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 earliest event reported December 8, 2000
GENEVA STEEL COMPANY
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 1-10459 93-0942346
------------------- ------------------- -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
10 South Geneva Road, Vineyard, UT 84058
--------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 227-9000
------------------
Not Applicable
--------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
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.
On December 6, 2000, at the request of one of the lenders under the
reorganization plan's exit financing, Geneva Steel Company filed the Third
Amended Plan of Reorganization, as modified, dated December 6, 2000. The further
modified plan is identical to the reorganization plan confirmed on November 22,
2000, except that it expands the description of collateral securing the term
loan and the revolving credit facility:
o Section 6.07 of the reorganization plan confirmed on November 22, 2000 stated
that the new term loan facility would be secured by substantially all of
Geneva's operating assets (excluding inventory, accounts receivable, certain
equipment and related intangibles) and did not describe the security for the
new revolving credit facility.
o Section 6.07 now states that the new revolving credit facility will be
secured by a first priority lien on substantially all of Geneva's current
assets, including inventory, accounts receivable, equipment (other than
vehicles, mobile equipment and office equipment), general intangibles
relating to equipment and inventory, cash collateral and any item that may be
the subject of a security interest under the Uniform Commercial Code.
o The reorganization plan also clarifies that the new term loan facility will
be secured by a first priority lien on substantially all of Geneva's
operating assets, including real property, and a subordinate lien on current
assets which are subject to a first priority lien under the revolving credit
facility.
On December 8, 2000, the bankruptcy court confirmed the Third Amended Plan
of Reorganization, as modified, dated December 6, 2000.
As described in the current report on Form 8-K filed by Geneva Steel
Company on December 5, 2000:
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).
Under the reorganization plan, all outstanding debt and common stock and
preferred stock of Geneva Steel Company is being cancelled, and holders of
Geneva Steel Company preferred stock and common stock are not receiving any
distributions. The new Geneva Steel Holdings Corp. is issuing new common stock
and rights to purchase new preferred stock.
The plan divides the creditors of Geneva Steel Company into seven classes.
CLASS TYPE OF CREDITOR DISTRIBUTION UNDER THE PLAN
----- ---------------- ---------------------------
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 7,085,276 shares of Geneva Steel
$5,000 that do not elect to Holdings Corp. common stock and a
be treated as a class four pro rata portion of 2,315,000
claimant; includes holders rights to purchase 2,315,000
of Geneva Steel Company shares Geneva Steel Holdings Corp.
11.125% Senior Notes due class A convertible preferred
March 2001 and 9.5% Senior stock at $10.80 per share
Notes due January 2004 and
trade creditors
Class four Allowed unsecured claims in Cash payment equal to 40% of the
an amount equal to or less claim, up to a $2,000 cap for
than $5,000 and any class payments on a claim.
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.
In accordance with the confirmation order entered December 8, 2000, for
purposes of determining which persons are entitled to receive distributions on
class 3 claims under the reorganization plan and the distribution record date
under the reorganization plan, the confirmation date and the distribution record
date are deemed to be November 22, 2000.
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, Inc. as lender, administrative agent and collateral
agent and other lenders, repayment of which is guaranteed in part by the United
States government under the Emergency Steel Loan Guarantee Program, and a $125
million revolving credit facility with Citibank USA, Inc. as lender,
administrative agent and collateral agent and other lenders and issuers. The
term loan facility consists of a $16,500,000 term A loan (guaranteed 85% by the
U.S. government), $83,658,000 term B loan (guaranteed 95% by the U.S.
government) and $9,842,000 term C loan from Albert Fried & Company, LLC, one of
the creditors under the reorganization plan. Repayment of the term C loan is not
guaranteed by the U.S. government. Repayment of the term loan facility and
revolving credit facility are secured by the collateral described above.
The reorganization plan remains subject to consummation, which involves
the closings on the contemplated financings and the fulfillment of other
conditions. There can be no assurance at this time that the reorganization plan
will be consummated. Similarly, there can be no assurance that the financings
contemplated by the reorganization plan can actually be obtained on terms
favorable to Geneva Steel LLC, or at all.
This current report may be deemed to contain certain forward-looking
statements with respect to Geneva Steel Company and its reorganization that are
subject to risks and uncertainties that include, but are not limited to, those
identified in the Geneva Steel Company press releases, the disclosure statement
submitted with respect to the reorganization plan and other Geneva Steel Company
filings with the Securities and Exchange Commission. Actual results may vary
materially.
The foregoing description of the reorganization plan is qualified by
reference to the text of the Third Amended Plan of Reorganization, as modified,
dated December 6, 2000.
Geneva Steel Holdings Corp. will be the successor issuer to Geneva Steel
Company, SEC File No. 1-10459. The shares of class A common stock of Geneva
Steel Company are registered under Section 12(b) of the Securities Exchange
Act. The shares of common stock, par value $.01 per share, of Geneva Steel
Holdings Corp. to be issued in connection with the consummation of the Geneva
Steel Company reorganization plan, are to be deemed registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, under Rule
12g-3(a) of the General Rules and Regulations under the Exchange Act.
Item 7. Exhibits
2.1 Third Amended Plan of Reorganization, as modified, dated December 6,
2000 of Geneva Steel Company
99.1 Confirmation order of the United States Bankruptcy Court for the
District of Utah, Central Division, entered on December 8, 2000
<PAGE>
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 14, 2000 By: /s/ Dennis L. Wanlass
-----------------------------
Dennis L. Wanlass
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
2.1 Third Amended Plan of Reorganization, as modified, dated December 8,
2000, of Geneva Steel Company
99.1 Confirmation order of the United States Bankruptcy Court for the
District of Utah, Central Division, entered December 8, 2000
