SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 18)*
LACLEDE STEEL COMPANY
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
505606103
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(CUSIP Number)
FRIED, FRANK, HARRIS, SHRIVER IVACO INC.
& JACOBSON PLACE MERCANTILE
ONE NEW YORK PLAZA 770 RUE SHERBROOKE OUEST
NEW YORK, NY 10004 MONTREAL, QUEBEC, CANADA H3A 1G1
ATTN: JEFFREY BAGNER, ESQ. ATTN: GUY-PAUL MASSICOTTE
(212) 859-8000 VICE PRESIDENT,
GENERAL COUNSEL
AND SECRETARY
(514) 288-4545
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
DECEMBER 15, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box[ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 505606103 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IVACO INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,869,157
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,869,157
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,869,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 505606103 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IVACAN INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,869,157
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,869,157
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,869,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 505606103 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
LCL HOLDINGS I, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,869,157
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,869,157
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,869,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 18 amends and supplements the text of the Statement
on Schedule 13D initially filed on April 18, 1974 and as amended from time
to time thereafter (the "Schedule 13D") relating to the common stock, par
value $.01 per share (the "Laclede Common Stock"), of Laclede Steel
Company, a Delaware corporation ("Laclede"). Capitalized terms used and not
defined in this Amendment have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
ITEM 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented as follows:
On December 15, 1998, Ivaco transferred its entire membership interest
in LCL I, which represents a 100% interest in LCL I, to Ivacan Inc.
("Ivacan"), a Canadian corporation, which is a wholly owned subsidiary of
Ivaco. In a letter dated January 20, 1999, Ivaco and Ivacan notified
Midwest Holdings, Inc. ("Midwest Holdings") a Delaware corporation, and BSC
of the transfer of the membership interests of LCL I to Ivacan and that
Ivacan agreed to be bound by all of the terms and conditions of the
Purchase Agreement.
On July 29, 1998, Midwest Holdings notified LCL I, pursuant to Section
2 (the "Voting Agreement") of the Purchase Agreement, that it was canceling
the Voting Agreement and the Proxy which was granted to Midwest Holdings by
LCL I on September 26, 1997, relating to the 1,009,325 Holdings I Common
Shares and the 183,333 Holdings I Preferred Shares owned by LCL I
(collectively, the "Shares"), as to any and all of such Shares as of
September 24, 1998. Midwest Holdings also informed LCL I that it intends
from and after July 29, 1998, to exercise its voting rights and the Proxy
with respect to the Shares on a neutralized basis in any shareholder vote
prior to September 24, 1998.
ITEM 5. Interest in Securities of the Issuer
Item 5(a)(i) is amended and restated in its entirety as follows:
(a)(i) According to the Form 10-K Transition Report filed by Laclede
with the Securities and Exchange Commission for the transition period from
January 1, 1998 to September 30, 1998, Laclede had, as of September 30,
1998, 4,056,140 shares of the Laclede Common Stock issued and outstanding.
Accordingly, the LCL I Common Shares and the LCL I Conversion Shares
represent approximately 38% of Laclede's issued and outstanding shares
(which number, for purposes of these calculations, includes the LCL I
Conversion Shares but not any other securities that may be converted into
the shares of the Laclede Common Stock, including any of the LCL II
Preferred Shares).
Item 5(b) is amended and supplemented by adding the following:
(b) Resulting from the transactions described in Item 4 as of December
15, 1998 and September 24, 1998, Ivaco, as the sole owner of Ivacan, which
is the sole member of LCL I, has the sole power to vote or to direct the
vote of and dispose of (i) the 1,009,325 Holdings I Common Shares and (ii)
the 859,832 Holdings I Conversion Shares, for a total of 1,869,157 shares
of Common Stock (assuming the conversion of all Holdings I Preferred
Shares).
On December 15, 1998, Ivaco transferred its entire membership interest
in LCL I to Ivacan, which is a wholly owned subsidiary of Ivaco, and
notified Midwest Holdings and BSC of such transfer and that Ivacan agreed
to be bound by all of the terms and conditions of the Purchase Agreement.
See "Recent Events" in Item 4.
On July 29, 1998, Midwest Holdings notified LCL I that it is canceling
the Proxy and Voting Agreement relating to the Holdings I Common Shares and
the Holdings I Conversion Shares as of September 24, 1998. In addition,
Midwest Holdings informed LCL I that it intends from and after July 29,
1998, to exercise its voting rights and the Proxy with respect to the
Shares on a neutralized basis in any shareholder vote prior to September
24, 1998. See "Recent Events" in Item 4.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is amended by adding the following:
On December 15, 1998, Ivaco transferred its entire membership interest
in LCL I to Ivacan, which is a wholly owned subsidiary of Ivaco, and
notified Midwest Holdings and BSC of the transfer and that Ivacan agreed to
be bound by all of the terms and conditions of the Purchase Agreement. See
"Recent Events" in Item 4.
On July 29, 1998, Midwest Holdings notified LCL I that it is canceling
the Proxy and Voting Agreement relating to the Holdings I Common Shares and
the Holdings I Conversion Shares as of September 24, 1998. In addition,
Midwest Holdings informed LCL I that it intends from and after July 29,
1998, to exercise its voting rights and the Proxy with respect to the
Shares on a neutralized basis in any shareholder vote prior to September
24, 1998. See "Recent Events" in Item 4.
ITEM 7. Material to be Filed as Exhibits
Item 7 is amended by adding the following exhibit:
Exhibit A Letter Agreement between Ivaco Inc. and Ivacan Inc.
transferring the membership interest in LCL Holdings I,
LLC, dated December 15, 1998.
Exhibit B Letter from Ivaco Inc. and Ivacan Inc. to Birmingham
Steel Corporation and Midwest Holdings Inc., dated
January 20, 1999.
Exhibit C Letter from Midwest Holdings, Inc. to LCL Holdings I, LLC
canceling the Proxy and Voting Agreement, dated July 29,
1998.
<PAGE>
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.
Dated: February 5, 1999
IVACO INC.
By:/s/ Guy-Paul Massicotte
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Guy-Paul Massicotte,
Vice President, General Counsel
and Secretary
IVACAN INC.
By:/s/ Guy-Paul Massicotte
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Guy-Paul Massicotte,
Secretary
LCL HOLDINGS I, LLC
By:/s/ Jesse J. Webb
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Jesse J. Webb,
its Manager
EXHIBIT A
[LOGO OF IVACO]
IVACO INC., PLACE MERCANTILE, 770 RUE SHERBROOKE OUEST
MONTREAL (QUEBEC) CANADA H3A 1G1 TEL (514) 288-4545
ALBERT A. KASSAB, C.A.
Senior Vice-President and
Chief Financial Officer December 15, 1998
TO: Ivacan Inc.
This is to confirm and ratify our agreement as follows:
1. TRANSFER OF INTEREST: Ivaco Inc. ("Ivaco") hereby transfers all its
outstanding membership interest in LCL Holdings I, LLC ("Holdings I"), in
consideration for one fully paid and non-assessable common share of Ivacan
Inc. ("Ivacan") issued today to Ivaco, the receipt of which is hereby
acknowledged by Ivaco. Ivacan hereby acknowledges receipt of a form of
assignment dated December 15, 1998, duly executed by Ivaco, together with
certificate No. 001 representing a 100% interest in Holdings I.
2. NOTIFICATION AND UNDERTAKING: Ivaco hereby agrees to notify Midwest
Holdings Inc. (c/o Birmingham Steel Corporation) of the transfer of
interest mentioned in (1) above, pursuant to a certain purchase agreement
made as of September 26, 1997 by and among Ivaco, Holdings I, Midwest
Holdings Inc. and Birmingham Steel Corporation (the "Purchase Agreement").
In addition, Ivacan shall agree to be bound by all the terms and
conditions of the Purchase Agreement.
3. REPRESENTATIONS: Ivaco hereby represents and warrants that, as of the
date hereof, Ivaco owns its membership interest in Holdings I free and
clear of any liens, adverse claims of encumbrances.
Yours truly,
Ivaco Inc.
By: /s/ Albert A. Kassab
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Albert A. Kassab
Senior Vice-President and
Financial Officer
ACCEPTED this 15th day of December, 1998
Ivacan Inc.
By: /s/ Guy-Paul Massicotte
---------------------------------
Guy-Paul Massicotte
Secretary
EXHIBIT B
[LOGO OF IVACO]
IVACO INC., PLACE MERCANTILE, 770 RUE SHERBROOKE OUEST
MONTREAL (QUEBEC) CANADA H3A 1G1 TEL (514) 288-4545
ALBERT A. KASSAB, C.A.
Senior Vice-President and
Chief Financial Officer
January 20, 1999
By telecopier (205) 970-1353
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Birmingham Steel Corporation
1000 Urban Center Drive, Suite 300
Birmingham, Alabama 35242
Attention: Mr. Robert A Garvey
Chairman of the Board and Chief Executive Officer
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Dear Mr. Garvey:
This letter shall serve to notify Midwest Holdings Inc. and Birmingham
Steel Corporation that Ivaco Inc. ("Ivaco") and Ivacan Inc. ("Ivacan"), a
wholly-owned subsidiary of Ivaco, have signed an agreement for the transfer
by Ivaco to Ivacan of all of Ivaco's membership interest in LCL Holdings I,
LLC, effective as of December 15, 1998.
Accordingly, Ivacan hereby undertakes and agrees to be bound by all
the terms and conditions of the Purchase Agreement as of the effective date
of transfer.
Very truly yours,
Ivaco Inc. Ivacan Inc.
By: /s/ Albert A. Kassab By: /s/ Guy-Paul Massicotte
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Albert A. Kassab Guy-Paul Massicotte
Senior Vice-President and Secretary
Financial Officer
EXHIBIT C
[LETTERHEAD of BIRMINGHAM STEEL CORPORATION]
BIRMINGHAM STEEL CORPORATION
Cancellation of Proxy and Voting Agreement
July 29, 1998
VIA FACSIMILE AND FEDERAL EXPRESS
LCL Holdings I
c/o Ivaco, Inc.
Place Mercantile
770 Rue Sherbrooke Quest
Montreal, Quebec, Canada H3A 1G1
Attn: Guy-Paul Massicotte, Esq.
Re: Proxy and Voting Agreement Relating to Laclede Stock
Gentlemen:
This letter is to inform you that Midwest Holdings, Inc. ("Midwest"),
pursuant to Section 2 (the "Voting Agreement") of the Purchase Agreement
dated as of September 26, 1997 by and among Ivaco, Inc., LCL Holdings I,
LLC ("LCL"), Midwest and Birmingham Steel Corporation, hereby cancels the
Voting Agreement and related proxy (the "Proxy"), which was granted to
Midwest by LCL on September 26, 1997 relating to the 1,009,325 shares of
common stock, par value $.01 per share, of Laclede Steel Company
("Laclede") and the 183,333 shares of Series A Preferred Stock, no par
value, of Laclede (collectively, the "Shares" owned by LCL, as to any and
all of the Shares as of September 24, 1998. In addition, Midwest hereby
informs you of its intention, from and after the date hereof, to exercise
its proxy and voting rights over the Shares on a neutralized basis in any
shareholder vote prior to September 24, 1998 (i.e., in proportion to the
votes otherwise cast on matters presented to the shareholders of Laclede).
Sincerely,
MIDWEST HOLDINGS, INC.
By:/s/ William R. Lucas, Jr.
-------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
