LUKENS INC /DE/
8-K, 1996-01-24
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)
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<PAGE>
 
                                 UNITED STATES
                       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):   January 24, 1996


                                  LUKENS INC.

             (Exact name of registrant as specified in its charter)
 
 
         Delaware                   1-3258                 23-2451900
      (State or other          (Commission File         (I.R.S. Employer
      jurisdiction of               Number)              Identification
       incorporation)                                        Number)


                             50 South First Avenue
                           Coatesville, Pennsylvania
                    (Address of principal executive offices)

                                   19320-0911
                                   (Zip Code)

                                 (610) 383-2000
              (Registrant's telephone number, including area code)
<PAGE>
 
Item 5.  Other Events.


See the following press release, dated January 24, 1996, concerning 1995 results
for the year and fourth quarter.

     Rick Whitmyre
     (610)383-3393


                   LUKENS REPORTS 1995 EARNINGS UP 53 PERCENT

            Lower Steel Shipments Reduce Fourth Quarter Performance


  COATESVILLE, PA., January 24, 1996 -- Lukens Inc. (NYSE: LUC) today reported
1995 net earnings of $34.0 million, up 53 percent from 1994 earnings of $22.2
million. Primary earnings per share for 1995 were $2.16, versus $1.37 a year
earlier.

  "Lukens achieved strong financial performance despite significant disruptions
from capital projects at each of our manufacturing locations," said R. W. Van
Sant, chairman and chief executive officer.  "In the face of installing and
commissioning these highly complex systems, the company dramatically improved
earnings and surpassed the $1 billion sales milestone for its steel products."

  Lukens reported that 1995 net sales reached $1.05 billion, up 11 percent from
$947 million in 1994.

                     Strong Markets Drive Operating Results

  "Robust capital goods and consumer durables markets, buoyed by strong exports,
created a healthy demand for our carbon, alloy and stainless steel products,"
said Van Sant.  "These markets provided an attractive pricing environment and
generated solid shipment levels at all of our business units,"  he said.
<PAGE>
 
  Van Sant also noted that Washington Specialty Metals (WSM), Lukens' flat
rolled stainless distribution operations, achieved record sales and operating
earnings for the third year in a row.

Fourth Quarter Results Reflect Weaker Stainless Market/Production Disruptions

  Lukens reported 1995 fourth quarter net earnings of $6.7 million, down from
$10.7 million in 1994.  Primary earnings per share for the quarter were $.42,
compared to $.69 in the previous year.   The company recorded sales of $262.7
million, versus $252.4 million during the period in 1994.

  Lukens previously had announced its 1995 fourth quarter cold-rolled stainless
and Lukens Steel Group shipments would be lower than the 1994 period.

  "An inventory correction at the service center level continued through the
fourth quarter of 1995, reducing cold rolled stainless steel shipments by about
9,000 tons from the 1994 period.  We also experienced erosion in selling
prices," said Van Sant.  "In addition, disruptions associated with the start-up
of our Steckel Mill Advanced Rolling Technology (SMART/(R)/) system reduced the
Lukens Steel Group's shipments by about 15,000 tons in the quarter."

                     SMART Commissioning Program Continues

  The company said the commissioning of its SMART system continued through the
fourth quarter. "We have produced 100-inch wide coiled carbon plates down to
thicknesses of 1/4 inch in a fully automated mode," said Lukens' chairman. "In
addition, we expect to process the first stainless steel hot bands during the
first quarter of 1996. However, the SMART system disruptions encountered during
the fourth quarter slowed the commissioning process and will have an impact on
1996 first quarter performance," he said.
<PAGE>
 
  Van Sant said the Stainless Refining System at the Coatesville, Pa., melt shop
completed its commissioning program during the fourth quarter and that
productivity continued to improve at Lukens' Houston, Pa., stainless steelmaking
facility following an expansion project completed during the third quarter.

             Stainless Market Weakness To Continue In First Quarter

  "The weakness in cold rolled stainless shipments and selling prices will
continue through the first quarter as service centers complete an inventory
correction and customers adjust for slower economic growth," Van Sant said.
"The period also will be tempered somewhat by high raw material costs and higher
utility and operating costs caused by severe winter weather.

  "A strong capital goods market and attractive export opportunities
for our end-use customers should provide an excellent selling environment for
carbon, alloy and stainless plate products," he said.

  The company also said it is negotiating a new labor contract for its
Coatesville facility with the United Steelworkers of America. The existing
contract expires January 31, 1996.

                      Business Units Achieve Record Sales

  The Lukens Steel Group reported 1995 operating earnings of $27.2 million,
versus $26.2 million in 1994.  Benefits from higher selling prices were offset
by expenses and production disruptions from the start-up of capital projects.
1995 sales were $533.3 million, a 12 percent increase over 1994 sales of $476.0
million.  Shipped tons were 658,700 for the year, down 9 percent from 725,900 in
1994.

  During the fourth quarter, the group recorded operating earnings of $7.4
million, down 20 percent over the previous year's period.  The decrease resulted
from the start-up of
<PAGE>
 
capital projects mentioned above.  Fourth quarter sales were $131.1 million,
versus $129.5 million in 1994.  The sales performance reflected higher selling
prices offset somewhat by lower shipment volumes.  Production disruptions were
evident in shipped tons for the quarter, which were down 8 percent to 176,300.
The order backlog at the end of the fourth quarter was $94.3 million, up 23
percent from the beginning of the year.

  Higher shipments and selling prices increased the Washington Stainless Group's
1995 operating earnings to $61.8 million, up 54 percent compared to $40.1
million in 1994.  Annual sales were $606.7 million, 25 percent higher than the
$484.2 million reported the previous year.  Stainless sales activities were
limited by a customer inventory correction during the second half of the year,
which reduced order rates and shipments of cold rolled stainless products.  Mill
group shipments, including shipments to WSM, were 225,500 tons in 1995, versus
217,800 in 1994.

  The stainless group reported fourth quarter operating earnings of $11.5
million, down 20 percent over the previous year.  Higher selling prices were
offset by lower cold rolled stainless shipments.  Mill group shipments,
including shipments to WSM, were 60,200 tons, up 14 percent from 1994.  Order
backlog at the end of the quarter was $44.9 million, down 53 percent from the
beginning of the year.

  Lukens Inc. is a leading North American specialty steel manufacturer whose
subsidiaries supply carbon, alloy and clad plate steels; and stainless steel
sheet, strip and plate products.
                                    #  #  #
<PAGE>
 
                                  LUKENS INC.
                      CONSOLIDATED STATEMENTS OF EARNINGS
                                  YEAR-TO-DATE

<TABLE>
<CAPTION>
                                                      Fifty-two     Fifty-three
                                                     Weeks Ended    Weeks Ended
                                                      December       December
                                                      30, 1995       31, 1994
<S>                                                <C>              <C>
 
Net Sales                                          $1,049,158,000   947,013,000
 
Operating Costs and Expenses
    Cost of products sold                             922,667,000   841,308,000
    Selling and administrative expenses                58,511,000    56,135,000
                                                   --------------   -----------
    Total operating costs and expenses                981,178,000   897,443,000
                                           
Operating Earnings                                     67,980,000    49,570,000
 
    Interest expense                                  (13,471,000)  (13,213,000)
                                                   --------------   -----------
Earnings Before Income Taxes                           54,509,000    36,357,000
 
    Income tax expense                                 20,495,000    14,179,000
                                                   --------------   -----------
 
Net Earnings                                       $   34,014,000    22,178,000
                                                   ==============   ===========
 
Earnings Per Common Share
        Primary                                    $         2.16          1.37
        Fully Diluted                              $         2.05          1.32
Common Shares & Equivalents Outstanding
        Primary                                        14,825,000    14,743,000
        Fully Diluted                                  16,345,000    16,331,000
</TABLE>
<PAGE>
 
                                  LUKENS INC.
                      CONSOLIDATED STATEMENTS OF EARNINGS
                                 FOURTH QUARTER

<TABLE>
<CAPTION>
                                                      Thirteen      Fourteen
                                                     Weeks Ended   Weeks Ended
                                                      December      December
                                                       30, 1995      31, 1994
<S>                                                   <C>            <C>
 
Net Sales                                             $262,716,000   252,424,000
 
Operating Costs and Expenses
     Cost of products sold                             233,422,000   217,004,000
     Selling and administrative expenses                14,999,000    16,468,000
                                                      ------------   -----------
     Total operating costs and expenses                248,421,000   233,472,000
 
Operating Earnings                                      14,295,000    18,952,000
 
     Interest expense                                   (3,742,000)   (1,388,000)
                                                      ------------   -----------
Earnings Before Income Taxes                            10,553,000    17,564,000
 
     Income tax expense                                  3,880,000     6,850,000
                                                      ------------   -----------
Net Earnings                                          $  6,673,000    10,714,000
                                                      ============   ===========
 
Earnings Per Common Share
          Primary                                     $        .42           .69
          Fully Diluted                               $        .40           .65
 
Common Shares & Equivalents Outstanding
          Primary                                       14,837,000    14,749,000
          Fully Diluted                                 16,322,000    16,300,000
 
</TABLE>
<PAGE>
 
                                  LUKENS INC.
                             BUSINESS GROUP RESULTS

<TABLE>
<CAPTION>
                                                Fourth Quarter
                                             1995            1994
<S>                                    <C>              <C>
NET SALES                               
                                        
   Lukens Steel                        $  131,135,000   129,475,000
   Washington Stainless                   147,843,000   127,041,000
   Inter-group eliminations               (16,262,000)   (4,092,000)
                                       --------------   -----------
                                       $  262,716,000   252,424,000
                                       ==============   ===========
                                        
                                        
OPERATING EARNINGS (LOSS)               
                                        
   Lukens Steel                        $    7,371,000     9,179,000
   Washington Stainless                    11,504,000    14,323,000
   Corporate                               (5,520,000)   (4,773,000)
   Inter-group eliminations                   940,000       223,000
                                       --------------   -----------
                                       $   14,295,000    18,952,000
                                       ==============   ===========
<CAPTION>
 
 
                                                Year-to-Date
                                            1995            1994
<S>                                    <C>              <C>
NET SALES
 
   Lukens Steel                        $  533,295,000   475,982,000
   Washington Stainless                   606,747,000   484,178,000
   Inter-group eliminations               (90,884,000)  (13,147,000)
                                       --------------   -----------
                                       $1,049,158,000   947,013,000
                                       ==============   ===========
 
 
OPERATING EARNINGS (LOSS)
 
   Lukens Steel                        $   27,223,000    26,234,000
   Washington Stainless                    61,785,000    40,125,000
   Corporate                              (19,114,000)  (16,654,000)
   Inter-group eliminations                (1,914,000)     (135,000)
                                       --------------   -----------
                                       $   67,980,000    49,570,000
                                       ==============   ===========
</TABLE>
<PAGE>
 
                                  LUKENS INC.
                               OTHER INFORMATION
<TABLE>
<CAPTION>
                                                         Fourth Quarter
                                                        1995         1994
  <S>                                               <C>            <C>
  Depreciation and Amortization                     $ 10,286,000   10,739,000
                                                                 
  Shipped Tons                                                   
                                                                 
    Lukens Steel Group                                   176,300      191,200
                                                                 
    Washington Stainless Group                            69,400       62,600
 
<CAPTION> 
                                                          Year-to-Date
                                                        1995        1994
  <S>                                               <C>            <C>
  Depreciation and Amortization                     $ 41,304,000   43,962,000
 
  Shipped Tons
 
    Lukens Steel Group                                   658,700      725,900
 
    Washington Stainless Group                           263,700      259,500

<CAPTION>  
                                                      Year-End      Year-End
                                                        1995          1994
  <S>                                               <C>            <C> 
  Backlog                                           
 
    Lukens Steel Group                              $ 94,300,000   76,900,000
 
    Washington Stainless Group                      $ 44,900,000   95,900,000
 
  Cash and Cash Equivalents                         $ 11,056,000    9,806,000
 
  Debt
 
    Current Maturities                              $ 10,850,000    7,134,000
    Long-Term                                        217,339,000  201,351,000
                                                    ------------  -----------
    Total Debt                                      $228,189,000  208,485,000
                                                     ===========  ===========
 
  Stockholders' Investment                          $298,719,000  277,057,000
 
  Long-Term Debt as a Percent of Capital            %       42.1         42.1
 
</TABLE>
<PAGE>
 
                                  SIGNATURES



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 thereunto duly authorized.



                                        LUKENS INC.



  January 24, 1996                      C. B. Houghton, Jr.
                                        -------------------
                                        C. B. Houghton, Jr.
                                        Vice President and Controller


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