SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------
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. 19)*
LACLEDE STEEL COMPANY
- ---------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- ---------------------------------------------------------------------------
(Title of Class of Securities)
505606103
-------------------------------------------------------
(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
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
AUGUST 3, 1999
-------------------------------------------------------
(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)
- ------------------
*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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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. 19 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 August 3, 1999, Ivacan transferred its entire membership interest in LCL
I, which represents a 100% interest in LCL I, to Ivaco, pursuant to the
wind-up of Ivacan into its parent Ivaco. In a letter dated August 11, 1999,
Ivaco and Ivacan notified Midwest Holdings and BSC of the transfer of the
membership interests of LCL I to Ivaco and that Ivaco agreed to be bound by
all of the terms and conditions of the Purchase Agreement.
ITEM 5. Interest in Securities of the Issuer
Item 5(b) is amended and supplemented by adding the following:
(b) Resulting from the transactions described in Item 4 as of August
3, 1999, Ivaco, 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 August 3, 1999, Ivacan transferred its entire membership interest in LCL
I to Ivaco and notified Midwest Holdings and BSC of such transfer and that
Ivaco agreed to be bound by all of the terms and conditions of the Purchase
Agreement. 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 August 3, 1999, Ivacan transferred its entire membership interest
in LCL I to Ivaco and notified Midwest Holdings and BSC of the transfer and
that Ivaco agreed to be bound by all of the terms and conditions of the
Purchase Agreement. 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 Assignment by Ivacan Inc. to Ivaco Inc. of the membership
interest in LCL Holdings I, LLC, dated August 3, 1999.
Exhibit B Letter from Ivaco Inc. and Ivacan Inc. to Birmingham
Steel Corporation and Midwest Holdings Inc., dated
August 11, 1999.
<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: August 27, 1999
IVACO INC.
By:/s/ Guy-Paul Massicotte
----------------------------------
Guy-Paul Massicotte,
Vice President, General Counsel
and Secretary
IVACAN INC.
By:/s/ Guy-Paul Massicotte
----------------------------------
Guy-Paul Massicotte,
Secretary
LCL HOLDINGS I, LLC
By:/s/ Jesse J. Webb
----------------------------------
Jesse J. Webb,
its Manager
EXHIBIT A
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:
IVACO INC.
the within Membership Interest Units in LCL Holdings I, LLC, a Delaware
limited liability company (the "LLC"), and irrevocably appoints Jesse J.
Webb as agent to transfer said Membership Interest Units in the LLC. The
agent may substitute another to act for him.
We further direct the LLC to issue new Membership Interest Units of a
like Percentage Interest to the above named assignee and deliver such
Membership Interest Units to the above address.
DATED this 3rd day of August, 1999.
MEMBER: Ivacan Inc.
By: /s/ Guy-Paul Massicotte
------------------------------
Guy-Paul Massicotte, Secretary
<PAGE>
CERTIFICATE OF MEMBERSHIP INTEREST UNITS OF
LCL HOLDINGS I, LLC
No. 003 100 Units
LCL Holdings I, LLC, a limited liability company formed under the laws
of the State of Delaware (the "LLC"), hereby certifies that Ivaco Inc. is a
member of the LLC whose number of membership interest units therein (as
defined in the Limited Liability Company Agreement of LCL Holdings I, LLC,
dated as of September 18, 1997 (the "LLC Agreement") under which the LLC
was organized and is operating (copies of which are available at the
principal office of the LLC)), is equal to one hundred (100) and represents
a 100.0% interest in the LLC. The membership interest units represented by
this certificate (this "Certificate") shall be governed by, and all of the
terms and conditions of such membership interest units are set forth in the
LLC Agreement.
This Certificate when coupled with an assignment in the form set forth
on the Assignment attached hereto (or otherwise sufficient to convey an
interest in a limited liability company pursuant to the Delaware Limited
Liability Company Act), duly executed in blank or assigned to a named
assignee, may be used to transfer all or any portion of the percentage
interest evidenced by this Certificate subject to the terms, conditions and
restrictions of the LLC Agreement.
This Certificate has not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws.
Neither this Certificate nor the membership interest units evidenced
hereby, nor any participation herein may be reoffered, sold, assigned,
transferred, pledged, encumbered or otherwise disposed of in the absence of
such registration or unless such transaction is exempt from, or not subject
to, registration. The Holder of this Certificate by its acceptance hereof
acknowledges that said membership interests units are held for investment
purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act, or any state
securities laws. The Holder of this Certificate by its acceptance hereof
acknowledges the right of the LLC prior to any such offer, sale or transfer
(i) to require the delivery of an opinion of counsel, certification and/or
other information satisfactory to the LLC, and (ii) in each of the
foregoing cases, to require that an assignment in the form appearing with
this Certificate is completed and delivered by the offeror, seller or
transferor, as the case may be, to the LLC in the form of the Assignment
appended hereto.
DATED this 3rd day of August, 1999.
LCL HOLDINGS I, LLC
By: /s/ Jesse J. Webb
--------------------------
Jesse J. Webb, its Manager
EXHIBIT B
[IVACO LETTERHEAD]
By telecopier and by courier August 11, 1999
- ----------------------------
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
-------------------------------------------------
Dear Mr. Garvey:
This letter shall serve to notify Midwest Holdings Inc. and
Birmingham Steel Corporation that, as a result of the wind-up of Ivacan
Inc. ("Ivacan") into its parent, Ivaco Inc. ("Ivaco"), all of the
membership interest of Ivacan in LCL Holdings I, LLC has been transferred
back to Ivaco effective as of August 3, 1999.
Accordingly, Ivaco hereby reiterates its undertaking and agrees
to be bound by all the terms and conditions of the Purchase Agreement dated
as of September 26, 1997 by and among Ivaco, LCL Holdings I, LLC, Midwest
Holdings Inc. and Birmingham Steel Corporation.
Yours very truly,
Ivaco Inc. Ivacan Inc.
By:/s/ Albert A. Kassab By:/s/ Guy-Paul Massicote
------------------------- -------------------------
Albert A. Kassab Guy-Paul Massicote
Senior Vice-Pesident and Secretary
Chief Financial Officer
