Form 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended November 30, 1996
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-15838
NEW JERSEY STEEL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-2137967
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
NORTH CROSSMAN ROAD, SAYREVILLE, NEW JERSEY 08871
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 721-6600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates: $20,020,688
based on the last sales price of such common stock on February 14, 1996 as
reported on the NASDAQ National Market System.
Number of shares of Common Stock, par value $0.01 per share, outstanding
at February 14, 1996.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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<PAGE>
Exhibits:
3(a) -- Restated Certificate of Incorporation, as amended -- Incorporated
by reference to Exhibit 3(a) of the Company's Registration
Statement on Form S-1 (No. 33-13298).
3(b) -- By-laws, as amended -- Incorporated by reference to Exhibit 3(b)
to the Company's Annual Report on Form 10-K for the year ended
November 30, 1993 (File No. 0-15838).
4(a) -- Form of Certificate for shares of Common Stock of the Company --
Incorporated by reference to Exhibit 4(a) of the Company's
Registration Statement on Form S-1 (No. 33-13298).
10(a) -- Technical Services and Management Consulting Agreement between
the Company and Von Roll Ltd. dated as of April 1, 1987 --
Incorporated by reference to Exhibit 10(e) of the Company's
Registration Statement on Form S-1 (No. 33-13298).
10(b) -- Incentive Stock Option Plan of Company adopted October 2, 1987
with amendments -- Incorporated by reference to Exhibit 10(f) of
the Company's Registration Statement on Form S-1 (No. 33-13298).
10(c) -- Form of Stock Option Agreement -- Incorporated by reference to
Exhibit 4(b) of the Company's Registration Statement on Form S-8
(No. 33-17435).
10(d) -- Indemnity Agreement between the Company and Von Roll Ltd. dated
as of April 1, 1987 -- Incorporated by reference to Exhibit 10(g)
of the Company's Registration Statement on Form S-1 (No. 33-13298).
10(e) -- New Jersey Steel Corporation Thrift Savings Plan (as amended
1994) -- Incorporated by reference to Exhibit 10(g) of the
Company's Annual Report on Form 10-K for the year ended November
30, 1994 (File No. 0-15838).
10(f) -- New Jersey Steel Corporation Thrift Trust Savings Agreement (as
amended 1994) -- Incorporated by reference to Exhibit 10(h)
of the COmpany's Annual Report on Form 10-K for the year ended
November 30, 1994 (File No. 0-15838).
10(g) -- Registration Agreement between the Company and Con Roll Ltd.
dated as of April 1, 1987 -- Incorporated by reference to
Exhibit 10(h) of the Company's Registration Statement on Form
S-1 (No. 33-13298).
10(h) -- Amended and Restated Loan and Security Agreement dated as of
June 6, 1996 between Midlantic Bank, National Association and
the Company -- Incorporated by reference to Exhibit 10(i) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1996 (File No. 0-15838).
10(i) -- Credit Agreement dated as of June 6, 1996 between Von Roll
Holding AG and the Company -- Incorporated by reference to
Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1996 (File No 0-15838).
10(j) -- 1996 Stock Option Plan -- Incorporated by reference to Exhibit
A of the Company's Proxy Statement dated May 7, 1996 used in
connection with the meeting of stockholders held June 21, 1996
(File No. 0-15838).
10(k) -- Form of Stock Option Agreement used in connection with the
Company's 1996 Stock Option Plan -- Incorporated by reference
to Exhibit 10(l) of the Company's Quarterly Report on Form 10-Q
for the period ended May 31, 1996 (File No. 0-15838).
10(l) -- Employment Agreement dated as of May 1, 1996 between the
Company and Kenneth J. Leonard -- Incorporated by reference to
Exhibit 10(m) of the Company's Quarterly Report on Form 10-Q
for the period ended May 31, 1996 (File No. 0-15838).
10(m) -- First Amendment of Revolving Loan and Security Agreement
dated February 27, 1997 between the Company and PNC Bank --
Incorporated by reference to Exhibit 10(m) of the Company's
Annual Report on Form 10-K for the period ended November 30, 1996.
10(n) -- Employment Agreement dated as of September 9, 1996 between the
Company and Louis F. Hagan -- Incorporated by reference to Exhibit
10(n) of the Company's Annual Report on Form 10-K for the period
ended November 30, 1996.
10(o) -- Form of Employment Agreement entered into among each of Gary A.
Giovannetti and Paul Roik and the Company effective upon a
"change in control" -- Incorporated by reference to Exhibit 10(o)
of the Company's Annual Report on Form 10-K for the period ended
November 30, 1996.
23(a) -- Consent of KPMG Peat Marwick LLp - previously filed.
23(b) -- Consent of Grossman Yanak and Ford -- filed herewith.
27 -- Financial Data Schedule -- previously filed.
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<PAGE>
Exhibit 23(b)
Consent of Grossman Yanak & Ford LLP
The Board of Directors
New Jersey Steel Corporation
We consent to incorporation by reference in the Registration Statements
(No. 33-17435 and 33-52194) on Form S-8 of New Jersey Steel Corporation of
our report dated April 4, 1997, relating to the condensed balance sheets
of Excel Mining Systems, Inc. as pf December 28, 1996 and December 30, 1995,
and the related condensed statements of operations for the years ended
December 28, 1995, December 30, 1995 and December 31, 1994, which report
appears in the Annual Report on Form 10-K/A of New Jersey Steel Corporation
for the year ended November 30, 1996.
/s/ Grossman Yanak & Ford LLP
Pittsburgh, Pennsylvania
June 12, 1997
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<PAGE>
EXCEL MINING SYSTEMS, INC.
Condensed Financial Information as of December 28, 1996
and December 30, 1995 and for the Years Ended December 28, 1996,
December 30, 1995 and December 31, 1994 and Independent Auditors' Report
EXCEL MINING SYSTEMS, INC.
TABLE OF CONTENTS
Page
Independent Auditors' Report ............................................. 1
Condensed Balance Sheets ................................................. 2
Condensed Statements of Operations ....................................... 3
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<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders and
Board of Directors of
Excel Mining Systems, Inc.:
We have audited, in accordance with generally accepted auditing standards,
the balance sheets of Excel Mining Systems, Inc. as of December 28, 1996 and
December 30, 1995, and the related statements of operations, stockholders'
equity and cash flows for the years ended December 28, 1996, December 30,
1995 and December 31, 1994 (not presented herein); and in our reports dated
January 29, 1997 (except for Notes 6, 8 and 14, which are as of April 4,
1997) and January 23, 1996 (except for Note 9, which is as of March 8, 1996),
we expressed, except for the effects of deferring certain litigation costs as
discussed in our reports, unqualified opinions on those financial statements.
In our opinion, the information set forth in the accompanying condensed
financial statements is fairly stated, in all material respects, in relation
to the financial statements from which it has been derived.
/s/ Grossman Yanak & Ford LLP
Pittsburgh, Pennsylvania
April 4, 1997
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<PAGE>
EXCEL MINING SYSTEMS, INC.
CONDENSED BALANCE SHEETS
DECEMBER 28, 1996 AND DECEMBER 30, 1995
<TABLE>
(Dollars in Thousands)
ASSETS 1996 1995
<S> <C> <C>
Current assets $ 11,568 $ 12,847
Property and equipment, net 12,797 17,637
Notes receivable 164 220
Deferred income taxes 201 -
Other assets 5,720 2,756
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TOTAL $ 30,450 $ 33,460
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 12,510 $ 12,223
Long-term debt 17,106 18,782
Deferred loan fees 431 387
Deferred income taxes - 388
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Total liabilities 30,047 31,780
Redeemable preferred stock 750 750
Common stockholders' equity (deficiency) (347) 930
Commitments and contingencies - -
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TOTAL $ 30,450 $ 33,460
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</TABLE>
See independent auditors' report.
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<PAGE>
<TABLE>
EXCEL MINING SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 28, 1996,
DECEMBER 30, 1995 AND DECEMBER 31, 1994
(Dollars in thousands, except per share data)
1996 1995 1994
<S> <C> <C> <C>
Net sales $ 69,405 $ 73,113 $ 26,227
Cost of goods sold 64,000 64,584 23,520
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Gross profit 5,405 8,529 2,707
Selling, general and administrative
expenses 4,766 4,864 1,312
Other expense, net 2,622 2,640 352
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Income (loss) before income taxes (1,983) 1,025 1,043
Benefit (provision) for income taxes 706 (445) (244)
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Net income (loss) $ (1,277) $ 580 $ 799
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Net earnings (loss) per common share $(3,360.83) $1,280.12 $1,828.52
========= ======== ========
Weighted average number of common
shares outstanding 400 400 400
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</TABLE>
See independent auditors' report.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) 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.
July 3, 1997 NEW JERSEY STEEL CORPORATION
By: /s/ Alexander F. Prelat
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Alexander F. Prelat
Vice President Finance and
Treasurer
(Principal Financial and
Accounting Officer)
