FORM 10-K/A(1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
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OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________.
Commission File No. 0-16254
STEEL OF WEST VIRGINIA, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 55-0684304
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
17th Street and 2nd Avenue, Huntington, West Virginia 25703
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(Address of principal executive offices, Zip Code)
(304) 696 - 8200
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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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 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 the voting stock held by non-affiliates
of the Registrant based on the closing price on March 1, 1995:
$72,176,280
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock as of March 1, 1995:
7,091,360 shares of Common Stock, par value $.01 per share.
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This report hereby amends Items 10, 11, 12 and 13 of
Part III of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 in their entirety, and as so amended such
Items shall read as follows:
Item 10. Directors and Executive Officers of the Registrant
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The directors and executive officers of the Company and
their positions are as follows:
Name Age Position
---- --- --------
Robert L. 61 Chairman of the Board, Chief Executive
Bunting, Jr. Officer and President
Stephen A. 42 Secretary and a Director
Albert
Albert W. 66 Director
Eastburn(1)
Daniel N. 45 Director
Pickens(1)
Paul E. 64 Director
Thompson(1)
Timothy R. 43 Vice President, Treasurer and Chief
Duke Financial Officer
Larry E. Gue 53 Vice President of Human Relations
T. Elton 47 President, Marshall Steel, Inc.
North
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(1) Member of the Compensation and Benefits Committee and the
Audit Committee. Mr. Thompson became a director of the
Company in January, 1994. He filed a Form 3 with the
Securities and Exchange Commission in respect to becoming a
director on January 24, 1994.
Robert L. Bunting, Jr. has been Chairman of the
Company, SWVA, Inc. ("SWVA") and Marshall Steel, Inc.
("Marshall"), the Company's wholly-owned subsidiaries, since
April 1993, President, Chief Executive Officer and a director of
the Company since December 1986 and President, Chief Executive
Officer and a director of SWVA since its organization in 1982.
Mr. Bunting was Works Manager of the Company's mini-mill before
it was owned by SWVA. Before becoming Works Manager of the mini-
mill, Mr. Bunting held various positions in the steel industry
over a period of 37 years. Mr. Bunting received a bachelor of
metallurgical engineering from Cornell University in 1955.
Stephen A. Albert has been a director of the Company
since December 1986. Since February 1989, Mr. Albert has been
special counsel to the law firm of Proskauer Rose Goetz &
Mendelsohn LLP, counsel to the Company. Prior thereto, Mr.
Albert was a member of the law firms of Feit & Ahrens and Feit &
Shor, which were counsel to the Company until January 1989. Mr.
Albert has been engaged in the practice of law in New York City
since 1977.
Albert W. Eastburn has been a director of the Company
since April 1993. Mr. Eastburn was President and Chief Operating
Officer of the Steel Group of Lukens, Inc., a leading specialized
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manufacturer of steel plate and stainless steel products
("Lukens"), from November 1988 until his retirement in 1991.
Prior thereto, Mr. Eastburn held various positions at Lukens,
which he joined as methods engineer in 1955.
Daniel N. Pickens has been a director of the Company
since April 1993. Mr. Pickens has been a Senior Vice President
in the Corporate Finance Department of Wheat First Securities,
Inc. ("Wheat First") since 1989. Prior thereto, Mr. Pickens held
various positions at Wheat First, which he joined in 1981.
Before joining Wheat First, Mr. Pickens practiced as an attorney
in Philadelphia, Pennsylvania.
Paul E. Thompson has been a director since January
1994. From 1986 until his retirement in 1992, Mr. Thompson was a
Sub-District Director, District 23, of the United Steel Workers
of America ("USWA"). Prior thereto, Mr. Thompson was a Staff
Representative, District 23, of the USWA.
Timothy R. Duke has been Vice President, Treasurer and
Chief Financial Officer of the Company since March 1988 and was
the Controller from June 1987 until March 1988. Mr. Duke was
formerly the Manager - Operations Accounting at Joy Manufacturing
Company, and served in various other positions at Joy
Manufacturing Company from 1979 until he joined the Company. Mr.
Duke is a certified public accountant, a certified management
accountant and has more than 20 years of experience in private
industry. He received a bachelor of science degree in business
from Pennsylvania State University and a masters of business
administration from Duquesne University.
Larry E. Gue has been Vice President of Human Relations
of SWVA, Inc. since March 1988 and has been Manager of Personnel
and Public Relations of SWVA since its organization in 1982.
Mr. Gue began working at the Company's mini-mill in 1971 as part
of the maintenance team. At that time, Mr. Gue was actively
involved in, and later became a leader of, the United Steel
Workers of America (Local 37), the union which represents the
Company's work force.
T. Elton North has been President of Marshall since its
organization in April 1993. From June 1992 until April 1993, Mr.
North was Division Manager for the Memphis, Tennessee division of
Marshall Steel Inc., a wholly-owned subsidiary of Marshall Steel
Ltd. This division was sold to the Company. Mr. North served as
branch manager of Marshall Steel Ltd., a Canadian steel company,
from June 1991 to June 1992. Prior thereto, Mr. North served as
marketing manager of Marshall Steel Ltd. for approximately six
years.
All directors of the Company hold office until the next
annual meeting of the stockholders of the Company or until their
successors are elected and qualified.
The Compensation and Benefits Committee and the Audit
Committee are comprised of Messrs. Albert W. Eastburn, Daniel N.
Pickens and Paul E. Thompson. The Compensation and Benefits
Committee reviews employee compensation and benefits, and the
Audit Committee reviews the scope of the independent audit, the
appropriateness of the accounting policies, the adequacy of
internal controls, the Company's year-end financial statements
and such other matters relating to the Company's financial
affairs as its members deem appropriate.
Item 11. Executive Compensation
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The following summary compensation table sets forth the
cash compensation paid or accrued by the Company for services
rendered by the Company's Chief Executive Officer and each of the
Company's executive officers whose aggregate compensation
exceeded $100,000 during the years ended December 31, 1992, 1993
and 1994.
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<TABLE><CAPTION>
Summary Compensation Table
All Other
Name and Principal Position Year Salary Bonus Compensation
- ----------------------------------------------- ---- -------- -------- -------------
<S> <C> <C> <C> <C>
Robert L. Bunting, Jr., Chairman of the Board, 1992 $225,000 $199,551 $12,686(2)
Chief Executive Officer and President 1993 225,000 4,947 13,707(2)
1994 225,000 121,537(1) 9,957(2)
Timothy R. Duke, Vice President, Treasurer and 1992 $128,190 $68,807 $6,143(3)
Chief Financial Officer 1993 128,190 4,947 6,143(3)
1994 132,228 69,375(1) 6,143(3)
Larry E. Gue, Vice President of Human Relations 1992 $120,000 $68,807 $6,403(4)
1993 120,000 4,947 6,403(4)
1994 120,000 67,126(1) 6,403(4)
T. Elton North, President 1992 $ n/a $ n/a $ n/a
Marshall Steel, Inc. 1993 54,808 12,600 3,247(5)
1994 75,000 47,099(1) 9,690(5)
</TABLE>
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(1) Does not include the following discretionary bonuses
recognized in 1994 results of operations but paid in January
1995; $150,750 to Robert L. Bunting, Jr.; $75,000 to Timothy
R. Duke; $30,000 to Larry E. Gue; and $42,000 to T. Elton
North.
(2) Consists of $11,111, $11,250 and $7,500 contributions to a
defined contribution plan and $1,575, $2,457 and $2,457 of
costs of group-term life insurance coverage provided by the
Company for 1992, 1993 and 1994, respectively.
(3) Consists of a $6,000 contribution to a defined contribution
plan and $143 of costs of group-term life insurance coverage
provided by the Company.
(4) Consists of a $6,000 contribution to a defined contribution
plan and $403 of costs of group-term life insurance coverage
provided by the Company.
(5) Consists of $2,188 and $3,750 contributions to a defined
contribution plan, $1,020 and $5,850 for personal use of a
company vehicle, and $40 and $90 of costs of group-term life
insurance coverage provided by the Company for 1993 and 1994,
respectively.
The Company entered into a five-year employment
agreement with Mr. Bunting on January 1, 1992. Mr. Bunting's
base salary is $225,000 per year, subject to increase each year
by the Board of Directors, which may also, in its discretion, pay
bonuses to Mr. Bunting and other employees. Mr. Bunting's
employment agreement contains a non-competition restriction for a
period of one year following termination of the agreement. The
agreement provides that the Company will purchase Mr. Bunting's
and his family's shares of Common Stock of the Company upon his
death, but only out of the proceeds of a $7 million key man life
insurance policy covering Mr. Bunting which the Company has
purchased and of which the Company is the beneficiary. The
employment agreement also provides that Mr. Bunting will
participate in the Company's retirement plan.
Directors' Compensation
-----------------------
The only directors who are compensated for services as
a director are Albert W. Eastburn, Daniel N. Pickens, and Paul E.
Thompson, each of whom receives an annual retainer in the amount
of $6,000 plus $1,000 for each committee on which he serves. In
addition, each such director receives a fee of $1,000 for each
Board and Committee meeting he attends. Under this arrangement,
during 1994 Messrs. Eastburn, Pickens and Thompson received
$21,500, $21,000 and $15,500 respectively.
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Item 12. Security Ownership of Certain Beneficial Owners and
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Management
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The following table sets forth, as of April 1, 1995,
certain information regarding the beneficial ownership of the
Company's Common Stock by (i) each person known by the Company to
be the beneficial owner of more than 5% of the Common Stock, (ii)
each director of the Company, (iii) the Company's executive
officers named in the Summary Compensation Table, and (iv) all
directors and executive officers as a group.
Beneficial Ownership
of
Common Stock as of
April 1, 1995
Name Shares %
FMR Corp. 921,100(1) 12.99
82 Devonshire Street
Boston, Massachusetts 02109
Neuberger & Berman 804,100(2) 11.34
605 Third Avenue
New York, NY 10158
Robert L. Bunting, Jr. 526,380(3) 7.42
c/o Steel of West Virginia, Inc.
17th Street and 2nd Avenue
Huntington, West Virginia 25703
Mesirow Asset Management, Inc. 394,600(4) 5.56
350 North Clark Street
Chicago, IL 60610
Stephen A. Albert 0 0
Albert W. Eastburn 2,500 *
Daniel N. Pickens 1,000 *
Paul E. Thompson 0 0
All directors and executive 554,660 7.82
officers as a group
* Less than one percent
(1) Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR Corp. and an investment adviser
registered under Section 203 of the Investment Advisors Act
of 1940, is the beneficial owner of 921,100 shares (12.99%)
of Common Stock as a result of acting as investment
advisor to several investment companies registered under
Section 8 of the Investment Company Act of 1940. The
ownership of one investment company, Fidelity Low-Priced
Stock Fund, amounted to 600,000 shares (8.46%) of Common
Stock outstanding. Fidelity Low-Priced Stock Fund has its
principal business office at 82 Devonshire Street, Boston,
Massachusetts 02109. Edward C. Johnson 3d, FMR Corp.,
through its control of Fidelity, and the Funds each has sole
power to dispose of the 697,900 shares owned
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by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Funds' Board of Trust-
ees. Fidelity carries out the voting of the shares
underwriter guidelines established by the Funds' Board of
Trustees. Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 223,200 shares (3.15%) of Common Stock
as a result of its serving as investment manager of the
institutional account(s). Edward C. Johnson 3d and FMR Corp.
through its control of Fidelity Management Trust Company,
has sole voting and dispositive power over 223,200 shares of
Common Stock owned by the institutional account(s) as
reported above. Edward C. Johnson 3d and Abigail P. Johnson
each own 24.9% of the outstanding voting common stock of
FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. Various
Johnson family members and trusts for the benefit of Johnson
family members own FMR Corp. voting common stock. These
Johnson family members, through their ownership of voting
common stock, form a controlling group with respect to FMR
Corp. The information set forth herein is based on a
Schedule 13G dated February 13, 1995 filed by FMR Corp. with
the Securities and Exchange Commission.
(2) Neuberger & Berman ("Neuberger") has (i) sole voting power
with respect to 492,100 shares of Common Stock, (ii) shared
voting power with respect to 115,000 shares of Common Stock,
and (iii) shared dispositive power with respect to 804,100
shares of Common Stock. The information set forth herein is
based on a Schedule 13G dated February 10, 1995 filed by
Neuberger with the Securities and Exchange Commission.
(3) Of this amount, 233,710 shares are held in a trust for the
benefit of Mr. Bunting's wife, Nancy L. Bunting, and 237,577
shares are held in a trust for the benefit of Mr. Bunting.
Mr. and Mrs. Bunting are co-trustees of each of said trusts.
These shares were transferred to the trusts by Mr. Bunting
in December 1994. Mr. Bunting filed a Form 4, and each of
the trusts filed a Form 3, with the Securities and Exchange
Commission in respect of such transfer on April 26, 1995.
(4) Mesirow Asset Management, Inc. ("MAM"), an investment
advisor registered under Section 203 of the Investment
Advisor Act of 1940, serves as investment advisor to Skyline
Fund Special Equities Portfolio, a Massachusetts Business
Trust; Mesirow Growth Fund, L.P., an Illinois limited
partnership; and certain client accounts over which MAM has
discretion. MAM has (i) shared voting power with respect to
394,600 shares of Common Stock, and (ii) shared dispositive
power with respect to 394,600 shares of Common Stock. The
information set forth herein is based on a Schedule 13G
dated February 13, 1995 filed by MAM with the Securities and
Exchange Commission.
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