SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 18, 2012 (December 12, 2012)
ALERIS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
25825 Science Park Drive, Suite 400, Cleveland, Ohio 44122
(Address of Principal Executive Offices, including Zip Code)
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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:
On December 12, 2012, Aleris Corporation, a Delaware corporation (the Parent), Aleris International, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the Company), the subsidiary guarantors (the Subsidiary Guarantors), and U.S. Bank National Association, as trustee (the Trustee), entered into (i) the First Supplemental Indenture (the 2018 First Supplemental Indenture) to the Indenture, dated as of February 9, 2011, with respect to the Companys 7 5/8% Senior Notes due 2018 (the 2018 Notes), among the Company, the Subsidiary Guarantors and the Trustee (the 2018 Indenture) and (ii) the First Supplemental Indenture (together, with the 2018 First Supplemental Indenture, the Supplemental Indentures) to the Indenture, dated as of October 23, 2012, with respect to the Companys 7 7/8% Senior Notes due 2020 (together with the 2018 Notes, the Notes), among the Company, the Subsidiary Guarantors and the Trustee (the 2020 Indenture and, together with the 2018 Indenture, the Indentures). The Supplemental Indentures provide for the full and unconditional guarantee by the Parent of the Notes issued under the Indentures.
The foregoing descriptions above do not purport to be complete and are qualified in their entirety by reference to the full texts of the Supplemental Indentures, which are filed as Exhibit 4.9 and Exhibit 4.10 to Aleris International, Inc.s Registration Statement on Form S-4 (333-185443), and are incorporated herein by reference.
The Company has been filing annual, quarterly and current reports with the U.S. Securities and Exchange Commission (the SEC) pursuant to the terms of the Indentures and in accordance with the Securities Exchange Act of 1934 (the Exchange Act). The informational requirements of the Indentures and the Exchange Act permit the Parent, as the Companys parent, to satisfy the Companys reporting obligations under the Indentures and the Exchange Act by reporting at the Parents level on a consolidated basis. As a result of the guarantees by the Parent of the Notes issued under the Indentures, the Company will no longer file reports and other information with the SEC. Effective immediately, the Parent will file all reports and other information with the SEC to satisfy the Companys reporting obligations under the Indentures and the Exchange Act.
The disclosures above under Item 1.01 of this Current Report are also responsive to Item 2.03 of this Current Report and are hereby incorporated by reference into this Item 2.03.
The disclosures above under Item 1.01 of this Current Report are also responsive to Item 3.03 of this Current Report and are hereby incorporated by reference into this Item 3.03.
According to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.