SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended September 30, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTIONS BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has verified
any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
LACLEDE STEEL COMPANY
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Full Name of Registrant
440 North 4th Street, Suite 300
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Address of principal executive offices
St. Louis, Missouri 63102
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City, State and Zip Code
PART II
RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
<PAGE>
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and;
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(b)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed).
Uncertainty as to the requirements of generally accepted accounting principles
for accruing certain pension liabilities with respect to a company which has
sought protection under Chapter 11 of the United States Bankruptcy Code delayed
the Company's preparation of its financial statements. In addition, the
Company's actuary became ill, which prevented the Company from calculating the
pension liabilities referred to above. As a result of the delays, the Company's
directors have not had, and will not have, adequate time to review the financial
statements or to complete the Form 10-K prior to the filing deadline. The
Company believes that its annual report on Form 10-K will be filed on or before
January 13, 2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael H. Lane (314) 425-1400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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<TABLE>
<CAPTION>
Five-Year Financial Summary
(in Thousands of Dollars except Per Share Data)
<S> <C> <C> <C> <C> <C>
Nine-Month
Fiscal Transition Period
Year Ended Ended
September 30, September 30 Years Ended December 31
-----------------------------------------------
1999 1998 1997 1996 1995
------------------- ------------------- --------------- --------------- ---------------
Net Sales $ 241,582 $ 232,289 $325,029 $ 335,381 $ 320,350
Restructuring, Asset Impairment
and other Charges (Credits) $ 7,177 $ 27,646 $ (987) $ 1,559 $ 17,694
Net Loss $ (21,353)* $ (83,812) $ (3,007) $ (9,985) $ (10,137)
Basic and Diluted Net Loss Per
Common Share $ (5.28) $ (20.73) $ (0.83) $ (2.50) $ (2.50)
Other Financial Data:
Total Assets $ 190,071 $ 216,191 $313,820 $ 331,110 $ 349,778
Working Capital 20,476 (78,734) 55,899 62,001 87,759
Capital Expenditures 1,510 3,848 3,016 10,726 13,847
Long-Term Debt (Subject to
Compromise in 1999) 25,990 -- 109,157 107,889 118,791
Stockholders' Equity (Deficit) (85,986) (103,019) 21,101 17,245 16,518
Stockholders' Equity (Deficit)
Per Common Share $ (21.20) $ (25.40) $ 5.20 $ 4.25 $ 4.07
Cash Dividends
Per Common Share $ -- $ -- $ -- $ -- $ --
</TABLE>
* Includes $6,052 in reorganization costs, $6,215 in non-cash periodic pension
costs recorded in excess of current service costs, and $7,177 in restructuring,
asset impairment and other charges (credits).
Operating Results 1997 to 1999
On October 22, 1998 the Company changed its fiscal year end from
December 31 to September 30. Accordingly, results of operations for the
transition period ended September 30, 1998 cover a nine-month period.
In the twelve months ended September 30, 1999 the Company incurred a
net loss of $21.4 million. Included in the net loss is $6.1 million for
reorganization expenses (primarily professional fees incurred in connection with
the bankruptcy proceedings), $11.7 million in pension curtailment losses, and
$6.2 million in non-cash periodic pension costs in excess of current service
costs. Termination of the Company's hourly and salaried pension plans will be an
integral part of the plan of reorganization. Management believes the pension
liabilities, other than costs for service subsequent to the bankruptcy filing
date, will be assumed by the Pension Benefit Guaranty Corporation. In fiscal
1999 the Company also recorded income of $4.6 million, recognizing settlements
of class action lawsuits involving electrode manufacturers. Excluding these
charges and credits, the net loss for the year ended September 30, 1999 was
approximately $2.0 million.
<PAGE>
The net loss for the nine-month transition period ended September 30,
1998 was $83.8 million. In 1998 the Company recorded asset impairment and other
charges of $27.6 million, including losses of approximately $4.6 million and
$15.4 million related to the shutdown of its Memphis plant and HTMR facility,
respectively. Additionally, the Company also recorded charges of $7.6 million in
connection with the retirements of several officers of the Company and certain
restructuring expenses. Included in this amount is approximately $5.8 million in
primarily non-cash settlement and curtailment expenses relating to the Company's
Key Employee Retirement Plan.
The Company also recorded a provision for income taxes in 1998 of $31.1
million, reflecting a valuation allowance for deferred tax assets.
The net loss for 1997 was $3.0 million. In the first quarter of 1997
the Company realized an after-tax gain of $.6 million on the sale of its Benwood
Facility.
The change in net sales for the last three fiscal periods is analyzed
as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(In Thousands)
------------------------------------------------------------------------------
Nine-Month Transition
Twelve Months Ended Period Ended
September 30, 1998 Vs. September 30, 1998 Vs.
Twelve Months Ended Nine Months Ended
September 30, 1999 September 30, 1997 1997 Vs. 1996
------------------ ------------------ -------------
Decrease in net sales $ (70,380) $ (13,067) $ (10,352)
------------ ------------ ------------
Comprised of:
Decrease in volume $ (52,151) $ (5,562) $ (13,107)
Increase (Decrease) in price $ (18,229) $ (7,505) $ 2,755
</TABLE>
In the twelve months ended September 30, 1999 total steel shipments
declined by 21.1% compared to the twelve-month period ended September 30, 1998.
Average selling prices for pipe and tubular products decreased by 8.6%, while
prices for hot rolled and semi-finished products declined by 5.6% and 3.8%,
respectively. Shipments of chain products increased by 2.8% in 1999 over the
prior twelve-month period.
Cost of products sold decreased by $86.0 million, or 27.7%, in the year
ended September 30, 1999, compared to the preceding twelve months. This reflects
the reduction in steel shipments and a decline in average scrap prices of
approximately 26%. In addition, in fiscal 1999 there were significant
productivity improvements and reductions in maintenance costs and plant overhead
costs at the Alton Plant.
In the 1998 transition period, the decrease in net sales of $13.1
million compared to nine months ended September 30, 1997 reflects a 2.6%
decrease in steel shipments, which primarily occurred in the third quarter. In
<PAGE>
the third quarter of 1998 steel shipments declined 14.0% when compared to the
third quarter of 1997. This reflects the overall decline in demand for steel
products and the unprecedented increase in foreign imports.
For the nine-month transition period ended September 30, 1998 pipe and
tubular selling prices declined about 4.5%. This was partially offset by higher
price realizations on hot rolled and wire products.
Cost of products sold increased $10.1 million in the first nine months
of 1998 versus the comparable period of 1997, despite the decrease in shipping
volume. This reflects the negative effect which the Company's inventory
reduction program had on production and maintenance costs per ton. In addition,
costs were negatively impacted by increases in workers' compensation expenses
and provision for slow moving and obsolete inventories.
Selling, general and administrative expenses decreased by $2.7 million
in the year ended September 30, 1999 when compared to the proceeding
twelve-month period. The reduction in Alton Plant overhead expenses mentioned
above, and the decrease in selling general and administrative expenses, is
primarily due to a significant reduction in salaried employees since early 1998.
The relocation of the corporate offices in November 1999 will reduce future
selling general and administrative expenses by approximately $250 thousand
annually. Selling, general and administrative expenses increased slightly in the
nine-month transition period ended September 30, 1998 due to higher professional
fees related to restructuring. Interest expense increased in 1998 due to higher
interest rates which more than offset lower amounts outstanding.
Interest expense decreased approximately $4.1 million in the year ended
September 30, 1999 when compared to the proceeding twelve-month period. This
reflects a decrease in borrowings under the Company's debtor-in-possession
financing facility, and the discontinuance of recording interest expense on
unsecured and undersecured prepetition debt pursuant to AICPA Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code" ("SOP 90-7").
General inflation has not had a significant effect on the Company's
sales and revenues, which are more related to factors such as domestic steel
capacity, currency levels, demands for the Company's products and the impact of
foreign steel imports. Imported steel typically has the greatest impact on the
Company's tubular products.
<PAGE>
LACLEDE STEEL COMPANY
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Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 30, 1999 By: /s/ Michael H. Lane
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Michael H. Lane, Executive Vice President,
Chief Financial Officer
