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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 12, 1998
SCHUFF STEEL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 000-22715 86-0318760
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1841 WEST BUCHANAN STREET, PHOENIX, ARIZONA 85009
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (602) 252-7787
Not applicable.
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On August 12, 1998, Schuff Steel Company ("Schuff" or the "Company")
reached a definitive agreement to acquire all of the issued and outstanding
shares of capital stock of Six Industries, Inc. ("Six Industries"). Information
relating to the transaction and Six Industries is set forth in the Press Release
attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 Press Release dated August 13, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCHUFF STEEL COMPANY
Date: August 26, 1998 By: \s\ Kenneth F. Zylstra
----------------------------------------
Vice President and Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 Press Release dated August 13, 1998
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EXHIBIT 99.1
SCHUFF STEEL COMPANY ANNOUNCES DEFINITIVE AGREEMENT TO
ACQUIRE SIX INDUSTRIES, INC.
DEAL EXPECTED TO CLOSE IN 3RD QUARTER 1998 AND BE ACCRETIVE TO EARNINGS DURING
1998
PHOENIX, AZ, AUGUST 13, 1998 -- SCHUFF STEEL COMPANY (NASDAQ: SHUF), today
announced that it has entered into a definitive agreement to acquire all of the
capital stock of Six Industries, Inc., ("Six") a privately held company
headquartered in Houston, Texas.
The purchase price is estimated to be $16 million cash, subject to adjustment
based on Six's cash on hand and long-term debt at the closing. Schuff Steel
anticipates that the deal will close in the third quarter of 1998. The
acquisition will be recorded under the purchase method of accounting.
Six and its subsidiary, Aitken Products, provide a wide array of products.
- - Aitken Products manufactures equipment for use in the oil, gas, petrochemical
and pipeline industries;
- - Rowell Welding Works, a division of Six, manufacturers pressure vessels and
related fabrication for chemical and petrochemical plants, refineries and
power plants, oilfields, water treatment and aggregate handling facilities;
and
- - Marauder Company, also a division of Six, fabricates industrial structural
steel. Marauder is one of only three key suppliers of structural steel
products for Fluor Daniel for petrochemical facilities. Additionally,
Marauder has provided structural steel for other major international design
firms. The combination of Schuff's international and design-build experience
with Marauder's long-term relationships in the petrochemical market is
expected to provide Schuff Steel Company with access to new markets.
Wayne Harris, president and CEO of Six, has agreed to enter into an employment
agreement and to continue to manage the day-to-day operations of Six after the
acquisition.
Six posted revenues of $19.8 million in its fiscal year ended March 31, 1998,
compared with revenues of $15.2 million in its fiscal year ended March 31, 1997,
according to its audited financial statements for those periods. The acquisition
is expected to be accretive to 1998 earnings.
The transaction is subject to a number of contingencies, including the
completion of due diligence, receipt of necessary third-party approvals and
other customary closing conditions.
"Schuff Steel's strategic acquisition of Six Industries further expands our
geographic and market diversity," said Scott Schuff, President and CEO of Schuff
Steel. "With the addition of Six and Aitken Products, we gain immediate entre
into profitable industrial equipment markets and add additional fabrication
capacity, which will allow Schuff Steel to perform work in-house that previously
was subcontracted."
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Schuff Steel Company is a rapidly growing steel fabrication and erection company
providing a fully integrated range of steel construction services, including
design engineering, detailing, joist manufacturing, fabrication and erection,
and a level of project management expertise necessary to accommodate fast track,
"design-as-you-go" projects. Examples of recent major projects are Bank One
Ballpark, a state-of-the-art baseball stadium featuring a fully retractable roof
constructed for Major League Baseball's Arizona Diamondbacks franchise; Agua
Fria Siphon Project, an aqueduct system with more than two miles of specially
fabricated, 21-foot diameter pipe; MGM Grand Hotel & Casino in Las Vegas, the
world's largest hotel and casino; and Bajo de la Alumbrera in Argentina, one of
the largest copper and gold mines in the world. The Company has multi-state
operations primarily focused in the southwestern and southeastern United States.
FOR INFORMATION ABOUT SCHUFF STEEL COMPANY VIA FACSIMILE AT NO COST,
CALL 1-800-PRO-INFO AND DIAL COMPANY CODE SHUF.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
the Company's ability to consummate the acquisition on the terms described
above, if at all. These forward-looking statements are based on the Company's
expectations and are subject to a number of risks and uncertainties, some of
which cannot be predicted or quantified and are beyond the Company's control.
Future events and actual results could differ materially from those set forth
in, contemplated by, or underlying the forward-looking statements. Factors that
could cause actual results to differ materially from the Company's expectations
include possible delays in consummating the acquisition, the inability of the
parties to satisfy closing conditions to the transaction, if consummated, the
ability of the Company and Six Industries to successfully integrate their
operations, which could, among other factors, affect the combined Company's
earnings, the ability of the Company to effectively manage the geographically
dispersed operations of the Company, including Six Industries, and other factors
identified in documents filed by the Company with the Securities and Exchange
Commission, including the Company's Quarterly Reports on Form 10-Q its Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
31, 1998, as amended April 30, 1998, and the Company's Prospectus dated July 21,
1998 relating to the exchange offer of $100 million in aggregate principal
amount of its 10 1/2% Senior Notes due June 1, 2008. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation or
assurance by the Company that the objectives, plans and expectations of the
Company will be achieved.
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