UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
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STEEL OF WEST VIRGINIA, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
858154107
(CUSIP Number)
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Donald G. Smith, President
Roanoke Electric Steel Corporation
P. O. Box 13948
Roanoke, Virginia 24038-3948
(540) 342-1831
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
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November 10, 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 [ ].
<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.
CUSIP No. 858154107
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(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos.
of Above Person
SWVA Acquisition, Inc. (no IRS identification number; corporation
formed for acquisition purposes only.)
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(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) AF
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(5) Check if Disclosure of Legal Proceedings [ ] is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Virginia
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0 shares
by Each Reporting ---------------------------------------------
Person With
(8) Shared Voting
Power 1,290,054 shares
---------------------------------------------
(9) Sole Dispositive
Power 0 shares
--------------------------------------------
(10) Shared Dispositive
Power 1,290,054 shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 1,290,054*
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(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See
Instructions)
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount
in Row (11) 17.8%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See
Instructions) CO
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*See footnote on following page.
<PAGE>
CUSIP No. 858154107
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos.
of Above Person
Roanoke Electric Steel Corporation (54-0585263)
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) BK, WC
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings [ ] is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Virginia
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 0 shares
by Each Reporting ---------------------------------------------
Person With
(8) Shared Voting
Power 1,290,054 shares
---------------------------------------------
(9) Sole Dispositive
Power 0 shares
---------------------------------------------
(10) Shared Dispositive
Power 1,290,054 shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 1,290,054*
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See
Instructions)
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount
in Row (11) 17.8%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See
Instructions) CO
- -------------------------------------------------------------------------------
* On November 10, 1998, in connection with the Agreement and Plan of Merger,
incorporated herein by reference, Roanoke Electric Steel Corporation (the
"Parent") and SWVA Acquisition, Inc., a wholly owned subsidiary of the Parent
(the "Purchaser"), entered into a Stock Option Agreement with Steel of West
Virginia, Inc. (the "Issuer") pursuant to which the Issuer granted the Purchaser
an irrevocable option to purchase up to 1,196,148 Shares, or approximately 19.9%
of the then outstanding Shares, at a price of $10.375 per Share payable in cash,
upon the occurrence of certain conditions specified therein. The Stock Option
Agreement is described more fully in Section 11 ("The Merger Agreement and Other
Agreements; the Rights; Employee Arrangements") of the Offer to Purchase dated
November 17, 1998.
In addition, on November 10, 1998, the Parent and Purchaser entered into certain
Stock Tender and Voting Agreements with all of the Issuer's directors and
certain officers, who, in the aggregate, beneficially own 93,906 Shares (36,406
of which Shares they own directly, and 57,500 of which are issuable upon the
exercise of options held by them) that represent approximately 1.5% of the
issued and outstanding Shares, on a fully-diluted basis, in which the
individuals agreed, among other things, to tender their Shares in the Offer (as
defined below) and vote their Shares in favor of the merger. The Stock Tender
and Voting Agreements are more fully described in Section 11 ("The Merger
Agreement and Other Agreements; the Rights; Employee Arrangements") of the Offer
to Purchase, incorporated herein by reference.
<PAGE>
This Statement on Schedule 13D relates to the tender offer by SWVA Acquisition,
Inc., a Virginia corporation (the "Purchaser"), a wholly owned subsidiary of
Roanoke Electric Steel Corporation, a Virginia corporation (the "Parent"), to
purchase all of the outstanding shares of Common Stock, $.01 par value per share
("Shares"), of Steel of West Virginia, Inc., a Delaware corporation (the
"Issuer"), and the associated rights to purchase Common Stock of the Issuer (the
"Rights") issued pursuant to the Rights Agreement dated as of March 19, 1997,
between the Issuer and Continental Stock Transfer and Trust Company as Rights
Agent, as amended on November 10, 1998, at a purchase price of $10.75 per Share,
net to the Seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated November 17, 1998
(the "Offer to Purchase") and in the related Letter of Transmittal (which
together, as amended and supplemented from time to time, constitute the
"Offer"), both of which are incorporated herein by reference. Unless the context
requires otherwise, all references herein to Shares include the associated
Rights.
ITEM 1. Security and Issuer
The name of the issuer is Steel of West Virginia, Inc. which has its
principal executive offices at 17th Street and 2nd Avenue, Huntington, West
Virginia, 25703. The title of the securities to which this Statement relates is
the Issuer's common stock, par value $0.01 per share. The information set forth
in the "Introduction" of the Offer to Purchase is incorporated herein by
reference.
ITEM 2. Identity and Background
(a) - (c) and (f) This statement is being filed by the Purchaser and
the Parent. The information set forth in Section 8 ("Certain Information
Concerning the Purchaser and the Parent") of the Offer to Purchase and in
Schedule I thereto is incorporated herein by reference.
(d) - (e) During the last five years, none of the Purchaser, the
Parent, or, to the best knowledge of the Purchaser and the Parent, any of the
persons listed on Schedule I to the Offer to Purchase (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was 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 of final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The information set forth in Section 9 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.
<PAGE>
ITEM 4. Purpose of Transaction
(a) - (j) The information set forth in the "Introduction", Section 10
("Background of the Offer; Contacts with the Company"), Section 11 ("The Merger
Agreement and Other Agreements; the Rights; Employee Arrangements), Section 12
("Purpose of the Offer; the Merger; Plans for the Company"), Section 13
("Dividends and Distributions"), and Section 14 ("Effect of the Offer on the
Market for the Shares; Nasdaq National Market Listing; Margin Regulations;
Exchange Act Registration) of the Offer to Purchase is incorporated herein by
reference.
ITEM 5. Interest in Securities of the Issuer
(a) - (d) The information set forth in the "Introduction" and Section 8
("Certain Information Concerning the Purchaser and the Parent"), and Section 11
("The Merger Agreement and Other Agreements; the Rights; Employee Arrangements")
is incorporated herein by reference. The Parent and the Purchaser entered into a
Stock Option Agreement with the Issuer pursuant to which the Issuer granted the
Purchaser an irrevocable option to purchase up to 1,196,148 Shares, or
approximately 19.9% of the then outstanding Shares, at a price of $10.375 per
Share payable in cash, upon the occurrence of certain conditions specified
therein. In addition, on November 10, 1998, the Parent and Purchaser entered
into certain Stock Tender and Voting Agreements with all of the Company's
directors and officers, who, in the aggregate, beneficially own 93,906 Shares
(36,406 of which Shares they own directly, and 57,500 of which are issuable upon
the exercise of options held by them) that represent approximately 1.5% of the
issued and outstanding Shares, on a fully-diluted basis, in which the
individuals agreed, among other things, to tender their Shares in the Offer and
vote their Shares in favor of the merger. The Stock Option Agreement and the
Stock Tender and Voting Agreements are more fully described in Section 11 ("The
Merger Agreement and Other Agreements; the Rights; Employee Arrangements") of
the Offer to Purchase dated November 17, 1998.
As a result of the Stock Option Agreement and the Stock Tender and Voting
Agreements, each of the Purchaser and Parent may be deemed to beneficially own,
and have shared voting and dispositive power with respect to, an aggregate of
1,290,054 Shares (representing 17.8% of the Shares outstanding on September 30,
1998).
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The following individuals entered into a Stock Tender and Voting Agreement
with the Parent and the Purchaser on November 10, 1998: W. Bruce Groff (1,770
Shares); Mark G. Meikle (9,197 Shares); Timothy R. Duke (38,197 Shares); Paul E.
Thompson (10,733 Shares);
<PAGE>
Daniel N. Pickens (11,621 Shares); Stephen A. Albert (8,000 Shares); and
Albert W. Eastburn (14,388 Shares). The form Stock Tender and Voting Agreement
is incorporated herein by reference.
The information set forth in the "Introduction", Section 8 ("Certain
Information Concerning the Purchaser and Parent"), Section 10 ("Background of
the Offer; Contacts with the Company"), Section 11 ("The Merger Agreement and
Other Agreements; the Rights; Employee Arrangements") and Section 12 ("Purpose
of the Offer; the Merger; Plans for the Company") of the Offer to Purchase and
Schedule I to the Offer to Purchase is incorporated herein by reference.
ITEM 7. Material to Be Filed as Exhibits
(1) Offer to Purchase, dated November 17, 1998*
(2) Letter of Transmittal*
(3) Commitment Letter dated November 5, 1998, from First Union
National Bank to Roanoke Electric Steel Corporation*
(4) Commitment Letter dated November 6, 1998 from Crestar Bank to
Roanoke Electric Steel Corporation*
(5) Commitment Letter dated November 6, 1998 from NationsBank,
N.A. to Roanoke Electric Steel Corporation*
(6) Commitment Letter dated November 9, 1998 from Wachovia Bank,
N.A. to Roanoke Electric Steel Corporation*
(7) Confidentiality Letter Agreement dated July 20, 1998, between
Roanoke Electric Steel Corporation and Janney Montgomery
Scott Inc.*
(8) Agreement and Plan of Merger, dated as of November 10, 1998,
among Steel of West Virginia, SWVA Acquisition, Inc., and
Steel of West Virginia, Inc.*
(9) Stock Option Agreement, dated as of November 10, 1998, between
Steel of West Virginia, Inc. and SWVA Acquisition, Inc.*
(10) Form of Stock Tender and Voting Agreement, dated as of
November 10, 1998, by and among Roanoke Electric Steel
Corporation, SWVA Acquisition, Inc., and certain stockholder
of the Issuer*
<PAGE>
(11) Employment Agreement dated November 10, 1998, by and between
Steel of West Virginia, Inc., and Timothy R, Duke*
*Incorporated by reference to Schedule 14D-1 (file no. 005-39109), filed
November 17, 1998.
SIGNATURE
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.
November 19, 1998
(Date)
ROANOKE ELECTRIC STEEL CORPORATION
By: s/John E. Morris
Name: John E. Morris
Title: Vice President - Finance and Assistant
Treasurer
SWVA ACQUISITION, INC.
By: s/John E. Morris
Name: John E. Morris
Title: Vice President - Finance and Assistant
Treasurer
