SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 1997
LACLEDE STEEL COMPANY
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-3855
- --------------------------------------------------------------------------------
(Commission File Number)
43-0368310
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification Number)
One Metropolitan Square
St. Louis, Missouri 63102
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 314-425-1400
<PAGE>
Item 1. Changes in Control of Registrant.
As previously disclosed in a Current Report on Form 8-K filed on October 3,
1997, Ivaco, Inc., a corporation organized under the Canada Business Corporation
Act, ("Ivaco"), sold one-half of its investment in the Company to a subsidiary
of Birmingham Steel Corporation of Birmingham, Alabama ("Birmingham Steel").
Birmingham Steel is currently entitled to vote 50.3% of the outstanding voting
shares of the Company.
On October 8, 1997, the Company appointed three of Birmingham Steel's executive
officers to the board of directors of the Company. The Birmingham Steel
executives joining the Company board are: Robert A. Garvey, Chairman and Chief
Executive Officer; William R. Lucas, Jr., Executive Vice
President-Administration and General Counsel; and Joseph Alvarado, Executive
Vice President-Commercial. In addition, Michael H. Lane, Vice President-Finance,
Treasurer and Secretary of the Company, was appointed to the board. With these
changes, Birmingham Steel representatives now hold three of the nine positions
on the Company board.
Concurrent with the appointment of the Birmingham Steel executives to the
board, Donald F. Gunning, Lawrence K. Roos, Edwin J. Spiegel, Jr., and Lester
Varn, Jr. resigned as Company directors.
See the Press Release attached hereto as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
99 Press Release dated October 8, 1997.
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.
LACLEDE STEEL COMPANY
(Registrant)
Date: October 14, 1997 By: /S/ Michael H. Lane
--------------------------------------------
Michael H. Lane
Vice President-Finance, Treasurer and
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99 Press Release dated October 8, 1997.
Exhibit 99
----------
NEWS RELEASE
from LACLEDE STEEL COMPANY
ONE METROPOLITAN SQUARE
ST. LOUIS, MO 63102-2738
TELEPHONE: (314) 425-1400
FOR RELEASE: Immediately
CONTACT: Michael H. Lane
Vice President-Finance
(314) 425-1505
Birmingham Steel Corporation Executives
Appointed to Laclede Steel Board of Directors
St. Louis, Missouri (October 8, 1997) ... Laclede Steel Company today
announced that three of Birmingham Steel Corporation's executive officers have
been appointed to the board of directors of Laclede Steel Company. Birmingham
Steel recently purchased 24.9% of Laclede's outstanding common shares from Ivaco
Inc. Birmingham Steel also obtained certain rights relating to Ivaco's remaining
holdings in Laclede which entitle it to vote 50.3% of Laclede's outstanding
voting shares.
The Birmingham Steel executives joining the Laclede board are: Robert A.
Garvey, Chairman and Chief Executive Officer; William R. Lucas, Jr., Executive
Vice President-Administration and General Counsel; and Joseph Alvarado,
Executive Vice President-Commercial. In addition, Michael H. Lane, Vice
President-Finance, Treasurer and Secretary of Laclede, was appointed to the
board. With these changes, Birmingham Steel representatives now hold three of
the nine positions on the Laclede board.
Concurrent with the appointment of the Birmingham Steel executives to the
board, Laclede announced the resignations of four outside board members. Donald
F. Gunning, Lawrence K. Roos, Edwin J. Spiegel, Jr., and Lester Varn, Jr.
resigned as Laclede directors.
Laclede, headquartered in St. Louis, Missouri, is a manufacturer of carbon
and alloy steel products, including pipe products, hot rolled products, wire
products and welded chain. Laclede operates facilities in Illinois, Indiana,
Missouri, Pennsylvania, Tennessee and Oregon.
Birmingham Steel operates in the mini-mill sector of the steel industry and
conducts operations at facilities located across the United States. The Company
specializes in producing steel reinforcing bar, merchant products and SBQ
(special bar quality) bar, rod and wire. The common stock of Birmingham Steel
Corporation is traded on the New York Stock Exchange under the symbol "BIR".
