As filed with the Securities and Exchange Commission on
July 6, 2006.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
KAISER ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610-2831
(949) 614-1740
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common stock, par value $.01 per share*
(Title of each class of securities covered by this Form)
Common stock, par value $.01 per share*
(Title of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to
terminate or suspend the duty to file reports:
Approximate number of holders of record as of the certification or notice date: None
Pursuant to the requirements of the Securities Exchange Act of 1934, Kaiser Aluminum Corporation
has caused this certification/notice to be signed on its behalf by the undersigned duly authorized
person.
*On
July 6, 2006 (the
“Effective Date”), the Second Amended Joint
Plan of Reorganization of Kaiser
Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor
Affiliates, dated
September 7, 2005, as modified and as confirmed by an order of the United States
Bankruptcy Court for the District of Delaware entered on
February 6, 2006, which confirmation order
was affirmed by an order of the United States District Court for the District of Delaware entered
on
May 11, 2006 (the
“Plan”), became effective. Pursuant to the Plan, on the Effective Date: (1)
the common stock, par value $0.01 per share, of Kaiser Aluminum Corporation (
“KAC”) issued and
outstanding immediately prior to the Effective Date (the
“Old Common Stock”) was cancelled without
consideration; (2) the
certificate of incorporation of KAC was amended and restated in its
entirety; and (3) the common stock, par value $0.01 per share, of KAC (the
“New Common Stock”) was
issued for distribution in accordance with the Plan. As a result of the amendment and restatement
of
the Company’s
certificate of incorporation, the rights of holders of the New Common Stock will
be substantially different than the rights of holders of the Old Common Stock and, consequently,
the New Common Stock may be deemed to be a different class of securities than the Old Common Stock.
Accordingly,
the Company has filed a Form 8-A to register the New Common Stock under Section
12
[(g)] of the Securities Exchange Act of 1934 (the
“Exchange Act”) and is filing this Form 15 to
terminate the registration of the Old Common Stock under Section 12(g) of the Exchange Act and
suspend its duty to file reports under Section 13 and 15(d) of the Exchange Act in connection with
the Old Common Stock.
