SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of earliest event reported January 3, 2001
GENEVA STEEL HOLDINGS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-31020 87-0065504
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
10 South Geneva Road, Vineyard, UT 84058
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 227-9000
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant's Predecessor
Date and Description of Transactions which resulted in the change of
control
As described in the Form 8-K filed by Geneva Steel Company on December
19, 2000, SEC File No. 1-10459, on December 8, 2000, the Geneva Steel Company
Third Amended Plan of Reorganization, as modified, dated December 6, 2000, was
confirmed by the United States Bankruptcy Court for the District of Utah,
Central Division.
On January 3, 2001, Geneva Steel Company consummated the
reorganization plan. The reorganization plan effected a corporate restructuring
whereby, through a series of mergers and the operation of the reorganization
plan, Geneva Steel Company converted into a Delaware limited liability company
named Geneva Steel LLC, with a new Delaware holding company, Geneva Steel
Holdings Corp., owning all the outstanding interests in Geneva Steel LLC. All
existing shares of common stock and preferred stock of Geneva Steel Company were
cancelled effective January 3, 2001.
Name of Person Acquiring Control; Source of Consideration
Holders of allowed class three claims under the reorganization plan as
of November 22, 2000 received a pro rata share of 6,760,659 newly-issued shares
of common stock, par value $.01 per share, of Geneva Steel Holdings Corp, based
on a ratio of 18.2799 shares of common stock issued for each $1,000 of allowed
claims held on the November 22, 2000 record date. Up to an additional 324,617
shares of common stock are reserved under the reorganization plan for issuance
to holders of disputed claims.
Holders of allowed class three claims consist primarily of holders of
approximately $199.9 million of 9-1/2% Senior Notes due 2004, including unpaid
interest accrued prior to the bankruptcy, approximately $140.7 million of
11-1/8% Senior Notes due 2001, including unpaid interest accrued prior to the
bankruptcy, and approximately $47 million of general unsecured debt. Creditors
who were owed $5,000 or less could elect to receive a cash payment equal to 40%
of their claim, and trade creditors who were owed in excess of $5,000 could
elect to receive $2,000, rather than common stock in the new Geneva Steel
Holdings Corp. Each holder of allowed class three claims also will receive a
right to participate pro rata in a $25 million preferred stock rights offering
by Geneva Steel Holdings Corp. Secured creditors of Geneva Steel Company were
paid in full with the proceeds of the term loan obtained by Geneva Steel LLC in
connection with the reorganization.
In addition, following the effective date, Geneva Steel Holdings Corp.
will issue (i) shares of common stock to executives as partial payment under an
employee retention program; and (ii) options for executive officers and managers
to purchase approximately 5% of the common stock on a fully diluted basis, a
quarter of which be immediately vested and then one quarter will vest each
subsequent year for three years.
Arrangements among members of control group with respect to the
election of directors
Under the reorganization plan, Geneva Steel Holdings Corp. has a 10
person board. The board is divided into three classes, as follows:
Class I directors: (1) R. J. Shopf; (2) Frank T. MacInnis; and (3)
Murray Drabkin;
Class II directors: (1) Ken C. Johnsen; (2) Albert Fried, Jr.; (3) A.
Stanley West; and (4) John LaMaccia; and
Class III directors: (1) Joseph A. Cannon; (2) Donald R. Shepard; and
(3) Michael T. Yonker.
The Bondholders' Committee, representing the holders of a majority of
the allowed class three claims, selected seven directors: Frank T. MacInnis,
Murray Drabkin, Albert Fried, Jr., A. Stanley West, John LaMaccia, Donald R.
Shepard and Michael Yonkers. R.J. Shopf, a prior director of Geneva Steel
Company, was selected by the Unsecured Creditors Committee. Joseph A. Cannon,
who will serve as the initial chairman of the board of Geneva Steel Holdings
Corp., and Ken C Johnsen, who is executive vice president and general counsel to
Geneva Steel Holdings Corp., were officers and directors of Geneva Steel Company
prior to the reorganization and will continue in these capacities with Geneva
Steel Holdings Corp.
The directors in Class I will serve as directors for an initial period
terminating on the date of the first annual shareholder meeting that is held at
least one year after the consummation of the plan, at which time the
directorships in Class I will be subject to election for a term of 3 years. The
directors in Class II will serve as directors for an initial period terminating
on the date of the first annual shareholder meeting that is held at least two
years after the consummation of the plan, at which time the directorships in
Class II will be subject to election for a term of 3 years. Finally, the
directors in Class III will serve as directors for an initial period terminating
on the date of the first annual shareholder meeting that is held at least three
years after the consummation of the plan, at which time the directorships in
Class III will be subject to election for a term of 3 years. The Geneva Steel
LLC board of managers consists of the same persons as the board of directors of
Geneva Steel Holdings Corp.
This current report may be deemed to contain certain foward-looking
statements with respect to Geneva Steel Holdings Corp. and the reorganization of
Geneva Steel Company, and actual results may vary materially.
Geneva Steel Holdings Corp. is the successor registrant to Geneva
Steel Company, SEC File No. 1-10459. The shares of common stock of Geneva Steel
Company had been registered under Section 12(b) of the Securities Exchange Act
of 1934, as amended. The shares of common stock, par value $.01 per share, of
Geneva Steel Holdings Corp. issued in connection with the consummation of the
Geneva Steel Company reorganization plan, are to be deemed registered pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended, under Rule
12g-3(a) of the General Rules and Regulations under the Exchange Act.
Exhibits
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2.1 Third Amended Plan of Reorganization, as modified, dated December
6, 2000, of Geneva Steel Company (incorporated by reference to
the Form 8-K filed by Geneva Steel Company on December 19, 2000,
SEC File No. 1-10459)
99.1 Confirmation order of the United States Bankruptcy Court for the
District of Utah, Central Division (incorporated by reference to
the Form 8-K filed by Geneva Steel Company on December 19, 2000,
SEC File No. 1-10459)
99.2 Press Release relating to Plan Consummation
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SIGNATURE
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.
GENEVA STEEL HOLDINGS CORP.
January 3, 2001 By: /s/ Dennis L. Wanlass
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Date Dennis L. Wanlass
Vice President - Finance
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Exhibit Index
Exhibits
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2.1 Third Amended Plan of Reorganization, as modified, dated December
6, 2000, of Geneva Steel Company (incorporated by reference to
the Form 8-K filed by Geneva Steel Company on December 19, 2000)
99.1 Confirmation order of the United States Bankruptcy Court for the
District of Utah, Central Division (incorporated by reference to
the Form 8-K filed by Geneva Steel Company on December 19, 2000)
99.2 Press Release relating to Plan Consummation
