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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): February 13, 1998
NORTHWESTERN STEEL AND WIRE COMPANY
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(Exact name of registrant as specified in its charter.)
Illinois 0-21556 36-1562920
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
121 Wallace Street, Sterling, Illinois 61081
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (815) 625-2500
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ITEM 5. OTHER EVENTS
On February 13, 1998, the Company announced that it had signed a letter of
intent to merge with Bayou Steel Corporation. The text of the Company's press
release is filed herewith. See Item 7.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
20 OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
20.1 Press release dated February 13, 1998 Filed herewith
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this reported to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHWESTERN STEEL AND WIRE COMPANY
DATE: February 20, 1998 By: /s/ Timothy J. Bondy
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Timothy J. Bondy
Title: Vice President and Chief Financial
Officer
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EXHIBIT 20.1
[NEWS RELEASE]
[LETTERHEAD OF NORTHWESTERN STEEL AND WIRE COMPANY]
NORTHWESTERN SIGNS LETTER OF INTENT TO MERGE WITH BAYOU STEEL CORPORATION
Sterling, IL - February 13, 1998 - Northwestern Steel and Wire Company
(Northwestern) (Nasdaq:NWSW) announced that it has signed a letter of intent to
merge with Bayou Steel Corporation (Bayou) (AMEX:BYX). Bayou is a publicly
traded steel minimill producing light structural steel products and merchant
bar at operations in Louisiana and Tennessee.
At a special meeting late yesterday, Northwestern's Board of Directors
directed management to negotiate a definitive merger agreement with Bayou. The
Bayou proposal is a package of $2.29 cash and up to 7,000,000 shares of Bayou
common stock, depending upon the value of Bayou shares at closing. Each
Northwestern shareholder will receive maximum aggregate consideration of $4.00
per share, which approximates the recent market price. Northwestern also
announced that it has retained J. P. Morgan Securities, Inc. as its financial
advisor.
Mr. Thomas A. Gildehaus, Chairman of the Board and Chief Executive
Officer, said "Northwestern and Bayou have complementary product lines and
distribution capabilities that will offer customers a broader range of
products. Substantial synergistic opportunities exist in many operations areas,
including rolling schedules, melt shop utilization and inventory stocking
requirements. With a stronger financial base, the combined companies intend to
pursue and build a new structural rolling mill employing leading edge
technology at the Northwestern plant in Sterling, Illinois, to replace the
existing 24 inch structural rolling mill."
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Mr. Gildehaus concluded by saying, "Northwestern's labor contract with the
United Steelworkers of America (USWA) permits the USWA an opportunity to
present a proposal to Northwestern for consideration in the event that
Northwestern receives an offer from an unrelated third party. In accordance
with its partnership arrangements with the USWA, Northwestern has informed the
union of the merger proposal."
The combination of Northwestern and Bayou is subject to execution of a
definitive agreement, stockholder approval by both companies' stockholders,
certain regulatory approvals and certain other conditions. Subject to the
satisfaction of these conditions, it is anticipated that the transaction will
be consummated in the late spring of this year.
Founded in 1879, Northwestern is a major mini-mill producer of structural
steel components which include wide flange beams, channels, angles and merchant
bar, as well as rod and wire products which include nails, fencing, concrete
reinforcing mesh and other fabricated wire products. Structural products are
used in a wide variety of commercial, industrial and residential construction
applications, while rod and wire products are marketed to the construction and
agricultural industries, retail "do-it-yourself" outlets, distributors and
other wire manufacturers.
