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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Steel Dynamics, Inc.
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(Name of Issuer)
Common Stock 858119100
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(Title of class of securities) (CUSIP number)
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The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following page(s))
(Page 1 of 14 Pages)
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CUSIP No. 858119100 13G Page 2 of 14
1 NAME OF REPORTING General Electric Capital
PERSON: Corporation
S.S. OR I.R.S. 13-1500700
IDENTIFICATION NO. OF ABOVE
PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP: (b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 5 SOLE VOTING POWER: 5,750,029 (SEE FOOTNOTE 1 TO
SHARES ITEM 4)
BENEFICIALLY 6 SHARED VOTING POWER: - 0 -
OWNED BY
EACH 7 SOLE DISPOSITIVE 5,750,029 (see footnote 2 to
REPORTING POWER: Item 4)
PERSON WITH 8 SHARED DISPOSITIVE - 0 -
POWER:
9 AGGREGATE AMOUNT 5,750,029 (SEE FOOTNOTE 1 TO
BENEFICIALLY OWNED BY ITEM 4)
REPORTING PERSON:
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [x]
EXCLUDES CERTAIN SHARES:
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 12.0
(9):
12 TYPE OF REPORTING CO
PERSON:
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CUSIP No. 858119100 13G Page 3 of 14
1 NAME OF REPORTING General Electric Capital Services,
PERSON: Inc.
S.S. OR I.R.S. 06-1109503
IDENTIFICATION NO. OF ABOVE
PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP: (b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 5 SOLE VOTING POWER: DISCLAIMED (SEE 9 BELOW)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: - 0 -
OWNED BY
EACH 7 SOLE DISPOSITIVE Disclaimed (see 9 below)
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE - 0 -
POWER:
9 AGGREGATE AMOUNT BENEFICIAL OWNERSHIP OF ALL
BENEFICIALLY OWNED BY SHARES IS DISCLAIMED BY
REPORTING PERSON: GENERAL ELECTRIC CAPITAL
SERVICES, INC.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [_]
EXCLUDES CERTAIN SHARES:
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9): Not applicable
(see 9 above)
12 TYPE OF REPORTING CO
PERSON:
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CUSIP No. 858119100 13G Page 4 of 14
1 NAME OF REPORTING General Electric Company
PERSON:
S.S. OR I.R.S. 14-0689340
IDENTIFICATION NO. OF ABOVE
PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP: (b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 5 SOLE VOTING POWER: DISCLAIMED (SEE 9 BELOW)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER: - 0 -
OWNED BY
EACH 7 SOLE DISPOSITIVE Disclaimed (see 9 below)
REPORTING POWER:
PERSON WITH 8 SHARED DISPOSITIVE - 0 -
POWER:
9 AGGREGATE AMOUNT BENEFICIAL OWNERSHIP OF ALL
BENEFICIALLY OWNED BY SHARES IS DISCLAIMED BY
REPORTING PERSON: GENERAL ELECTRIC COMPANY
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [_]
EXCLUDES CERTAIN SHARES:
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9): Not applicable
(see 9 above)
12 TYPE OF REPORTING CO
PERSON:
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Item 1(a): Name of Issuer:
Steel Dynamics, Inc.
Item 1(b): Address of Issuer's Principal Executive Offices:
4500 County Road 59
Butler, Indiana 46721
Item 2(a): Name of Person Filing:
General Electric Capital Corporation ("GECC"), General Electric
Capital Services, Inc. ("GECS") and General Electric Company
("GE"). GECS is a wholly-owned subsidiary of GE; GECC is a
wholly-owned subsidiary of GECS.
Item 2(b): Address of Principal Business Office:
GECC: 260 Long Ridge Road
Stamford, CT 06927
GECS: 260 Long Ridge Road
Stamford, CT 06927
GE: 3135 Easton Turnpike
Fairfield, CT 06431
Item 2(c): Citizenship:
GECC: Incorporated in New York
GECS: Incorporated in Delaware
GE: Incorporated in New York
Item 2(d): Title of Class of Securities: Common Stock
Item 2(e): CUSIP Number: 858119100
Item 3: If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable
Item 4: Ownership: (a) GECC beneficially owns 5,750,029 shares of
the Common Stock.1 Except as disclosed in this
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(1) GECC is a party to a Stockholders Agreement, dated as
of June 30, 1994 (as amended, the "Stockholders Agreement"),
among the Issuer, GECC and various other stockholder groups
identified therein as the "Bain Group," the "Whitney Group,"
"Heavy Metal" (Heavy Metal, L.C.), the "Keylock Group," "Low
Cost" (Low Cost Limited Partnership), the "Management Group"
(Messrs. Keith E. Busse, Mark D. Millett, Richard P. Teets,
Jr. and Tracy L. Shellabarger and the Steel Ink Company),
"Preussag" (Preussag Stahl AG), "Sumitomo" (Sumitomo
Corporation and Sumitomo Corporation of America) and members
of the "Subdebt Group." Pursuant to the Stockholders
Agreement, the shares owned by the stockholder signatories
(the "Stockholder Shares") to the Stockholders Agreement are
subject to certain prior rights and obligations as between
the parties. For a period of 10 years or until a "public
float" has been realized (defined as the date upon which 25%
of the outstanding Common Stock of the Issuer has been sold
pursuant to effective registration statements under the
Securities Act of 1933, as amended), each holder of
Stockholder Shares (including GECC) has agreed to vote all
of its Stockholder Shares to, inter alia, maintain the
authorized number of directors on the Issuer's Board of
Directors at an agreed level (currently 10 persons) and,
further, to elect to the Board one representative designated
by the holders of a majority of the Bain Shares, one
representative designated by the holders of a majority of
the GECC Shares, one representative designated by the
holders of a majority of the Heavy Metal Shares, one
representative designated by the holders of a majority of
the Keylock Shares, one representative designated by the
holders of a majority of the Keith Busse Shares, one
representative designated by the holders of a majority of
the Mark Millett Shares, one representative designated by the
(continued...)
Page 5 of 14
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Item 4(a), none of GECC, GECS and GE beneficially owns any
securities of the Issuer or has a right to acquire any securities
of the Issuer.
(b) GECC beneficially owns 12.0% of the Common Stock.1
Beneficial ownership of all shares of the Common Stock is
disclaimed by each of GECS and GE.
(c) (i) GECC has the sole power to vote or to direct the voting
of 5,750,029 shares of the Common Stock (subject to the
Stockholders Agreement described below in footnote 1).1
Except as disclosed in this Item 4(c)(i), none of GECC,
GECS and GE has the sole power to vote or to direct the
voting of any shares of the Common Stock.
(ii) None of GECC, GECS and GE has shared power to vote or
to direct the voting of any shares of the Common
Stock.1
(iii) GECC has the sole power to dispose or to direct
the disposition of 5,750,029 shares of the Common
Stock (subject to the Lock-Up Letter described
below in footnote 2).2 Except as disclosed
in this Item 4(c)(iii), none of GECC, GECS and GE
has the sole power to dispose or direct the
disposition of any shares of the Common Stock.
(iv) None of GECC, GECS and GE has shared power to dispose
or to direct the disposition of any shares of the
Common Stock.2
Item 5: Ownership of Five Percent or Less of a Class: Not
applicable
Item 6: Ownership of More than Five Percent on Behalf of Another
Person: Not applicable
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(1) (...continued)
the holders of a majority of the Richard Teets Shares, one
representative designated by the holders of a majority of
the Busse, Millett, and Teets Shares, one representative
designated by the holders of a majority of the Whitney
Shares, and one representative designated by the holders of
a majority of the Preussag Shares. In addition, in the
event that the Issuer's Board of Directors approves a sale
of the Issuer, not otherwise prohibited, each holder of
Stockholder Shares is required pursuant to the Stockholders
Agreement to consent thereto. This undertaking, however,
ceases to apply upon the earlier to occur of a sale of the
Issuer or the realization of a "public float." As of
December 31, 1996, the other stockholder parties to the
Stockholders Agreement owned 30,727,000 shares of the Common
Stock in addition to the 5,750,029 Stockholder Shares owned
by GECC for a combined total of 36,477,029 shares of the
Common Stock, or 76.3% of the shares of Common Stock
outstanding as of December 31, 1996. For so long as the
hereinabove described provisions of the Stockholders
Agreement remain in effect, GECC may be deemed by virtue of
the Stockholders Agreement to share voting power with the
other stockholder parties to the Stockholders Agreement as
to matters subject to the Stockholders Agreement and, hence,
to beneficially own all of the Stockholder Shares. GECC
disclaims beneficial ownership of all shares of Common Stock
other than the 5,750,029 shares of Common Stock owned by
GECC.
Page 6 of 14
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Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company: Not applicable
Item 8: Identification and Classification of Members of the Group:
Not applicable
Item 9: Notice of Dissolution of Group: Not applicable
Item 10: Certification: Not applicable
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(2) GECC is a party to a "lock-up" letter agreement,
dated November 7, 1996 (the "Lock-Up Letter"), with Morgan
Stanley & Co. Incorporated ("Morgan Stanley"), pursuant to
which GECC agreed that GECC would not, for a period of 180
days following November 21, 1996, without the prior written
consent of Morgan Stanley, (1) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, or
otherwise transfer or dispose of, directly or indirectly,
any shares of the Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock
(provided that such shares or securities were either owned
by GECC on the date of the Lock-Up Letter or thereafter
acquired prior to or in connection with the public offering
of shares of the Common Stock underwritten by a group of
underwriters including Morgan Stanley), or (2) enter into
any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of
ownership of such shares of Common Stock, whether any such
transaction described in clause (1) or (2) above is to be
settled by delivery of Common Stock or such other
securities, in cash or otherwise. For so long as the Lock-
Up Letter remains in effect, GECC may be deemed to share
with Morgan Stanley power to dispose of the shares of Common
Stock subject to the Lock-Up Letter.
Page 7 of 14
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ WILLIAM D. STRITTMATTER
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Name: William D. Strittmatter
Title: Vice President and
Senior Credit Officer
Dated: February 14, 1997
Page 8 of 14
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
GENERAL ELECTRIC CAPITAL SERVICES,
INC.
By: /s/ NANCY E. BARTON
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Name: Nancy E. Barton
Title: Senior Vice President and
General Counsel
Dated: February 14, 1997
Page 9 of 14
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
GENERAL ELECTRIC COMPANY
By: /s/ NANCY E. BARTON
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Name: Nancy E. Barton
Title: Attorney-in-Fact
Dated: February 14, 1997
Page 10 of 14
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EXHIBIT INDEX
Exhibit No. Exhibit Page No.
- ----------- ------- --------
1 Joint Filing Agreement 12
2 Power of Attorney of 13
General Electric Company
Page 11 of 14
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EXHIBIT 1
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule 13G
(including amendments thereto) with respect to the shares of Common Stock
of Steel Dynamics, Inc., and further agree that this Joint Filing Agreement
be included as an Exhibit to such joint filing. Each party to this Joint
Filing Agreement expressly authorizes each other party to execute, deliver
and file on its behalf such Statement and any and all amendments thereto.
This Joint Filing Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. In evidence thereof the
undersigned, being duly authorized, hereby execute this Joint Filing
Agreement as of February 10, 1997.
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ WILLIAM D. STRITTMATTER
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William D. Strittmatter
Vice President and Senior
Credit Officer
GENERAL ELECTRIC CAPITAL SERVICES,
INC.
By: /s/ NANCY E. BARTON
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Nancy E. Barton
Senior Vice President and
General Counsel
GENERAL ELECTRIC COMPANY
By: /s/ NANCY E. BARTON
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Nancy E. Barton
Attorney-in-Fact
Page 12 of 14
HOFS03...:\60\47660\1268\1615\SCHN256S.40E
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EXHIBIT 2
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POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute and
appoint the persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Name of Attorney: Joan C. Amble
Nancy E. Barton
Jeffrey S. Werner
Michael A. Gaudino
John J. Walker
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms
3, 4 and 5 or any amendments thereto required to be filed with
the Securities and Exchange Commission under the Securities
Exchange Act of 1934 on behalf of the Corporation with regard
to any securities owned by General Electric Capital Services,
Inc., General Electric Capital Corporation or any of their
subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on March 31, 1998.
Page 13 of 14<PAGE>
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IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to
be executed, attested and its corporate seal to be affixed pursuant to authority
granted by the Corporation's board of directors, as of the 5th day of June,
1996.
General Electric Company
(Corporate Seal)
By: /s/ Philip D. Ameen
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Philip D. Ameen, Vice President
Attest:
/s/ Robert E. Healing
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Robert E. Healing, Attesting Secretary
Page 14 of 14
HOFS03...:\60\47660\1268\1615\EXH2147K.190
