, 1998, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
10.13.3 Third Supplemental Indenture, dated as of December
31, 1999, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.15.3 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1999).
10.13.4 Fourth Supplemental Indenture, dated as of December
31, 2000, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.15.4 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 2000).
13 Portions of the annual report to stockholders for
the year ended December 31, 2003 which are expressly
incorporated by reference in this filing.
14 Code of Ethics.
21 Subsidiaries.
23 Consent of PricewaterhouseCoopers LLP.
31 Rule 13a-14(a)/15d-14(a) Certifications
("Section 302 Certifications").
32 Section 1350 Certifications ("Section 906
Certifications").
Report of Independent Auditors on Financial Statement Schedule
Board of Directors
Commonwealth Industries, Inc.
Our audits of the consolidated financial statements referred to in our
report dated March 10, 2004 appearing in the 2003 Annual Report to
Stockholders of Commonwealth Industries, Inc. and subsidiaries (which report and
consolidated financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the consolidated financial
statement schedule listed in Item 15 (a) (2) of this Form 10-K. In our opinion,
this consolidated financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
March 10, 2004
Supplemental Schedule II
Commonwealth Industries, Inc.
Valuation and Qualifying Accounts
December 31, 2003, 2002 and 2001
(in thousands)
Additions
Balance at Charged to Charged to Balance at
Beginning Costs and Other End
Description of Period Expenses Accounts Deductions of Period
----------- --------- -------- -------- ---------- ---------
Allowance for uncollectible accounts
December 31, 2003 $1,103 $ 115 $ 545 $ 373 $1,390
December 31, 2002 $1,240 $ 721 $ 222 $1,080 $1,103
December 31, 2001 $2,930 $ 4,263 $ - $5,953 $1,240
Allowance for obsolete stores inventory
December 31, 2003 $1,490 $ 104 $ - $ - $1,594
December 31, 2002 $1,223 $ 267 $ - $ - $1,490
December 31, 2001 $1,203 $ 20 $ - $ - $1,223
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 on March 10, 2004.
COMMONWEALTH INDUSTRIES, INC.
By /s/ Mark V. Kaminski
---------------------------------------
Mark V. Kaminski, President 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:
Signature Title Date
--------- ----- ----
/s/ Paul E. Lego
- ------------------------------
Paul E. Lego Chairman of the Board March 10, 2004
/s/ Mark V. Kaminski
- ------------------------------
Mark V. Kaminski President, Chief Executive Officer and March 10, 2004
Director (Principal Executive Officer)
/s/ Catherine G. Burke
- ------------------------------
Catherine G. Burke Director March 10, 2004
/s/ Steven J. Demetriou
- ------------------------------
Steven J. Demetriou Director March 10, 2004
/s/ C. Frederick Fetterolf
- ------------------------------
C. Frederick Fetterolf Director March 10, 2004
/s/ Larry E. Kittelberger
- ------------------------------
Larry E. Kittelberger Director March 10, 2004
/s/ John E. Merow
- ------------------------------
John E. Merow Director March 10, 2004
/s/ Donald L. Marsh, Jr.
- ------------------------------
Donald L. Marsh, Jr. Executive Vice President and Chief Financial March 10, 2004
Officer (Principal Financial Officer)
/s/ Henry Del Castillo
- ------------------------------
Henry Del Castillo Vice President Finance March 10, 2004
(Principal Accounting Officer)
/s/ John F. Barron
- ------------------------------
John F. Barron Controller and Assistant Secretary March 10, 2004
Exhibit Index
-------------
Exhibit
Number Description
------- -----------
3.1 Restated Certificate of Incorporation, effective
April 18, 1997 (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997).
3.2 By-laws, dated April 17, 1997 (incorporated by
reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1999).
3.3 Stockholder Protection Rights Agreement, dated as of
March 6, 1996, including forms of Rights Certificate,
Election to Exercise and Certificate of Designation
and Terms of Participating Preferred Stock of the
Company (incorporated by reference to Exhibits (1),
(2) and (3) to the Company's Registration Statement
No. 0-25642 on Form 8-A).
10.1 Executive Incentive Compensation Plan, as amended
December 4, 1995 (incorporated by reference to
Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995).
10.2 Long-term Executive Incentive Compensation Plan
(incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement No. 33-87924 on
Form S-1).
10.3 Cash Balance Plan (defined benefit pension plan
covering all non-bargaining unit employees of the
Company) (incorporated by reference to Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002).
10.4 401(k) Plan (defined contribution plan covering all
non-bargaining unit employees of the Company)
(incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002).
10.5 1995 Stock Incentive Plan, as amended and restated
April 23, 1999 (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999).
10.6 1997 Stock Incentive Plan, as amended and restated
April 23, 1999 (incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999).
10.6.1 Amendment, dated December 18, 2000, to 1997 Stock
Incentive Plan, as amended and restated April 23,
1999 (incorporated by reference to Exhibit 10.7.1 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 2000).
10.6.2 Amendment, dated May 5, 2003, to 1997 Stock Incentive
Plan, as amended and restated April 23, 1999
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003).
10.7 Form of Severance Agreements between the Company and
Mark V. Kaminski, Donald L. Marsh, Jr. and John J.
Wasz (incorporated by reference to Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1995).
10.7.1 Form of Severance Agreements between the Company and
Henry Del Castillo, Gregory P. Givan, Patrick D.
King, Lenna Ruth Macdonald, William G. Toler and
William R. Witherspoon (incorporated by reference to
Exhibit 10.7.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2002).
10.8 Third Amended and Restated Credit Agreement among the
Company, subsidiaries of the Company, the several
lenders from time to time parties thereto, and PNC
Bank, National Association, as administrative agent,
dated as of March 21, 2002 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002).
10.8.1 First Amendment, dated October 14, 2003, to Third
Amended and Restated Credit Agreement among the
Company, subsidiaries of the Company, the several
lenders form time to time parties thereto, and PNC
Bank, National Association, as administrative agent,
dated as of March 21, 2002 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003).
10.8.2 Second Amendment, dated February 2, 2004, effective
as of December 30, 2003, to Third Amended and
Restated Credit Agreement among the Company,
subsidiaries of the Company, the several lenders form
time to time parties thereto, and PNC Bank, National
Association, as administrative agent, dated as of
March 21, 2002.
10.9 Second Amended and Restated Pledge and Security
Agreement entered into by the Company and its
subsidiaries, collectively, in favor of PNC Bank,
National Association, as administrative agent, dated
as of March 21, 2002 (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002).
10.10 Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997).
10.11 First Amendment, dated May 12, 1998, to Receivables
Purchase Agreement among Commonwealth Financing
Corp., the Company, Market Street Funding Corporation
and PNC Bank, National Association, dated as of
September 29, 1997 (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000).
10.11.1 Second Amendment, dated September 25, 2000, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000).
10.11.2 Third Amendment, dated September 24, 2001, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001).
10.11.3 Fourth Amendment, dated April 12, 2002, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002).
10.11.4 Fifth Amendment, dated as of October 29,2002, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997 (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003).
10.11.5 Sixth Amendment, dated as of June 3, 2003, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997.
10.11.6 Seventh Amendment, dated as of October 30, 2003, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997.
10.11.7 Eighth Amendment, dated as of February 20, 2004, to
Receivables Purchase Agreement among Commonwealth
Financing Corp., the Company, Market Street Funding
Corporation and PNC Bank, National Association, dated
as of September 29, 1997.
10.12 Supply Agreement by and among Commonwealth Aluminum
Corporation, IMCO Recycling of Ohio Inc. and IMCO
Recycling Inc., effective as of April 1, 1999
(incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999).
10.13 Indenture dated as of September 20, 1996 between the
Company, the Subsidiary Guarantors named therein and
Harris Trust and Savings Bank, Trustee (incorporated
by reference to Exhibit 4.2 to the Company's
Registration Statement No. 333-13661 on Form S-4).
10.13.1 First Supplemental Indenture, dated as of November
12, 1996, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1996).
10.13.2 Second Supplemental Indenture, dated as of October
16, 1998, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
10.13.3 Third Supplemental Indenture, dated as of December
31, 1999, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.15.3 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1999).
10.13.4 Fourth Supplemental Indenture, dated as of December
31, 2000, to Indenture dated as of September 20, 1996
(incorporated by reference to Exhibit 10.15.4 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 2000).
13 Portions of the annual report to stockholders for
the year ended December 31, 2003 which are expressly
incorporated by reference in this filing.
14 Code of Ethics.
21 Subsidiaries.
23 Consent of PricewaterhouseCoopers LLP.
31 Rule 13a-14(a)/15d-14(a) Certifications
("Section 302 Certifications").
32 Section 1350 Certifications ("Section 906
Certifications").