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.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
858119 10 0
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(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).
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CUSIP NO. 858119 10 0 13G PAGE 2 OF 11 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Keylock Investments Limited
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
Republic of Ireland
5 SOLE VOTING POWER
NUMBER OF
3,017,139 (See Footnote 1 to Item 4)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,017,139 (See Footnote 2 to Item 4)
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,017,139 (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)
7.9%
12 TYPE OF REPORTING PERSON{*}
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 858119 10 0 13G PAGE 3 OF 11 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Heidtman Steel Products, Inc.
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
Ohio
5 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,017,139 BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY CENTAUR, INC. (See also 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)
7.9% (but see 9 above)
12 TYPE OF REPORTING PERSON{*}
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 858119 10 0 13G PAGE 4 OF 11 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Centaur, Inc.
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
Delaware
5 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,017,139 BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY CENTAUR, INC. (See also 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)
7.9% (but see 9 above)
12 TYPE OF REPORTING PERSON{*}
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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CUSIP NO. 105368203 13G PAGE 5 OF 11 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
John C. Bates
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
United States of America
5 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8 SHARED DISPOSITIVE POWER
WITH 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,017,139 BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY JOHN C. BATES (See also 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)
7.9% (but see 9 above)
12 TYPE OF REPORTING PERSON{*}
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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:
(i) Keylock Investments Limited ("Keylock")
(ii) Heidtman Steel Products, Inc. ("Heidtman")
(iii) Centaur, Inc. ("Centaur")
(iv) John C. Bates ("Bates")
Bates is the beneficial owner of a controlling interest in Centaur,
Centaur is the beneficial owner of a controlling interest in
Heidtman, and Heidtman is the beneficial owner of a controlling
interest in Keylock.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
(i) 17 Dame Street, Dublin 2, Republic of Ireland.
(ii) 2401 Front Street, Toledo, Ohio.
(iii) 2401 Front Street, Toledo, Ohio.
(iv) 3215 Edgevale, Lambertville, Michigan 48144
ITEM 2(C). CITIZENSHIP:
Incorporated by reference to item 4 of the cover page pertaining to
each reporting person.
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) Keylock owns beneficially and of record 3,017,139 shares of the
Common Stock of the Company. (1) Except as disclosed in this
Item 4(a), none of Keylock, Heidtman, Centaur or Bates
beneficially owns any securities of the Company or has a right
to acquire any securities of the Company.
(b) Keylock beneficially owns 7.9% of the Common Stock. (1)
Beneficial ownership of all shares of the Common Stock of the
Company is disclaimed by each of Heidtman, Centaur and Bates.
(c) (i) Keylock has the sole power to vote or direct the voting
of 3,017,139 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), none of
Keylock, Heidtman, Centaur and Bates has the sole power
to vote or to direct the voting of any shares of the
Common Stock.
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(ii) None of Keylock, Heidtman, Centaur and Bates has 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 3,017,139 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), none of Keylock, Heidtman, Centaur and Bates
has the sole power to dispose or to direct the
disposition of any shares of the Common Stock.
(iv) None of Keylock, Heidtman, Centaur and Bates has the
shared power to dispose or to direct the disposition of
any shares of the Common Stock. (2)
FOOTNOTES TO ITEM 4:
(1) Keylock is a party to a Stockholders Agreement, dated as of June 30,
1994 (as amended, the "Stockholders Agreement"), among the Company,
Keylock, 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)
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 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 2,805,958
shares beneficially owned by Mazelina Anstalt) of the Common Stock in
addition to the 3,017,139 Stockholder Shares owned by Keylock 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
Keylock may be deemed by virtue of the Stockholders Agreement to share
voting power with Mazelina Anstalt 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 3,017,139 shares of Common Stock owned by Keylock. Heidtman,
Centaur and Bates disclaim beneficial ownership of all shares of the
Common Stock of the Company.
(2) Keylock 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 Keylock has agreed that Keylock 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
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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, Keylock 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
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.
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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
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(Date)
/s/ Markus Hugelshofer
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(Signature)
Markus Hugelshofer - Director
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KEYLOCK INVESTMENTS LIMITED
February 14, 1997
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(Date)
/s/ John C. Bates
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(Signature)
John C. Bates - President
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HEIDTMAN STEEL PRODUCTS INC.
February 14, 1997
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(Date)
/s/ John C. Bates
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(Signature)
John C. Bates - President
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CENTAUR, INC.
February 14, 1997
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(Date)
/s/ John C. Bates
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(Signature)
John C. Bates
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JOHN C. BATES
PAGE
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INDEX TO EXHIBITS PAGE
EXHIBIT 1 Agreement to Make a Joint Filing 11
PAGE
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EXHIBIT 1 TO SCHEDULE 13G
FEBRUARY 14, 1997
Keylock Investments Limited, Heidtman Steel Products, Inc., Centaur,
Inc. and John C. Bates hereby agree that unless differentiated, this
Schedule 13G is filed on behalf of each of the parties.
By:/s/ Marcus Hugelshofer
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Keylock Investments Limited
Marcus Hugelshofer/Director
By:/s/ John C. Bates
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Heidtman Steel Products, Inc.
John C. Bates/President
By:/s/ John C. Bates
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Centaur, Inc.
John C. Bates/President
By:/s/ John C. Bates
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John C. Bates
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