<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A1
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
BAYOU STEEL CORPORATION
(Exact name of registrant as specified in its charter)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1993 as set forth in the pages attached
hereto:
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BAYOU STEEL CORPORATION
(Registrant)
By: /s/ Richard J. Gonzalez
--------------------------
Date: August 31, 1994 Richard J. Gonzalez
Vice President, Treasurer
and Chief Financial Officer<PAGE>
<PAGE> 2
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are as
follows:
Name Age Position
---------------- ----- -----------------------------
Howard M. Meyers 52 Director, Chairman of the Board,
President, and Chief
Executive Officer
Jerry M. Pitts 42 Executive Vice President and
Chief Operating Officer
Richard J. Gonzalez 47 Vice President, Treasurer, and
Chief Financial Officer
Rodger A. Malehorn 51 Vice President of Commercial
Operations
Timothy R. Postlewait 44 Vice President of Plant
Operations
Henry S. Vasquez 44 Vice President of Human
Resources
John A. Canning, Jr. 50 Director
Lawrence E. Golub 34 Director
Melvyn N. Klein 52 Director
Albert P. Lospinoso 58 Director
Alan J. Patricof 59 Director
Stanley S. Shuman 59 Director
All of the directors, except Alan J. Patricof, served from September 5,
1986 through July 19, 1988 as directors of Bayou Steel Corporation (of LaPlace)
(the Company's predecessor), and thereafter as a director of the Company. Alan
J. Patricof has been a director since February 21, 1991.
Business Background of Executive Officers and Directors of the Company
Howard M. Meyers has been a director, Chairman of the Board, President and
Chief Executive Officer of the Company since September 5, 1986. He has also
been a director, Chairman of the Board, Chief Executive Officer and President
of Quexco Incorporated ("Quexco") since 1984. Quexco, through its wholly-owned
subsidiary, RSR Corporation ("RSR"), is a privately owned, non-ferrous metals
recycle smelting and refining company located in Dallas, Texas. Mr. Meyers has
also been President and a director of Bayou Steel Properties Limited (BSPL)
since its inception.
Jerry M. Pitts was elected Executive Vice President and Chief Operating
Officer of the Company on June 7, 1991. He had been Executive General Manager
of the Company since July 1, 1987 and has worked in the steel industry since
1974. From 1986 to 1987, he served the Company as General Manager of
Operations; from 1984 to 1986, he was Superintendent of Melting Operations; and
<PAGE> 3
from 1980 to 1984, he was General Foreman of Melting. Mr. Pitts worked in
various management capacities related to production and process engineering at
U.S. Steel Corporation from 1974 to 1980.
Richard J. Gonzalez was elected Vice President, Treasurer, and Chief
Financial Officer of the Company on June 7, 1991. He had been General Manager,
Finance of the Company since July 1, 1987. He has served the Company since
October 1983 in the capacities of Data Processing Manager and Assistant to the
Vice President of Finance and Controller. From 1982 to 1983, he was Vice
President and Chief Financial Officer of Jimco, Incorporated. Prior to that,
Mr. Gonzalez was a Manager in the Consulting Division of the accounting firm of
Arthur Andersen & Co. for nine years. Mr. Gonzalez is a certified public
accountant.
Rodger A. Malehorn was elected Vice President of Commercial Operations of
the Company on June 7, 1991. He had been General Manager, Commercial
Operations since July 1, 1987. Mr. Malehorn has served in management-level
positions with the Company related to raw material supply, trades purchasing and
billet sales since April 1, 1984. From 1981 to 1984, he was Vice President and
General Manager of Louisiana Scrap Metal Inc. Prior to that, Mr. Malehorn
worked for Luria Brothers & Co., Inc., a scrap recycling operation, for three
years and Lukens Steel Company for thirteen years in various management
positions relating to melt shop operations.
Timothy R. Postlewait was elected Vice President of Plant Operations of
the Company on June 7, 1991. He had been General Manager, Plant Operations of
the Company since July 1, 1987. He has served in management positions with the
Company as Superintendent, Melt Shop Operations from 1986 to 1987 and
Superintendent, Quality Assurance from 1981 to 1986. From 1977 to 1981, Mr.
Postlewait worked in management positions with Chaparral Steel Company, and
from 1972 to 1977, he worked with United Nuclear Corporation as a Senior
Engineer.
Henry S. Vasquez was elected Vice President of Human Resources of the
Company on September 24, 1992 after joining the Company on April 27, 1992. He
had been employed in various executive Human Resource positions with Lyondell
Petrochemical Co. from April 1989 to April 1992; with Frito Lay Company from
August 1983 to April 1989; with Hydril Co. from May 1977 to August 1983; and
with Stanco Industries from April 1975 to May 1977.
John A. Canning, Jr. has been President of Madison Dearborn Partners Inc.,
which is the management company for a private equity investment fund, Madison
Dearborn Capital Partners L.P., and a limited partnership, Madison Dearborn
Advisers, L.P., which provides venture capital advisory services to First
Chicago Corporation since January 1993. For more than five years prior to that,
Mr. Canning was President of First Capital Corporation of Chicago and First
Chicago Investment Corporation, both subsidiaries of First Chicago Corporation,
engaged in venture capital projects. He is a director of Tyco Toys, Inc. and
the Interlake Corporation.
Lawrence E. Golub has been a Managing Director of Bankers Trust Company in
New York, New York since September 1993. From September 1992 to August 1993,
Mr. Golub was a White House Fellow. Mr. Golub was Managing Director of
<PAGE> 4
Wasserstein Perella Capital Markets from February 1990 to August 1992 and an
officer of Allen & Company Incorporated, an investment banking firm, from
1984 to February 1990. He is Chairman of Mosholu Preservation Corporation.
Melvyn N. Klein has been, for more than the past five years, a practicing
attorney and private investor in Corpus Christi, Texas. He has been a Director
of Quexco since 1984. He is the sole shareholder, sole director and the
President of JAKK Holding Corporation, a General Partner of GKH Partners, L.P.,
which is the sole General Partner of GKH Investments, L.P., an investment
fund; President of Rockwood Holding Company; and a director of Itel
Corporation, American Medical International, Inc., Santa Fe Energy Resources
and Savoy Pictures Entertainment, Inc.
Albert P. Lospinoso has been the President of RSR since July 1992 and is a
director of RSR and Quexco. For more than five years prior to that, he was the
Executive Vice President, Chief Operating Officer and a director of RSR and its
predecessor companies.
Alan J. Patricof has been, for more than five years, Chairman of Patricof
& Co. Ventures, Inc. (formerly Alan Patricof Associates, Inc.), a venture
capital firm. He is also a director of Cellular Communications, Inc., Cellular
International, Cellular Communications of Puerto Rico, Creative Biomolecules,
Datascope Corporation, Harman International Industries, Inc. and Ocom
Corporation.
Stanley S. Shuman has been, for more than the past five years, Executive
Vice President, Managing Director and member of the executive committee of
Allen & Company Incorporated. He is a director of The News Corporation Limited,
Hudson General Corporation, Global Asset Management, U.S.A., Sesac Inc. and
Knight Corp.
There are no family relationships among the directors and executive
officers of the Company.
The Company pays each outside director $30,000 per year, payable in
quarterly installments, for serving as a director, plus expenses, for each
meeting of the Board of Directors that a director attends. The Company does not
compensate directors who are officers of the Company for services as directors.
Mr. Meyers is the only director who is an officer of the Company.
Committees of the Board
The Board of Directors has three committees, an Audit Committee, a
Compensation Committee and a Nominating Committee. During the fiscal year
ended September 30, 1993, the Audit Committee met twice and the Nominating
Committee once. The Compensation Committee did not meet during the fiscal year.
The Audit Committee presently consists of Messrs. Klein (Chairman),
Lospinoso, Golub and Patricof. The Audit Committee is charged with the duties
of making recommendations to the Board of Directors regarding the selection of
independent auditors for the Company, reviewing the activities of such
independent auditors and of any internal audit activities of the Company,
disposing and deciding of major accounting policy matters directly or indirectly
<PAGE> 5
affecting the Company, defining the scope of the annual audit of the Company,
and such other powers and duties as may be delegated to such committee by the
Board of Directors from time to time.
The Compensation Committee presently consists of Messrs. Shuman (Chairman)
and Canning, neither of whom are current or former officers or employees of
the Company, nor serve on the compensation committee of any other company. The
Compensation Committee is empowered to establish compensation payable to
directors and executive officers of the Company, as well as any loans or
advances by the Company to such persons, subject to the provision that the chief
executive officer's compensation is controlled by an employment arrangement
between the chief executive officer and the Company. None of the officers of
the Company served as a director or member of the compensation committee of any
company with which any member of the Compensation Committee is associated.
The Nominating Committee presently consists of Messrs. Canning (Chairman),
Patricof and Shuman. The Nominating Committee is empowered to nominate persons
solely for election as Class A Directors at the annual meeting of stockholders.
The Committee will consider candidates for nominees for directors recommended
by Class A stockholders if such recommendations are submitted in writing to the
Secretary of the Company giving the background and qualifications of the
candidate.
Compliance with Section 16(a) of the Securities Exchange Act of 1934 as amended
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors to file
initial reports of ownership, reports of changes of ownership and annual
reports of ownership with the Securities and Exchange Commission and the New
York Stock Exchange. The Company must be furnished with copies of such reports.
Based solely upon a review of Securities and Exchange Commission Forms 3, 4 and
5, which are statements of beneficial ownership of executive officers and
directors of the Company, the Company has determined that all such executive
officers and directors have filed such forms on a timely basis during fiscal
1993 as required by Section 16(a).
Item 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Company's
Chief Executive Officer and the four other most highly-compensated executive
officers for the fiscal years 1993, 1992, and 1991.
<PAGE> 6
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
(a) (i)
Name and (b) (c) (d) All Other
Principal Position Year Salary Bonus(1) Compensation(2)(3)
- - ------------------ ------ -------- -------- ------------------
<S> <C> <C> <C> <C>
Howard M. Meyers . . . . 1993 $437,990 $ -0- $ -0-
Chairman, Chief 1992 435,041 -0- -0-
Executive Officer, 1991 420,053 -0- -0-
and President(4)
Jerry M. Pitts . . . . . 1993 225,000 9,750 1,316
Executive Vice 1992 225,000 9,750 1,702
President and Chief 1991 210,417 9,750 1,312
Operating Officer
Timothy R. Postlewait. . 1993 150,000 6,000 1,560
Vice President 1992 150,000 6,000 1,560
of Plant Operations 1991 148,250 6,000 875
Richard J. Gonzalez. . . 1993 147,000 5,313 1,462
Vice President, 1992 147,000 5,313 1,498
Treasurer, and Chief 1991 143,249 5,313 875
Financial Officer
Rodger A. Malehorn . . . 1993 120,000 5,313 1,253
Vice President of 1992 120,000 5,313 1,253
Commercial Operations 1991 120,000 5,313 700
(1) Bonus includes incentive compensation paid pursuant to the
Company's Incentive Compensation Plan and reflects awards
made in 1988, half of which was paid in 1989 and the
remainder of which was paid from 1990 to 1993. No awards
were made in fiscal 1993, 1992 or 1991. See "Incentive
Compensation Plan."
(2) Includes amounts contributed by the Company to the Company's
Savings Plan in respect of matching contributions. See
"Savings Plan." Also includes the dollar value of term life
insurance premiums paid by the Company for the benefit of
these officers. The value of this premium is approximately
$125 for each officer per year.
(3) The aggregate amount of non-cash compensation received by
each such executive officer did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus
reported for the named executive officer.
<PAGE> 7
(4) Howard M. Meyers serves as Chief Executive Officer of the
Company and in connection therewith has signed a letter
agreement dated July 26, 1988, containing a provision
included in his prior employment agreement (which has
terminated in accordance with its terms), which provides
that all steel-related acquisition activities undertaken by
Mr. Meyers must be through the Company and that all other
acquisition activities undertaken by Mr. Meyers must be
through the Company to the extent required by any fiduciary
duty of Mr. Meyers as a direct or indirect controlling
shareholder and/or director of the Company, giving effect to
the principles embodied in the legal doctrine of "corporate
opportunity," which requires that directors, officers and
other persons with a fiduciary duty towards a corporation
not appropriate for their own benefit and advantage a
business opportunity properly belonging to the corporation.
The compensation payable to Mr. Meyers for all services
performed on behalf of the Company in any capacity is
limited by the terms of the letter agreement and a Stock
Purchase Agreement, dated as of August 28, 1986, between the
Company and certain original purchasers of the Company's
Class A Common Stock which provides that Mr. Meyers may not
earn more than the greater of (x) $350,000 multiplied by a
fraction the numerator of which is the consumer price index
with respect to the December immediately preceding the year
in question and the denominator of which is the consumer
price index for December 1985 or (y) 2% of the Company's
pretax net income earned in the previous fiscal year (or 1%
if Mr. Meyers is no longer both the Chairman and Chief
Executive Officer of the Company with substantial day-to-day
managerial responsibilities).
</TABLE>
Savings Plan
The Bayou Steel Corporation Savings Plan (the "Savings Plan") was adopted,
effective March 1, 1991 and is intended to qualify for approval under Sections
401 and 410 through 417 of the Tax Code and comply with the provisions of the
Employee Retirement Income Security Act of 1974, as amended. The Savings
Plan is designed to allow all eligible employees to accumulate savings for
retirement.
Employees of the Company eligible to participate in the Savings Plan are
those employees who are at least age 21, have completed one year of service,
and are not employed under a collective bargaining agreement. Savings Plan
participation is voluntary. To join the Savings Plan, an eligible employee
must agree to defer from 1% to 15% of the employee's total pay, subject to
annual limitations imposed by the Tax Code; the deferral amount is then invested
in his or her Savings Plan account. The Company may make matching discretionary
contributions to the employee's account. In 1993 the Company matched 25% of
the employee's deferred amount up to 4% of total pay contributed in respect of
<PAGE> 8
each participant's payroll deferral election.
Under the Savings Plan, assets are held in a trust fund (the "Trust Fund")
by an independent trustee appointed by the Company. The Trust Fund has been
divided into four investment funds, to which an employee may periodically make
allocations of existing account balances and future contributions. All of the
discretionary Company contributions are invested by the Trustee in the purchase
on the open market of the Company's Class A Common Stock.
Participants are always 100% vested in the contributions made as a result
of their payroll deferral elections. A participant's interest in his Company
matching contributions is based upon a graded vesting schedule and is fully
vested after six years of service.
Incentive Compensation Plan
The Company has instituted an Incentive Compensation Plan (the "ICP") to
provide incentives for the attainment of corporate financial objectives to
those key employees of the Company (including all executive officers, except Mr.
Meyers), as selected by the ICP's Administrative Committee, who have the
responsibility and authority to affect the operating results of the Company.
Each year the Board of Directors may, in its sole discretion, cause to be
credited to the ICP any amount not to exceed fifty percent of the aggregate of
the base salaries of the participants in the ICP for such year. The
Administrative Committee, composed of one or all of the Company's officers,
including Howard M. Meyers, as appointed by the Compensation Committee,
determines the amounts awarded to each participant based on quantitative
measures of performance relating to financial or other indicators of performance
for the Company and achievement of measurable individual goals of participants
established prior to the commencement of each year. One-half of a
participant's award is paid in the February following the year to which the
award relates. The balance of such award is divided into fourths and paid to
each participant during the February of each of the four years next succeeding
the year in which the initial payment was made. If a participant is not
employed by the Company on February 1 following the year to which an award
relates or on the February 1 of any of the succeeding four years, such
participant shall forfeit all awards or installments thereof which have been
accrued but not actually paid. No awards have been made since 1988.
Retirement Plan
The following table specifies the estimated annual benefits upon
retirement under the Retirement Plan to eligible employees of the Company of
various levels of average annual compensation and for the years of service
classifications specified:
<PAGE> 9
<TABLE>
PENSION PLAN TABLE
<CAPTION>
Average Annual Years of Service
Compensation 10 20 30 45
-------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 20,000 $ 1,200 $ 2,400 $ 3,600 $ 3,600
50,000 4,360 8,730 13,090 13,090
100,000 9,860 19,730 29,590 29,590
150,000 15,360 30,730 46,090 46,090
200,000 20,860 41,730 62,590 62,590
250,000 24,810 49,610 74,420 74,420
300,000 24,810 49,610 74,420 74,420
</TABLE>
The Company has adopted the Bayou Steel Corporation Retirement Plan (the
"Retirement Plan") and will file a request for approval by the Internal Revenue
Service. The Retirement Plan became effective October 1, 1991. The Retirement
Plan is a defined benefit plan for eligible employees of the Company not
covered by a collective bargaining agreement (the Company adopted a separate
retirement plan for Union employees that also became effective October 1,
1991). Employees are automatically eligible to participate on the October 1 or
April 1 following the completion of one year of service. Service before the
effective date of the Retirement Plan is credited to participants for purposes
of retirement benefit calculation. Contributions to the Retirement Plan are
provided solely from the Company contributions; employees are unable to make
contributions. A participant's benefits under the Retirement Plan are vested
after five years of service. Under the terms of the Retirement Plan the
monthly retirement benefits of a participant payable at the participant's normal
retirement date are equal to (i) .6% of average monthly compensation,
multiplied by years of credited service (not to exceed 30 years), plus (ii) .5%
of that portion, if any, of average monthly compensation which is in excess of
the participant's average social security taxable wage base, multiplied by years
of credited service (not to exceed 30 years). Normal retirement under the
Retirement Plan is age 65 with at least five years of service. The Tax Code
limits the amount of annual compensation that may be counted for the purpose of
calculating pension benefits, as well as the annual pension benefits that may
be paid, under the Retirement Plan. For 1993, these amounts are $235,840 and
$115,641, respectively. The Retirement Plan also limits the amount of annual
compensation that may be counted for the purpose of calculating pension
benefits to $250,000.
The figures for estimated annual retirement benefits are computed on a
straight life annuity basis and are payable to an employee who attains age 65
in 1993 and are exclusive of retirement benefits from Social Security.
Earnings of executive officers included in the Summary Compensation Table,
for purposes of calculating pension benefits, approximate the aggregate amounts
shown in the columns (c) and (d) of such Summary Compensation Table, except for
<PAGE> 10
Mr. Meyers whose earnings for purposes of such calculation are subject to
the $250,000 limitation discussed above.
The years of credited service under the Retirement Plan as of October 1,
1993 for each of the five most highly compensated officers of the Company are:
Howard M. Meyers, 7.1 years; Jerry M. Pitts, 12.8 years; Richard J. Gonzalez,
10 years; Rodger A. Malehorn, 9.5 years; and Timothy R. Postlewait, 12.3 years.
1991 EMPLOYEES STOCK OPTION PLAN
On February 21, 1992 the stockholders of the Company approved the 1991
Employees' Stock Option Plan (the "1991 Plan") for the purpose of attracting
and retaining key employees including officers, managerial and supervisory
employees. The Board of Directors has authorized the reservation of 600,000
shares of Class A Common Stock of the Company for issuance in accordance with
the 1991 Plan. Shares of Class A Common Stock to be issued under the provisions
of the 1991 Plan may be issued by the Company from its authorized and unissued
shares of Class A Common Stock or from shares of treasury stock held by the
Company. (There are presently no such treasury shares.) The 1991 Plan is
administered by the Company's Board of Directors or a committee appointed by the
Board comprised of three disinterested persons. The Board or the committee, as
the case may be, is referred to as the "Administrator."
The Administrator of the 1991 Plan, at its sole discretion, designates
such options granted under the 1991 Plan as (a) "Incentive Stock Options" as
defined in Section 422 of the Tax Code, (b) other stock options subject to the
terms and conditions set forth in the 1991 Plan ("Nonqualified Stock Options"),
or (c) any combination of Incentive Stock Options and Nonqualified Stock
Options. In the event that a portion of an option cannot be exercised as an
Incentive Stock Option by reason of the limitation contained in Section 422(d)
of the Tax Code (which limits the treatment as Incentive Stock Options during
any calendar year to those options, which, when they become exercisable, entitle
the holder to purchase stock having a fair market value of not more than
$100,000), such portion shall be treated as a Nonqualified Stock Option.
Options granted under the 1991 Plan may not be exercised more than ten
years from the date such option is granted, or earlier than six months from the
date such option is granted. Within such limitations, the Administrator of the
1991 Plan will establish the time or times at which options may be exercised and
whether all of the options may be exercisable at one time or in increments over
time.
The exercise price of any option granted under the 1991 Plan is the
closing price of the Company's Class A Common Stock on the American Stock
Exchange on the day the option is granted. The Administrator may in its
discretion set such other exercise price for Nonqualified Stock Options as it
may deem appropriate. Upon exercise, the price is payable in cash, or if the
Administrator deems appropriate, in shares of Class A Common Stock of the
Company valued at fair market value. At the discretion of the Administrator,
the Company may loan funds to an optionee in connection with the exercise of
options. The initial term of any loan under the 1991 Plan cannot exceed five
years, but any such loan may be renewable at the discretion of the
<PAGE> 7
Administrator. All such loans must comply with the applicable regulations of
the Federal Reserve Board or any other governmental agency having jurisdiction
over the Company.
Options may not be exercised unless the optionee has been an employee of
the Company or its subsidiaries at all times from the date of grant of the
option to the date of exercise, unless the option is exercised within the time
periods specified in the 1991 Plan after employment is terminated by reason of
retirement, disability, death or other reason otherwise than for cause. No
option is transferable by the optionee except by will or by the laws of descent
and distribution.
The 1991 Plan may be modified, amended, or terminated by the Board of
Directors, except no such action, without the approval of stockholders, may (a)
increase the total amount of Class A Common Stock on which options may be
granted, (b) change the manner of determining the option price, or (c) change
the class of employees eligible to receive options; and no such action may
affect any option previously granted under the 1991 Plan without the consent of
the then holder of the option.
No options have been granted under the 1991 Plan as of the date of this
Proxy Statement.
On August 15, 1994, the closing price for Bayou Steel Corporation's Class
A Common Stock on the American Stock Exchange was $4.50.
Item 12. OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 29, 1994
with respect to the beneficial ownership of each class of Common Stock of the
Company by (a) each person known by the Company to own beneficially more than 5%
of the Class A, Class B or Class C Common Stock of the Company, (b) each
director or officer of the Company, and (c) all directors and officers of the
Company as a group.
<TABLE>
<CAPTION>
Title Beneficial Ownership
of Directors, Executive as of July 29, 1994
Class Officers, and 5% Stockholders Amount Percentage
- - ----- ----------------------------- --------- ----------
<S> <C> <C> <C>
A Cede & Co. FAST. . . . . . . . . . 5,061,528 47.69
P.O. Box 20
Bowling Green Station
New York,, NY 10004
A First Capital Corporation of Chicago 1,755,000 16.54
#3 First National Place
Suite 1330
Chicago, IL 60602
<PAGE> 12
A Stanley S. Shuman(1) . . . . . . . 817,880 7.69
711 Fifth Avenue
New York, NY 10022
A Alan J. Patricof(2). . . . . . . . 719,059 6.78
445 Park Avenue
New York, NY 10022
A How & Company. . . . . . . . . . . 600,000 5.65
c/o The Northern Trust Co.
P.O. Box 92303
Chicago, IL 60675-0002
A Allen & Company Holding, Inc.(1) . 522,528 4.92
711 Fifth Avenue
New York, NY 10022-4207
A Howard M. Meyers(3). . . . . . . . 300,000 2.82
1111 W. Mockingbird Lane
Dallas, TX 75247
A John A. Canning, Jr.(4). . . . . . 195,000 1.83
#3 First National Plaza
Suite 1330
Chicago, IL 60670
A Lawrence E. Golub. . . . . . . . . 103,000 .97
1125 Park Avenue
New York, NY 10028
A Melvin N. Klein. . . . . . . . . . 60,000 .56
1940 First City Bank Tower
Corpus Christi, TX 78477
A Albert P. Lospinoso. . . . . . . . 10,000 .09
1111 W. Mockingbird Lane
Dallas, TX 75247
A Jerry M. Pitts . . . . . . . . . . 1,541 *
P.O. Box 5000
LaPlace, LA 70069-1156
A Timothy R. Postlewait. . . . . . . 1,474 *
P.O. Box 5000
LaPlace, LA 70069-1156
A Richard J Gonzalez . . . . . . . . 1,411 *
P.O. Box 5000
LaPlace, LA 70069-1156
<PAGE> 13
A Rodger A. Malehorn . . . . . . . . 1,182 *
P.O. Box 5000
LaPlace, LA 70069-1156
A Henry S. Vasquez . . . . . . . . . 74 *
P.O. Box 5000
LaPlace, LA 70069-1156
A All directors and officers
as a group (12 persons). . . . . . 2,210,621 20.83
B Bayou Steel Properties Limited(3). 2,271,127 100.00
B Howard M. Meyers(3)(5) . . . . . . 2,271,127 100.00
1111 W. Mockingbird Lane
Dallas, TX 75247
B Melvin N. Klein(3) . . . . . . . . 62,910 2.77
1940 First City Bank Tower
Corpus Christi, TX 78477
B Allen & Company Holding, Inc.(3) . 47,239 2.08
711 Fifth Avenue
New York, NY 10022
B Stanley S. Shuman(3) . . . . . . . 26,572 1.17
711 Fifth Avenue
New York, NY 10022
B Albert P. Lospinoso(3) . . . . . . 17,261 .76
1111 W. Mockingbird Lane
Dallas, TX 75247
C Voest-Alpine International . . . . 100 100.00
Corporation(6)
* Less than .01 percent.
<F1> Includes 522,528 shares of Class A Common Stock owned by
Allen & Company Holding, Inc., which owns all of the
outstanding shares of Allen & Company Incorporated; Mr.
Shuman is an Executive Vice President and Managing Director
of Allen & Company Incorporated. Mr. Shuman disclaims
beneficial ownership of such shares. Includes an aggregate
of 60,000 shares of Class A Common Stock owned by trusts for
the benefit of Mr. Shuman's children, of which Mr. Shuman
disclaims beneficial ownership. Mr. Shuman has no voting or
investment power, shared or otherwise, in the foregoing
shares.
<PAGE> 14
<F2> Includes 500,500 shares of Class A Common Stock owned by a
partnership of which Mr. Patricof is a general partner and
an aggregate of 216,000 shares of Class A Common Stock held
by two corporations to which a third corporation, of which
Mr. Patricof is Chairman, serves as investment advisor, and
as to which Mr. Patricof disclaims beneficial ownership.
Mr. Patricof has sole voting and investment power with
respect to 2,559 shares and has shared voting power and
investment power with respect to 716,500 shares.
<F3> Through his ownership of 60% of the common stock of BSPL,
Howard M. Meyers controls BSPL's voting power. Since BSPL
owns 100% of the Company's Class B Common Stock, Howard M.
Meyers has voting control of Class B Common Stock which
accounts for a maximum of 60% of the voting control of the
Company. Howard M. Meyers may be deemed to "control" the
Company. Allen & Company Incorporated and Messrs. Klein,
Lospinoso, and Shuman are minority stockholders of BSPL and
Messrs. Lospinoso and Meyers are directors. The number of
shares of Class B Common Stock held by BSPL has been
apportioned to each of Allen & Company Incorporated,,
Messrs. Klein, Lospinoso and Shuman based on their
percentage ownership in BSPL.
<F4> Includes 195,000 shares of Class A Common Stock owned by a
partnership of which Mr. Canning is a general partner, and
as to which he has shared voting and investment power.
<F5> Howard M. Meyers has voting control of the Class B Common
Stock.
<F6> Holders of Class C Common Stock have a vote on all matters,
except for the election of directors. See Note 13 to the
Financial Statements.
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Service Agreement
The Company, RSR and Quexco are parties to a Service Agreement dated
September 5, 1986 (the "Service Agreement"), pursuant to which RSR and Quexco
provide the Company advice with respect to legal and other matters, as well as
other services enumerated in the agreement and such other services as to which
the parties mutually may agree. The Company pays to RSR and/or Quexco a fee
equal to the costs of performing such services (including direct salary, fringe
benefits, general and administrative overhead and other charges incurred
directly in connection with the provision thereof). The Service Agreement
will remain in effect until terminated by any party on 90 days' prior written
notice to the other parties. Messrs. Klein, Lospinoso and Meyers are directors
of Quexco and each of Messrs. Meyers and Lospinoso is President of Quexco and
<PAGE> 15
RSR, respectively. The fees paid by the Company to RSR and/or Quexco for
fiscal 1993 for services rendered amounted to approximately $87,000. The
Company believes that the terms of the Service Agreement are fair and
reasonable.
Agreements with Allen & Company Incorporated
The Company entered into an agreement with Allen & Company Incorporated on
May 28, 1987 pursuant to which the Company granted Allen & Company Incorporated
a right of first refusal, on competitive terms, to perform investment banking
services for the Company in connection with all Company initiated investment
banking transactions until September 4, 1996. "Competitive terms" is defined
to include considerations of costs and expenses, services rendered and
ability to perform. No compensation was paid to Allen & Company Incorporated
during fiscal 1992 and 1993. Stanley S. Shuman, a director of the Company, is
Executive Vice President and Managing Director of Allen & Company Incorporated
and Lawrence E. Golub, also a director of the Company, was a Vice President of
Allen & Company Incorporated until February 1990.
Agreements with MMG Patricof & Co.
On June 20, 1991, MMG Patricof & Co. Inc. and MMG Placement Corp. entered
into an agreement with the Company with respect to merger and acquisition
advisory and private placement services in connection with a proposed corporate
acquisition by the Company which existed at that time. Mr. Patricof, a
director of the Company, is a minority shareholder in the investment banking
firm of Patricof & Co. Capital Corp. ("Patricof") and its affiliate MMG
Placement Corp. ("Placement"), successors to MMG Patricof & Co. No compensation
was paid during fiscal 1991 and 1992; $25,000 was paid during fiscal 1992 for
out-of-pocket expenses. On December 16, 1992, Patricof entered into a second
arrangement with the Company to provide merger and acquisition advisory services
in connection with a proposed corporate acquisition by the Company. The
agreement provided for a retainer not to exceed $25,000. By its terms, the
agreement ended on December 16, 1993. Patricof was paid $25,000 for services
provided under the terms of such agreement during fiscal 1993. Each of the
foregoing agreements includes certain indemnification provisions which survive
termination.
Agreement Concerning Change in Control
The shares of common stock of BSPL owned by Mr. Howard M. Meyers may not
be sold, nor may shares of BSPL be issued, at a price which represents a premium
attributable to the underlying Class B Common Stock over the market price of
the Class A Common Stock, to any person or group if such sale, when aggregated
with all prior sales during the preceding four-year period, would result in such
person or group owning more than 50% of the common stock of BSPL, unless such
person or group agrees to make a tender offer within 30 days for an equivalent
percentage of Class A Common Stock at the highest price paid by such person or
group (expressed in equivalent shares of Class B Common Stock) for the shares
of common stock of BSPL; provided that the Directors elected by the holders of
the Class A Common Stock waive the charter restriction prohibiting a purchaser
from acquiring 5% or more of the aggregate fair market value of the Class A
Common Stock. The agreement terminates when the holders of the Class B Common
<PAGE> 16
Stock no longer have the right to elect a majority of the Board of Directors of
the Company.
The Company's Certificate of Incorporation provides that the Class B
Common Stock, which Mr. Meyers controls through his ownership interest in BSPL,
oses its power to control the Company if Mr. Meyers resigns, retires or is
removed for cause as Chief Executive Officer of the Company.
