SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended: December 31, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from __________ to __________.
Commission File No. 0-2536
CENTRAL STEEL AND WIRE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-0885660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
3000 W. 51st Street, Chicago, Illinois 60632-2198
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(312) 471-3800
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($5 par value)
(Title of Class)
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 ]
286,000 shares of registrant's Common Stock were outstanding as
of February 21, 1995. The aggregate market value of the shares held
by non-affiliates, computed by reference to the average bid and ask
price on February 17, 1995, as reported by the National Quotation
Bureau, Inc. is $43,944,175. Registrant has determined the beneficial
ownership of Common Stock by affiliates (officers and directors of
registrant and its Profit Sharing Trust) solely for purposes of this
calculation, and is not bound by this determination for any other
purpose.
DOCUMENTS INCORPORATED BY REFERENCE
PART III: Portions of registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held on April 17, 1995.<PAGE>
PART I
ITEM 1. BUSINESS.
Central Steel and Wire Company ("the Company") was first
incorporated in Illinois in 1909 and reincorporated in the state of
Delaware in 1958. The Company is engaged in a single line of
business, the distribution from its service centers of processed and
unprocessed, ferrous and non-ferrous metals in many forms purchased in
general from producing mills or specialty mills. The Company
purchases a full line of products and inventories them until they are
sold to its customers. One of the principal characteristics of the
Company's business is the ability to promptly supply quality products
from its inventory to customers upon receipt of orders. The Company
may also arrange direct shipments to its customers from mills when
practicable and may purchase items not currently in its inventory in
order to meet customer needs.
The Company has approximately 1400 employees and four
service center facilities located in Chicago, Detroit, Cincinnati and
Milwaukee. The Company administers centralized purchasing, inventory
and sales policy from its principal service center and home office
located in Chicago. The Company inventories a wide range of products
including bars, structurals, plates, sheets, coils, tubing and wire.
Products are generally available from a variety of sources. The
Company is not dependent upon a single source of supply for the
majority of the products stocked in its inventory. In 1994 the
Company carried approximately 21,000 separate inventory items.
The Company's customer base is principally located in a
sixteen state area. This includes states in which the Company has
service centers as well as other surrounding states. The Company's
customers include several thousand firms in virtually all industries
that purchase metal products for use in the manufacture of their own
products; in repairs and maintenance of property, plant and equipment;
in research and development; and for resale. The business of the
Company is not especially seasonal or dependent upon any particular
industry or customers in any geographical area within the area
described above. No single customer accounted for over 10% of the
Company's sales in 1994.
The Company's sales are generated by salaried sales
representatives operating throughout its market area and through
inside sales personnel located at its four service center locations.
The Company has developed a computer order entry system which allows
customers to place orders through their computer terminals connected
with any of the four service center locations providing quick,
convenient and efficient scheduling of materials.
In addition to providing a wide range of products, the
Company can perform certain first step processing operations for
customers. These processes include cutting of bars, slitting of coil
products, burning of plates and shearing of sheets to customers
specifications. The Company's Fabricating Department provides cus-
tomers with information in cutting the Company's material to the
customer's drawings and specifications. The Company's metallurgists
continually evaluate products for quality and unique characteristics
as they are produced by the producing mills to provide the Company's
sales representatives with current product knowledge and customers
2<PAGE>
with materials of a quality for general purpose applications. The
Company's Product Specialists for Aluminum, Brass, Copper, Cold and
Hot Rolled and Stainless Steel products support customers and sales
representatives with extensive product knowledge, and product
application information.
The Company's business is highly competitive. The Company
competes by maintaining and emphasizing its ability to deliver a broad
range of quality products quickly and accurately in response to
customer orders at competitive prices. Deliveries are made through
delivery services with various common and contract carriers throughout
the midwest for direct shipment from the Company's service centers to
customers' docks where single item or truck load shipments are made on
a same day or next day basis. Prompt delivery is essential, and
backlog is not a material factor in the Company's business. The
Company maintains a broad and deep inventory to allow it to offer this
service which requires significant working capital. Unlike many in
its industry, the Company has been able to generate working capital
without external financing.
The Company competes with at least 40 other national or
significant regional firms, some of which are independent and some of
which are affiliated with producing mills. For many products and at
certain order-size levels (which may vary with economic conditions and
mill capacity), the producing mills themselves are also significant
competitors of the Company. In addition, there are over 200 local
steel service centers in the economic regions that include the
Company's principal customer base (Great Lakes, Central States and
South East) which can be competitors in particular locations. The
Company believes that its total sales make it one of the largest
independent distributors of metal products, but it is unable to state
its relative position within the industry since there are no
comparative figures presently available which the Company believes are
complete.
The Company does not own any material patents, trademarks,
licenses, franchises and concessions, and does not engage, to any
significant degree, in research activities or product development.
ITEM 2. PROPERTIES.
The Company owns warehouse and office facilities in the
following locations:
Location Area
Chicago, Illinois 1,464,000 sq. ft.(a)
Detroit, Michigan 144,000 sq. ft.
Cincinnati, Ohio 173,000 sq. ft.
Milwaukee, Wisconsin 107,000 sq. ft.
ITEM 3. LEGAL PROCEEDINGS.
None.
(a) Includes 123,000 sq. ft. utilized as the Company's principal
executive office.
3<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NOT APPLICABLE.
SUPPLEMENTARY ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
The Company's executive officers are as follows:
<TABLE>
<CAPTION>
Age as of Annual
Meeting of Officer
Name Stockholders(b) Since Position(s) with the Company
<S> <C> <C> <C>
James R. Lowenstine 72 1949 Chairman of the Board,
President, Chief Executive
Officer and Director
Frank A. Troike 54 1982 Executive Vice President,
Treasurer and Director
Alfred G. Jensen 60 1982 Senior Vice President
and Director
John M. Tiernan 55 1989 Vice President and Director
Edward J. Kentra 64 1983 Vice President
Michael X. Cronin 49 1993 Vice President and Corporate Secretary;
Asst.V.P. 1989 to 1994
Richard P. Ugolini 55 1986 Comptroller, Assistant
Secretary and Assistant
Treasurer
</TABLE>
The executive officers of the Company are elected no less often than
annually and may be removed by the Board of Directors at any time.
Each of the officers' principal business experience during the past
five years has been with the Company.
(b) April 17, 1995.
4<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The common stock of Central Steel and Wire Company is traded in
the over-the-counter market. The market is a limited one, with only
occasional trading. The Company's profit sharing plan has purchased
shares from time to time. The quarterly high-and-low market bid
prices of the stock (which do not necessarily represent firm offers or
actual transactions), as reported by the National Quotation Bureau,
and the quarterly dividends declared during the last two years were:
<TABLE>
1994 1993
------------------------------------ ------------------------------------
BID PRICE RANGE BID PRICE RANGE
----------------------- -----------------------
DIVIDENDS DIVIDENDS
Quarter HIGH LOW DECLARED HIGH LOW DECLARED
------ ---------- ---------- ---------- ---------- ---------- ----------
<C> <C> <C> <C> <C> <C> <C>
1st $605.00 $575.00 $.50 $625.00 $575.00 $ .50
2nd 605.00 575.00 .50 610.00 575.00 .50
3rd 605.00 575.00 .50 600.00 575.00 .50
4th 605.00 570.00 38.50 605.00 575.00 20.50
There were 300 stockholders of record at February 21, 1995.
</TABLE>
5<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
The following information supplements the financial statements
and notes thereto found elsewhere in this annual report.
<TABLE>
<CAPTION>
SELECTED FINANCIAL INFORMATION
Year ended December 31
----------------------------
1994 1993 1992 1991 1990
------- ------- ------- ------- -------
(In millions except per share)
<S> <C> <C> <C> <C> <C>
Net sales $ 595.0 503.2 459.2 447.4 524.1
======= ======= ======= ======= =======
Net earnings $ 14.2 5.6 *2.3 6.3 10.6
======= ======= ======= ======= =======
Net earnings per share
of common stock $ 49.56 19.58 *7.98 21.85 35.84
======= ======= ======= ======= =======
Cash dividends declared
per share of common $ 40.00 22.00 22.00 17.00 31.50
stock ======= ======= ======= ======= =======
Total assets $ 248.2 203.7 187.4 194.7 199.6
======= ======= ======= ======= =======
Short-term and
long-term debt $ -0- -0- -0- -0- -0-
======= ======= ======= ======= =======
Stockholders' equity
per share $478.29 468.73 471.64 515.50 515.11
======= ======= ======= ======= =======
* Before cumulative change in accounting principle of $29.84 per
share.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The Company is an independent metals distributor with its
principal facility in Chicago and other warehouses in Detroit,
Cincinnati and Milwaukee. The Company's customer base is in the
midwest, where the Company sells, through salaried sales personnel, to
a diverse group of customers in many industries. Products are
purchased in standard shapes from producing mills, which sell to other
independent metals distributors, captive distributors, and directly to
industrial users. The market for the Company's products is a highly
competitive one. As a distributor, the Company's revenues and margins
are directly affected by prices established in the marketplace by the
mills. The Company's unit volumes and prices are also affected by
6<PAGE>
demand in its principal market area, which responds to overall
economic conditions.
The Company competes by maintaining and emphasizing its ability
to deliver a broad range of products quickly and accurately in
response to customer orders, using modern and efficient facilities.
The Company maintains the facilities and personnel necessary to
conduct its business in this manner, even though unit volume can vary
materially from period to period. Accordingly, operating, selling and
administrative expenses, although subject to inflation, are relatively
fixed.
RESULTS OF OPERATIONS
1994 Compared to 1993
Sales increased 18% in 1994 as a result of higher unit volume and
higher unit selling prices due to greatly improved general economic
conditions. Unit margins remained unchanged during 1994 as higher
unit costs were recovered through higher unit selling prices.
Operating expenses increased 13% in 1994 as a result of higher
depreciation, insurance, and salaries. Selling and administrative
expenses increased slightly from 1993. Interest income increased due
to higher interest rates. The result of these factors was a 154%
increase in net earnings.
1993 Compared to 1992
Sales increased 10% in 1993 as a result of higher unit volume due
to improving general economic conditions. Unit margins remained
unchanged during 1993. Operating expenses increased 6% in 1993 due to
relocating certain machinery and equipment at the Chicago Plant and
increased maintenance costs. Selling and administrative expenses
increased slightly from 1992. Interest income decreased due to lower
interest rates and lower funds available for investment. The result
of these factors was a 143% increase in earnings before cumulative
effect of change in accounting principle.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity remains strong as operations continued to
provide the funds needed for working capital and capital expenditures.
Funds in excess of current business needs are invested in cash-
equivalents. The Company remained debt free in 1994, for the
fifteenth consecutive year, and for the foreseeable future expects
funding requirements to be met without external financing. It is the
Company's policy to continue to make such expenditures on property,
plant and equipment as are necessary to keep its facilities among the
most modern in the industry. The Company does not anticipate any
material changes in expenditures for these purposes from the levels of
the last several years.
7<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CENTRAL STEEL AND WIRE COMPANY
Index to Financial Statements and Financial Statement Schedule
Page
----
Statements of Earnings and Earnings Reinvested in 9
Business for each of the years in the three-year
period ended December 31, 1994.
Balance Sheets as of December 31, 1994 and 1993. 10-11
Statements of Cash Flow for each of the years in
the three-year period ended December 31, 1994. 12
Notes to Financial Statements. 13-16
Report of KPMG Peat Marwick LLP, dated
February 16, 1995. 17
Schedule for the years ended December 31, 1994, 1993 and 1992.
Schedule
--------
Valuation and Qualifying Accounts II 18
All other Schedules have been omitted because they are not applicable
or because information is shown in the financial statements and
accompanying notes.
8<PAGE>
<TABLE>
<CAPTION>
CENTRAL STEEL AND WIRE COMPANY
STATEMENTS OF EARNINGS
AND EARNINGS REINVESTED IN BUSINESS
Year ended December 31
---------------------------
1994 1993 1992
------- ------- -------
(In millions)
<S> <C> <C> <C>
Net Sales $595.0 503.2 459.2
-------- -------- --------
Cost of merchandise sold 439.1 371.3 337.7
Operating expenses 68.2 60.3 57.1
Selling and administrative
expenses 65.2 63.2 62.1
Interest income (1.4) (1.0) (1.5)
-------- -------- --------
571.1 493.8 455.4
-------- -------- --------
Earnings before income taxes and
cumulative effect of change
in accounting principle 23.9 9.4 3.8
Income taxes:
Federal 8.1 3.1 1.2
State 1.6 .7 .3
-------- ------ --------
9.7 3.8 1.5
-------- -------- --------
Earnings before cumulative
effect of change in
accounting principle
($49.56 per share in 1994,
$19.58 in 1993 and $7.98 in 14.2 5.6 2.3
1992)
Cumulative effect of change in
accounting principle, net
of deferred tax benefit of (8.6)
$5.7 ($29.84 per share) -------- -------- --------
Net earnings (loss) - $49.56 per
share in 1994, $19.58 in
1993 and ($21.86) in 1992 14.2 5.6 (6.3)
Earnings reinvested in business
at beginning of year 131.8 133.1 145.7
Acquisition of common stock (.6)
Dividends declared ($40.00 per
share in 1994 and $22.00 in (11.4) (6.3) (6.3)
1993 and 1992) -------- -------- --------
Earnings reinvested in business $134.6 131.8 133.1
at end of year ======== ======== ========
See accompanying notes to financial statements.
</TABLE>
9<PAGE>
<TABLE>
<CAPTION>
CENTRAL STEEL AND WIRE COMPANY
BALANCE SHEETS
December 31, 1994 and 1993
ASSETS
1994 1993
------- -------
(In millions)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash-equivalents $ 33.0 44.5
Receivables, less allowance for
doubtful accounts ($.8 in 1994
and 1993) 58.6 47.7
Inventories 111.8 71.5
Other 3.2 4.5
------- -------
Total current assets 206.6 168.2
------- -------
DEFERRED INCOME TAXES 6.7 6.4
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land and improvements 13.6 12.2
Buildings and improvements 62.3 57.9
Machinery and equipment 77.8 77.4
------- -------
153.7 147.5
Less accumulated depreciation 118.8 118.4
------- -------
Property, plant and equipment, net 34.9 29.1
------- -------
$248.2 203.7
======= =======
See accompanying notes to financial statements.
</TABLE>
10<PAGE>
<TABLE>
<CAPTION>
CENTRAL STEEL AND WIRE COMPANY
LIABILITIES AND STOCKHOLDERS' EQUITY
1994 1993
------- -------
(In millions)
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $ 89.4 48.3
Accrued expenses 5.9 5.0
Income taxes 1.2
------- -------
Total current liabilities 95.3 54.5
------- -------
ACCRUED POSTRETIREMENT HEALTH BENEFITS 16.1 15.2
STOCKHOLDERS' EQUITY:
Common stock, $5 par value per share.
Authorized 287,000 shares in 1994
and 1993; issued and outstanding
286,000 shares in 1994 and 1993 1.4 1.4
Capital in excess of par value .8 .8
Earnings reinvested in business 134.6 131.8
------- -------
Total stockholders' equity 136.8 134.0
------- -------
$248.2 203.7
======= =======
See accompanying notes to financial statements.
</TABLE>
11<PAGE>
<TABLE>
<CAPTION>
CENTRAL STEEL AND WIRE COMPANY
STATEMENTS OF CASH FLOW
Year ended December 31
---------------------------
1994 1993 1992
------- ------- -------
(In millions)
Cash increase (decrease)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Earnings before cumulative
effect of change in
accounting principle $ 14.2 5.6 2.3
Depreciation 5.0 4.0 4.0
Deferred income taxes (.3) (.3) (.4)
Receivables (10.9) (2.6) (4.0)
Inventories (40.3) (7.0) (.3)
Other 1.3 1.1 (1.6)
Accounts payable 41.1 15.6 (9.8)
Accrued expenses 1.8 1.8 .9
Income taxes (1.2) .2 (.1)
------- ------- -------
Cash from (for)
operations 10.7 18.4 (9.0)
------- ------- -------
FINANCING ACTIVITIES:
Cash dividends declared (11.4) (6.3) (6.3)
Acquisition of 1,000 shares
of common stock (.6)
------- ------- -------
Cash for financing (11.4) (6.9) (6.3)
------- ------- -------
INVESTING ACTIVITIES:
Additions to property, plant
and equipment (11.6) (8.0) (3.2)
Sale of equipment .8 .7 .5
------- ------- -------
Cash for investing (10.8) (7.3) (2.7)
------- ------- -------
Net increase (decrease) in
cash and cash-equivalents $(11.5) 4.2 (18.0)
======= ======= =======
Income taxes paid $11.2 3.9 2.0
======= ======= =======
See accompanying notes to financial statements.
</TABLE>
12<PAGE>
CENTRAL STEEL AND WIRE COMPANY
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Central Steel and Wire Company is engaged in a single line of
business, the distribution from its warehouses of processed
and unprocessed ferrous and non-ferrous metals in forms
produced, in general, by rolling mills.
Cash-equivalents are highly liquid, low-risk investments that
have original maturities within three months.
Inventories are valued at cost using the last-in, first-out
method (LIFO) which is lower than market. The excess of
current cost over LIFO value amounted to approximately
$109.3 million at December 31, 1994 and $99.2 million at
December 31, 1993.
Depreciation is computed under accelerated methods for
substantially all plant and equipment.
Earnings per share are calculated based on average shares
outstanding, which were 286,000 in 1994, 286,260 in 1993 and
287,000 in 1992.
13<PAGE>
(2) BENEFIT PLANS
The Company's defined benefit pension plan, covering
substantially all personnel, provides benefits based on
final five-year-average compensation and years of service.
Contributions are made when allowable under ERISA.
The following table sets forth the plan's funded status and
amounts recognized in the balance sheet:
<TABLE>
1994 1993
-------- --------
(In millions)
<S> <C> <C>
Plan assets at fair value $ 49.9 51.0
Actuarial present value of the
projected benefit obligation for
service to date (including
accumulated benefit obligation of
$42.7 in 1994 and $39.7 in 1993,
of which $42.5 and $39.6,
respectively, are vested) (50.6) (52.5)
-------- --------
Plan assets less than projected
benefit obligation (.7) (1.5)
Unrecognized net loss from experience
and changes in assumptions 2.8 3.8
Unrecognized prior service cost 1.1 1.2
Unrecognized net asset at November 1,
1985 being recognized over 16
years (4.1) (4.8)
-------- --------
Accrued pension cost included in
accrued expenses $(.9) (1.3)
======== ========
Net pension cost included the following:
</TABLE>
<TABLE>
1994 1993 1992
----- ----- -----
(In millions)
<S> <C> <C> <C>
Service cost for benefits earned
during the period $1.9 1.9 1.6
Interest cost on projected benefit
obligation 3.5 3.4 3.2
Actual return on plan assets (1.3) (7.6) (2.9)
Net amortization and deferral (3.2) 3.6 (1.1)
----- ----- -----
Net periodic pension cost $.9 1.3 .8
===== ===== =====
</TABLE>
14<PAGE>
The assumed weighted-average discount rate used in determining the
actuarial present value of the projected benefit obligation was
six and three-quarter percent in 1994 and 1993. The expected
long-term rates of return on assets and increases in future
compensation levels were eight percent and three percent in 1994
and 1993. Plan assets include various debt and equity
securities.
Profit sharing expense amounted to approximately $1.2 million in 1994,
$1.0 million in 1993, and $.2 million in 1992.
The Company also provides postretirement health benefits for retired
employees. Effective January 1, 1992, the Company adopted
Statement of Financial Accounting Standards No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions. The
statement requires employers to recognize the cost of providing
postretirement benefits to employees over the employees' service
periods. The Company has elected to recognize the transition
obligation at January 1, 1992, of $14.3 million, as a cumulative
effect of change in accounting principle. The Company's policy
had been to expense retiree health care costs as they were paid.
Postretirement health costs for the year ended December 31, included
the following:
<TABLE>
1994 1993 1992
----- ----- -----
(In millions)
<S> <C> <C> <C>
Service cost $.3 .3 .3
Interest cost 1.1 1.3 1.2
Transition obligation 14.3
----- ----- -----
$1.4 1.6 15.8
===== ===== =====
Deferred tax benefit $.3 .3 .4
===== ===== =====
</TABLE>
There are no health plan assets and the Company funds benefits as
paid.
15<PAGE>
The following table sets forth postretirement amounts recognized in
the Company's balance sheet:
<TABLE>
1994 1993
----- -----
(In millions)
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $ 8.6 6.6
Active employees 10.4 8.9
Unrecognized net gain (loss) (2.2) .6
----- -----
Accrued postretirement health $16.8 16.1
benefits ===== =====
</TABLE>
The health care cost trend rate used to measure the cost in 1994 and
1993 for health care benefits was 12% and 11%, which is graded
down to an ultimate trend rate of 4.5% to be achieved in the year
2004. The discount rate used was 7.5% in 1994 and 1993.
The effect of a one-percentage point increase in the assumed health
care cost trend rates for future years would increase the
accumulated postretirement benefit obligation as of December 31,
1994, by $2.0 million. The effect of this change on the
aggregate of the service and interest cost components of the net
periodic postretirement benefit costs would be an increase of $.2
million for 1994.
16<PAGE>
KPMG Peat Marwick LLP
Independent Auditors
THE BOARD OF DIRECTORS AND STOCKHOLDERS
CENTRAL STEEL AND WIRE COMPANY:
We have audited the accompanying financial statements of Central
Steel and Wire Company as listed in the accompanying index. In
connection with our audits of the financial statements, we have also
audited the financial statement schedule as listed in the accompanying
index. These financial statements and financial statement schedule
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Central Steel and Wire Company at December 31, 1994 and 1993 and the
results of its operations and its cash flow for each of the years in
the three-year period ended December 31, 1994, in conformity with
generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
As discussed in Note 2 to the financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions" in 1992.
KPMG PEAT MARWICK LLP
Chicago, Illinois
February 16, 1995
17<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
CENTRAL STEEL AND WIRE COMPANY
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1994, 1993 and 1992
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
---------------------------
(1) (2)
Balance at Charged to Charged to
Beginning of Costs and Other Accounts- Deductions - Balance at
Description Period Expenses Describe Describe End of Period
----------------- ------------ ------------ ------------ ------------ -----------
1994:
<S> <C> <C> <C> <C> <C>
Allowance for $800,000 71,529 -- 71,529* 800,000
doubtful accounts ____________ ____________ ____________ ____________ ____________
1993:
Allowance for $800,000 154,596 -- 154,596* 800,000
doubtful accounts ____________ ____________ ____________ ____________ ____________
1992:
Allowance for $800,000 555,810 -- 555,180* 800,000
doubtful accounts ____________ ____________ ____________ ____________ ____________
* Uncollectible accounts written off, less recoveries.
</TABLE>
18<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
The information required by this Part is incorporated by
reference to the matter appearing under the captions "Proxy Statement
for Annual Meeting of Stockholders," "Election of Directors,"
"Compensation of Executive Officers," "Summary Compensation Table" and
"Pension Plan Table," and the matter appearing in the first sentence
under the caption "Compensation Committee Interlocks and Insider
Participation" in the Company's definitive Proxy Statement for the
Annual Meeting of Stockholders to be held April 17, 1995, which has
been filed with the Securities and Exchange Commission. No other
portion of the definitive Proxy Statement is incorporated by reference
and no other material from the definitive Proxy Statement should be
deemed to be filed with the Securities and Exchange Commission.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
Financial Statements and Schedule
See accompanying Index to Financial Statements and Financial
Statement Schedule on page 8. Such Financial Statements and
Schedule are incorporated herein by reference.
Exhibits
(a) Documents filed as part of this report:
3.1 Articles of Incorporation of the registrant. This
Exhibit is incorporated by reference to Exhibit 19.2 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1992.
3.2 By-Laws of the registrant. This Exhibit is
incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
27. Financial Data Schedule
(b) Reports on Form 8-K
None filed for quarter ended December 31, 1994.
19<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CENTRAL STEEL AND WIRE COMPANY
(Registrant)
By: /s/ F. A. Troike
________________________
Executive Vice President
and Treasurer
DATE: March 20, 1995.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
By: /s/ James R. Lowenstine
_____________________________
James R. Lowenstine, Chairman of
the Board, President, Chief
Executive Officer and Director
DATE: March 20, 1995.
By: /s/ F. A. Troike
_____________________________
F. A. Troike, Executive Vice
President, Treasurer and Director
(Principal Financial officer)
DATE: March 20, 1995
By: /s/ A. G. Jensen
_____________________________
A. G. Jensen, Senior Vice
President and Director
DATE: March 20, 1995
By: /s/ R.P. Ugolini
_____________________________
R. P. Ugolini, Comptroller,
Assistant Secretary and
Assistant Treasurer
DATE: March 20, 1995
20<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 33,000
<SECURITIES> 0
<RECEIVABLES> 59,400
<ALLOWANCES> 800
<INVENTORY> 111,800
<CURRENT-ASSETS> 206,600
<PP&E> 153,700
<DEPRECIATION> 118,800
<TOTAL-ASSETS> 248,200
<CURRENT-LIABILITIES> 95,300
<BONDS> 0
<COMMON> 1,400
0
0
<OTHER-SE> 135,400
<TOTAL-LIABILITY-AND-EQUITY> 248,200
<SALES> 595,000
<TOTAL-REVENUES> 595,000
<CGS> 439,100
<TOTAL-COSTS> 439,100
<OTHER-EXPENSES> 68,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 23,900
<INCOME-TAX> 9,700
<INCOME-CONTINUING> 14,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,200
<EPS-PRIMARY> 49.56
<EPS-DILUTED> 49.56
<PAGE>
</TABLE>
