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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
</TABLE>
AMERISTEEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[LOGO]
AMERISTEEL CORPORATION
5100 W. Lemon Street, Suite 312
Tampa, Florida 33609
INFORMATION STATEMENT
Written Consent of Stockholders
In Lieu of a
Special Meeting of Stockholders
To the Stockholders of February 4, 1998
AmeriSteel Corporation:
This Information Statement is furnished pursuant to Regulation 14C of
the Securities Exchange Act of 1934, as amended, to provide information
regarding certain action being taken by written consent by the holders of a
majority of the outstanding shares of Class B Common Stock of AmeriSteel
Corporation ("AmeriSteel" or the "Company"). Certain stockholders of the
Company, owning approximately 99.0% of the outstanding shares of Class B Common
Stock, intend to act by written consent in lieu of a Special Meeting of
Stockholders for the following purposes:
1. To approve an amendment to the Company's Articles of
Incorporation to expand the persons to whom shares of Class B
Common Stock may be issued or transferred to include Sumitomo
Corporation and wholly-owned subsidiaries of Sumitomo
Corporation.
It is anticipated that the written consent is to be submitted to the
Company and become effective on or about March 6, 1998.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND TO THE COMPANY A PROXY.
At the close of business on January 23, 1998, there were 10,114,293
shares of Class B Common Stock outstanding, each of which is entitled to two
votes.
The approximate date on which this Information Statement is to be
mailed to stockholders is February 15, 1998.
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PRINCIPAL STOCKHOLDERS
The following table sets forth, as of January 31, 1998, the number of
shares of Class B Common Stock beneficially owned by (i) each person known to
the Company as having beneficial ownership of more than 5% of the Common Stock,
(ii) each of its directors and nominees to become a director, (iii) each named
executive officer (as defined pursuant to Securities and Exchange Commission
rules) and (iv) all directors and executive officers as a group.
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<CAPTION>
Beneficial Ownership(1)
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Percentage of
Number Common Stock
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<S> <C> <C>
Kyoei Steel, Ltd. . . . . . . . . . . . . . . . 9,000,000(2) 89.0
Phillip E. Casey . . . . . . . . . . . . . . . 1,005,792(3) 9.9
J. Donald Haney . . . . . . . . . . . . . . . 6,676 *
Tom J. Landa . . . . . . . . . . . . . . . . . 14,660 *
James F. Oliver . . . . . . . . . . . . . . . . 4,172 *
Koichi Takashima . . . . . . . . . . . . . . . 500 -
Akihiko Takashima . . . . . . . . . . . . . . . -0- -
Shuzo Hikita . . . . . . . . . . . . . . . . . -0- -
Hideichiro Takashima . . . . . . . . . . . . . 300 -
Ryutaro Yoshioka . . . . . . . . . . . . . . . -0- -
Thomas G. Creed(4) . . . . . . . . . . . . . . -0- -
James C. Hogue(4) . . . . . . . . . . . . . . . -0- -
All Directors and Executive Officers
as a Group (13 persons) . . . . . . . . . . . . 1,041,877 10.3
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</TABLE>
(1) Beneficial ownership of shares, as determined in accordance with
applicable Securities Exchange Commission rules, includes shares as to
which a person has or shares voting power and/or investment power.
Except as otherwise indicated, all shares are held of record with sole
voting and investment power. For purposes of the table, a person or
group of persons is deemed to have beneficial ownership of any shares
as of a given date which such person has the right to acquire within 60
days after such date.
(2) All shares shown are owned directly by FLS Holdings, Inc., a wholly
owned subsidiary of Kyoei Steel, Ltd ("Kyoei"). Kyoei's address is
18F Aqua Dojima, West Building, 1-4-16 Dojimahama, Kita-Ku, Osaka 530,
Japan.
(3) Includes 129,408 shares of Common Stock gifted by Mr. Casey pursuant
to Transfer and Proxy Agreements between Mr. Casey and certain donees.
The gifted shares are subject to certain restrictions set forth in the
agreements. Under the agreements, Mr. Casey is appointed as
attorney-in-fact with full power to vote the shares in accordance with
the decision of the holders of a majority of the shares of Common
Stock held by the donee stockholders and Mr. Casey. As a result, Mr.
Casey has the right to vote all 129,408 shares. Mr. Casey's address
is 5100 W. Lemon Street, Suite 312, Tampa, Florida 33609.
(4) Messrs. Creed and Hogue retired from the Company in November 1996 and
May 1997, respectively.
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DESCRIPTION OF CAPITAL STOCK
The Company has authority under its Articles of Incorporation to issue
up to 100,000,000 shares of Class A Common Stock, par value $.01 per share, and
up to 22,000,000 shares of Class B Common Stock, par value $.01 per share.
Shares of Class A Common Stock and shares of Class B Common Stock generally
carry the same rights, powers, preferences, privileges and limitations, except
that Class A Common Stock has one vote per share while Class B Common Stock has
two votes per share. As of January 23, 1998, there are no shares of Class A
Common Stock outstanding and there are 10,114,293 shares of Class B Common
Stock outstanding held of record by approximately 1,065 stockholders. Of such
shares, 9,000,000 shares are held of record by FLS Holdings, Inc., a
wholly-owned subsidiary of Kyoei Steel Ltd., which shares represent
approximately 89.0% of the voting power of all shares of Class B Common Stock
currently outstanding. Holders of Class B Common Stock do not have any
preemptive rights or rights to subscribe for additional securities of the
Company.
1. AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
Note: References below to the proposed amendment to the Company's
Articles of Incorporation are qualified in their entirety by reference to the
form of proposed Amendment to the Articles of Amendment set forth below
(the "Amendment").
BACKGROUND
The Company is proposing to sell in a private placement exempt from
the registration requirements of the Securities Act of 1933, 454,545 shares of
Class B Common Stock to SC Steel Investment Inc., a wholly-owned subsidiary of
Sumitomo Corporation, for an aggregate purchase price of $9,999,990.00 (the
"Private Offering"). The estimated net proceeds from the Private Offering will
be used to pay a portion of Company's Subordinated Intercompany Note which was
issued to FLS Holdings, Inc. (the Company's parent and a wholly-owned subsidiary
of Kyoei) and matures December 21, 2002. The principal amount of the Company's
Subordinated Intercompany Note outstanding as of December 31, 1997 was $50.0
million and bears interest calculated using a pass-through provision based on
notes held by FLS Holdings, Inc., at a weighted average rate of LIBOR plus 138
basis points or 7.4% per annum as of such date. The Company believes it would
be in the best interests of the Company and its current shareholders to
consummate the Private Offering and the proposed Amendment is required in order
to proceed with the Private Offering.
EFFECT OF THE AMENDMENT
The Company's current Articles of Incorporation provide that the
Company may not issue or sell any shares of Class B Common Stock or any
securities (including, without limitation, any rights, options, warrants or
other securities) convertible into, or exchangeable or exercisable for, shares
of Class B Common Stock to any person who is not a holder of Class B Common
Stock, Kyoei Steel Ltd. or a wholly-owned subsidiary of Kyoei Steel Ltd (all
references hereinafter to "Kyoei" shall include its wholly-owned subsidiaries),
other than pursuant to stock options already outstanding. Additionally, shares
of Class B Common Stock may not be transferred, whether by sale, assignment,
gift, bequest, appointment or otherwise, to a person other than another holder
of Class
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B Common Stock or to Kyoei. Holders of Common Stock do not have any preemptive
rights or rights to subscribe for additional securities of the Company.
The Company is proposing that its Articles of Incorporation be amended
to expand the persons to whom Class B Common Stock may be issued or transferred
to include Sumitomo Corporation and its wholly-owned subsidiaries. If the
Amendment is adopted, the Company will have authority under its Articles of
Incorporation to issue additional shares of Class B Common Stock to Sumitomo
Corporation and its wholly-owned subsidiaries. In addition, the Amendment will
permit existing holders of Class B Common Stock to transfer shares of Class B
Common Stock to Sumitomo Corporation and its wholly-owned subsidiaries. Upon
approval of the Articles of Amendment, the Company will be able to proceed with
the private offering.
The amendment to the Company's Articles of Incorporation will be
approved if written consents describing the action taken and dated and signed
by approving stockholders representing a majority of all of the votes entitled
to be cast by the stockholders of the Company are delivered to the Company at
its principal office. Stockholders owning approximately 99% of the outstanding
shares of Class B Common Stock intend by written consent to approve the
amendment to the Company's Articles of Incorporation.
PROPOSED AMENDMENT
If the proposed amendment is approved, Section 4.8 of Articles IV of
the Company's current Articles of Incorporation would be deleted and replaced
by the following:
"4.8 Restrictions on Additional Issuances, Etc. Other than pursuant to
options or other rights to purchase already outstanding, or pursuant to
a stock split, stock dividend or similar transaction effected in
accordance with these Articles of Incorporation, from and after the
effective date of this provision the Corporation may not issue or sell
any shares of Class B Common Stock or any securities (including,
without limitation, any rights, options, warrants or other securities)
convertible into, or exchangeable or exercisable for, shares of Class B
Common Stock to any person who is not then either a record holder of
Class B Common Stock, Kyoei, Sumitomo Corporation or a wholly owned
subsidiary of Sumitomo Corporation. Shares of Class B Common Stock may
not be transferred, whether by sale, assignment, gift, bequest,
appointment or otherwise, to a person other than another record holder
of Class B Common Stock, Kyoei, Sumitomo Corporation or a wholly owned
subsidiary of Sumitomo Corporation. Notwithstanding the foregoing (i)
any holder of Class B Common Stock may pledge his, her or its shares of
Class B Common Stock to a financial institution pursuant to a bona fide
pledge of such shares as collateral security for indebtedness due to
the pledgee provided that such shares remain subject to the transfer
restrictions and that, in the event of foreclosure or other similar
action by the pledgee, such pledged shares of Class B Common Stock may
only be transferred as provided above or converted into shares of Class
A Common Stock, as the pledgee may elect, and (ii) the foregoing
transfer restrictions shall not apply in the case of a merger,
consolidation or business combination of the Corporation with or into
another corporation in which all of the outstanding shares of Common
Stock of the Corporation regardless of class are purchased by the
acquiror."
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INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
As previously indicated, the purpose of amending the Articles of
Incorporation is to permit the private offering of Class B Common Stock to SC
Steel Investments Inc., a wholly-owned subsidiary of Sumitomo Corporation.
Kyoei indirectly owns through FLS Holdings, Inc., approximately 89% of the
outstanding shares of Class B Common Stock of the Company. In connection with
the private offering, Kyoei will receive a right of first refusal with respect
to the shares of Class B Common Stock purchased by Sumitomo Corporation.
Messrs. Koichi Takashima, Akihiko Takashima, Hideichiro Takashima and Ryutaro
Yoshioka, each of whom is a director of the Company, and Shuzo Hikita, who is a
director and officer of the Company, currently hold, or have held, director and
officer positions with Kyoei.
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