SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Steel of West Virginia, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
858154107
(Cusip Number)
Barbara E. Shields
6300 Ridglea Place, Suite 1111
Fort Worth, Texas 76116
(817) 335-8282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 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(e), 13d-1(f) or 13d-1(g), check the
following box [X].
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
**The total number of shares of stock reported herein is 421,015, which
constitutes approximately 7.0% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 6,010,795 shares
outstanding.
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1. Name of Reporting Person:
Corbin & Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
Not Applicable
(b) / /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 421,015 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 421,015 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
421,015
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.0%
14. Type of Reporting Person: IA
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(1) Power is exercised through its Chairman, President and Chief Investment
Officer, David A. Corbin.
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Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock (the "Stock") of Steel of West
Virginia, Inc. (the "Issuer"). The principal executive offices of the Issuer
are located at 17th Street and Second Avenue, Huntington, WV 25703.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(e) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby files this Schedule 13D Statement on behalf of
Corbin & Company, a Texas corporation ("Corbin & Co."). Corbin & Co. is
sometimes hereinafter referred to as the "Reporting Person." Additionally,
pursuant to Instruction C to Schedule 13D, information is included herein with
respect to David A. Corbin ("Corbin") (the "Controlling Person"). The Reporting
Person, the Controlling Person and the other persons identified in paragraphs
(b) - (c) of Item 2 are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
(b) - (c)
CORBIN & CO.
Corbin & Co. is a Texas corporation, the principal business of which is
providing investment advisory services to third parties. The principal business
address of Corbin & Co., which also serves as its principal office, is 6300
Ridglea Place, Suite 1111, Fort Worth, Texas 76116. Pursuant to Instruction
C to Schedule 13D of the Act, the name, residence or business address, and
present principal occupation or employment of each director, executive officer
and controlling person of Corbin & Co. are as follows:
Residence or Principal Occupation
Name Business Address or Employment
David A. Corbin 6300 Ridglea Place Chairman, President and
Suite 1111 Chief Investment Officer of
Fort Worth, Texas 76116 Corbin & Co.
R. Kyle Kight 6300 Ridglea Place Vice President for
Suite 1111 Portfolio Management,
Fort Worth, Texas 76116 Corbin & Co.
Tod M. Miller 6300 Ridglea Place Vice President for Marketing,
Suite 1111 Corbin & Co.
Fort Worth, Texas 76116
Jeffrey D. Ressetar 6300 Ridglea Place Chief Financial Officer and
Suite 1111 Chief Operations Officer of
Fort Worth, Texas 76116 Corbin & Co.
Barbara E. Shields 6300 Ridglea Place Vice President for Client
Suite 1111 Relations and Legal Affairs,
Fort Worth, Texas 76116 Corbin & Co.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Corbin & Co. has expended $3,576,645 to purchase shares of the Stock. Such
funds were received from Corbin & Co.'s investment advisory clients.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person has had discussions with management of the Issuer
concerning alternatives regarding maximization of shareholder value as well as
various operational and financial aspects of the Issuer's business. On October
1, 1998, the Reporting Person delivered to the Issuer's Board of Directors a
letter, a copy of which is attached hereto as Exhibit A, setting forth specific
proposals for the Board's consideration relating to maximization of shareholder
value. These proposals involve (i) the repurchase of shares of the Stock by the
Issuer, (ii) the institution, at a later date, of dividend payments on shares
of the Stock, and (iii) the increased investment, by Board members, in the
Issuer's stock. As stated in the letter, the Reporting Person has requested a
response from the Issuer's Board by October 31, 1998.
The Reporting Person acquired on behalf of its advisory clients, and its
client accounts continue to hold, the shares of the Stock reported herein for
investment purposes. Depending on market conditions and other factors that the
Reporting Person may deem material to its investment decisions, the Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on the same factors, the Reporting Person may
sell all or a portion of the shares of the Stock on the open market or in
private transactions.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Person
CORBIN & CO.
The aggregate number of shares of the Stock that Corbin & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 421,015, which constitutes
approximately 7.0% of the outstanding shares of the Stock.
Controlling Person
CORBIN
Because of his positions as Chairman, President and Chief Investment
Officer of Corbin & Co., Corbin may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 421,015 shares of the Stock, which
constitutes approximately 7.0% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the Item 2 Persons is the beneficial owner of any shares
of the Stock.
(b)
Reporting Person
CORBIN & CO.
Acting through Corbin, its Chairman, President and Chief Investment
Officer, Corbin & Co. has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 421,015 shares of the Stock.
Controlling Person
CORBIN
As Chairman, President and Chief Investment Officer of Corbin & Co., Corbin
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 421,015 shares of the Stock.
(c) On September 11, 1998, the Reporting Person sold 6,600 shares of the
Stock at $6.2576 per share in an open market transaction on the NASDAQ.
Except as set forth in this paragraph (c), to the best of the knowledge of
the Reporting Person, none of the Item 2 Persons have effected any transactions
in the Stock during the past 60 days.
(d) All of the shares of the Stock reported herein are owned by Corbin &
Co.'s advisory clients, who have the sole right to receive and the sole power
to direct the receipt of dividends from, or the proceeds from the sale of, such
shares of the Stock. To the best knowledge of Corbin & Co., no client of Corbin
& Co. has an interest in dividends or sale proceeds that relates to 5% or more
of the outstanding shares of the Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships with respect to shares of the Stock owned by the
Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Letter from Corbin & Company to the Issuer's Board of
Directors, dated October 1, 1998.<PAGE>
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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: October 6, 1998
CORBIN & COMPANY
By: /s/ Barbara E. Shields
Barbara E. Shields, Vice President
for Client Relations and Legal Affairs
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<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Letter from Corbin & Company to the Issuer's Board of Directors,
dated October 1, 1998
Exhibit 99.1
October 1, 1998
Board of Directors
Steel of West Virginia, Inc.
17th Street & Second Avenue
Huntington, WV 25703
Gentlemen:
I am writing to you today as investment manager for shareholders of your
firm who currently control approximately 438,000 shares. I am concerned about
shareholder value, not just for my clients, but for all Steel of West Virginia
shareholders, and I am disappointed that the Board of Directors has failed to
act boldly on behalf of its shareholders. Although the company has the ability
to generate significant cash flow due to its superior products and market
position, the events of the last three years show that this board has taken a
"wait and see" approach that has not been accepted by investors.
These are the items that I am asking the board to consider:
1. The repurchase of shares is critical to the process of increasing
shareholder value. First of all, Steel of West Virginia's board has
to send a loud and clear message: we believe in this company, its
prospects, and our leadership. The board should approve a repurchase
of at least 400,000 shares, to be funded by operations. This firm's
consistent ability to deliver below industry ROE, ROA, and
shareholder value means that, outside of maintenance capital
expenditures, no funds should be expended to increase capacity.
2. The board should also consider paying a small dividend, once the
share repurchase is well along. This will broaden the company's
appeal to retail investors and allow certain types of institutional
investors to own the stock. A $.12 annual dividend would cost the
company $672,000 per year (assuming repurchase of the 400,000
shares).
3. Board members should also have more of their own dollars invested in
the stock. That is an additional way to ensure that shareholder
interests will be taken seriously.
Consideration of the above points is critical if this company is ever to
achieve its potential. I look forward to your response and would expect a reply
by October 31, 1998.
Very truly yours,
/s/ David A. Corbin
David A. Corbin, CFA
President & Chief Investment Officer
