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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997
REGISTRATION NO. 333-31735
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
STEEL DYNAMICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
INDIANA 3312 35-1929476
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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4500 COUNTY ROAD 59
BUTLER, INDIANA 46721
(219) 868-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KEITH E. BUSSE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STEEL DYNAMICS, INC.
4500 COUNTY ROAD 59
BUTLER, INDIANA 46721
(219) 868-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
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ROBERT S. WALTERS, ESQ. JOHN MORRISON, ESQ.
BARRETT & MCNAGNY SHEARMAN & STERLING
215 EAST BERRY STREET 599 LEXINGTON AVENUE
FORT WAYNE, INDIANA 46802 NEW YORK, NEW YORK 10022
(219) 423-9551 (212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED OFFERING PRICE(1) FEE
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Common Stock, $.01 par value.............................. $254,178,750 $77,023.86(2)
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a).
(2) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Butler,
Indiana, on this 22nd day of July, 1997.
STEEL DYNAMICS, INC.
By: /s/ TRACY L. SHELLABARGER
------------------------------------
Tracy L. Shellabarger
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURES TITLE DATE
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* President & Chief Executive Officer July 22, 1997
- ------------------------------------------ and Director (Principal Executive
Keith E. Busse Officer)
/s/ TRACY L. SHELLABARGER Vice President & Chief Financial July 22, 1997
- ------------------------------------------ Officer and Director (Principal
Tracy L. Shellabarger Financial and Accounting Officer)
* Vice President of Melting and July 22, 1997
- ------------------------------------------ Casting and Director
Mark D. Millett
* Vice President of Rolling and July 22, 1997
- ------------------------------------------ Finishing and Director
Richard P. Teets, Jr.
Director
- ------------------------------------------
Paul B. Edgerley
Director
- ------------------------------------------
William D. Strittmatter
* Director July 22, 1997
- ------------------------------------------
Leonard Rifkin
* Director July 22, 1997
- ------------------------------------------
John C. Bates
Director
- ------------------------------------------
William Laverack, Jr.
Director
- ------------------------------------------
Jurgen Kolb
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* By: /s/ TRACY L. SHELLABARGER
--------------------------------------------------
Tracy L. Shellabarger
Attorney-in-Fact
II-7
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
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1.1+ Form of Underwriting Agreement. .........................................
3.1a Amended and Restatement Articles of Incorporation of Steel Dynamics, Inc.
Filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1,
SEC File No. 333-12521, effective November 21, 1996 ("1996 Form S-1") and
incorporated by reference herein. .......................................
3.1b Articles of Incorporation of Iron Dynamics, Inc. Filed as Exhibit 3.1b to
the Registrant's 1996 Annual Report on Form 10-K, SEC File No. 0-21719
("1996 Form 10-K"), filed March 31, 1997, and incorporated by reference
herein. .................................................................
3.2a Bylaws of Steel Dynamics, Inc. Filed as Exhibit 3.2 to the Registrant's
1996 Form S-1 and incorporated by reference herein. .....................
5.1 Legal Opinion of Barrett & McNagny. .....................................
10.1a Amended and Restated Credit Agreement between Steel Dynamics, Inc. and
Mellon Bank, N.A., et al., dated July 9, 1997. ..........................
10.2 Loan Agreement between Indiana Development Finance Authority and Steel
Dynamics, Inc. re Taxable Economic Development Revenue bonds, Trust
Indenture between Indiana Development Finance Authority and NBD Bank,
N.A., as Trustee re Loan Agreement between Indiana Development Finance
Authority and Steel Dynamics, Inc. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein. .................................................................
10.3 Contract for electric service between Steel Dynamics, Inc. and American
Electric Power Company. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein. ........
10.4 Industrial Gasses Supply Agreement Between Steel Dynamics, Inc. and Air
Products and Chemicals, Inc. dated August 5, 1994. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.5 Interruptible Gas Supply Contract between Steel Dynamics, Inc. and
Northern Indiana Trading Co. dated February 27, 1995. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.6 Gas Services Agreement between Steel Dynamics, Inc. and Northern Indiana
Fuel & Light Company, Inc. dated April 3, 1995. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.7 Gas Services Agreement between Steel Dynamics, Inc. and Northern Indiana
Trading Co. dated April 3, 1995. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein. .................................................................
10.8 Gas Services Agreement between Steel Dynamics, Inc. and Crossroads
Pipeline Company dated April 3, 1995. Filed as the identically numbered
exhibit to the Company's 1996 Form S-1 and incorporated by reference
herein. .................................................................
10.9 Panhandle Eastern Pipeline Agreement dated July 22, 1996. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.10 Natural Gas Purchase Agreement between Steel Dynamics, Inc. and PanEnergy
Trading and Market Services, Inc. dated August 8, 1996. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
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EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
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10.11 Agreement for Wastewater Services between the City of Butler, Indiana and
Steel Dynamics, Inc. dated September 5, 1995. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.12 Slag Processing Agreement between Steel Dynamics, Inc. and Butler Mill
Service Company dated February 3, 1995. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein. .................................................................
10.13 Agreement to provide Scrap Purchasing Services between Steel Dynamics,
Inc. and OmniSource Corporation dated October 29, 1993. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.14 Purchasing Agreement between Steel Dynamics, Inc. and Heidtman Steel
Products, Inc. dated October 29, 1993. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein. .................................................................
10.15 Iron Carbide Off Take Agreement between Steel Dynamics, Inc. and
Qualitech Steel Corporation dated June 29, 1996. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.16 Purchasing, Domestic Sales and Export Distribution Agreement between
Steel Dynamics, Inc. and Preussag Stahl AG dated December 14, 1995. Filed
as the identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.17 Reciprocal Patent and Technical Information Transfer and License
Agreement between Steel Dynamics, Inc. and Preussag Stahl AG dated
December 14, 1995. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein. ........
10.18 1994 Incentive Stock Option Agreement, as needed. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.19 1996 Incentive Stock Option Agreement. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein. .................................................................
10.20 Employment Agreement between Steel Dynamics, Inc. and Keith Busse. Filed
as the identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.21 Employment Agreement between Steel Dynamics, Inc. and Mark D. Millett.
Filed as the identically numbered exhibit to the Registrant's 1996 Form
S-1 and incorporated by reference herein. ...............................
10.22 Employment Agreement between Steel Dynamics, Inc. and Richard P. Teets,
Jr. Filed as the identically numbered exhibit to the Registrant's 1996
Form S-1 and incorporated by reference herein. ..........................
10.23 1996 Officer and Manager Cash and Stock Bonus Plan. Filed as the
identically numbered exhibit to the Registrant's 1996 Form S-1 and
incorporated by reference herein. .......................................
10.24 Employment Agreement between Steel Dynamics, Inc. and Tracy L.
Shellabarger. Tracy L. Shellabarger Promissory Note and Stock Pledge
Agreement. Filed as the identically numbered exhibit to the Registrant's
1996 Form S-1 and incorporated by reference herein. .....................
10.25 "Second Look" Export Distribution Agreement between Steel Dynamics, Inc.
and Sumitomo Corporation of America. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein. .................................................................
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EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
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10.26 Sale of Excess Product Agreement between Iron Dynamics, Inc. and Sumitomo
Corporation of America. Filed as the identically numbered exhibit to the
Registrant's 1996 Form S-1 and incorporated by reference herein. ........
10.31 Registration Agreement dated June 30, 1994. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.32 Amendment No. 1 to Registration Agreement. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.33 Amendment No. 2 to Registration Agreement. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.34 Amendment No. 3 to Registration Agreement. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.35 Stock Purchase Agreement with Preussag Stahl AG dated December 14, 1995.
Filed as the identically numbered exhibit to the Registrant's 1996 Form
S-1 and incorporated by reference herein. ...............................
10.36 Stock Purchase Agreement with Sumitomo Corporation of America and
Sumitomo Corporation dated September 10, 1996. Filed as the identically
numbered exhibit to the Registrant's 1996 Form S-1 and incorporated by
reference herein. .......................................................
10.37 Stock Purchase Agreement with Bain Capital, General Electric Capital
Corporation, Heavy Metal, L.C., Keylock Investments Limited, Mazelina
Anstalt, et. al. dated June 30, 1994. Filed as the identically numbered
exhibit to the Registrant's 1996 Form S-1 and incorporated by reference
herein. .................................................................
10.38 Employment Agreement between Iron Dynamics, Inc. and Larry J. Lehtinen.
Filed as Exhibit 10.38 to the Registrant's 1996 Form 10-K and
incorporated by reference herein. .......................................
10.39+ License Agreement between Iron Dynamics, Inc. and Sumitomo Corporation
and Sumitomo Corporation, dated June 5, 1997. ...........................
11.1 Statement re: Computation of Per Share Earnings. ........................
21.1 List of Registrant's Subsidiaries. ......................................
23.1 Consent of Barrett & McNagny (included in Exhibit 5.1). .................
23.2* Consent of Deloitte & Touche LLP (replaces exhibit omitted from original
filing of July 21, 1997 through technical error). .......................
24.1 Power of Attorney (included in signature pages). ........................
27.1* Financial Data Schedule (correction of technical error in exhibit
included in original filing of July 21, 1997). ..........................
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- ---------------
* Filed herewith.
+ To be filed by amendment.
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 1 to Registration Statement No.
333-31735 of Steel Dynamics, Inc. of our report dated January 17, 1997 appearing
in the Prospectus, which is a part of such Registration Statement, and to the
reference to us under the headings "Selected Consolidated Financial Data" and
"Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
July 22, 1997
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<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet of Steel Dynamics, Inc. at June 30, 1997 and the
Consolidated Statement of Operations for the six months ended June 30, 1997 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 22,293
<SECURITIES> 0
<RECEIVABLES> 36,989
<ALLOWANCES> 0
<INVENTORY> 56,829
<CURRENT-ASSETS> 117,328
<PP&E> 437,610
<DEPRECIATION> 27,338
<TOTAL-ASSETS> 552,603
<CURRENT-LIABILITIES> 56,652
<BONDS> 199,530
0
0
<COMMON> 479
<OTHER-SE> 294,474
<TOTAL-LIABILITY-AND-EQUITY> 552,603
<SALES> 200,777
<TOTAL-REVENUES> 200,777
<CGS> 150,180
<TOTAL-COSTS> 162,659
<OTHER-EXPENSES> (1,525)
<LOSS-PROVISION> 563
<INTEREST-EXPENSE> 3,995
<INCOME-PRETAX> 35,648
<INCOME-TAX> 5,494
<INCOME-CONTINUING> 30,154
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,154
<EPS-PRIMARY> .63
<EPS-DILUTED> 0
</TABLE>
