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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): May 12, 1998
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Schuff Steel Company
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(Exact name of registrant as specified in its charter)
Delaware 000-22715 86-0318760
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State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
420 South 19th Avenue, Phoenix, AZ 85009
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(Address of principal executive offices)
Registrant's telephone number, including area code: (602) 252-7787
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NONE
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On May 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 Addison Structural Services, Inc. ("Addison"). Information
relating to the transaction and Addison is set forth in the Press Release
attached as Exhibit 99.1.
Item 7. Exhibits
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(a) Exhibits
Exhibit Number Description
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99.1 Press Release dated May 12, 1998 re: Acquisition
of Addison
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCHUFF STEEL COMPANY
(Registrant)
Dated: May 26, 1998 By: Kenneth F. Zylstra
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Its: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release dated May 12, 1998 re: Acquisition of Addison
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EXHIBIT 99.1
SCHUFF STEEL ANNOUNCES DEFINITIVE AGREEMENT
TO ACQUIRE ADDISON STRUCTURAL SERVICES, INC.
DEAL EXPECTED TO CLOSE IN JUNE 1998 AND BE ACCRETIVE TO EARNINGS DURING 1998
PHOENIX, MAY 21, 1998 -- SCHUFF STEEL COMPANY (NASDAQ: SHUF) today announced
that it has entered into a definitive agreement to acquire all of the issued
and outstanding capital stock of Addison Structural Services, Inc. ("Addison"),
a privately held company headquartered in Albany, Georgia, On March 18, 1998,
Schuff Steel announced that it had signed a letter of intent to proceed with
the acquisition.
The purchase price, net of excess cash on hand of Addison at the closing and
certain non-business related assets to be sold to Addison's majority
stockholder, is estimated to be $50.6 million, of which approximately $47.4
million will be paid in cash at the closing and $3.2 million will be paid in
the form of a promissory note secured by a letter of credit. The purchase price
is subject to adjustment based on Addison's stockholders' equity and cash on
hand at the closing. Schuff Steel anticipates that the deal will close in early
June 1998. The acquisition will be recorded under the purchase method of
accounting.
Addison, through its operating subsidiaries, provides structural steel
fabrication and erection services and manufactures short- and long-span joists,
trusses and girders for industrial and commercial projects. Addison operates
primarily in the Southeastern United States and maintains steel fabrication
facilities both in Lockhart, Florida and Albany, Georgia, and a
joist-manufacturing plant in Quincy, Florida. It is expected that Glen Davis,
president of Addison's steel fabrication subsidiary, Sam Mahdavi, president of
Addison's joist-manufacturing subsidiary, and Mike Phagans, Addison's
controller and manager of its Albany, Georgia fabrication plant, will enter
into employment agreements and will continue to manage Addison's day-to-day
operations after the acquisition.
-more-
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SCHUFF STEEL COMPANY
ADD 1
Addison posted pre-tax income of $10.1 million on revenues of $63.7 million in
its fiscal year ended June 30, 1997, compared with pre-tax income of $8.5
million on revenues of $57.6 million in its fiscal year ended June 30, 1996,
according to its audited financial statements for those periods. Addison's
long-term indebtedness will be paid off by it in connection with the
acquisition.
The transaction is subject to a number of contingencies, including the receipt
of necessary third party approvals and other customary closing conditions.
Schuff Steel is in the process of seeking financing to complete the transaction.
Schuff Steel is a rapidly growing steel fabrication and erection company that
provides a fully integrated range of steel construction services, including
engineering, detailing, fabrication and erection. 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
Alumbrara in Argentina, one of the largest copper and gold mines in the world.
FOR INFORMATION ON 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 Schuff Steel 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 to obtain financing necessary to consummate the
acquisition on terms acceptable to Schuff, if at all, the final terms of
financing arrangements with respect to the acquisition, the ability of the
Company and Addison to successfully integrate their operations, the ability of
the Company to effectively manage the geographically dispersed operations of
Addison, and other factors identified in documents filed by the Company with
the Securities and Exchange Commission.
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