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
___________________________________
February
12, 2009
Date of
Report (Date of Earliest Event Reported)
___________________________________
ALERIS
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
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
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
7.01. Regulation FD.
On
February 12, 2009, Aleris International, Inc. (the “Company”) issued a press
release announcing that it and substantially all of its U.S. subsidiaries have
filed voluntary petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware in Wilmington, Delaware. A copy of that press release is attached
hereto as Exhibit 99.1.
The
information contained in this Current Report on Form 8-K, including the exhibit
attached hereto, 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, including the exhibit
attached hereto, 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 and on Exhibit 99.1
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 and earnings per share; future improvements in margins,
processing volumes and pricing; overall 2008 operating performance; anticipated
higher adjusted effective tax rates; expected cost savings; success in
integrating the Company’s recent acquisitions, including the acquisition of the
downstream aluminum businesses of Corus Group plc; its future growth; the
economic environment in 2009; future benefits from acquisitions and new
products; expected benefits from changes in the industry landscape; and
anticipated synergies resulting from the Company’s acquisitions. 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, the Company’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 the Company’s customers and future bankruptcies and
defaults by major customers; the availability at favorable cost of aluminum
scrap and other metal supplies that the Company processes; the ability of the
Company to enter into effective metals, natural gas and other commodity
derivatives; continued increases in natural gas and other fuel costs of the
Company; 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 the Company’s various
facilities; a continuation of building and construction customers and
distribution customers reducing their inventory levels and reducing the volume
of the Company’s shipments; restrictions on and future levels and timing of
capital expenditures; retention of the Company’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; and other risks listed in the Company’s filings
with the Securities and Exchange Commission (the “SEC”), including but not
limited to the Company’s annual report on Form 10-K for the fiscal year ended
December 31, 2007 and quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2008, particularly the sections entitled “Risk Factors” contained
therein. The forward looking statements contained in this report and on such
exhibit are made only as of the date hereof. We do not assume any obligation to
update any of these forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1
Press Release, dated February 12, 2009, issued by Aleris
International, Inc.
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: February
12, 2009
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Aleris
International, Inc.
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By:
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/s/
Sean M.
Stack
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Sean
M. Stack
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Executive
Vice President
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EXHIBIT INDEX
Exhibit
No. Description
99.1
Press Release, dated February 12, 2009, issued by Aleris
International, Inc.