SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ){1}
Steel Dynamics, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
858119 10 0
- -------------------------------------------------------------------------------
(CUSIP Number)
_____________________
Check the following box if a fee is being paid with this statement
<checked-box>. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (SEE Rule 13d-7.)
[FN]
______________________
{1} The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
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 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).
PAGE
<PAGE>
CUSIP NO. 858119 10 0 13G PAGE 2 OF 5 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mazelina Anstalt
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*} (A) <square>
(B) <checked-box>
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,805,958 (See Footnote 1 to Item 4)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 2,805,958 (See Footnote 2 to Item 4)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,805,958 (See Footnote 1 to Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} <checked-box>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12 TYPE OF REPORTING PERSON{*}
OO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
ITEM 1(A). Name of Issuer:
The name of the Issuer is Steel Dynamics, Inc. (the "Company").
ITEM 1(B). Address of Issuer's Principal Executive Offices:
The address of the principal executive offices of the Company is:
4500 County Road 59
Butler, Indiana 46721
ITEM 2(A). Name of Person Filing:
Mazelina Anstalt
ITEM 2(B). Address of Principal Business Office or, if None, residence:
c/o Lic. Jur. Gertrud Beck, Stadtle 36, 9490 Valduz, Liechtenstein
ITEM 2(C). Citizenship:
Liechtenstein
ITEM 2(D). Title of Class of Securities:
This statement relates to the Company's Common Stock, par value
$.01 per share.
ITEM 2(E). CUSIP Number:
The CUSIP Number is 858119 10 0
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
ITEM 4. Ownership.
(a) Mazelina Anstalt owns beneficially and of record 2,805,958
shares of the Common Stock of the Company. (1) Except as
disclosed in this Item 4(a), Mazelina Anstalt does not
beneficially own any securities of the Company or has a right
to acquire any securities of the Company.
(b) Mazelina Anstalt beneficially owns 7.3% of the Common Stock.
(1)
(c) (i) Mazelina Anstalt has the sole power to vote or direct
the voting of 2,805,958 shares of the Common Stock
(subject to the Stockholders Agreement described below
in footnote 1). (1) Except as disclosed in this Item
4(c)(i), Mazelina Anstalt does not have the sole power
to vote or to direct the voting of any shares of the
Common Stock.
PAGE
<PAGE>
(ii) Mazelina Anstalt does not have the shared power to vote
or to direct the voting of any shares of the Common
Stock. (1)
(iii) Keylock has the sole power to dispose or direct the
disposition of 2,805,958 shares of the Common Stock
(subject to the Lock-up Letter described below in
footnote 2). (2) Except as disclosed in this Item
4(c)(iii), Mazelina Anstalt does not have the sole
power to dispose or to direct the disposition of any
shares of the Common Stock.
(iv) Mazelina Anstalt does not have the shared power to
dispose or to direct the disposition of any shares of
the Common Stock. (2)
Footnotes to Item 4:
(1) Mazelina Anstalt is a party to a Stockholders Agreement, dated as of
June 30, 1994 (as amended, the "Stockholders Agreement"), among the
Company, Keylock Investments Limited, Mazelina Anstalt and various
other stockholder groups identified therein (including, General
Electric Capital Corporation, Low Cost Limited Partnership, the
Management Group, Preussag Stahl AG, Sumitomo and members of the
Subdebt Group). Pursuant to the Stockholders Agreement, the shares
owned by the stockholder signatories (the "Stockholder Shares") to the
Stockholders Agreement are subject to certain prior rights and
obligations as between the parties. For a period of 10 years or until
the date upon which 25% of the outstanding Common Stock of the Company
has been sold pursuant to effective registration statements under the
Securities Act of 1933, as amended (a "public float"), each holder of
Stockholder Shares (including Keylock Investments Limited) has agreed
to vote all of its Stockholder Shares, inter alia, maintain the
authorized number of directors on the Company's Board of Directors
(currently 10 persons) and, further, to elect to the Board one
representative designated by the holders of a majority of certain
stockholder groups (including a representative selected by Keylock
Investments Limited and Mazelina Anstalt selected jointly). In
addition, in the event that the Company's Board of Directors approves a
sale of the Company, not otherwise prohibited by the Stockholders
Agreement, each holder of Stockholder Shares is required to consent
thereto. This undertaking ceases to apply upon the earlier to occur of
a sale of the Company or a public float. As of December 31, 1996, the
other parties to the Stockholders Agreement owned 33,459,890 shares
(including 3,017,139 shares beneficially owned by Keylock Investments
Limited) of the Common Stock in addition to the 2,805,958 Stockholder
Shares owned by Mazelina Anstalt for a combined total of 36,477,029
shares of the Common Stock of the Company, or 76.3% of the total shares
of Common Stock of the Company outstanding as of December 31, 1996.
For so long as the provision of the Stockholders Agreement described in
this Footnote (1) remain in effect Mazelina Anstalt may be deemed by
PAGE
<PAGE>
virtue of the Stockholders Agreement to share voting power with Keylock
Investments Limited and/or other holders of Stockholder Shares as to
matters subject to the Stockholders Agreement and, hence, to
beneficially own all of the Stockholder Shares. Keylock disclaims
beneficial ownership of shares of the Common Stock of the Company other
than the 2,805,958 shares of Common Stock owned by Mazelina Anstalt .
(2) Mazelina Anstalt is a party to a "lock-up" agreement dated November 7,
1996 (the "Lock Up"), with Morgan Stanley & Co. Incorporated ("Morgan
Stanley"), pursuant to which Mazelina Anstalt has agreed that Mazelina
Anstalt shall not, for a period of 180 days following the effective
date of the registration statement of the Company (November 21, 1996),
without the prior written consent of Morgan Stanley, (1) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of
the Common Stock of the Company or any security convertible into or
exercisable or exchangeable for Common Stock of the Company, or (2)
enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of such
shares of the Common Stock of the Company, whether any such transaction
described in clause (1) or clause (2) above, is to be settled by
delivery of the Common Stock of the Company or such other securities,
in cash or otherwise. For so long as the Lock Up remains in effect,
Mazelina Anstalt may be deemed to share with Morgan Stanley power to
dispose of the shares of the Common Stock subject to the Lock Up.
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 I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
PAGE
<PAGE>
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
PAGE
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 14, 1997
- ---------------------------------------------------------------------------
(Date)
/s/ Markus Hugelshofer
- ---------------------------------------------------------------------------
(Signature)
Markus Hugelshofer - Director
- ---------------------------------------------------------------------------
MAZELINA ANSTALT
February 14, 1997
- ---------------------------------------------------------------------------
(Date)
/s/ John C. Bates
- ---------------------------------------------------------------------------
(Signature)
John C. Bates - President
- ---------------------------------------------------------------------------
HEIDTMAN STEEL PRODUCTS INC.
February 14, 1997
- ---------------------------------------------------------------------------
(Date)
/s/ John C. Bates
- ---------------------------------------------------------------------------
(Signature)
John C. Bates - President
- ---------------------------------------------------------------------------
CENTAUR, INC.
February 14, 1997
- ---------------------------------------------------------------------------
(Date)
/s/ John C. Bates
- ---------------------------------------------------------------------------
(Signature)
John C. Bates
- ---------------------------------------------------------------------------
JOHN C. BATES
<PAGE>
