<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1998
REGISTRATION NO. 333-55857 AND 333-55857-01
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERISTEEL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
FLORIDA 3312 59-0792436
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification) Identification No.)
</TABLE>
5100 W. LEMON STREET
TAMPA, FLORIDA 33609
(813) 286-8383
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
---------------------
PHILLIP E. CASEY, CHIEF EXECUTIVE OFFICER
AMERISTEEL CORPORATION
5100 W. LEMON STREET
TAMPA, FLORIDA 33609
(813) 286-8383
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
AMERISTEEL FINANCE, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 8930 52-2017595
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification) Identification No.)
</TABLE>
DELAWARE TRUST BUILDING
900 MARKET STREET
SUITE 200
WILMINGTON, DELAWARE 19801
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
TOM ROSE
DELAWARE TRUST BUILDING
900 MARKET STREET
SUITE 200
WILMINGTON, DELAWARE 19801
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
ALBERT C. O'NEILL, JR., ESQUIRE
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
P.O. BOX 1102
TAMPA, FLORIDA 33601-1102
(813) 223-7474
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, check the
following box and list the Securities Act registration number of the earlier
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(b) of
the Securities Act, check the following box and list the Securities Act
registration number of the earlier registration statement for the same
offering. [ ]
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Under the terms of the Company's Articles of Incorporation and Bylaws, the
Company may indemnify any director, officer or employee or any former director,
officer or employee to the fullest extent permitted by law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Listed below are the exhibits which are filed as part of this registration
statement (according to the number assigned to them in Item 601 of Regulation
S-K).
II-1
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT FILE NUMBER
- - - ------- ----------------------- -----------
<S> <C> <C> <C>
3.1* -- Articles of Incorporation, as amended to date (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, as amended, Registration Statement
No. 333-37679))
3.2* -- Amended and restated bylaws (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-1, as amended, (Registration Statement No. 333-37679))
4.1* -- Indenture, dated as of April 3, 1998, by and among the
Company, State Street Bank and Trust Company relating to
$130,000,000 of the Company's 8 3/4% Senior Notes Due 2008
4.2* -- Purchase Agreement, dated as of March 30, 1998, by and among
the Company, Holdings, NationsBank Montgomery Securities,
Inc. and UBS Securities LLC
4.3* -- Old Global Note Payable to CEDE & Co.
4.4* -- New Global Note Payable to CEDE & Co.
5* -- Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis
10.1* -- AmeriSteel Equity Ownership Plan (incorporated by reference
to Exhibit 10 to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1996)
10.2* -- AmeriSteel Strategic Value Added Executive Short-Term
Incentive Plan (incorporated by reference to Exhibit 10 to
the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1996)
10.3* -- $140,000,000 Credit Agreement dated as of June 9, 1995 among
the Company, certain financial institutions, The Bank of
Tokyo, Ltd. and NationsBank of Florida, N.A., and The Bank
of Tokyo, Ltd. as agent, as amended (incorporated by
reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1, as amended (Registration Statement
No. 333-37679))
10.4* -- $150,000,000 Amended and Restated Credit Agreement dated
July 14, 1998 by and among the Company, NationsBank,
National Association, The Bank of Tokyo-Mitsubishi, Ltd.,
First Union National Bank and certain other lenders.
11* -- Statement re computation of per share earnings
23.1* -- Consent of Counsel to the Company (included in Exhibit 5)
23.2* -- Consent of Arthur Andersen LLP
25.1 -- Statement of Eligibility of Trustee
</TABLE>
- - - ---------------
* Previously filed
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 4
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Knoxville,
State of Tennessee, on the 20th day of August, 1998.
AmeriSteel Finance, Inc.
By: /s/ TOM ROSE
-----------------------------------
Tom Rose
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ TOM ROSE President (Principal Executive August 20, 1998
- - - ----------------------------------------------------- Officer); Director
Tom Rose
/s/ GREG MOTES Vice President (Principal August 20, 1998
- - - ----------------------------------------------------- Financial Officer and
Greg Motes Principal Accounting
Officer); Director
</TABLE>
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tampa,
State of Florida, on the 20th day of August 1998.
AmeriSteel Corporation
By: /s/ PHILLIP E. CASEY
-----------------------------------
Phillip E. Casey
Chairman of the Board
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ PHILLIP E. CASEY Chief Executive Officer, August 20, 1998
- - - ----------------------------------------------------- Chairman of the Board;
Phillip E. Casey Director (Principal
Executive Officer)
/s/ KOICHI TAKASHIMA Director August 20, 1998
- - - -----------------------------------------------------
Koichi Takashima
/s/ AKIHIKO TAKASHIMA Director August 20, 1998
- - - -----------------------------------------------------
Akihiko Takashima
/s/ HIDEICHIRO TAKASHIMA Director August 20, 1998
- - - -----------------------------------------------------
Hideichiro Takashima
/s/ RYUTARO YOSHIOKA Director August 20, 1998
- - - -----------------------------------------------------
Ryutaro Yoshioka
/s/ SHUZO HIKITA Vice President, Engineering; August 20, 1998
- - - ----------------------------------------------------- Director
Shuzo Hikita
/s/ J. DONALD HANEY Vice President; Director August 20, 1998
- - - -----------------------------------------------------
J. Donald Haney
/s/ TOM J. LANDA Vice President; Chief August 20, 1998
- - - ----------------------------------------------------- Financial Officer and
Tom J. Landa Secretary (Principal
Financial Officer and
Principal Accounting
Officer); Director
</TABLE>
<PAGE> 1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
---------
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)
AMERISTEEL CORPORATION
(Exact name of obligor as specified in its charter)
FLORIDA 59-0792436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5100 W. LEMON STREET
TAMPA, FLORIDA 33609
(Address of principal executive offices) (Zip Code)
8 3/4% SERIES B SENIOR NOTES DUE 2008
(Title of indenture securities)
<PAGE> 2
GENERAL
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT
IS SUBJECT.
Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee or of its parent, State
Street Corporation. (See note on page 2.)
ITEM 3. THROUGH ITEM 15. Not Applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT. A
copy of the Articles of Association of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 1 to Amendment
No. 1 to the Statement of Eligibility and Qualification of Trustee (Form
T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A copy of a Statement from the Commissioner of Banks of Massachusetts that
no certificate of authority for the trustee to commence business was
necessary or issued is on file with the Securities and Exchange Commission
as Exhibit 2 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by
reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST
POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED IN
PARAGRAPH (1) OR (2), ABOVE.
A copy of the authorization of the trustee to exercise corporate trust
powers is on file with the Securities and Exchange Commission as Exhibit 3
to Amendment No. 1 to the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement of Morse Shoe,
Inc. (File No. 22-17940) and is incorporated herein by reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A copy of the by-laws of the trustee, as now in effect, is on file with the
Securities and Exchange Commission as Exhibit 4 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with the
Registration Statement of Eastern Edison Company (File No. 33-37823) and
is incorporated herein by reference thereto.
<PAGE> 3
5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
DEFAULT.
Not applicable.
6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY SECTION
321(B) OF THE ACT.
The consent of the trustee required by Section 321(b) of the Act is annexed
hereto as Exhibit 6 and made a part hereof.
7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED PURSUANT
TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority is
annexed hereto as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 30th DAY OF July, 1998.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dennis Fisher
-------------------------------
NAME: Dennis Fisher
TITLE: ASSISTANT VICE PRESIDENT
<PAGE> 4
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by AMERISTEEL
CORPORATION of its 8 3/4% SERIES B SENIOR NOTES DUE 2008, we hereby consent that
reports of examination by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Dennis Fisher
--------------------------------
NAME: Dennis Fisher
TITLE: Assistant Vice President
DATED: July 30, 1998
<PAGE> 5
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business March 31, 1998,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).
<TABLE>
<CAPTION>
Thousands of
Dollars
ASSETS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.......................... 1,144,309
Interest-bearing balances................................................... 9,914,704
Securities....................................................................... 10,062,052
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary......................................... 8,073,970
Loans and lease financing receivables:
Loans and leases, net of unearned income ............ 6,433,627
Allowance for loan and lease losses.................. 88,820
Allocated transfer risk reserve...................... 0
Loans and leases, net of unearned income and allowances..................... 6,344,807
Assets held in trading accounts.................................................. 1,117,547
Premises and fixed assets........................................................ 453,576
Other real estate owned.......................................................... 100
Investments in unconsolidated subsidiaries....................................... 44,985
Customers' liability to this bank on acceptances outstanding..................... 66,149
Intangible assets................................................................ 263,249
Other assets..................................................................... 1,066,572
----------
Total assets..................................................................... 38,552,020
==========
LIABILITIES
Deposits:
In domestic offices......................................................... 9,266,492
Noninterest-bearing................................. 6,824,432
Interest-bearing.................................... 2,442,060
In foreign offices and Edge subsidiary...................................... 14,385,048
Noninterest-bearing................................. 75,909
Interest-bearing.................................... 14,309,139
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary......................................... 9,949,994
Demand notes issued to the U.S. Treasury and Trading Liabilities................. 171,783
Trading liabilities.............................................................. 1,078,189
Other borrowed money............................................................. 406,583
Subordinated notes and debentures................................................ 0
Bank's liability on acceptances executed and outstanding......................... 66,149
Other liabilities................................................................ 878,947
Total liabilities................................................................ 36,203,185
- - - -----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus.................................... 0
Common stock..................................................................... 29,931
Surplus.......................................................................... 450,003
Undivided profits and capital reserves/Net unrealized holding gains (losses)..... 1,857,021
Net unrealized holding gains (losses) on available-for-sale securities........... 18,136
Cumulative foreign currency translation adjustments.............................. (6,256)
Total equity capital............................................................. 2,348,835
----------
Total liabilities and equity capital............................................. 38,552,020
----------
</TABLE>
<PAGE> 6
I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Truman S. Casner
