SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
Date of Report: December 1, 2000
Date of earliest event reported: November 22, 2000
GENEVA STEEL COMPANY
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(Exact name of registrant as specified in its charter)
Utah 1-10459 93-0942346
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
10 South Geneva Road, Vineyard, UT 84058
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 227-9000
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On November 22, 2000, the United States Bankruptcy Court for the
District of Utah, Central Division, confirmed the Third Amended Plan of
Reorganization, as modified, of Geneva Steel Company. The reorganization plan
was proposed jointly by Geneva Steel Company and the Official Committee of
Bondholders in Geneva Steel Company's case under Chapter 11 of the US Bankruptcy
Code. It also was supported by the Official Committee of Unsecured Creditors.
On the closing date under the reorganization plan, Geneva Steel
Company will effect a corporate restructuring such that a new Delaware holding
company, Geneva Steel Holdings Corp., will be the parent company to Geneva Steel
LLC, the successor to Geneva Steel Company, and four additional subsidiaries:
Iron Ore Mines LLC, Williams Farm LLC, Vineyard Iron Company (Del) and Vineyard
Management Company (Del). Each of the companies will have a December 31 fiscal
year end, a change from the September 30 fiscal year end of Geneva Steel Company
prior to its reorganization.
Under the reorganization plan, all outstanding debt and equity is
being cancelled, and the new Geneva Steel Holdings Corp. is issuing new common
stock and rights to purchase new preferred stock as described below. The plan
divides the creditors of Geneva Steel Company into seven classes.
CLASS TYPE OF CREDITOR DISTRIBUTION UNDER THE PLAN
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Class one Allowed priority claims Unimpaired by the plan
Class two Allowed secured claims Unimpaired by the plan
Class three Allowed unsecured claims in Pro rata portion of approximately
an amount greater than $5,000 7,085,276 shares of Geneva Steel
that do not elect to be Holdings Corp. common stock and a
treated as a class four pro rata portion of 2,315,000
claimant; includes holders of rights to purchase 2,315,000
Geneva Steel Company 11.125% shares Geneva Steel Holdings
Senior Notes due March 2001 Corp. class A convertible
and 9.5% Senior Notes due preferred stock at $10.80 per
January 2004 and trade share
creditors
Class four Allowed unsecured claims in Cash payment equal to 40% of the
an amount equal to or less claim, up to $2,000
than $5,000 and any class
three claimants that opted to
be treated as class four
claimants
Class four A Claims subordinated under No distribution
sections 510(b) or 510(c) of
the Bankruptcy Code
Class five Allowed preferred stock No distribution
interests
Class six Allowed common stock No distribution
interests
On the closing date under the reorganization plan, the new Geneva
Steel Holdings Corp. will issue to holders of allowed class three claims as of
November 22, 2000 approximately 6,898,137 shares of common stock and rights to
purchase 2,315,000 shares of class A convertible preferred stock. The holding
company anticipates issuing an additional 187,139 shares of common stock to
holders of disputed claims to resolve such disputes, which with the shares
already issued will aggregate approximately 7,085,276 shares of common stock. In
addition, following the effective date, the holding company will issue (i)
shares of common stock to executives as an incentive under an employee retention
program; and (ii) options for executives to purchase common stock, a quarter of
which be immediately vested and then one quarter will vest each subsequent year
for three year.
The reorganization plan contemplates the successor operating company
to Geneva Steel Company, Geneva Steel LLC, entering into a $110 million term
loan facility with Citibank USA as administrative agent and as collateral agent
and the other lenders under the credit agreement that is guaranteed 85% by the
United States government under the Emergency Steel Loan Guarantee Program, and a
$125 million revolving line of credit. The line of credit is to be secured by
accounts receivable, inventory and other current assets. The term loan is to be
secured by real and other property and a second lien on the accounts receivable,
inventory and other current assets. At the request of Citibank USA, Geneva Steel
Company has filed a motion to modify the confirmed plan to describe more clearly
the collateral securing the term loan and the revolving credit facility.
The reorganization plan remains subject to consummation, which
involves the closings on the contemplated financings and the fulfillment of
other conditions.
The foregoing description of the reorganization plan is qualified by
reference to the text of the Third Amended Plan of Reorganization, as modified.
ITEM 7. EXHIBITS
2.1 Third Amended Plan of Reorganization, as modified, of Geneva Steel
Company
99.1 Press release issued by Geneva Steel Company on November 21, 2000
99.2 Confirmation order of the United States Bankruptcy Court for the
District of Utah, Central Division
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SIGNATURE
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.
GENEVA STEEL COMPANY
December 1, 2000 By: /s/ Dennis L. Wanlass
Date ------------------------------
Dennis L. Wanlass
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
2.1 Third Amended Plan of Reorganization, as modified, of Geneva Steel
Company
99.1 Press release issued by Geneva Steel Company on November 21, 2000
99.2 Confirmation order of the United States Bankruptcy Court for the
District of Utah, Central Division
