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CUSIP
No. 156431 10 8
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore
AG
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
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6.
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Citizenship
or Place of Organization
Switzerland
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole
Voting Power
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8.
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Shared
Voting Power
11,704,807
shares
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9.
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Sole
Dispositive Power
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10.
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Shared
Dispositive Power
11,704,807
shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11,704,807
shares
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
n/a
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13.
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Percent
of Class Represented by Amount in Row (11)
28.6%
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 156431 10 8
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|||
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore
International AG
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||
|
(a)
|
o
|
||
|
(b)
|
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions)
AF
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||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
|
|
|
8.
|
Shared
Voting Power
11,704,807
shares
|
||
|
9.
|
Sole
Dispositive Power
|
||
|
10.
|
Shared
Dispositive Power
11,704,807
shares
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,704,807
shares
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
n/a
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
28.6%
|
||
|
14.
|
Type
of Reporting Person (See Instructions)
CO,
HC
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CUSIP
No. 156431 10 8
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1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). Glencore
Holding AG
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||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
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||
|
(a)
|
o
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||
|
(b)
|
o
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||
|
3.
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SEC
Use Only
|
||
|
4.
|
Source
of Funds (See Instructions)
AF
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||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
||
|
6.
|
Citizenship
or Place of Organization
Switzerland
|
||
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
|
|
|
8.
|
Shared
Voting Power
11,704,807
shares
|
||
|
9.
|
Sole
Dispositive Power
|
||
|
10.
|
Shared
Dispositive Power
11,704,807
shares
|
||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,704,807
shares
|
||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
n/a
|
||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
28.6%
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||
|
14.
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Type
of Reporting Person (See Instructions)
CO,
HC
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Explanatory
Note:
This
is the second amendment ("Amendment
No. 2")
to the statement on Schedule 13D originally filed by Glencore AG,
Glencore
International AG and Glencore Holding AG (collectively, the "Reporting
Persons")
with the Securities and Exchange Commission on April 12, 2001, and
amended
on May 25, 2004, relating to the common stock, par value $0.01 per
share
("Common
Stock")
of Century Aluminum Company (the "Company").
The information set forth in this Amendment No. 2 reflects the acquisition
by the Reporting Persons of 2,384,718 shares of Common Stock in the
Company's registered public offering that closed on June 13, 2007.
Unless
otherwise indicated herein, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the original
Schedule 13D, as amended through the date hereof (the “Schedule
13D”).
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Item
2.
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Identity and Background | |
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Item
2 of the Schedule 13D is hereby amended by replacing Schedule
I
referenced therein with Schedule
I
to
this Amendment No. 2.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Item
3 of the Schedule 13D is hereby amended by adding the following at
the end
thereof:
Glencore
AG acquired an additional 2,384,718 shares of Common Stock in a registered
public offering of the Company’s Common Stock that closed on June 13,
2007. The shares were acquired at the public offering price of $52.50
per
share. The consideration paid by Glencore AG for the 2,384,718 shares
of
Common Stock it acquired was $125,197,695 in cash, which was obtained
from
its internal working capital.
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Item
4.
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Purpose
of Transaction
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Item
4 of the Schedule 13D is hereby amended and restated to read in its
entirety as follows:
The
Reporting Persons intend to hold the shares of the Company's Common
Stock
for investment purposes. The Reporting Persons may acquire additional
shares of the Company's Common Stock from time to time in open market
or
in privately negotiated transactions, provided such acquisition is
on
terms deemed favorable by the Reporting Persons. Alternatively, the
Reporting Persons may, from time to time, sell all or a portion of
the
shares of Common Stock in open market or in privately negotiated
transactions, provided such sales are on terms deemed favorable to
the
Reporting Persons.
The
Reporting Persons have no plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities
of
the issuer, or the disposition of securities of the issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the Company or any of its subsidiaries; (c)
a sale
or transfer of a material amount of assets of the Company or of any
of its
subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change
the
number or term of directors or to fill any existing vacancies on
the
board; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which
may
impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from
a
national securities exchange or to cease to be authorized to be quoted
in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of
the Act; or (j) any action similar to any of those enumerated in
(a)
through (i) above.
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Item
5.
Interest
in Securities of the Issuer
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Item
5 of the Schedule 13D is hereby amended and restated to read in its
entirety as follows:
(a)
The Reporting Persons beneficially own an aggregate of
11,704,807 shares
of Common Stock, or 28.6% of the shares of Common Stock deemed
outstanding. The aggregate number and percentage of shares of Common
Stock
beneficially owned by each person (other than the Reporting Persons)
named
in Item 2 is set forth opposite his respective name on Schedule
I
hereto. The beneficial ownership percentages set forth herein and
on
Schedule
I
hereto are based on the 40,973,805 shares of Common Stock reported
outstanding at October 31, 2007 in the Company's most recent quarterly
report of Form 10-Q filed with the Securities and Exchange Commission
on
November 9, 2007.
(b)
The Reporting Persons share the power to vote or to direct the vote
and
dispose or to direct the disposition of 11,704,807 shares
of Common Stock. To the best knowledge of the Reporting Persons,
each
person (other than the Reporting Persons) named in Item 2 has the
sole
power to vote or to direct the vote and dispose or to direct the
disposition of the number of shares of Common Stock set forth opposite
his
name on Schedule
I
hereto.
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Nature
of Transaction
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Date
of Transaction
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Number
of Shares
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Price
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Sale
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9/6/2007
|
260
|
$52.07
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Sale
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9/10/2007
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1,802
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$49.07
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Sale
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9/11/2007
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22,938
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$49.06
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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To
the best knowledge of the Reporting Persons, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise)
among
the persons named in Item 2 and between such persons and any person
with
respect to any securities of the Company, including but not limited
to
transfer or voting of any securities of the Company, finder's fees,
joint
ventures, loan or option arrangements, puts or calls, guarantees
of
profits, division of profits or loss, or the giving or withholding
of
proxies.
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Item
7.
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Material
to Be Filed as Exhibits
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1. Joint
Filing Agreement (filed herewith).
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Date:
November 15, 2007
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Name
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Principal
Occupation
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Business
Address
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Share
Ownership
|
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Willy
R. Strothotte
(Citizen
of Germany)
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Chairman
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24,000
shares of Common Stock which includes 24,000 shares which are subject
to
options presently exercisable or exercisable within 60 days, representing
.058% of the Company’s outstanding Common Stock.
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Ivan
Glasenberg
(Citizen
of Australia)
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Chief
Executive Officer
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Andreas
P. Hubmann
|
Officer
of Glencore International AG -
Accounting
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Steven
F. Kalmin
(Citizen
of Australia)
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Officer
of Glencore International AG -
Accounting
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Zbynek
E. Zak
|
Non-Executive
Director
|
Buetzenweg
16
CH-6300
Zug
Switzerland
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Directors
of Glencore International AG:
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Name
|
Principal
Occupation
|
Business
Address
|
Share
Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
24,000
shares of Common Stock which includes 24,000 shares which are subject
to
options presently exercisable or exercisable within 60 days, representing
.058% of the Company’s outstanding Common Stock.
|
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|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
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Zbynek
E. Zak
|
Non-Executive
Director
|
Buetzenweg
16
CH-6300
Zug
Switzerland
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Peter
A. Pestalozzi
|
Attorney,
Pestalozzi
Lachenal
Patry
|
Loewenstrasse
1 CH-8001 Zurich, Switzerland
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Craig
A. Davis
(Citizen
of the US)
|
Chairman
of the Board of the Company
|
2511
Garden Road, Bldg. A, Suite 200, Monterey, California
93940
|
87,243.76 shares
of Common Stock which includes 4,786.76 shares held by a 401(K) trustee
and 6,000 shares which are subject to options presently exercisable
or
exercisable within 60 days, representing .21% of the Company’s outstanding
Common Stock.
|
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Directors
of Glencore Holding AG:
|
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|
Name
|
Principal
Occupation
|
Business
Address
|
Share
Ownership
|
|
Willy
R. Strothotte
(Citizen
of Germany)
|
Chairman
|
24,000
shares of Common Stock which includes 24,000 shares which are subject
to
options presently exercisable or exercisable within 60 days, representing
.058% of the Company’s outstanding Common Stock.
|
|
|
Ivan
Glasenberg
(Citizen
of Australia)
|
Chief
Executive Officer
|
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|
Zbynek
E. Zak
|
Non-Executive
Director
|
Buetzenweg
16
CH-6300
Zug
Switzerland
|
|
|
Peter
A. Pestalozzi
|
Attorney,
Pestalozzi
Lachenal
Patry
|
Loewenstrasse
1 CH-8001 Zurich, Switzerland
|
|
|
Craig
A. Davis
(Citizen
of the US)
|
Chairman
of the Board of the Company
|
2511
Garden Road, Bldg. A
Suite
200, Monterey
California
93940
|
87,243.76 shares
of Common Stock which includes 4,786.76 shares held by a 401(K) trustee
and 6,000 shares which are subject to options presently exercisable
or
exercisable within 60 days, representing .21% of the Company’s outstanding
Common Stock.
|
|
Andreas
P. Hubmann
|
Officer
of Glencore International AG -
Accounting
|
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