UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
Laclede Steel Company
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
505606 10 3
(CUSIP Number)
William R. Lucas, Jr.
Birmingham Steel Corporation
1000 Urban Center Drive, Suite 300
Telephone Number (205) 970-1231
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 1998
(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 which is the
subject of this Schedule 13D, and is filing this schedule
because of
Rule 13d-1(b)(3) or (4), check the following box: ______________
(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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>
Page 11 of 9 Pages
Schedule 13D Forms
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CUSIP No. 505606 10 3 13D
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--------- -------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Birmingham Steel Corporation
--------- -------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) -
(b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER 3,758,118
SHARES
-----------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
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9 SOLE DISPOSITIVE POWER 1,888,961
EACH
-----------------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER -0-
PERSON WITH
------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,118
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Schedule 13D Forms
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CUSIP No. 505606 10 3 13D
--------------------------- -------------------------------------------
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1 NAME OF REPORTING PERSONS
Midwest Holdings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
-----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
-----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 3,758,118
SHARES
-----------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
-----------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 1,888,961
EACH
-----------------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER -0-
PERSON WITH
------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,118
------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65%
-----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
----------------------------------------------------------------------
<PAGE>
Schedule 13D Forms
-------------------------- -------------------------------------------
CUSIP No. 505606 10 3 13D
--------------------------- -------------------------------------------
1 NAME OF REPORTING PERSONS
LCL Holdings II, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) x
-
-----------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
-----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 3,758,118
SHARES
-----------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 1,888,961
EACH
------------------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER -0-
PERSON WITH
-----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,118
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65%
-----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------------
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 3. Source and Amount of Funds or Other Consideration.
The first paragraph of Item 3 is amended by adding the following:
On July 2, 1998, Birmingham Steel transferred 6,300 of the Open Market
Shares to Midwest Holdings and on July 3, 1998, Birmingham Steel
transferred 6,200 of the Open Market Shares to Midwest Holdings. There
was no consideration paid by Midwest Holdings for either transfer from
Birmingham Steel.
The last paragraph of Item 3 is deleted in its entirety and replaced
with the following:
The Reporting Persons understand that, with the exception of Joseph
Alvarado and William R. Lucas, Jr., none of the Covered Persons named
on Schedule A hereto is the beneficial owner of any shares of Common
Stock. On July 30, 1997, Birmingham Steel transferred 100 of the Open
Market Shares to each of Joseph Alvarado and William R. Lucas, Jr. as
part of their agreement to become directors of the Company. There was
no consideration paid by either Joseph Alvarado or William R.
Lucas, Jr. for the transfers from Birmingham Steel.
Item 4. Purpose of Transaction.
The last paragraph of Item 4 is deleted in its entirety and replaced
with the following:
Recent Events. On July 29, 1998, Robert A. Garvey, Joseph Alvarado and
William R. Lucas, Jr., each an officer of Birmingham Steel, resigned as
directors of the Company. Following this action, no representatives of
Birmingham Steel hold positions on the Company's Board of Directors. In
addition, on July 29, 1998, Midwest Holdings notified LCL Holdings I,
pursuant to Section 2 (the "Voting Agreement") of the Purchase
Agreement, it was canceling the Voting Agreement and the Proxy which
was granted to Midwest Holdings by LCL Holdings I on September 26,
1997, relating to the 1,009,325 Holdings I Common Shares and the
183,333 Holdings I Preferred Shares owned by LCL Holdings I
(collectively, the "Shares"), as to any and all of such Shares as of
September 24, 1998. Midwest Holdings also informed LCL Holdings I that
it intends from and after July 29, 1998, to exercise its voting rights
and the Proxy with respect to the Shares on a neutralized basis in any
shareholder vote prior to September 24, 1998. The Reporting Persons
presently intend not to retain or seek to reattain control over the
Company.
Other than described above, neither the Reporting Persons, nor, to the
best knowledge of the Reporting Persons, any Covered Person, has
formulated any plans or proposals which relate to or would result in an
acquisition or disposition of shares of Common Stock, an extraordinary
corporate transaction involving the Company, sale of a material amount
of the Company's assets, change in capitalization or dividend policy of
the Company, changes in the bylaws or Certificate of Incorporation of
the Company, and any other material change in the Company's business or
any other matter which would be required to be disclosed in response to
paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons intend to review, however, on a regular basis, their investment
in the Company and the Company's business, affairs and financial
position, as well as the market price level of the Common Stock,
conditions in the securities markets and general economic and industry
conditions. The Reporting Persons may in the future take such actions
in respect of their investment in the Company as they deem appropriate
in light of circumstances existing from time to time.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is deleted in its entirety and replaced with the following:
(a) According to the Form 10-Q Quarterly Report filed by the Company
with the Securities and Exchange Commission for the quarter ended March
31, 1998, the Company has, as of April 22, 1998, 4,056,140 shares of
Common Stock issued and outstanding. Accordingly, the 3,758,118 shares
of Common Stock beneficially owned by the Reporting Persons (as more
fully explained in paragraph (b) below) represent approximately 65% of
the issued and outstanding shares of Common Stock. For purposes of
calculating this percentage, the securities not outstanding which are
subject to conversion privileges (i.e. 1,719,668 shares of Common Stock
issuable upon conversion of the Holdings I Preferred Shares and the
Holdings II Preferred Shares) are deemed to be outstanding. The
Reporting Persons understand that, with the exception of Joseph
Alvarado and William R. Lucas, Jr., none of the Covered Persons named
on Schedule A hereto is the beneficial owner of any shares of Common
Stock. On July 30, 1997, Birmingham Steel transferred 100 of the Open
Market Shares to each of Joseph Alvarado and William R. Lucas, Jr. as
part of their agreement to become directors of the Company.
Item 5(b) is deleted in its entirety and replaced with the following:
(b) As a result of the transactions described in Items 3 and 4,
Birmingham Steel, either directly or through its ownership of Midwest
Holdings, has the sole power to vote or to direct the vote of (i) the
1,009,325 Holdings II Common Shares, (ii) the 859,836 Holdings II
Conversion Shares, (iii) 19,800 of the Open Market Shares, (iv) the
1,009,325 Holdings I Common Shares (via the Proxy), and (v) the 859,832
Holdings I Conversion Shares (via the Proxy), for a total of 3,758,118
shares of Common Stock (assuming the conversion of all Holdings I
Preferred Shares and Holdings II Preferred Shares). Birmingham Steel,
either directly or through its ownership of Midwest Holdings, has the
sole investment, or dispositive, power with respect to (i) the
1,009,325 Holdings II Common Shares, (ii) the 859,836 Holdings II
Conversion Shares, and (iii) 19,800 of the Open Market Shares, for a
total of 1,888,961 shares of Common Stock (assuming the conversion of
all Holdings II Preferred Shares).
On July 29, 1998, Midwest Holdings notified LCL Holdings I that it is
canceling the Proxy and Voting Agreement relating to the Holdings I
Common Shares and the Holdings I Conversion Shares as of September 24,
1998. In addition, Midwest Holdings informed LCL Holdings I that it
intends from and after July 29, 1998, to exercise its voting rights and
the Proxy with respect to the Shares on a neutralized basis in any
shareholder vote prior to September 24, 1998. See "Recent Events" in
Item 4.
Item 5(c) is deleted in its entirety and replaced with the following:
On July 2, 1998, Birmingham Steel transferred 6,300 shares of the
Common Stock to Midwest Holdings and on July 3, 1998, Birmingham Steel
transferred 6,200 shares of the Common Stock to Midwest Holdings. There
was no consideration paid by Midwest Holdings for either transfer from
Birmingham Steel.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended by adding the following:
On July 29, 1998, Midwest Holdings notified LCL Holdings I that it is
canceling the Proxy and Voting Agreement relating to the Holdings I
Common Shares and the Holdings I Conversion Shares as of September 24,
1998. In addition, Midwest Holdings informed LCL Holdings I that it
intends from and after July 29, 1998, to exercise its voting rights and
the Proxy with respect to the Shares on a neutralized basis in any
shareholder vote prior to September 24, 1998. See "Recent Events" in
Item 4.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following exhibits:
Exhibit E Letter from Midwest Holdings, Inc. to LCL Holdings I, LLC
canceling the Proxy and Voting Agreement,
dated July 29, 1998
Exhibit F Press Release, dated July 29, 1998
<PAGE>
SIGNATURES
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 13, 1998.
BIRMINGHAM STEEL CORPORATION
By: William R. Lucas, Jr.
--------------------
William R. Lucas, Jr.
Its: Executive Vice President -
Administration and General Counsel
MIDWEST HOLDINGS, INC.
By: William R. Lucas, Jr.
----------------------
William R. Lucas, Jr.
Its: Executive Vice President -
Administration and General Counsel
LCL Holdings II, LLC
By: William R. Lucas, Jr.
----------------------
William R. Lucas, Jr.
Its: Manager
<PAGE>
INDEX TO EXHIBITS
Exhibit E Letter from Midwest Holdings, Inc. to LCL Holdings I, LLC
canceling the Proxy and Voting Agreement,dated July 29,1998
Exhibit F Press Release, dated July 29, 1998
<PAGE>
Exhibit E
Cancellation of Proxy and Voting Agreement
July 29, 1998
Via Facsimile and Federal Express
LCL Holdings I
c/o Ivaco, Inc.
Place Mercantile
770 Rue Sherbrooke Ouest
Montreal, Quebec, Canada H3A 1G1
Attn: Guy-Paul Massicotte, Esq.
Re: Proxy and Voting Agreement Relating to Laclede Stock
Gentlemen:
This letter is to inform you that Midwest Holdings, Inc. ("Midwest"),
pursuant to Section 2 (the "Voting Agreement") of the Purchase Agreement dated
as of September 26, 1997 by and among Ivaco, Inc., LCL Holdings I, LLC ("LCL"),
Midwest and Birmingham Steel Corporation, hereby cancels the Voting Agreement
and related proxy (the "Proxy"), which was granted to Midwest by LCL on
September 26, 1997 relating to the 1,009,325 shares of common stock, par value
$.01 per share, of Laclede Steel Company ("Laclede") and the 183,333 shares of
Series A Preferred Stock, no par value, of Laclede (collectively, the "Shares")
owned by LCL, as to any and all of the Shares as of September 24, 1998. In
addition, Midwest hereby informs you of its intention, from and after the date
hereof, to exercise its proxy and voting rights over the Shares on a neutralized
basis in any shareholder vote prior to September 24, 1998 (i.e., in proportion
to the votes otherwise cast on matters presented to the shareholders of
Laclede).
Sincerely,
MIDWEST HOLDINGS, INC.
By: William R. Lucas, Jr.
---------------------------------
Name: William R. Lucas, Jr.
Title: Executive Vice President
<PAGE>
Exhibit F
FOR IMMEDIATE RELEASE Contact:William R. Lucas, Jr.
Executive Vice President -
Administration
and General Counsel
205) 970-1231
BIRMINGHAM STEEL WRITES DOWN INVESTMENT IN LACLEDE;
COMMENTS ON EXPECTED RESULTS FOR FOURTH QUARTER 1998
BIRMINGHAM, Ala. (July 29, 1998) - Laclede Steel today announced that a
significant restructuring of Laclede would result in substantial losses in their
second quarter. As a result, Birmingham Steel Corporation has decided that it
will write off the net carrying value of its 25.4 percent equity investment in
Laclede in its fourth quarter financial results and fiscal year ended June 30,
1998. Final results will be released on August 12, after completion of
Birmingham Steel's annual audit.
Birmingham Steel had expected to report net income for the quarter
ended June 30, 1998, of approximately $2.5 million to $3.0 million, or $.08 to
$.10 per share. These results included gains from the sale of property and
income from settlements with electrode suppliers relating to price fixing issues
in the electrode industry. Excluding special items, the Company had anticipated
net income from operations of approximately $.02 to $.04 per share, which was in
line with the expectations of most analysts. As a result of the Laclede
write-off, however, Birmingham Steel will record a fourth quarter charge of
$12.3 million, or approximately $.25 per share, resulting in a net loss of
approximately $3.9 million to $4.4 million, or $(.13) to $(.15) per share, for
the quarter. Birmingham Steel now estimates its net income for the fiscal year
in a range of $1.0 million to $1.5 million, or $.03 to $.05 per share. Fiscal
1998 final results will be released on August 12.
Robert A. Garvey, Chairman and Chief Executive Officer of Birmingham
Steel Corporation, commented, "We had expected improved financial results for
our fourth quarter. However, given the operating challenges and financial
uncertainties facing Laclede, we believe that it is in the best interest of
Birmingham Steel's shareholders to fully discount the Laclede investment at this
time. Birmingham Steel will continue to hold 25.4 percent of the outstanding
shares of Laclede. However, pursuant to the accounting provisions for equity
investments, future Laclede financial results will not adversely impact
Birmingham Steel's financial statements in the future."
Birmingham Steel also announced that Garvey, Joseph Alvardo and William
Lucas, three of the Company's officers, have resigned as directors of Laclede
effective immediately. Following this action, no representatives of Birmingham
Steel will hold positions on the Laclede board of directors. In addition, the
Company has advised Ivaco, Inc., which through an affiliate owns 25 percent of
Laclede's common stock, that Birmingham Steel intends to cancel its proxy over
the Ivaco shares and vote Birmingham Steel's shares neutrally in the future.
Birmingham Steel operates in the mini-mill sector of the steel industry
and conducts operations at facilities located across the United States. The
Company produces steel reinforcing bar, merchant products and SBQ (special bar
quality) bar, rod and wire. The common stock of Birmingham Steel Corporation is
traded on the New York Stock Exchange under the symbol "BIR."
Notice: Except for historical information, the matters described in this
document, including statements concerning the Company's results for the fourth
fiscal quarter ended June 30, 1998, are forward-looking statements within the
meaning of the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including
economic conditions, market demand factors, unanticipated start-up and operating
expenses, equipment breakdowns or failures, financing considerations, the
completion of the review of the Company's financial records and reports by its
outside auditors, and the performance of the various joint ventures in which the
Company is involved, as well as other risks described from time to time in the
Company's periodic and special filings with the Securities and Exchange
Commission. Any forward-looking statements contained in this document speak only
as of the date hereof, and the Company disclaims any intent or obligation to
update such forward-looking statements.
- -END-
