<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-3855
Laclede Steel Company
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(Exact name of registrant as specified in its charter)
Delaware 43-0368310
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Metropolitan Square
St. Louis, Missouri 314-425-1400
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (314) 425-1400
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(Former name, former address and former fiscal year, if changed since last
report)
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
------ ------
As of April 26, 1999 there were 4,056,140 shares of $.01 par value common stock
outstanding.
<PAGE> 2
ITEM 1: FINANCIAL STATEMENTS
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
----------------------- -------------------------
1999 1998 1999 1998
----------------------- -------------------------
<S> <C> <C> <C> <C>
Net sales $ 59,901 $ 84,555 $128,009 $ 164,228
--------- -------- -------- ---------
Costs and expenses:
Cost of products sold 53,079 77,638 115,580 154,995
Selling, general and administrative expenses 2,893 3,818 6,110 7,533
Depreciation 1,541 1,711 3,184 3,625
Interest expense, net 1,806 2,678 4,258 5,469
Unusual charges (credits) -- 2,093 (1,831) 2,093
--------- -------- -------- ---------
Total costs and expenses 59,319 87,938 127,301 173,715
--------- -------- -------- ---------
Earnings (loss) before reorganization items
and income taxes 582 (3,383) 708 (9,487)
Reorganization items - Professional fees (1,543) -- (2,453) --
--------- -------- -------- ---------
Loss before income taxes (961) (3,383) (1,745) (9,487)
Provision (credit) for income taxes 112 (1,345) 94 (3,777)
--------- -------- -------- ---------
Net loss (1,073) (2,038) (1,839) (5,710)
Preferred stock dividend requirement (94) (94) (188) (188)
--------- -------- ------- ---------
Net loss available to common shareholders (1,167) (2,132) (2,027) (5,898)
--------- -------- -------- ---------
Other comprehensive income:
Minimum pension liability adjustment -- -- -- 11,674
Income tax provision -- -- -- 4,436
--------- -------- -------- ---------
Total other comprehensive income -- -- -- 7,238
Comprehensive income (loss) $ (1,167) $ (2,132) $ (2,027) $ 1,340
========= ======== ======== =========
Basic and diluted
net loss per share $ (0.29) $ (0.53) $ (0.50) $ (1.45)
========= ======== ======== =========
</TABLE>
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<PAGE> 3
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
Mar. 31, Sep. 30,
ASSETS 1999 1998
(Unaudited)
----------- ---------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 257 $ 192
Accounts receivable, less allowances 36,015 39,761
Prepaid expenses 3,889 1,936
Inventories:
Finished 35,584 37,871
Semi-finished 10,562 11,595
Raw materials 4,097 3,478
Supplies 10,990 12,922
--------- ---------
Total inventories 61,233 65,866
--------- ---------
Total Current Assets 101,394 107,755
--------- ---------
--------- ---------
Non-Current Assets 19,531 19,389
--------- ---------
Plant and Equipment, at cost 220,118 220,578
Less - accumulated depreciation 134,632 131,531
--------- ---------
Net Plant and Equipment 85,486 89,047
--------- ---------
Total Assets $ 206,411 $ 216,191
========= =========
</TABLE>
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<PAGE> 4
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
CONSOLIDATED BALANCE SHEETS
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
Mar. 31, Sep. 30,
LIABILITIES AND STOCKHOLDERS' DEFICIT 1999 1998
(Unaudited)
----------- ---------
<S> <C> <C>
LIABILITIES NOT SUBJECT TO COMPROMISE:
Current liabilities:
Accounts payable and accrued expenses $ 10,251 $ 56,357
Accrued compensation 5,312 5,400
Current portion of long-term debt 62,421 106,048
Accrued costs of pension plans -- 15,000
Other 4,800 3,684
---------- ---------
Total Current Liabilities 82,784 186,489
---------- ---------
Non-Current Liabilities:
Accrued costs of pension plans -- 57,328
Accrued postretirement medical benefits -- 73,470
Other 4,458 1,923
---------- ---------
Total Non-Current Liabilities 4,458 132,721
---------- ---------
Liabilities Subject to Compromise:
Accounts payable & accrued expenses 50,085 --
Accrued postretirement medical benefits 71,874 --
Accrued costs of pension plans 73,107 --
Long-term debt 25,990 --
Other 3,159 --
---------- ---------
Total Liabilities Subject to Compromise 224,215 --
---------- ---------
Stockholders' Deficit:
Preferred stock, no par value, authorized 2,000,000
shares; issued and outstanding 416,667 shares 83 83
Common stock, $0.01 par value, authorized 25,000,000
shares; issued and outstanding 4,056,140 shares 41 41
Capital in excess of par value 59,294 59,482
Accumulated deficit (100,958) (99,119)
Minimum pension liability adjustment (63,506) (63,506)
---------- --------
Total Stockholders' Deficit (105,046) (103,019)
---------- ---------
Total Liabilities and Stockholders' Deficit $ 206,411 $ 216,191
========== =========
</TABLE>
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<PAGE> 5
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
---------------------------
1999 1998
---------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,839) $(5,710)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 3,184 3,625
Other charges -- 2,093
Change in deferred income taxes -- (3,908)
Changes in assets and liabilities that provided (used) cash:
Accounts receivable 3,746 4,777
Inventories 4,633 (1,632)
Accounts payable and accrued expenses 6,128 5,658
Accrued pension cost 2,022 4,924
Pension cash funding (604) (5,145)
Accrued postretirement medical benefits (1,596) (2,118)
Other assets and liabilities 1,777 (304)
-------- -------
Net cash provided by operating activities 17,451 2,260
-------- -------
Cash flows provided by investing activities:
Capital expenditures (482) (2,293)
Proceeds from sale of assets 833 3,625
-------- -------
Net cash provided by investing activities 351 1,332
-------- -------
Cash flows from financing activities:
Net change in pre-petition bank facility (37,046) (2,536)
Net change in post-petition bank facility 19,727 --
Payment on long-term debt (prior to bankruptcy filing (318) (636)
Payment of financing costs (prior to bankruptcy filing (100) (361)
-------- -------
Net cash used in financing activities (17,737) (3,533)
-------- -------
Cash and cash equivalents:
Net increase during the period 65 59
At beginning of year 192 136
-------- -------
At end of period $ 257 $ 195
======== =======
</TABLE>
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<PAGE> 6
LACLEDE STEEL COMPANY AND SUBSIDIARIES
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. GENERAL
The accompanying unaudited consolidated financial statements include the
accounts of Laclede Steel Company and its subsidiaries (the "Company").
All intercompany accounts and transactions have been eliminated. The
consolidated financial statements reflect all adjustments (such
adjustments are of a normal recurring nature unless otherwise disclosed in
these interim financial statements) which are in the opinion of management
necessary for a fair statement of the results for the interim periods.
The results of operations for the six months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full fiscal
year ending September 30, 1999. The financial results for the fiscal year
ending September 30, 1999 are subject to annual audit. The Quarterly
Report on Form 10-Q should be read in conjunction with the Company's
Annual Report on Form 10-K for the nine month period ended September 30,
1998.
The unaudited consolidated financial statements have been prepared in
accordance with the American Institute of Certified Public Accountants
Statement of Position 90-7, Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code. The financial statements have
been prepared using accounting principles applicable to a going concern,
which assumes realization of assets and settlement of liabilities in the
normal course of business. The appropriateness of using the going concern
basis is dependent upon, among other things, the ability to comply with
debtor-in-possession financing agreements, confirmation of a plan of
reorganization, the ability to achieve profitable operations, and the
ability to generate sufficient cash flow from operations to meet its
obligations.
The accompanying unaudited consolidated balance sheet as of March 31, 1999
segregates liabilities subject to compromise, such as unsecured claims,
from liabilities not subject to compromise, such as fully secured
liabilities and liabilities arising subsequent to filing bankruptcy. A
plan of reorganization could materially change the amounts currently
recorded in the consolidated financial statements. The consolidated
statements that might result from the outcome of this uncertainty may be
materially different than those presented herein.
Reorganization items represent expenses incurred by the Company as a
result of the bankruptcy filing and proceedings which are required to be
expensed as incurred.
2. BANKRUPTCY PROCEEDINGS
On November 30, 1998, as a result of a decline in the Company results of
operations during the nine months ended September 30, 1998 reflecting,
among other factors the deterioration in steel demand and selling prices
since the end of last year, the Company and its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code. The Company is in possession of its properties and
assets and continues to operate with its existing directors and officers
as debtors-in-possession. As debtors-in-possession, the Company is
authorized to operate its business, but may not engage in transactions
outside of the normal course of business without approval, after notice
and hearing, of the Bankruptcy Court.
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<PAGE> 7
Pursuant to the provisions of the Bankruptcy Code, as of the petition date
actions to collect pre-petition indebtedness owed by the Company are
stayed and other pre-petition contractual obligations may not be enforced
against the Company. In addition, as debtors-in-possession, the Company
has the right, subject to the Bankruptcy Court's approval and certain
other conditions, to assume or reject any pre-petition executory contracts
and unexpired leases. Parties affected by these rejections may file claims
with the Bankruptcy Court in accordance with the reorganization process.
The Company cannot presently determine or reasonably estimate the ultimate
liability that may result from rejecting leases or executory contracts,
and no provisions have been made for these items. In addition, the Company
expects the Pension Benefit Guaranty Corporation to assume its defined
benefit pension plans. Accordingly, these obligations have been included
as liabilities subject to compromise. Beginning in December 1998 pension
cost accruals have been adjusted to reflect only the estimated cost
related to service subsequent to the petition date.
Schedules have been filed by the Company with the Bankruptcy Court setting
forth the assets and liabilities of the debtors as of the filing date as
reflected in the Company's accounting records. Differences between amounts
reflected in such schedules and claims filed by creditors will be
investigated and resolved or adjudicated before the Bankruptcy Court. The
ultimate amount and settlement terms for such liabilities are subject to a
plan of reorganization, and accordingly, are not presently determinable.
The disposition of the company's postretirement medical obligations has
not as yet been determined and these obligations have been included as
liabilities subject to compromise. Pursuant to the provisions of the
Bankruptcy Code the Company currently continues to incur the cost of the
postretirement medical plans and appropriate accruals have been recorded
in the financial statements. The Bankruptcy Court has approved payment of
certain pre-petition liabilities such as employee wages and benefits. The
Bankruptcy Court has also allowed for the retention of legal and financial
professionals. These items are recorded as accounts payable and accrued
expenses not subject to compromise.
On November 30, 1998 the Company obtained an $85 million thirteen-month
debtor-in-possession financing facility (the "DIP Facility") from its
existing lenders, which replaced its existing Bank Credit Facility. On
December 23, 1998 the court issued an order approving the new facility.
The DIP Facility provides for revolving credit loans based on accounts
receivable and inventory levels with advance rates comparable to the prior
Bank Credit Facility. Under terms of the DIP Facility, the Company also
has access to additional availability in excess of that provided under the
previous agreement. As of March 31, 1999 the Company had unused
availability under the DIP Facility of approximately $9.5 million.
In connection with the DIP Facility, as amended, the Company must maintain
compliance with several restrictive financial covenants, including the
maintenance of specific levels of operating cash flow and minimum
operating contributions from the Alton Steel operations, as defined. These
covenants are effective beginning with the four-month period ending March
31, 1999 with respect to operating cash flow, and for the three-month
period ending March 31, 1999 with respect to Alton Steel operations, as
defined. As of March 31, 1999 the Company was in compliance with these
covenants.
The Company intends to present a plan of reorganization to the Bankruptcy
Court to reorganize the Company's businesses and to restructure the
Company's obligations. Under the provisions of the Bankruptcy Code, the
Company has the exclusive right to file such plan at any time during the
120-day period following November 30, 1998. The exclusive filing time
period has been extended by the Bankruptcy Court until July 31, 1999.
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<PAGE> 8
3. UNUSUAL CHARGES (CREDITS)
During the quarter ended December 31, 1998, the Company received $1.8
million as a settlement in connection with a class action lawsuit
involving electrode manufacturers.
In the quarter ended March 31, 1998 the Company recorded non-cash special
charges of $2.1 million relating to the retirement of John B. McKinney as
President and Chief Executive Officer.
4. PIPE AND SKELP OPERATIONS
In August 1998, the Company announced that, in accordance with its Labor
Agreement, it planned to discontinue operation of its 22" Mill at its
Alton, Illinois Plant. Since the announcement, the Company has continued
to operate the mill, primarily as a result of the decline in scrap prices,
which has made the operation of the 22" Mill more economical.
On January 14, 1999 the Company announced, in accordance with its Labor
Agreement, it had given formal notice to the United Steelworkers of
America of its intention to permanently discontinue the operations of its
Alton, Illinois Tube Mill. Although the Company informed officials of the
Union of its intention, at this date the Company remains willing to
explore other alternatives with the Union. The Company continues to meet
with the Union to determine whether there are realistic alternatives to
closing the Alton 22" Mill and Tube Mill. The shutdown of these facilities
would not occur before June 15, 1999.
The Company has been studying a plan to consolidate its pipe operations at
either the Alton Plant or its Fairless, Pennsylvania Pipe Mill since the
summer of 1998. The Company believes consolidation of pipe operations
would allow it to operate more efficiently and reduce excess pipe-making
capacity. The preliminary decision to concentrate operations at the
Fairless Plant reflects the Company's belief that Fairless Pipe Mill's
capabilities are better than those of the Alton Tube Mill, and the
prohibitive cost of relocating related equipment.
Shutdown of the Alton 22" Mill and Tube Mill could affect the employment
of approximately 150 employees of the Alton Plant. After a final decision
is made the 22" Mill and one of the Company's pipe-making facilities may
be sold or abandoned, and recording of an impairment charge is likely at
that time.
5. PER SHARE DATA
Per share amounts have been calculated based on weighted average shares
outstanding of 4,056,140. Net loss per share was computed by dividing the
net earnings after deducting preferred dividend requirements by the
weighted average shares outstanding.
* * * * * *
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion and analysis below should be read in conjunction with the
unaudited consolidated financial statements of the Company and the notes to the
unaudited consolidated financial statements included elsewhere in the Form 10-Q.
As described in Note 2 to the unaudited consolidated financial statements, the
Company filed voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code on November 30, 1998. For more information see
Note 2 as well as the Company's Annual Report on Form 10-K for the nine-month
transition period ended September 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended March 31, 1999, operating activities provided $17.5
million in cash which primarily reflects decreases in inventory of $4.6 million,
decreases in accounts receivable of $3.7 million and increases in accounts
payable and accrued expenses of $6.1 million.
Cash flow from financing activities reflected a $17.3 million reduction in
revolving credit borrowings under the Company's bank facility, and payments on
long-term debt of $.3 million.
Under the terms of the Bankruptcy case, liabilities in the amount of $224.2
million are subject to compromise under a plan of reorganization. Pursuant to
the provisions of the Bankruptcy Code and during the pendency of the Bankruptcy
proceeding, the Company does not intend to make contributions to its pension
plans. Generally, actions to enforce or otherwise effect repayment of all
prepetition liabilities as well as all pending litigation against the Company
are stayed while the Company continues its business operations as
debtors-in-possession. The ultimate amount and settlement terms for such
liabilities are subject to a plan of reorganization, and accordingly, are not
presently determinable.
The Company's projections indicate that availability under the DIP Facility
should be adequate to finance its operations through 1999 and all planned
capital expenditures, which will not exceed $6.5 million during the
thirteen-month term of the facility ending December 31, 1999.
Although the Company believes that anticipated cash flows from future operations
and borrowings under the DIP Facility should provide sufficient liquidity for
the Company to meet its debt service requirements, satisfy covenants under the
DIP Facility and fund ongoing operations, there can be no assurance these or
other possible sources will be adequate.
RESULTS OF OPERATIONS
Net sales decreased by $24.7 million in the quarter ended March 31, 1999
compared to the same period of the prior year. This reflects a 24.5% decrease in
steel shipments, as well as an 8.9% decrease in average sales prices for steel
products. The cost of products sold decreased $24.6 million or 31.6% in the
quarter ended March 31, 1999. This decrease is the result of a reduction in
shipping volume, a 34% decrease in steel scrap prices and lower production costs
compared to the same quarter in the previous year.
Selling, general and administrative expenses decreased from $3.8 million for the
quarter ended March 31, 1998 to $2.9 million for the quarter ended March 31,
1999, primarily as a result of reductions in the salaried workforce.
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<PAGE> 10
The decrease of $.9 million in interest expense is reflective of a decreased
average balance of borrowings as well as the discontinuance of recording
interest expense on unsecured prepetition debt pursuant to SOP 90-7.
Contractual interest was $2.0 million for the quarter ended March 31, 1999.
Net sales decreased by $36.2 million in the six months ended March 31, 1999
compared to the same period of the prior year. This reflects a 20.7% decrease in
steel shipments, as well as a 6.8% decrease in average sales prices for steel
products. The cost of products sold decreased $39.4 million or 25.4% for the six
months ended March 31, 1999. This decrease is the result of a reduction in
shipping volume, a 27% decrease in steel scrap prices and lower production costs
compared to the same quarter in the previous year.
Selling, general and administrative expenses decreased from $7.5 million for the
six months ended March 31, 1998 to $6.1 million for the six months ended March
31, 1999, primarily as a result of reductions in the salaried workforce.
The decrease of $1.2 million in interest expense is reflective of a decreased
average balance of borrowings as well as the discontinuance of recording
interest expense on unsecured prepetition debt pursuant to SOP 90-7.
During the first quarter ended December 31, 1998, the Company received a $1.8
million settlement pursuant to a class action electrode lawsuit.
In the quarter ended March 31, 1998 the Company recorded non-cash special
charges of $2.1 million relating to the retirement of John B. McKinney as
President and Chief Executive Officer.
YEAR 2000
The Company has been focused on the year 2000 issue since 1996. The first phase
of the Company's year 2000 management was to designate a project leader,
identify specific plant and business operation team leaders and create a list of
business and information systems and non-information systems that required
assessment. The second phase was to form teams to evaluate identified systems
for year 2000 compliance. The Company has completed phase one and two and begun
phase three, which is to develop a schedule to achieve compliance and begin to
repair and/or replace non-compliant systems. The Company expects to be year 2000
compliant in all material respects by the end of calendar 1999.
BUSINESS AND INFORMATION SYSTEMS ("IT SYSTEMS") - The Company believes that its
mainframe business computer system is fully year 2000 compliant except for its
accounts receivable software. After recent evaluation the Company anticipates
this software will be brought into compliance by the end of calendar 1999. The
Company also has twenty desktop computers that will require replacement during
1999.
NON-IT SYSTEMS - There are a number of non-IT system issues at the Company's
Alton, Illinois facility. Several systems related to the electric melt shop will
require software upgrades or replacement including the power measurement
software, the ladle metallurgy furnace, the caster control system and the
chemical analysis equipment. The Alton facility's 14" Mill also has a number of
systems that will require software upgrades or replacement including the process
logic control system and the mill's tracking device and monitor equipment. In
addition, the Company has been unable to independently evaluate several systems
related to the Alton 14" Mill and is awaiting response from various equipment or
software vendors as to year 2000 compliance.
No material year 2000 compliance issues have been identified at the Company's
Fremont Wire Mill, Fairless Hills Pipe Mill or the Vandalia Pipe Finishing
Facility.
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<PAGE> 11
CUSTOMERS AND VENDORS - The Company has communicated with its significant
customers and vendors to understand their year 2000 issues and how they might
prepare themselves to manage these issues as they relate to the Company. To
date, no significant customers or vendors have informed the Company that a
material year 2000 issue exists which would have a material effect on the
Company. One of the Company's primary sources of electricity, however, has
informed the Company that the utility's critical systems will not be year 2000
compliant until September 1999. If such utility were unable to achieve full year
2000 compliance before December 31, 1999, and electricity is unavailable at such
date, such facility of the Company would be unable to conduct manufacturing
operations which would be a material adverse event.
The Company is in the process of developing a comprehensive contingency plan to
address year 2000 compliance matters that would interfere with or interrupt its
manufacturing process. Although this plan has not been finalized, initial
recommendations from the Company's year 2000 project leader include the
intentional shut-down of the Alton facility immediately prior to Saturday,
January 1, 2000 and a systematic start-up of each separate operating unit within
the Alton facility on the next scheduled day of plant operations.
During calendar 1999, the Company will continually review its progress against
its year 2000 plans and conclude on the appropriate and feasible contingency
plans to reduce its exposure to year 2000 related issues.
Based on the Company's current assessment, the costs of addressing potential
problems are not currently expected to have a material adverse impact on the
Company's financial position, results of operations or cash flows in future
periods. If the Company or its customers or vendors identify year 2000 issues in
the future, however, and are unable to resolve such issues in a timely manner,
it could result in a material financial risk. Accordingly, the Company plans to
devote the necessary resources to resolve all significant year 2000 issues in a
timely manner.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The foregoing Management's Discussion and Analysis and other portions of this
report on Form 10-Q and previous reports, contain various "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Sections 21E of the Securities Exchange Act of 1934, as amended,
which represent the Company's expectations or beliefs concerning future events,
including the following: statements regarding the overall demand for steel;
statements regarding the ability to maintain sales prices; statements regarding
productivity improvement programs; statements regarding the Company's
profitability; statements regarding future borrowing capacity; statements
regarding Year 2000 compliance and statements regarding future pension funding
requirements. In addition, statements containing expressions such as "believes,"
"anticipates" or "expects" used in the Company's periodic reports on Forms 10-K,
10-Q and 8-K filed with the SEC are intended to identify forward-looking
statements.
Forward-looking statements by the Company and its management are based on
estimates, projections, beliefs and assumptions of management and are not
guarantees of future performance. The Company disclaims any obligation to update
or revise any forward-looking statement based on the occurrence of future
events, the receipt of new information, or otherwise. The Company cautions that
these and similar statements included in this report and in previously filed
periodic reports including reports filed on Forms 10-K, 10-Q and 8-K and further
qualified by important factors that could cause actual results to differ
materially from those in the forward-looking statement, including, without
limitation, the following: decline in sales prices for steel products; increases
in the cost of steel scrap; failure to obtain significant benefits from the
Company's cost reduction and productivity improvement programs; increased
domestic or foreign steel competition; decreases in the market value of the
Company's qualified pension plan assets; increases in financing costs, labor
relations, and adverse developments arising from the Chapter 11 proceedings and
adverse developments in the timing or results from the Company's current
business plan.
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<PAGE> 12
ITEM 3. QUANTITIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK.
None
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(3)(a) Registrant's Certificate of Incorporation as restated October
28, 1996. (Incorporated by reference to Exhibit (3) in
Registrant's Quarterly Report on Form 10-Q for September 30,
1996.)
(3)(b) By-laws of Registrant amended October 21, 1998. (Incorporated
by reference to Exhibit (3)(b) in Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1998.)
(4)(a) Registrant's Loan and Security Agreement dated as of September
7, 1994 amended and restated as of August 20, 1997.
(Incorporated by reference to Exhibit (4)(a) in Registrant's
Quarterly Report on Form 10-Q for September 30, 1997.)
(4)(b) First amendment dated December 30, 1997 to the Company's
Restated Loan and Security Agreement. (Incorporated by
reference to Exhibit (4)(b) in Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.)
(4)(c) Second amendment effective March 27, 1998 to the Company's
Restated Loan and Security Agreement. (Incorporated by
reference to Exhibit (4)(c) in Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997).
(4)(d) Third amendment dated August 11, 1998 to the Company's
Restated Loan and Security Agreement. (Incorporated by
reference to Exhibit (4)(d) in Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1998.)
(4)(e) Registrant's Postpetition Loan and Security Agreement dated
December 1, 1998. (Incorporated by reference to Exhibit (4)(e)
in Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998.)
(4)(f) First Amendment to Postpetition Loan and Security Agreement
dated December 23, 1998. (Incorporated by reference to Exhibit
(4)(f) in Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998.)
(4)(g) Certificate of Designation of Series A Preferred Stock dated
July 30, 1996. (Incorporated by reference to Exhibit (4)(i) in
the Registrant's Quarterly Report on Form 10-Q for June 30,
1996.)
(b) Reports on Form 8-K - None
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
LACLEDE STEEL COMPANY
--------------------------------------
/s/ Michael H. Lane
--------------------------------------
Michael H. Lane
Executive Vice President
Chief Financial Officer
Duly Authorized Officer and
Principal Financial Officer
Date: May 14, 1999
---------------------
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
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0
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