SC 13G 1 sch13g.txt SCHEDULE 13G OMB APPROVAL -------------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response ................11 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 KAISER ALUMINUM CORPORATION (Name of Issuer) Common Stock, $.01 Par Value Per Share (Title of Class of Securities) 483007704 (CUSIP Number) July 6, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) _ Rule 13d-1(c) _ Rule 13d-1(d) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (3-06) Page 2 of 5 ------ ------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). VEBA for Retirees of Kaiser Aluminum ------ ------------------------------------------------- ---------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _ (See Instructions) (b) X --------- --------------------------------------------------------------------- 3 SEC USE ONLY --------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania ------------------------ ------- ---------------------------------------------- 5 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY OWNED BY EACH: REPORTING PERSON WITH: ------- ---------------------------------------------- 6 SHARED VOTING POWER None ------- ---------------------------------------------- 7 SOLE DISPOSITIVE POWER None ------- ---------------------------------------------- 8 SHARED DISPOSITIVE POWER None ------------------------ ------- ---------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,809,900 shares --------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) --------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 44.0% --------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) EP --------- --------------------------------------------------------------------- Page 3 of 5 Item 1(a) Name of Issuer Kaiser Aluminum Corporation Item 1(b) Address of Issuer's Principal Executive Offices 27422 Portola Parkway, Suite 350 Foothill Ranch, California 92610-2831 Item 2(a) Name of Person Filing VEBA for Retirees of Kaiser Aluminum Item 2(b) Address of Principal Business Office or, if none, Residence c/o National City Bank, as Trustee for Kaiser VEBA Trust 20 Stanwix Street Locator 46-25162 Pittsburgh, PA 15222 Item 2(c) Citizenship Commonwealth of Pennsylvania Item 2(d) Title of Class of Securities Common Stock, $.01 Par Value Per Share Item 2(e) CUSIP Number 483007704 Item 3 If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); X (f) An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Item 4 Ownership (a) Amount beneficially owned: 8,809,900 shares (b) Percent of class: 44.0% (c) Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5 Ownership of Five Percent or Less of a Class Not Applicable Item 6 Ownership of More than Five Percent on Behalf of another Person Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8 Identification and Classification of Members of the Group Not Applicable Item 9 Notice of Dissolution of Group Not Applicable Item 10 Certification By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. National City Bank, as Trustee for Kaiser VEBA Trust Date: July 21, 2006 By: /s/ Gary Chontos ------------- -------------------------------- Gary Chontos, Director, Client Service