<PAGE> 1
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): December 15, 2000
LACLEDE STEEL COMPANY
---------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-3855 43-0368310
--------------- ------------ ----------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
440 North Fourth Street, 3rd Floor
St. Louis, Missouri 63102
---------------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
314-425-1400
------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 18, 2000, the Registrant's subsidiary, Laclede Mid
America Inc., sold substantially all of its assets to Leggett & Platt,
Incorporated for $24.5 million. The purchase price is subject to adjustment in
certain circumstances. The Asset Purchase Agreement, dated December 5, 2000, by
and between Leggett & Platt, Incorporated, as buyer, and Laclede Mid America
Inc. and Registrant, as seller, filed as Exhibit 2(a) hereto is incorporated
herein by reference. The Registrant's press release dated December 18, 2000
filed as Exhibit 20 hereto is incorporated herein by reference.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On December 15, 2000, the United States Bankruptcy Court,
Eastern District of Missouri Eastern Division, confirmed the Registrant's
Restated Second Amended Joint Plan of Reorganization (the "Plan"). In order for
the Plan to become effective, Registrant must complete negotiations for and
enter into a new secured loan facility.
Under terms of the Plan, all of the Registrant's currently
outstanding preferred stock, no par value (416,667 shares outstanding) and
common stock, $0.01 par value (4,056,140 shares outstanding) will be canceled on
the effective date of the Plan ("Effective Date") and no payments will be made
on claims arising from or related to such equity interests.
After the Effective Date, the Registrant will be authorized by
its amended and restated certificate of incorporation to issue 8,000,000 shares
of common stock, $0.01 par value per share ("New Common Stock"). Under the Plan,
4,400,000 shares of New Common Stock will be issued and outstanding immediately
following the Effective Date and 600,000 options for new Common Stock will be
issued to non-management employees one year after the Effective Date. As of the
Effective Date, the New Common Stock will be allocated approximately as follows:
Pension Benefit Guaranty Corporation (43.57%); unsecured creditors of Registrant
(34.73%): unsecured creditors of Laclede Chain Manufacturing Company (1.14%);
employee stock ownership plan (14.22%); and management stock (6.35%). As of the
Effective Date, the Registrant shall operate under a nine member Board of
Directors including two directors designated by the United Steelworkers of
America. For information as to the assets and liabilities of Registrant as of a
recent date, see the Registrant's annual report on Form 10-K filed with the
Commission on December 15, 2000.
The Plan filed as Exhibit 2(b) hereto is incorporated herein by reference. The
Registrant's press release dated December 18, 2000 filed as Exhibit 20 hereto is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No.
(Referenced to Item 601(b) of Regulation S-K)
ii
<PAGE> 3
Exhibit 2(a) - Asset Purchase Agreement, dated
December 5, 2000, by and between Leggett & Platt, Incorporated and Laclede Mid
America Inc. and Registrant
Exhibit 2(b) - Registrant's Restated Second Amended
Joint Plan of Reorganization, dated December 15, 2000
Exhibit 20 - Press release of the Registrant dated
December 19, 2000
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: December 22, 2000 By: /s/ Michael H. Lane
-------------------------------------------
Michael H. Lane
Executive Vice President and Chief
Financial Officer
iii
