SEC Comment Letter for CENTURY ALUMINUM CO (CENX) (CIK 0000949157) (CENX) — Sep 27, 2013
CENTURY ALUMINUM CO (CENX) (CIK 0000949157)
Date: Sept. 27, 2013 · CIK: 0000949157 · Accession: 0000000000-13-053528
AI Filing Summary & Sentiment
Letter
September 27 , 2013 Via E -mail Michael A. Bless President and Chief Executive Officer Century Aluminum Company 2511 Garden Road Building A, Suite 200 Monterey, California 93940
Re: Century Aluminum Company Form 10 -K for Fiscal Year Ended December 31, 2012 Filed March 18, 2013 Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2012 Filed April 30, 2013 File No. 1 -34474
Dear Mr. Bless:
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comment s. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this juncture, we are asking you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information, or by advising us whe n you will provide the requested response. If you do not believe our comments applies to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments , we may have additiona l comments.
General
1. You disclose on page 4 of the 10 -K that in 2012 you derived approximately 85% of your consolidated sales from your three major customers, including Glencore International. On page 32 of your amended Form 10 -K you disclose that Glenco re AG owns 41.76% of your common stock. We are aware of articles published in April and May 2013 indicating that, ending in October 2012, Glencore traded alumina to Iran; that alumina is an important material in gas centrifuges used to enrich uranium; and that some of this alumina ended up in the hands of Iranian Aluminum Company, a supplier of alumina to Iran Centrifuge Technology Company ("Tesa"). Tesa is included on the list of Specially
Michael A. Bless Century Aluminum Company September 27, 2013 Page 2
Designated Nationals maintained by the Department of Treasury's O ffice of Foreign Asset Control because of activity related to the enrichment of uranium. Iran is designated by the State Department as a state sponsor of terrorism and is subject to U.S. economic sanctions and export controls. Please discuss for us the p otential for Glencore’s transactions with Iran to have an adverse impact upon your reputation and share value.
2. The April and May articles also discuss trades of alumina to Iran by Trafigura, a company you identify on page 9 of your 10 -K as the supplier of substantially all of the alumina used at your Mt. Holly facility. Please also discuss for us the potential for Trafigura’s transactions with Iran to have an adverse impact upon your reputation and share value.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments , please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not a ssert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Michael A. Bless Century Aluminum Company September 27, 2013 Page 3
Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Show Raw Text
September 27 , 2013
Via E -mail
Michael A. Bless
President and Chief Executive Officer
Century Aluminum Company
2511 Garden Road
Building A, Suite 200
Monterey, California 93940
Re: Century Aluminum Company
Form 10 -K for Fiscal Year Ended December 31, 2012
Filed March 18, 2013
Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2012
Filed April 30, 2013
File No. 1 -34474
Dear Mr. Bless:
We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comment s. Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues. At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within ten business days by providing the requested
information, or by advising us whe n you will provide the requested response. If you do not
believe our comments applies to your facts and circumstances, please tell us why in your
response.
After reviewing the information you provide in response to these comments , we may
have additiona l comments.
General
1. You disclose on page 4 of the 10 -K that in 2012 you derived approximately 85% of your
consolidated sales from your three major customers, including Glencore International.
On page 32 of your amended Form 10 -K you disclose that Glenco re AG owns 41.76% of
your common stock. We are aware of articles published in April and May 2013
indicating that, ending in October 2012, Glencore traded alumina to Iran; that alumina is
an important material in gas centrifuges used to enrich uranium; and that some of this
alumina ended up in the hands of Iranian Aluminum Company, a supplier of alumina to
Iran Centrifuge Technology Company ("Tesa"). Tesa is included on the list of Specially
Michael A. Bless
Century Aluminum Company
September 27, 2013
Page 2
Designated Nationals maintained by the Department of Treasury's O ffice of Foreign
Asset Control because of activity related to the enrichment of uranium. Iran is designated
by the State Department as a state sponsor of terrorism and is subject to U.S. economic
sanctions and export controls. Please discuss for us the p otential for Glencore’s
transactions with Iran to have an adverse impact upon your reputation and share value.
2. The April and May articles also discuss trades of alumina to Iran by Trafigura, a
company you identify on page 9 of your 10 -K as the supplier of substantially all of the
alumina used at your Mt. Holly facility. Please also discuss for us the potential for
Trafigura’s transactions with Iran to have an adverse impact upon your reputation and
share value.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In responding to our comments , please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not a ssert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Michael A. Bless
Century Aluminum Company
September 27, 2013
Page 3
Please contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -3470
if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Cecilia Blye, Chief
Office of Global Security Risk
cc: John Reynolds
Assistant Director
Division of Corporation Finance
Jesse E. Gary
Executive Vice President, General Counsel and Secretary
Century Aluminum Company