SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): December 16, 1998
ROANOKE ELECTRIC STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
Virginia 0-2389 54-0585263
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P. O. Box 13948
Roanoke, Virginia 24038-3948
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 342-1831
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 16, 1998, Roanoke Electric Steel Corporation, a Virginia
corporation, issued a press release announcing that it has completed its cash
tender offer for all outstanding shares of the common stock of Steel of West
Virginia, Inc. A copy of the press release is attached hereto as Exhibit 99 and
is incorporated herein by reference.
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
(c) Exhibits.
99 - Press Release dated December 16, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROANOKE ELECTRIC STEEL CORPORATION
By s/Donald G. Smith
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Donald G. Smith
Chairman and Chief Executive Officer
Date: December 16, 1998
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Exhibit 99
NEWS RELEASE
CONTACT: RESCO - Donald G. Smith (540) 342-1831
P.O. Box 13948
Roanoke, Virginia 24038-3948
Office: 1-540-342-1831
1-800-765-6567
Fax: 1-540-342-9437
ROANOKE ELECTRIC STEEL CORPORATION
NEWS RELEASE FOR IMMEDIATE RELEASE
CONTACT: Donald G. Smith
ROANOKE ELECTRIC STEEL CORPORATION ANNOUNCES
COMPLETION OF ITS TENDER OFFER FOR STEEL OF WEST VIRGINIA, INC.
Roanoke, VA (December 16, 1998) -- Roanoke Electric Steel Corporation
(Nasdaq-NM-RESC) today announced that it has completed its cash tender offer for
all of the outstanding shares of Common Stock of Steel of West Virginia, Inc.
(Nasdaq-NM-SWVA) at $10.75 net per share and accepted for payment 5,793,214
shares (representing approximately 96.4% of outstanding shares). The offer
expired at Midnight, Eastern Standard Time, on December 15, 1998.
Roanoke Electric Steel intends to promptly merge its wholly-owned
subsidiary, SWVA Acquisition, Inc., with and into Steel of West Virginia in
accordance with Delaware's short-form merger provisions and Virginia's merger
provisions. As a result of the merger, Steel of West Virginia will become a
direct, wholly-owned subsidiary of Roanoke Electric Steel and each remaining
outstanding share of Common Stock of Steel of West Virginia will be converted,
subject to appraisal rights, into the right to receive $10.75 in cash, without
interest.
Roanoke Electric Steel Corporation is a mini-mill producer of finished
steel products, consisting of angles, rounds, flats, and channels, which are
sold to steel fabricators and steel service centers, and semi-finished steel
billets, which are sold to other steel producers. Four subsidiaries are involved
in various steel-related activities, consisting of steel scrap processing, steel
bar joist fabrication and reinforcing bar fabrication.
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Steel of West Virginia, headquartered in Huntington, West Virginia, custom
designs and manufactures special steel products principally for use in the
construction of truck trailers, industrial lift trucks, off-highway construction
equipment (such as bulldozers and graders), manufactured housing, guard rail
post and mining equipment.
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