<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 000-22715
SCHUFF STEEL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 86-0318760
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1841 West Buchanan Street
Phoenix, Arizona 85009
(Address of principal executive offices) (Zip Code)
(602) 252-7787
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g)
of the Act:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, $.001 par value Nasdaq National Market
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
At March 16, 1998, the aggregate market value of voting stock held by
non-affiliates of the Registrant was $20,750,000 based on the closing market
price of the Common Stock on such date, as reported by the Nasdaq National
Market.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. YES [ ] NO [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 7,000,000 shares of
the Registrant's Common Stock were outstanding as of March 16, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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EXPLANATORY NOTE: The Registrant's 1997 Form 10-K originally filed on March 31,
1998 (the "Original Filing") incorporated by reference Items 10-13 from its
definitive Proxy Statement relating to its annual meeting of stockholders to be
held on June 2, 1998. The purpose of this amendment is to include Items 10-13
into the Original Filing because the Registrant will not be filing its
definitive Proxy Statement within the prescribed time limits. The Original
Filing is hereby amended by adding the Items attached hereto and filed herewith.
Any items in the Original Filing not expressly changed hereby shall be as set
forth in the Original Filing.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the names, ages, positions with the Company and
business experience of the Company's current directors and executive officers as
of April 15, 1998, is set forth below:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
David A. Schuff 67 Chairman of the Board of Directors
Scott A. Schuff 39 President, Chief Executive Officer and Director
Kenneth F. Zylstra 56 Vice President, Chief Financial Officer, Secretary,
Treasurer and Director
Edward M. Carson(1)(2) 68 Director
Dennis DeConcini(1)(2) 60 Director
</TABLE>
- ------------------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
DAVID A. SCHUFF has served as the Chairman of the Board of Directors
since its inception and is a co-founder of the Company. Mr. Schuff served as
President and Chief Executive Officer of the Company from its founding in 1976
to 1995. Mr. Schuff has been involved in the steel fabrication and erection
business in a number of capacities since 1958. David A. Schuff is the father of
Scott A. Schuff.
SCOTT A. SCHUFF is the President and Chief Executive Officer of the
Company, a co-founder of the Company, and a member of its Board of Directors.
Mr. Schuff has served in numerous capacities with the Company since its founding
in 1976, has been a member of the Board of Directors since 1976 and has been the
President and Chief Executive Officer since 1995. Scott A. Schuff is the son of
David A. Schuff.
Kenneth F. Zylstra has served as Vice President and Chief Financial
Officer of the Company since 1983, and has been an officer of Schuff since 1979.
Mr. Zylstra has served as a director of the Company since the closing of the
Company's initial public offering in July 1997. Prior to 1979, Mr. Zylstra was
associated with Ernst & Young (then Ernst & Ernst). Mr. Zylstra received a
B.B.A. Degree in Public Accounting from Loyola University Chicago, and is a
member of the American Institute of Certified Public Accountants, the Illinois
CPA Society, and the Construction Financial Management Association.
EDWARD M. CARSON has served as a director of the Company since the
closing of the Company's initial public offering in July 1997. Mr. Carson was
the Chairman of the Board of Directors of First Interstate Bancorp, a bank
holding company, from 1990 through April 1996, and was its Chief Executive
Officer from 1990 through 1994. Mr. Carson currently is a director of Wells
Fargo & Co., one of the largest bank holding companies in the western United
States. Mr. Carson also serves as a director of Aztar Corporation, Castle &
Cooke, Inc., and Terra Industries, Inc.
DENNIS DECONCINI has served as a director of the Company since the
closing of the Company's initial public
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offering in July 1997. Mr. DeConcini is a former United States Senator for
Arizona and currently is a partner of Parry and Romani Associates, Inc., a
consulting firm based in Washington, D.C., and is a partner of DeConcini
McDonald Yetwin & Lacy, P.C., a law firm with offices in Tucson and Phoenix,
Arizona, and in Washington, D.C. Mr. DeConcini is a director of Saf T Lok
Incorporated. Mr. DeConcini also serves by appointment of the President of the
United States on the Board of Directors of the Federal Home Loan Mortgage
Corporation (Freddie Mac), a federally chartered mortgage finance corporation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than 10% stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely upon a review of the copies of such forms furnished to
the Company, or written representations that no Forms 5 were required, the
Company believes that during the Company's preceding fiscal year all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.
ITEM 11 - EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual and
long-term compensation for services rendered in all capacities to the Company
during the fiscal years ended December 31, 1997 and 1996 of those persons who
were, at December 31, 1997 (i) the Chief Executive Officer of the Company, and
(ii) the other executive officers of the Company whose annual salary and bonus
exceeded $100,000 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------------------
ANNUAL COMPENSATION AWARDS
----------------------------------- ---------------------- PAYOUTS
RESTRICTED SECURITIES -------
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARs PAYOUTS COMPENSATION (1)
($) ($) ($) ($) ($) ($)
- --------------------------- ----- ------- ------- ------------ --------- ------------ -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Scott A. Schuff 1997 260,010 30,000 5,334 -- -- -- --
President and Chief Executive 1996 260,008 22,000 5,089 -- -- -- --
Officer
David A. Schuff 1997 296,412 30,000 4,861 -- -- -- --
Chairman of the Board 1996 296,411 22,825 4,890 -- -- -- --
of Directors
Kenneth F. Zylstra(2) 1997 123,193 40,000 4,212 -- -- -- 1,593
Vice President, Chief Financial 1996 115,155 51,025 4,615 -- -- -- 1,218
Officer, Treasurer and
Secretary
</TABLE>
- ------------------------------
(1) The amounts shown in this column represent the dollar value of
contributions made by the Company to the Company's 401(k) retirement
savings plan for the benefit of the Named Executive Officers.
(2) The amounts shown exclude $62,445 paid in 1997 to Mr. Zylstra pursuant to
the Company's Supplemental Retirement and Deferred Compensation Plan, which
was terminated in 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
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The following table sets forth information concerning grants of stock
options to the Named Executive Officers of the Company during the fiscal year
ended December 31, 1997. The Company does not maintain an option or other stock
based plan that provides for the grant of stock appreciation rights ("SARs").
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/ VALUE AT ASSUMED
UNDERLYING SARs EXERCISE ANNUAL RATE OF STOCK
OPTIONS/ GRANTED TO PRICE EXPIRA- APPRECIATION FOR
SARs EMPLOYEES IN (PER TION OPTION TERM(2)
NAME GRANTED FISCAL YEAR SHARE) DATE 5% 10%
---- ------- ----------- ------ ---- --- ---
<S> <C> <C> <C> <C> <C> <C>
Scott A. Schuff(1) -- -- -- -- -- --
David A. Schuff(1) -- -- -- -- -- --
Kenneth F. Zylstra 40,000 11.57% $5.00 02/05/07 $125,779 $318,748
</TABLE>
- -----------------------
(1) Neither Scott A. Schuff nor David A. Schuff participated in the
Company's 1997 Stock Option Plan in 1997.
(2) In accordance with Securities and Exchange Commission rules, the
figures in the first row of the "5%" and "10%" columns of this table
for Mr. Zylstra assume compounded annual stock price appreciation of 5%
and 10%, respectively, based on a stock price of $5.00 per share, which
was the assumed fair market value per share of the Common Stock on
February 5, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth information concerning the value of each
Named Executive Officer's unexercised options at December 31, 1997. None of the
Named Executive Officers exercised any stock options in 1997 and the Company
does not maintain an option or other stock based plan that provides for the
grant of SARs.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARs AT IN-THE-MONEY OPTIONS/
ACQUIRED FISCAL YEAR-END SARs AT FISCAL YEAR-END(1)
ON VALUE ------------------------------ -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ------------- ---------- ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Scott A. Schuff -- -- -- -- -- --
David A. Schuff -- -- -- -- -- --
Kenneth F. Zylstra -- -- -- 40,000 -- $235,000
</TABLE>
- -----------------
(1) Options are considered "in the money" if the fair market value of the
underlying securities exceeds the exercise price of the options on a
specified date. The values reported are based on a closing price of the
Common Stock on the Nasdaq National Market of $10.875 at December 31, 1997
and an exercise price of $5.00 per share for all of Mr. Zylstra's stock
options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Edward M.
Carson and Dennis DeConcini. No member of the Compensation Committee was an
officer or employee of the Company or its subsidiary during the prior year or
was formerly an officer or employee of the Company or any of its subsidiaries.
During the year ended
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December 31, 1997, none of the executive officers of the Company served on the
compensation committee of any other entity, any of whose directors or executive
officers served either on the Board of Directors of the Company or on the
Compensation Committee of the Company. The Compensation Committee was not formed
until October 1997 and did not formally meet in 1997. During the year ended
December 31, 1997, the compensation decisions of the Company were made by its
Board of Directors, which included Mr. David A. Schuff, Mr. Scott A. Schuff, and
Mr. Kenneth F. Zylstra, all of whom are executive officers of the Company.
Scott A. Schuff and David A. Schuff maintained certain business
relationships and were engaged in certain transactions with the Company and
affiliated parties. See Item 13 - "Certain Relationships and Related
Transactions."
DIRECTOR COMPENSATION
As compensation for their services to the Company, including their
attendance at meetings of the Board of Directors and committees of the Board of
which they are members, each non-employee director of the Company received
options to purchase 7,500 shares of Common Stock upon his appointment to the
Board of Directors at the closing of the Company's initial public offering in
July 1997. The exercise price of such options is $8.00 per share, the initial
public offering price of the Common Stock. All of the stock options will vest
one year after the date of grant. The options were granted pursuant to the
Company's 1997 Stock Option Plan. Each non-employee director is also reimbursed
for reasonable travel expenses incurred in connection with attendance at each
Board and committee meeting.
EMPLOYMENT AGREEMENTS
The Company currently does not have any employment contracts or
severance agreements with any of its executive officers.
CHANGE OF CONTROL ARRANGEMENTS
In the event the Company sells all or substantially all of its assets,
or merges with or into another corporation, stock options outstanding under the
Company's 1997 Stock Option Plan are required to be assumed or equivalent
options are required to be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Company's Board of
Directors determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the option holder shall have the right to
exercise his or her option, including shares as to which such option would not
otherwise be exercisable. If the Board makes options fully exercisable in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Board must notify the option holder that the option is fully exercisable for a
period of thirty (30) days from the date of such notice (but not later than the
expiration of the term of the option) and the option will terminate upon the
expiration of such period.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 1998, the number and
percentage of outstanding shares of Common Stock beneficially owned by each
person known by the Company to beneficially own more than 5% of such stock, by
each director and Named Executive Officer of the Company and by all Directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner(1)(2) Shares Beneficially Owned Percent Owned
- ------------------------------------------ ------------------------- -------------
<S> <C> <C>
David A. Schuff and Nancy A. Schuff(3) 2,550,000 36.0%
Scott A. Schuff(4) 2,450,000 35.0%
Kenneth F. Zylstra(5) 8,000 *
</TABLE>
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<TABLE>
<S> <C> <C>
All Directors and executive 5,008,000 71.0%
officers as a group (five persons)(6)
</TABLE>
- ---------------------------------------
* Represents less than 1% of the Company's outstanding Common Stock.
(1) This information regarding beneficial ownership of the Company's Common
Stock by certain beneficial owners and management of the Company is as
of March 15, 1998. A person is deemed to be the beneficial owner of
securities that can be acquired within 60 days from the date set forth
above through the exercise of any option, warrant, or right. Shares of
Common Stock subject to options, warrants, or rights that are currently
exercisable or exercisable within 60 days are deemed outstanding for
the purpose of computing the percentage of the person holding such
options, warrants, or rights, but are not deemed outstanding for
computing the percentage of any other person. The amounts and
percentages are based upon 7,000,000 shares of Common Stock outstanding
as of March 15, 1998. The persons named in the table, to the Company's
knowledge, have sole voting and sole dispositive power with respect to
all shares of Common Stock shown as beneficially owned by them, subject
to community property laws where applicable and the information
contained in the footnotes hereunder.
(2) The address of each of the listed stockholders is 1841 West Buchanan
Street, Phoenix, Arizona 85009.
(3) 2,050,000 of these shares are owned by the Schuff Family Trust Under
Trust Agreement dated June 28, 1983, as amended, and 500,000 of these
shares are owned by the Schuff Irrevocable Trust Under Trust Agreement
Dated December 31, 1996. David A. Schuff and Nancy A. Schuff, husband
and wife, are co-trustees of each of the trusts and exercise voting and
investment power over such shares.
(4) 2,250,000 of these shares are owned by the Scott A. Schuff Family Trust
Under Trust Agreement dated March 12, 1992, as amended, and 200,000 of
these shares are owned by the Scott A. Schuff Irrevocable Trust Under
Trust Agreement dated December 31, 1996, as amended. Scott A. Schuff is
the trustee of each of these trusts and exercises voting and investment
power over such shares.
(5) The total for Mr. Zylstra includes 8,000 shares subject to unexercised
options which are exercisable on March 15, 1997, or within 60 days
thereafter.
(6) The total for all directors and officers as a group includes 8,000
shares subject to unexercised options which are exercisable on March
15, 1998 or within 60 days thereafter. The total for all directors and
officers as a group does not include any unexercised options held by
Edward M. Carson and Dennis DeConcini, non-employee directors of the
Company, as such options are not exercisable until July 1998. See
"Director Compensation" above.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since its inception, the Company has maintained business relationships
and engaged in certain transactions with the affiliated companies and parties
described below. Since the closing of its initial public offering in July 1997,
all transactions between the Company and its affiliated entities, executive
officers, directors, or significant stockholders require the approval of a
majority of the non-employee directors of the Company and are on terms that will
be no less favorable to the Company than the Company could obtain from
non-affiliated parties.
The Company leases its fabrication and office facilities from 19th
Avenue/ Buchanan Limited Partnership, an Arizona limited partnership (the
"Schuff Partnership"). The general and limited partners of the Schuff
Partnership are David A. Schuff, Scott A. Schuff, and certain of their family
members. David A. Schuff is a co-founder and the Chairman of the Board of
Directors of the Company, and Scott A. Schuff is a Director and the President
and Chief Executive Officer of the Company. David A. Schuff and Scott A. Schuff
presently are the beneficial owners of approximately 71.0% of the issued and
outstanding Common Stock of the Company. See "Item 12 -- Security Ownership of
Certain Beneficial Owners and Management."
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In March 1997, the Company entered into a new lease agreement with the
Schuff Partnership with respect to its primary fabrication facilities. These
facilities include approximately 400,000 square feet of shop space under roof
situated on approximately 26 acres. This new lease agreement was based upon a
third party appraisal of the property and an assumed annual rate of return of
10%, which took into account the location and use of the property, potential
tenants, comparable returns on similar properties, and other relevant factors.
The new lease increased the Company's annual rent payments from $264,000 in 1996
to $292,000 for 1997, $414,000 for 1998, $556,000 for 1999, $601,000 for 2000,
and $605,000 for each year thereafter, subject to increase in 2002 and every
five years thereafter based on a Consumer Price Index formula, which represents
an annual rent per square foot of improved space for 1997, 1998, 1999, 2000 and
2001 of $0.73, $1.04, $1.39, $1.50 and $1.51, respectively. The agreement also
enabled the Company to extend the lease term to 20 years. The Company also is
obligated under the lease to reimburse the Schuff Partnership an additional
amount equal to any taxes incurred by it in connection with the lease payments,
and is obligated to pay insurance and maintenance expenses. The term of this
lease expires on February 28, 2017.
In March 1997, the Company also entered into a lease agreement with the
Schuff Partnership with respect to the recently acquired B&K Steel Fabrications,
Inc. ("B&K Steel") property, consisting of approximately 145,000 square feet of
covered fabrication, office, engineering and detailing facilities on
approximately 23 acres. Based upon the same methodology described above, the
Company entered into a lease with substantially similar terms for the property
and equipment with annual rent payments of approximately $340,000 over 20 years,
subject to increase every five years based on a Consumer Price Index formula,
representing an annual rent per square foot of improved space of approximately
$2.34. The rent was based upon a recent appraisal of the underlying property.
The Company also is obligated to reimburse the Schuff Partnership for taxes
incurred by it in connection with the lease payments. The term of the lease
expires on February 28, 2017.
Effective May 1, 1997, the Schuff Partnership leased to the Company
approximately 22,000 square feet of additional office facilities adjacent to the
Company's existing principal office and shop facilities. Based upon the same
methodology described above, the Company entered into a lease with substantially
similar terms for the property with annual rent payments of $135,000 over 20
years, subject to increase every five years based on a Consumer Price Index
formula, representing an annual rent per square foot of improved space of
approximately $6.14. The rent was based upon the purchase price of the property,
which was determined by arm's-length negotiation with an unrelated seller. The
Company is also obligated to reimburse the Schuff Partnership for taxes incurred
by it in connection with the lease and is obligated to pay insurance and
maintenance costs. This lease expires on April 30, 2017.
In 1989, the Schuff Partnership borrowed $5,000,000 from a commercial
bank in connection with its refinancing of the property on which the Company's
principal facilities are located (the "Partnership Loan"). The Schuff
Partnership in turn loaned $4,249,062 to the Company and the Company delivered
to the Schuff Partnership a subordinated promissory note in that amount (the
"Subordinated Loan"). As of March 31, 1998, the principal balance of the
Subordinated Loan was $1,758,535. In April 1996, in connection with the
refinancing of the Partnership Loan, the Company guaranteed repayment of the
Schuff Partnership's indebtedness under that loan, which guarantee was released
following the closing of the Company's initial public offering.
The Company historically has made cash advances to its principal
stockholders. Such advances have been evidenced by recourse promissory notes
that are payable on demand after one year. As of December 31, 1997, there were
no amounts owed by David A. Schuff or Scott A. Schuff under such notes. The
Company discontinued the practice of advancing funds to its stockholders after
the closing of its initial public offering.
The Company currently purchases a portion of its steel inventory from
Arizona Steel, Inc., an Arizona corporation ("Arizona Steel"). Scott A. Schuff
owned a 75% interest in Arizona Steel during 1997. Mr. Schuff sold his entire
interest in Arizona Steel on January 1, 1998. Arizona Steel is a steel
distribution center formed in January 1997
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that sells steel pieces to a number of fabrication contractors, one of
approximately twenty from which the Company purchases steel from time to time.
The Company purchases most of its steel inventory directly from various steel
mills but from time to time purchases small quantities of steel from local steel
distribution centers as a result of special needs that do not permit the lead
time or volumes normally associated with mill purchases. The Company currently
includes Arizona Steel among its list of suppliers, all of which bid for
purchase orders by the Company on the basis of cost, availability and delivery.
It is the Company's policy not to make purchases from Arizona Steel unless it
offers the most competitive terms based on the factors listed above. In 1997,
the Company purchased approximately $375,000 of steel from Arizona Steel,
representing less than 2% of the steel purchased from all suppliers during that
period.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.
SCHUFF STEEL COMPANY,
a Delaware corporation
By: /s/ Scott A. Schuff
Scott A. Schuff
President and Chief Executive Officer
Date: April 30, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K/A has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name and Signature Title Date
------------------ ----- ----
<S> <C> <C>
/s/ Scott A. Schuff President, Chief Executive April 30, 1998
- ----------------------------- Officer and
Scott A. Schuff Director (Principal Executive
Officer)
/s/ Kenneth F. Zylstra Vice President and April 30, 1998
- ----------------------------- Chief Financial Officer,
Kenneth F. Zylstra Secretary, Treasurer and Director
(Principal financial and
accounting officer)
* Chairman of the Board of April 30, 1998
- ----------------------------- Directors
David A. Schuff
* Director April 30, 1998
- -----------------------------
Dennis DeConcini
* Director April 30, 1998
- -----------------------------
Edward M. Carson
</TABLE>
* By: /s/ Kenneth F. Zylstra
Kenneth F. Zylstra
Attorney-in-Fact
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