SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 30, 2001
KAISER VENTURES LLC
(Exact Name of Registrant as Specified in Charter)
Delaware 333-65194 33-0972983
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3633 E. Inland Empire Blvd., Ste. #850, Ontario California 91764
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 483-8500
Item 5. Other Events.
The merger of Kaiser Ventures Inc. ("Kaiser Inc.") into Kaiser Ventures LLC
("Kaiser LLC") became effective as of 11:59 P.M. on November 30, 2001, at which
time each share of Kaiser Inc. Common Stock was automatically converted into the
right to receive $10 in cash plus one Class A Membership Unit in Kaiser LLC.
Kaiser Inc. Common Stock stopped trading on the NASDAQ Stock Market as of
midnight on November 30, 2001. The merger was approved by Kaiser Inc.'s
stockholders at Kaiser Inc.'s annual meeting of stockholders held on November
28, 2001. To receive the cash and Class A Units, Kaiser Inc. stockholders of
record must submit their stock certificates and a Letter of Transmittal,
appropriately completed, to ACS Securities Services, Inc., Kaiser LLC's transfer
agent. Stockholders can review and download the Letter of Transmittal, related
transmittal instructions and a set of frequently asked questions from Kaiser
Inc.'s website "www.kaiserventures.com." In addition, Kaiser Inc. will mail a
Letter of Transmittal, related transmittal instructions and a set of frequently
asked questions to stockholders of record as of the closing of the stock
transfer books on December 5, 2001.
The information contained in this Current Report on Form 8-K is summary in
nature and stockholders should review the Letter of Transmittal and related
instructions for more detailed instructions on how to receive their cash and
Class A Units. The press release announcing the effectiveness of the merger by
Kaiser Inc.'s stockholders is attached as Exhibit 99 to this Current Report on
Form 8-K.
2
SIGNATURES
Pursuant 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 hereunto duly authorized.
KAISER VENTURES LLC
Dated: December 4, 2001 By:/s/ Richard E. Stoddard
--------------------------------
Richard E. Stoddard
President and Chief Executive Officer
3
Exhibit Index
-------------
No. Document
- --- --------
99 Press Release Announcing that the Merger of Kaiser Ventures Inc.
into Kaiser Ventures LLC was Effective as of November 30, 2001.