<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rule 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
Steel Dynamics, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------
(Title of Class of Securities)
858119100
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(CUSIP Number)
(Continued on following page(s))
Page 1 of _ Pages
*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 ("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).
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CUSIP NO. 858119100 13G PAGE 2 OF _ PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heavy Metal, L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Virginia
5 SOLE VOTING POWER
6,233,926 shs. (See Note 1 to Item 4)
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 6,233,926 shs. (See Note 2 to Item 4)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,926 shs. (See Note 1 to Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.0%
12 TYPE OF REPORTING PERSON*
00
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer:
Steel Dynamics, Inc.
(b). Address of Issuer's Principal Executive Offices:
4500 County Road 59
Butler, IN 46721
Item 2. (a). Name of Person Filing:
Heavy Metal, L.C.
(b). Address of Principal Business Office:
1610 North Calhoun Street
Fort Wayne, IN 46808
(Prior address: 1650 21st St., Santa Monica, CA 90404)
Page 3 of _ Pages
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Item 2. (c). Citizenship:
Commonwealth of Virginia
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
858119100
Item 3. This statement is not filed pursuant to Rules 13d-1(b) or
13d-2(b), but is filed pursuant to Section 13g(1) and (3)
and Rule 13d-1(c) by a person "otherwise... not required to
file" a Schedule 13D pursuant to Rule 13d-1(a).
Item 4. Ownership.
(a). Amount Beneficially Owned
6,233,926 shs.(1)
(b). Percent of Class:
13.0%(1)
(c). Number of Shares as to which Heavy Metal, L.C. has:
(i) sole power to vote or to direct the vote 6,233,926
shs.(1)
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of
6,233,926 shs.(2)
(iv) shared power to dispose or to direct the disposition
of -0-
- ---------------
(1) Heavy Metal, L.C. is a party to a Stockholders Agreement, dated as of
June 30, 1994 (as amended by Amendments Nos. 1 through 3, the "Stockholders
Agreement"), between the Issuer (Steel Dynamics, Inc.), Heavy Metal, L.C.,
and various other stockholders identified therein. Pursuant to the
Stockholders Agreement, Heavy Metal, L.C. and the other stockholders bound
thereby (including the "Bain Group," General Electric Capital Corporation
("GECC"), the "Whitney Group," the "Keylock Group," Low Cost Limited
Partnership, Keith E. Busse, Mark D. Millett, Richard P. Teets, Jr., Tracy
L. Shellabarger, Steelink Co., Preussag Stahl AG, Sumitomo Corporation and
Sumitomo Corporation of America, and members identified as the "Subdebt
Group"), have agreed that the shares of Steel Dynamics, Inc. Common Stock
owned by them (the "Stockholder Shares") will be subject to certain prior
rights and obligations as between the parties. For a period of ten years or
until a "public float" has been realized (defined as the date upon which
25% of the outstanding Common Stock has been sold to the public pursuant to
effective registration statements under the Securities Act), each holder of
Stockholder Shares (including Heavy Metal, L.C.) will vote all of its
Stockholder Shares, inter alia, to maintain the authorized number of
directors on Steel Dynamics, Inc.'s Board of Directors at an agreed level
(currently ten persons), and, further, to elect to the Board one
representative each designated by the holders of a majority of the Bain
Shares, one representative designated by the holders of a majority of the
Heavy Metal Shares, one representative designated by the holders of a
majority of the GECC Shares, one representative designated by the holders
of a majority of the Whitney Shares, one representative designated by the
holders of a majority of the Keylock Shares, one representative designated
by the holders of a majority of the Keith Busse Shares, one representative
designated by the holders of a majority of the Mark Millett Shares, one
representative designated by the holders of a majority of the Richard Teets
Shares, one representative designated by the holders of a majority of the
Busse, Millett and Teets Shares, and one representative designated by the
holders of a majority of the Preussag Shares. Furthermore, in the event
that the Board of Directors of Steel Dynamics, Inc. approves of a sale of
the Company (not otherwise prohibited) each holder of Stockholder Shares is
required to consent thereto (a requirement which likewise ceases to exist
upon the Company's attainment of a "public float"). As of year end,
December 31, 1996, in addition to Heavy Metal, L.C.'s 6,233,926 shares, the
other parties holding Stockholder Shares who were bound by the terms of the
Stockholders Agreement held in the aggregate 30,243,103 shares, for a
combined total of 36,477,029 shares of Steel Dynamics, Inc.'s Common Stock
subject to the Stockholders Agreement, or 76.3% of the total shares of
Common Stock outstanding as of December 31, 1996. Accordingly, so long as
the Stockholders Agreements remains in effect, Heavy Metal, L.C. may by
virtue thereof be deemed to share voting power with the other stockholder
parties to or beneficiaries of the Stockholders Agreement as to those
matters that are subject to the Stockholders Agreement. Heavy Metal,
L.C., however, disclaims any beneficial ownership of all shares of Common
Stock other than the 6,233,926 shares of Common Stock of Steel Dynamics,
Inc. owned by Heavy Metal, L.C.
(2) Heavy Metal, L.C. is a party to a "lock-up" agreement, effective November
21, 1996, with Morgan Stanley and Co. Incorporated ("Morgan Stanley"),
entered into with Heavy Metal, L.C. and all other signatories to and
beneficiaries of the Stockholders Agreement described in Footnote 1 herein,
all in connection with Steel Dynamics, Inc.'s Initial Public Offering of
its Common Stock by Morgan Stanley and certain other underwriters on that
date. Under the terms of the Lock-up Agreement, Heavy Metal, L.C. and the
others have agreed that for a period of one hundred eighty days following
November 21, 1996, without the prior written consent of Morgan Stanley, it
(they) will not either (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 Steel Dynamics, Inc.'s Common Stock
or any securities convertible into or exercisable or exchangeable for
Common Stock (provided that such shares or securities were acquired prior
to or in connection with the Initial Public Offering), 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
Common Stock, whether any such transactions described in (1) or (2) herein
is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. Accordingly, so long as the Lock-up Agreement remains
in effect, Heavy Metal, L.C. may be deemed to share with Morgan Stanley a
power to dispose of the shares of Common Stock owned by Heavy Metal, L.C.
and subject to the Lock-up Agreement. In addition, under the Stockholders
Agreement previously described in Footnote 1 herein, a holder of
"Stockholder Shares," including all shares held by Heavy Metal, L.C., is
not entitled to sell, transfer, assign, pledge, or otherwise dispose of any
interest in such shares (except if an "exempt transfer" as defined
therein), unless twenty days prior to taking any such action, the
stockholder delivers an "Offer Notice" to all other holders of Stockholder
Shares, disclosing the applicable number of securities intended to be
transferred, the price at which the transaction is proposed to be made, and
other relevant terms and conditions. The other holders of Stockholder
Shares then have twenty days within which to purchase their respective pro
rata shares. Therefore, to the extent that Heavy Metal, L.C. may wish to
effect a transfer which is covered by the terms of the Stockholders
Agreement, and for such time as these transfer restrictions continue to
apply (specifically, until the attainment by the Company of a "public
float"), Heavy Metal, L.C. may be deemed to share with the other holders of
Stockholder Shares a power to dispose of its own shares of Common Stock
subject to the Stockholders Agreement. Heavy Metal, L.C., however,
disclaims any beneficial ownership of all shares of Common Stock other
than the 6,233,926 shares of Common Stock of Steel Dynamics, Inc. owned by
Heavy Metal, L.C.
Page 4 of 6 Pages
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Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
The Operating Agreement of Heavy Metal, L.C. provides, inter
alia, that members of the limited liability company, whose
ownership interests are determined by their ownership of
equity units, are entitled to receive their proportionate
part of any distributions of income (which could but need not
necessarily consist of dividends, if any, paid with respect
to the Steel Dynamics, Inc. common stock owned by Heavy
Metal, L.C.) or, under certain circumstances, some or all of
the proceeds from the sale, if any, of Steel Dynamics, Inc.
common stock owned by Heavy Metal, L.C.
OmniSource Corporation owns 27.5% of the equity units of
Heavy Metal, L.C. and Leonard Rifkin owns 9.4%, which
represents the indirect ownership of approximately 3.6% and
1.2% of the shares of Steel Dynamics, Inc. common stock, but
both OmniSource Corporation and Leonard Rifkin disclaim any
beneficial ownership of Heavy Metal, L.C. equity units or of
any indirectly held Steel Dynamics, Inc. common stock owned
by the other.
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Page 5 of 6 Pages
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Item 9. Notice of Dissolution of Group:
N/A
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 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.
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.
Heavy Metal, L.C.
By: /s/ Leonard Rifkin
------------------------
Leonard Rifkin, Member
Dated: February 14, 1997
EXHIBITS
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Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
10.1a Stockholders Agreement dated June 30, 1994. *
10.1b Amendment No. 1 to Stockholders Agreement. *
10.1c Amendment No. 2 to Stockholders Agreement. *
10.1d Amendment No. 3 to Stockholders Agreement. *
- -------------
* Pursuant to Rule 12b-32 of the Exchange Act, Hevy Metal, L.C. hereby
incorporates by reference herein, as Exhibits 10.1a, 10.1b, 10.1c, and
10.1d hereto, Exhibits 10.27, 10.28, 10.29 and 10.30, respectively,
to the Registration Statement filed by Steel Dynamics, Inc., effective
November 21, 1996, as Registratin No. 333-12521.
