UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________________________
FORM
8-K
___________________________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
___________________________________
November
12, 2008
Date of
Report (Date of Earliest Event Reported)
___________________________________
ALERIS
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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1-7170
(Commission
File Number)
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75-2008280
(I.R.S.
Employer Identification No.)
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25825
Science Park Drive, Suite 400
Beachwood,
Ohio
(Address
of principal executive offices)
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44122
(Zip
Code)
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Registrant’s
telephone number, including area code: (216) 910-3400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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o
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Pre-commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01.
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Regulation
FD Disclosure
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On
November 12, 2008, as a means to increase liquidity and given the economic
uncertainty, Aleris International, Inc. (“Aleris”) announced its intention to
make a permitted election under the indenture governing its 9%/9¾% Senior Notes
due 2014 (the “Notes”) to pay all interest under the Notes that is due on June
15, 2009, for the interest period beginning on December 15, 2008 and ending on
June 14, 2009, entirely in kind (“PIK Interest”). This option will save $27
million in cash in the first half of 2009.
The
information contained in this Current Report on Form 8-K is being furnished and
shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. Furthermore, the information contained in this
Current Report on Form 8-K shall not be deemed to be incorporated by reference
into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended.
The
information contained in this Current Report on Form 8-K contains certain
forward-looking statements made pursuant to the safe harbor provision of the
Private Securities Litigation Reform Act of 1995. These include statements that
contain words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,”
“should” and similar expressions intended to connote future events and
circumstances, and include statements regarding future actual and adjusted
earnings; future improvements in margins, processing volumes and pricing;
overall 2008 operating performance; anticipated effective tax rates; expected
cost savings; success in integrating and anticipated synergies resulting from
Aleris’s recent acquisitions, including the acquisition of the downstream
aluminum businesses of Corus Group plc; its future growth; the anticipated
economic environment in 2008; and future benefits from acquisitions and new
products. Investors are cautioned that all forward-looking statements involve
risks and uncertainties, and that actual results could differ materially from
those described in the forward-looking statements. These risks and uncertainties
would include, without limitation, Aleris’s levels of indebtedness and debt
service obligations; its ability to effectively integrate the business and
operations of its acquisitions; further slowdowns in automotive production in
the U.S. and Europe; the financial condition of Aleris’s customers and future
bankruptcies and defaults by major customers; the availability at favorable cost
of aluminum scrap and other metal supplies that Aleris processes; the ability of
Aleris to enter into effective metals, natural gas and other commodity
derivatives; continued increases in natural gas and other fuel costs of Aleris;
a weakening in industrial demand resulting from a decline in U.S. or world
economic conditions, including any decline caused by terrorist activities or
other unanticipated events; future utilized capacity of Aleris’s various
facilities; a continuation of building and construction customers and
distribution customers reducing their inventory levels and reducing the volume
of Aleris’s shipments; restrictions on and future levels and timing of capital
expenditures; retention of Aleris’s major customers; the timing and amounts of
collections; currency exchange fluctuations; future write-downs or impairment
charges which may be required because of the occurrence of some of the
uncertainties listed above; the difficult conditions in the capital, credit,
commodities, automobile and housing markets and in the current economy; and
other risks listed in Aleris’s filings with the Securities and Exchange
Commission (the “SEC”), including but not limited to Aleris’s annual report on
Form 10-K for the fiscal year ended December 31, 2007, and quarterly report on
Form 10-Q for the quarter ended September 30, 2008 to be filed with the SEC,
particularly the section entitled “Risk Factors” contained therein.
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: November
12, 2008
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Aleris International,
Inc. |
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By:
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/s/ Scott
A. McKinley |
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Scott
A. McKinley |
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Senior
Vice President and Controller |
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