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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended September 30, 2000, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
___________ to ____________.
COMMISSION FILE NO. 0-31020
GENEVA STEEL HOLDINGS CORP.
(Exact name of Registrant as specified in charter)
<TABLE>
<S> <C>
DELAWARE 87-0665504
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
10 SOUTH GENEVA ROAD
VINEYARD, UTAH 84058
(Address of principal executive (Zip Code)
office)
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Registrant's telephone number, including area code: (801) 227-9000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of
the Act: COMMON STOCK, PAR VALUE $0.01
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting common stock held by
non-affiliates of the registrant was approximately $22,400,000 on January 9,
2001, computed at the last price for the registrant's common stock as reported
by Nasdaq for that date. As of January 3, 2001, the registrant had 6,760,659
shares of its common stock outstanding.
Indicate by checkmark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the distribution of securities
under a plan confirmed by a court.
Yes [X] No [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Registrant's Annual Report to Shareholders for the fiscal
year ended September 30, 2000, are incorporated by reference in Parts II and IV
of this report.
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PART I
ITEM 1. BUSINESS.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION
This report includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of historical facts, included
in this report that address activities, events, or developments that the Company
expects, projects, believes, or anticipates will or may occur in the future,
including such matters as raw materials availability, the Company's ability to
compete against imports, the effect of imports and trade cases on the domestic
market, the Company's ability to improve and optimize operations, the Company's
ability to compete with the additional production capacity being added in the
domestic market, the Company's expectation that prices and shipments will
improve, the level of future required capital expenditures, the effect of
inflation, and any other statements in this report to the effect that the
Company "believes," "expects," "anticipates," "plans," or other similar
expressions are forward-looking statements. These statements are based on
certain assumptions and analyses made by management of the Company in light of
its experience and its perception of historical trends, current conditions,
expected future developments, and other factors it believes are appropriate in
the circumstances. Such statements are subject to a number of assumptions,
risks, and uncertainties, including those related to:
- competition
- general economic and business conditions, including changes in
supply due to imports or new capacity and changes in demand due to
economic conditions
- Company operations, including on-time delivery and customer service
- Company expectations and objectives
- prices of steel products and raw materials
- the business opportunities (or lack of business opportunities) that
may be presented to and pursued by the Company
- changes in laws or regulations, including those affecting labor,
employee benefits costs, and environmental and other governmental
regulations
- The other factors discussed under the section titled "Certain
Factors that Could Affect the Business and Operations of the
Company."
Such statements are not guarantees of future performance and actual
results or developments may differ materially and adversely from those projected
in the forward-looking statements. You should not rely on this information as an
estimate or prediction of future performance. The Company does not intend to
update any forward-looking statements, except as may occur in the regular course
of providing information in its periodic reports.
RECENT REORGANIZATION
The Company is the successor registrant to Geneva Steel Company ("Old
Geneva"). When used herein to discuss historical business and operations, the
"Company" refers to both Geneva Steel Holdings Corp. and its predecessor, Geneva
Steel Company. Old Geneva filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the District of Utah, Central Division (the "Bankruptcy Court"), on February 1,
1999. On December 8, 2000, the Bankruptcy Court approved Old Geneva's plan of
reorganization and the plan was implemented on January 3, 2001,
contemporaneously with the closing of the Company's post-bankruptcy credit
facilities. These credit facilities consist of a $110 million term loan (the
"Term
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Loan") and a $125 million revolving line of credit (the "Line of Credit"). The
Term Loan is 85% guaranteed by the United States Government under the Emergency
Steel Loan Guaranty Act of 1999.
Under the terms of the reorganization plan, Old Geneva changed its state
of domicile from Utah to Delaware, changed its form of organization from a
corporation to a limited liability company, and became a wholly-owned subsidiary
of Geneva Steel Holdings Corp. Old Geneva transferred certain real property not
used in the steel mill operations to Williams Farm Property, LLC and its iron
ore mines located in southern Utah to Iron Ore Mines, LLC, both of which are
also wholly-owned subsidiaries of Geneva Steel Holdings Corp. Old Geneva also
transferred ownership of Vineyard Iron Company and Vineyard Management Company
to Geneva Steel Holdings Corp., which made those entities wholly-owned
subsidiaries of Geneva Steel Holdings Corp.
Under the terms of the reorganization plan approved by the Bankruptcy
Court, all rights with respect to the previously outstanding common and
preferred stock of Old Geneva were terminated. Shares of common stock of the
Company were issued to the holders of unsecured claims, which consisted
primarily of holders of $199.9 million of 9-1/2% Senior Notes due 2004,
including unpaid interest accrued prior to the bankruptcy, $140.7 million of
11-1/8% Senior Notes due 2001, including unpaid interest accrued prior to the
bankruptcy, and approximately $47 million of general unsecured debt, which
includes disputed claims. Creditors who were owed $5,000 or less will receive a
cash payment equal to 40% of their claim, and trade creditors who were owed in
excess of $5,000 could elect to receive $2,000, rather than shares of common
stock in the Company. Each holder of an allowed unsecured debt, other than
creditors electing to receive cash payments as described above, also received a
right to participate in a $25 million preferred stock rights offering by the
Company. Secured creditors of Old Geneva will be paid in full with the proceeds
of the Term Loan.
Under the terms of an employee retention program approved by the
Bankruptcy Court, executive officers and a manager of Old Geneva received
options to purchase of 5% of the equity of the Company on a fully diluted basis.
BACKGROUND
Geneva Steel Holdings Corp. and its subsidiaries (the "Company" or
"Geneva") owns and operates the only integrated steel mill in the western United
States and is one the larger domestic producers of flat and coiled plate
products. The steel mill and related facilities were acquired from USX
Corporation in August 1987. The Company's products, which include flat and
coiled plate, sheet, pipe and slab, are used by a wide variety of industries,
including the oil and gas, shipping and construction industries. Currently, the
Company has a total annual production capacity of approximately 2.2 million
tons.
The properties of the Company consist primarily of an approximately
1,400-acre site near Provo, Utah, on which the steel mill and related facilities
are located, and the Company's iron ore mines, located in southern Utah. The
Company also leases a retention pond, contiguous to its steel mill, from the
State of Utah, under a lease which will expire in 2016. The pond is a
significant part of the Company's water pollution control facilities.
The Company's facilities include four coke oven batteries, three blast
furnaces, two basic oxygen process furnaces, a continuous casting facility, a
combination continuous rolling mill and various finishing facilities. Its coke
ovens produce metallurgical coke from a blend of various grades of metallurgical
coal. Metallurgical coke is used as the principal fuel for the Company's blast
furnaces, which convert iron ore into liquid iron. Liquid iron, scrap metal, and
metallic alloys are combined and further refined in the basic oxygen process
furnaces to produce liquid steel. The liquid steel is then processed through the
continuous casting facility into steel slabs. Slabs are processed into finished
steel products (coiled and flat plate, hot rolled sheet and pipe) in the
Company's rolling and finishing mills. The Company also sells slabs to other
producers of finished steel products.
The Company's in-line caster is among the widest in the world. The
caster, when combined with the Company's unique mill, provides significant
competitive advantages. The Company's in-line caster enhances the production
process by casting slabs to the required final product width (up to 126 inches
wide) before the slabs are directly rolled. Wide casting and direct rolling
reduces heating and handling requirements and eliminates cross rolling to obtain
final product width. The Company also produces coiled plate up to 122 inches in
width, which can be subsequently cut into flat plate.
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The Company's wide, six-stand rolling mill is differentiated from other
mills by its ability to roll wide one-inch entry bars into finished product in a
single pass. The mill is the widest multi-stand continuous rolling mill in the
world. In contrast, other producers of wide products utilize either a single or
double stand reversing mill or a single stand reversing steckel mill to roll
entry bars, thereby requiring multiple passes. Reducing the number of passes
increases operating efficiencies, throughput, surface quality and yields, while
also reducing operating costs. The Company's modernization program was designed
to take advantage of the unique features of its rolling mill.
The combination of the Company's caster, rolling mill and wide plate
processing capability has created an efficient production process for wide
products that few of the Company's competitors possess. These facilities enable
the Company to offer an expanded range of products; shift product mix according
to market demand; and produce wide, light-gauge plate products more efficiently
and at lower costs than many of its competitors. Although the Company's
facilities are generally suitable to its needs, the Company believes that its
facilities will continue to require significant maintenance, future
improvements, and additional modernization to remain competitive.
CAPITAL IMPROVEMENTS AND MODERNIZATION PROGRAM
The Company has spent approximately $11 million, $8.0 million, and $13
million on capital projects during the fiscal years ended September 30, 1998,
1999, and 2000, respectively. These expenditures were made primarily in
connection with the Company's ongoing modernization and capital maintenance
efforts. Since fiscal year 1989, the Company has spent over $645 million on
plant and equipment to modernize and maintain its production facilities. The
Company's modernization program was designed to take advantage of the unique
features of the Company's rolling mill.
The key elements of the modernization include: (i) the replacement of
the Company's open hearth furnaces with two basic oxygen process steelmaking
furnaces, improving product quality and throughput and reducing costs; (ii) the
construction of one of the widest in-line casters in the world, enabling it to
cast slabs at the desired width without cross-rolling; (iii) the completion of a
wide-plate project, positioning the Company as the only North American producer
currently offering coiled plate in widths greater than 96 inches and improving
plate production efficiencies; and (iv) the recent modernization of the
Company's rolling mill, enhancing throughput rates, quality and cost. The
Company believes its modernization efforts have reduced costs, increased
operating flexibility, broadened its product line, improved product quality, and
increased throughput rates.
Through its modernization, the Company has improved virtually all of its
steelmaking and finishing operations. From fiscal year 1991 through the end of
fiscal year 1997, when the modernization was substantially completed, the
Company: (i) increased its annual production of liquid steel from 1.71 million
tons to 2.46 million tons, an increase of approximately 44%; (ii) increased its
annual finished tons shipped from 1.27 million tons to 2.14 million tons, an
increase of approximately 69%; and (iii) improved its annual raw steel to
finished ton yield from approximately 73% to 90%, despite a substantial product
mix shift to plate, which traditionally has a lower yield than the other
products. Certain production-related statistics since fiscal year 1997 have at
times been lower because of reduced volumes caused by poor market conditions.
Nevertheless, the Company set new production records in nearly all of its
facilities during the first calendar quarter of 1998. The Company currently
intends to construct a new walking beam furnace to reheat steel slabs as
discussed below.
The Company has identified several large-scale capital improvement
projects that it believes could further increase its production capacity,
improve operating efficiencies and reduce costs. These include the following:
Walking Beam Furnace. Slabs produced by the Company's caster must be
reheated prior to rolling. The Company's slab heating facilities are relatively
high cost operations and lack the capacity to heat slabs at the same rate as
they can be cast and rolled. By utilizing a combination of all the Company's
slab heating facilities, the Company has substantially, but not completely,
removed its slab heating bottleneck at higher production levels. In the long
term, the Company could greatly benefit from a walking beam furnace, at a cost
of approximately $48 million, $6.2 million of which was spent through fiscal
year 2000, that can consistently heat all its slabs, thereby eliminating the
bottleneck. The walking beam furnace will reduce costs, increase prime yields
and improve quality by enabling the Company to shut down multiple heating
facilities, and by significantly improving the temperature consistency of slabs.
In addition, the walking beam will increase the Company's capacity to produce
large coils, which are made from slabs longer than those that can be heated in
certain existing facilities. Finally, the walking beam furnace will allow the
Company to convert more scrap, secondary, and slabs into finished products.
Construction of the walking beam furnace is subject
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to the Company obtaining additional financing and generating substantial
positive cash flows. There can be no assurance that adequate capital to
construct the walking beam furnace can be obtained.
Cokeless Ironmaking Project. The Company, through its wholly-owned
subsidiary, Vineyard Management Company, owns CPICOR ("Clean Power from
Integrated Coal/Ore Reduction") Management Company, L.L.C., a Delaware limited
liability company. CPICOR has entered into a cooperative agreement with the U.S.
Department of Energy (DOE) for the construction and demonstration of an electric
power generation and cokeless ironmaking project capable of potentially
producing 800,000 to 1.2 million tons of liquid iron per year. The cooperative
agreement provides up to $149.5 million in government cost-share funds for the
project from the U.S. Department of Energy. The two major components of the
CPICOR project are a power plant and cokeless ironmaking facility. The power
plant would likely be constructed and financed by an independent power company.
The cokeless ironmaking unit and ancillary facilities would be constructed and
financed by Vineyard Iron Company, currently a wholly owned subsidiary of the
Company.
The Company believes that the CPICOR project could provide significant
benefit by allowing the Company to shift a large portion of its raw-material
requirements from eastern iron-ore pellets and coal to low-cost western lump
iron ore currently owned by the Company and to western coal. Under certain
circumstances, the Company may be required to repay some or all of the
government cost share funds paid to CPICOR. Project construction cannot begin
until the environmental regulatory review process is complete.
At present, the Company anticipates using the HIsmelt cokeless
ironmaking technology for the CPICOR project. The HIsmelt technology is owned by
a subsidiary of the Rio Tinto group, HIsmelt Corporation, and has been developed
over a long period primarily in western Australia. Only a small pilot plant has
operated utilizing the technology. The Company currently intends to build a
HIsmelt unit with a smelter that is eight meters in diameter. The estimated cost
of the ironmaking unit is $250 million, and the estimated savings is expected to
exceed $15 per ton of liquid iron produced. The Company anticipates that (a) the
overall project will be managed by CPICOR, (b) Vineyard Management will manage
the ironmaking portion of the CPICOR project, and (c) Vineyard Iron will
construct and finance the ironmaking unit utilizing the government funding as
"equity." Vineyard Iron would then sell liquid iron to the Company. The Company
anticipates that the power generation plant would be constructed and financed by
a third party.
HIsmelt Corporation has entered into a joint venture with Nucor
Corporation to build a six-meter HIsmelt unit that would have an annual capacity
of approximately 600,000 tons of liquid iron. The exact terms of the joint
venture are not known by the Company. The Company may not be able to proceed
with an eight-meter HIsmelt unit until the joint venture's six-meter unit is
completed and operational, which could require several years. The Company
remains in discussions with HIsmelt and the DOE regarding the timing of the
Company's project. Completion of the CPICOR project remains subject to several
contingencies. Ultimately, the Company may not be able to reach a satisfactory
arrangement with HIsmelt, or the DOE funding for the project could be withdrawn.
The Company could also elect to pursue a cokeless ironmaking technology other
than HIsmelt or the general parameters of the project, including the
configuration of the various elements of the project, could be changed. The
Company is currently evaluating the potential use of existing infrastructure in
connection with the project which, if possible, would significantly reduce the
overall capital cost. There can be no assurance that the Company will succeed in
its cokeless ironmaking project or that the DOE funding will actually be
provided. Nevertheless, the Company believes that the long-term benefits of this
project could be significant.
Other Projects. Projects planned for fiscal year 2001 may include, among
others: (i) a blast furnace reline with substantial work on the associated hot
blast stoves; (ii) commencement of a stack upgrade in the coke plant; (iii)
replacement of one basic oxygen process shell; (iv) installation of high
pressure descaling pumps in the rolling mill; (v) several pipe mill upgrades;
(vi) oil/sludge handling upgrades in the rolling mill; and (vii) completion of
the upgraded mill stand drives project.
In addition, several smaller improvements and capital maintenance
projects, many of which previously were deferred because of the Company's lack
of liquidity, are planned. The Company estimates that capital expenditures
during fiscal 2001 will be approximately $60.9 million (excluding the
approximately $24.5 million expected to be spent on the walking beam furnace).
Spending on a walking beam furnace is subject to obtaining appropriate
financing.
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The Company estimates that its capital budgets in fiscal years 2002
through 2005 will be approximately $50 million per year (excluding walking beam
furnace expenditures). Because liquidity concerns have required the Company to
defer many needed capital projects during the past several years, the Company
believes that it would be difficult to reduce capital spending in future years
substantially below the amounts budgeted.
Projects under consideration for future capital budgets include, among
others: (i) roll shop upgrades; (ii) a new 126" line leveler; (iii) caster
modifications; (iv) additional pipe mill upgrades; (v) installation of an
additional temper mill; (vi) the automation of the plate finishing line; (vii)
the installation of a shape meter; and (viii) the possible installation of an
electric arc furnace. These projects may or may not be included in future
capital budgets, including the budgets discussed above.
The Company's capital plans are under continuous review, and, depending
on market, operational, liquidity and other factors, the Company may elect to
adjust the design, timing and budgeted expenditures of its capital plans and
will likely reduce its budgeted capital expenditures for fiscal year 2001. There
can be no assurance that the projected benefits of capital projects will be
fully achieved, sufficient product demand will exist for any additional
throughput capacity, or that the planned capital projects can be completed in a
timely manner or for the amounts budgeted. Notwithstanding the completion of
many capital projects, management believes that additional capital projects will
be critical to the Company's long-term ability to compete and maintain existing
operations.
PRODUCTS
The Company's principal steel products are coiled and flat plate,
hot-rolled sheet, pipe and slabs. The Company's 132-inch combination continuous
rolling mill has the flexibility to roll either sheet or plate in response to
customer demands and changing market conditions. This flexibility maximizes the
utilization of the Company's facilities. Generally, the Company manufactures
products in response to specific customer orders. Consistent with the Company's
strategic objectives, plate as a percentage of shipments through 1999 has
increased as the modernization program has been completed and various upgrades
to plate processing and finishing equipment have been integrated into the
production process. The Company's product sales mix (including secondary
products) in tons shipped for fiscal years 1996 through 2000 is shown below
(tons in thousands):
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1996 1997 1998 1999 2000
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Cut-to-Length Plate 836 881 1,189 591 568
Sheet 720 720 425 306 992
Pipe 112 169 178 94 160
Slab 477 365 211 109 192
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Total 2,145 2,135 2,003 1,100 1,912
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Coiled and Flat Plate. The Company produces plate products which consist
of hot rolled carbon and high-strength low alloy steel plate in coil form,
cut-to-length from coil and flat rolled in widths varying from 42 to 122 inches
and in thicknesses varying from .1875 to 3.5 of an inch. Coiled plate can be
used for such applications as spiral-welded pipe, electric resistance welded
pipe and steel tubing. Coiled plate, once cut-to-length, and flat plate can be
used for heavy steel structures such as storage tanks, railroad cars, ships,
barges, and bridges.
Sheet. The Company produces hot-rolled sheet steel which is sold in
sheet or coil form in thicknesses of .083 to .187 of an inch and widths of 40 to
74 inches. Maximum widths vary according to thickness. Included in the sheet
products made by the Company are cut-to-length sheet and hot-rolled bands. Sheet
is used in a variety of applications such as storage tanks, light structural
components and supports, trailers, and welded tubing.
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Pipe. The Company produces electric resistance welded pipe ranging from
approximately 8 to 16 inches in diameter. Electric resistance welded pipe is
manufactured by heating and fusing the edges of the steel coil to form the pipe.
The Company's electric resistance welded pipe is used primarily in pipelines,
including natural gas and oil transmission and distribution systems, and in
standard and structural pipe applications.
Slab and Non-Steel. The Company sells steel slabs as a means of
maximizing production through the continuous caster. The Company also sells
various by-products resulting from its steelmaking activities.
MARKETING; PRINCIPAL CUSTOMERS
The Company has historically sold its plate and sheet products primarily
to steel service centers and distributors, which in recent years have become one
of the largest customer groups in the domestic steel industry. Service centers
and distributors accounted for approximately 65% of the Company's finished
product sales (excluding slabs) during fiscal year 2000. The Company also sells
its products to steel processors and various end-users, including manufacturers
of welded tubing, highway guardrail, storage tanks, railcars, barges and
agricultural and industrial equipment. The Company has developed a broad
customer base of approximately 450 customers in 40 states, Canada and Mexico.
The Company sells its pipe to end-users and distributors primarily in
the western and central United States, where prices and demand for pipe
fluctuate with oil and gas industry cycles, import levels and other factors.
The Company also occasionally sells its products in the export market.
Export sales, which generally have lower margins than domestic sales, accounted
for approximately 2.6%, 0.4%, and 1.2% of its net sales during fiscal years
1998, 1999, and 2000, respectively.
The Company's principal marketing efforts are in the western and central
United States. The Company believes that it holds a significant share of the
plate, hot-rolled sheet and pipe markets in the Western states. The Company has
focused, and will in the future continue to focus, on selectively expanding its
share of the market in other areas of the United States.
The Company has contracted with several processors to which coiled plate
can be shipped for processing into sheared plate. Through these arrangements,
the Company has significantly increased its capacity to produce and sell sheared
plate made from coils.
In March 2000, the Company entered into an agreement with Mannesmann
Pipe and Steel ("Mannesmann") to terminate its existing sales representation
agreement. Prior to termination, Mannesmann sold the Company's products to end
customers at the same sales price Mannesmann paid the Company, plus a variable
commission. Mannesmann paid the Company in approximately three days. In
addition, the agreement required Mannesmann to purchase and pay for the
Company's finished goods inventory as soon as it was assigned to or was
otherwise identified with a particular order. The Company was responsible for
customer credit and product quality for all steel sold through Mannesmann. The
arrangement with Mannesmann was terminated beginning July 1, 2000, with a 180
day phase out of its liquidity arrangement with Mannesmann. The Company
estimates that termination of the liquidity arrangement reduced the liquidity
otherwise available to the Company by approximately $12 million.
On February 1, 1999, the Company installed an enterprise-wide business
system that is designed to enhance customer service by increasing on-time
deliveries through a sophisticated system that will track inventory and
determine the most cost-efficient mode of transportation to the customer. The
Company has also made several organizational changes designed to improve product
distribution and on-time delivery.
The Company generally produces steel products in response to specific
orders. As of December 31, 2000, the Company had estimated total orders on hand
for approximately 52,000 tons compared to approximately 166,800 tons as of
December 31, 1999. See "Competition and Other Market Factors."
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EMPLOYEES; LABOR AGREEMENT
As of November 30, 2000, the Company's workforce included approximately
1,800 full-time permanent employees, of whom approximately 16% were salaried and
approximately 84% were hourly. Its operating management personnel generally have
considerable experience in the steel industry; almost half have more than 27
years of industry experience, with most of the remaining managers ranging in
experience from 12 to 20 years. The Company's senior operating managers have an
average of approximately 25 years of industry experience.
The Company has made significant progress in implementing its strategy
to reduce its employment costs through process redesign, workplace
restructuring, modernization and severance incentives. Since December 1997, the
Company's executive, administrative and operating staff has been reduced from
473 to 292. During the same period, the Company has also reduced its hourly
workforce by 30% to 1,510 employees.
Substantially all of the Company's hourly employees are represented by
the United Steelworkers of America under a collective bargaining agreement. In
April 1998, the Company reached a three-year agreement with the union. The
negotiations were completed without any work interruptions or labor disruption.
In fact, the hourly workforce set several production records during the pendency
of the negotiations. The Company believes that its union contract is an
important competitive advantage. Although the wage rates under the union
contract are high by local standards and comparable to regional competitors, the
total hourly labor costs are currently below recent industry averages compiled
by the American Iron and Steel Institute. Unlike labor agreements negotiated by
many other domestic integrated steel producers, the Company's union contract
does not contain many traditional work rules, significantly limits the Company's
defined benefit pension obligations, and entitles the Company to reduce its
profit sharing obligations by an annual amount equal to a portion of its capital
expenditures. The Company did not assume any pension obligations or retiree
medical obligations owed its employees by USX Corporation and has only limited
defined benefit pension obligations under the union contract.
As part of the Company's labor agreement, the Company and the union
reached several new understandings intended to create a cooperative partnership.
The objectives of the partnership include, among others: (i) improving
productivity, quality, and customer service; (ii) expanding employee involvement
in decision making; and (iii) creating a better work environment.
The Company's union contract expires in accordance with its terms in
April 2001. In late 1999, the Company participated in informal discussions with
the union regarding a possible extension of the union contract, but was unable
to reach agreement on terms and conditions for such an extension. Several issues
could not be resolved at that time in a manner acceptable to the parties. The
Company intends to commence formal discussions with the union in advance of the
current expiration date of the union contract. There can be no assurance,
however, that a new labor agreement satisfactory to the Company can be reached.
The Company's operations and future profitability will be adversely affected to
the extent that it is unable to reach a new labor agreement with the union on
terms and conditions satisfactory to the Company.
RAW MATERIALS AND RELATED SERVICES
The Company is located near major deposits of several of the principal
raw materials used to make steel, including iron ore, high volatile coal,
limestone and natural gas. The Company believes that, in certain instances, this
proximity, together with the Company's importance as a customer to suppliers of
these materials, enhances its ability to obtain competitive terms for these raw
materials. As the Company evaluates emerging technologies for the production of
iron and steel, it focuses on those technologies that will facilitate increased
utilization of resources available in the western United States.
Iron Ore. The Company's steelmaking process can use both raw iron ore
and iron ore pellets. In recent years, the Company has used iron ore pellets
exclusively in an effort to maximize the operating efficiency of its blast
furnaces. The Company has historically purchased iron ore pellets primarily from
USX Corporation. The Company's long-term pellet agreement with USX Corporation
expired on December 31, 1999. The Company has since entered into a one-year
pellet supply contract with USX Corporation that expires on March 31, 2001, but
contains provisions for extensions of the term of the contract. Management
believes that the Company will be able to complete a longer-term pellet supply
contract with either USX Corporation or a substitute vendor prior to expiration
of its existing one-year contract with
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USX Corporation. However, there can be no assurance that such a contract can be
completed or that USX Corporation will continue to supply pellets to the
Company. If the Company's pellet supply were disrupted, the Company's operating
results would be adversely affected.
The Company currently has iron ore deposits at mines in southern Utah.
When used, the ore has been mined by an independent contractor under claims
owned by the Company and transported by rail to the steel mill. The Company
expects future costs of recovery of ore to increase gradually as the open
reserves are depleted. Because the use of lump ore adversely affects blast
furnace productivity and increases energy costs, the Company has for several
years elected to use pellets instead of lump ore in the blast furnaces. This
practice will likely continue until new ironmaking technologies can be
implemented at the Company.
Coal and Coke. The coke batteries operated by the Company require a
blend of various grades of metallurgical coal. The Company currently obtains
high volatile coal from a mine in western Colorado operated by Oxbow Carbon and
Minerals, Inc. ("Oxbow") under a contract that expires in March 2004. The
Company also purchases various grades of coal under short-term contracts from
sources in the eastern United States and Canada. Although the Company believes
that such coal is available from several alternative eastern suppliers, the
Company is subject to price volatility resulting from fluctuations in the spot
market. There can be no assurance that the Company's blend of coal will not
change or that its overall cost of coal will not increase.
At times of full production, the Company purchases imported coke because
the Company's coke ovens, which were build in 1944 and are declining in
productive capacity as a result of age, cannot produce all of the Company's
metallurgical coke requirements. The ability of other domestic integrated steel
mills to produce coke is also generally decreasing, thereby increasing the
demand and the price for purchased coke in the United States at times of strong
steel demand. The Company has purchased coke from sources originating in Japan
and China. As the Company's consumption of purchased coke increases, the
Company's average cost of coke also increases.
Energy. The Company's steel operations consume large amounts of
industrial gases, electricity and natural gas. The Company purchases oxygen,
nitrogen, and argon from three facilities located on the Company's premises. Two
of the facilities are operated by Air Liquide America Corporation ("Air
Liquide") and the third by Praxair, Inc. ("Praxair"). These facilities are
capable of providing approximately 275, 800 and 550 tons of oxygen per day under
contracts which expire in 2002, 2012, and 2006, respectively.
The Company generates a portion of its electrical requirements using a
50 megawatt rated generator located at the steel mill and currently purchases
its remaining electrical requirements from Scottish Power under a 110 to 150
megawatt interruptible power contract expiring in February 2002. The contract
provides for fixed annual price increases through the remainder of its term.
Natural gas is purchased at the wellhead in the Rocky Mountain region
and is transported to the steel mill by pipeline utilizing firm and
interruptible transportation contracts. The Rocky Mountain region has
substantial natural gas reserves. Given the Company's recent credit and
liquidity situation, the Company has not been able to enter into hedging
agreements for natural gas, and therefore the Company currently buys natural gas
at spot market prices. Natural gas prices are often volatile and are currently
at very high levels.
Other. The Company's mill can be directly served by both the Burlington
Northern Santa Fe Railroad and the Union Pacific Railroad Company ("UP").
Subsequent to the merger of the UP and Southern Pacific Transportation Company,
the Company negotiated a long-term transportation contract with the UP covering
a large portion of the Company's rail transportation needs and intended to
provide a competitive rate structure.
The Company uses scrap metal obtained from its own operations and
external sources in its steelmaking process. As the Company increases its
production volume and improves yields, management anticipates that increased
amounts of scrap will be purchased.
The cost of the Company's raw materials, particularly energy, has been
susceptible in the past to fluctuations in price and availability and is
expected to increase over time. Worldwide competition in the steel industry has
frequently limited the ability of steel producers to raise finished product
prices to recover higher raw material costs. The
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Company's future profitability will be adversely affected to the extent it is
unable to pass on higher raw material costs to its customers or is limited in
its access to such materials.
COMPETITION AND OTHER MARKET FACTORS
The Company faces intense competition from both domestic and foreign
producers on the basis of price, proximity to market, quality, and service.
Furthermore, both the steel industry generally and the Company specifically face
increasing competition from producers of alternative materials such as aluminum,
composites, plastics, and concrete.
The steel industry is cyclical in nature and highly competitive, with
overall domestic throughput capacity and competition increasing due primarily to
the construction of mini-mills and improvements in production efficiencies at
existing mills. Mini-mills primarily use ferrous scrap metal as a metallic input
and tend to serve regional markets. A number of mini-mills produce plate, coil
and pipe products that compete directly with the Company's products. A few
domestic mini-mills have been completed that produce wide plate in coil form,
thereby competing with those products produced by the Company. In addition,
other mini-mills may be constructed. The Company's operations, like those of
other steel producers, are highly sensitive to price and production volume
changes. Consequently, downward movements in price and upward movements in
production volume by competitors have had, and will continue to have, an adverse
effect on the Company's results of operations.
The Company's competition in flat-rolled products can generally be
divided into five categories: (i) a converter of slabs located in the western
market; (ii) a mini-mill located in the western market; (iii) domestic
integrated mills located outside the western market; (iv) mini-mills located
outside the western market; and (v) imports. Many of the Company's competitors
are larger than the Company and/or have greater capital resources.
The converter (purchaser of slabs that converts slabs to finished
products) in the western market is California Steel Industries, located in
Fontana, California. California Steel Industries produces galvanized, cold
rolled, and hot rolled bands, as well as tubular products and a limited range of
strip mill plate. California Steel Industries mill can produce approximately 1.7
million tons of finished products annually. California Steel Industries competes
directly with the Company in hot rolled bands, tubular products and strip mill
plate.
Oregon Steel, located in Portland, Oregon, is a mini-mill located in the
western market. Oregon Steel produces flat plate, specialty plate, hot rolled
bands and tubular products. Oregon Steel competes directly with the Company in
plate products and to a lesser extent in hot rolled bands. Oregon Steel's mill
recently underwent a major modernization to increase rolling range and capacity.
The mill is capable of rolling approximately 1.2 million finished tons annually.
Integrated steel mills located outside the western market are primarily
midwestern mills owned by large domestic steel companies (e.g., USX Corporation
and Bethlehem Steel Corporation) which are high volume producers of hot rolled
bands, plate, and sheet products such as galvanized and cold rolled steel. These
mills compete with the Company in the west to the extent that they can offer
steel products at competitive prices and are direct competitors in the
midwestern and eastern regions.
Several mini-mills located outside the western market, including
Nucor-Hickman, Gallatin and IPSCO, Inc., compete directly with the Company for
sales of hot-rolled bands (e.g., Nucor and Gallatin) or coiled and cut-to-length
carbon plate (e.g., IPSCO). IPSCO, located in Montpelier, Iowa, competes
directly with the Company in plate products primarily in the midwestern and
southwestern markets. The IPSCO mill is capable of producing over one million
tons annually of plate products in cut-to-length or coil form.
In June of 1998, Nucor announced plans to build a plate mill in Hertford
County, North Carolina. This mill will have an annual capacity of approximately
1.0 million tons. The Hertford mill will produce plate from .375 to 2.0 inches
in thickness and up to 120 inches in width. The mill is in the initial start-up
phase.
IPSCO has built a mini-mill in Mobile County, Alabama, which produces
coiled plate from .090 to .750 inches in thickness and up to 96 inches in width,
along with discrete plate from .187 to 2.0 inches in thickness and up to 120
inches in width. Planned capacity is 1.3 million tons annually. IPSCO has stated
in the trade press that its new mill will be operational in early 2001.
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The Company also competes against several domestic producers of tubular
products located throughout the U.S., including in the west.
Foreign competition is a significant factor in the steel industry and
has adversely affected product prices in the U.S. and tonnage sold by domestic
producers. The intensity of foreign competition is significantly affected by
fluctuations in the value of the U.S. dollar against other currencies, the level
of demand for steel in the U.S. economy relative to steel demand in foreign
economies, the effect of trade cases, and world economic conditions generally.
The U.S. is one of the most open steel markets in the world, and even the
existing minimal customs duties on steel products will be eliminated by January
1, 2004. Most foreign markets are less open than the U.S. market, allowing
foreign producers to maintain higher prices in their own markets while dumping
excess production at lower prices into the U.S. market. In addition, certain
foreign steel producers are controlled or subsidized by foreign governments
whose decisions concerning production and exports may be influenced in part by
political and social policy considerations as well as by prevailing market
conditions and profit opportunities. The Company competes in all its product
lines against foreign producers located throughout the world.
Historically, foreign steel producers have often engaged in extremely
aggressive, and often illegal, pricing policies. Foreign dumping and subsidies
have been chronic problems in the U.S. steel industry, resulting in numerous
rounds of trade cases.
In 1993, antidumping orders were imposed against carbon steel plate from
Taiwan and cut-to-length carbon steel plate from Belgium, Brazil, Canada,
Finland, Germany, Mexico, Poland, Romania, Spain, Sweden, and the United
Kingdom. These cases recently underwent full sunset reviews at the U.S.
International Trade Commission (ITC), and in November 2000, the ITC continued
all cases except Canada for an additional five years.
In 1996, actions by steel producers in Russia, Ukraine, South Africa and
China prompted the Company and another domestic producer to file anti-dumping
actions with the U.S. Department of Commerce (DOC) and the ITC against those
nations. Those actions charged that steel plate was being dumped into the U.S.
market. In December 1997, those cases successfully resulted in suspension
agreements on steel plate imported into the U.S. from certain of those
countries, which reduced imports from those countries by approximately 70% and
imposed minimum price floors. These agreements will remain in effect until 2002
when they will be subject to sunset review.
On September 30, 1998, the Company and eleven other domestic steel
producers filed anti-dumping actions against hot-rolled coiled steel imports
from Russia, Japan and Brazil. The group also filed a subsidy (countervailing
duty) case against Brazil. All cases described in this paragraph are referred to
as the "Coiled Product Cases."
In April 1999, the DOC issued a final determination that imports of
hot-rolled coiled sheet from Japan were dumped at margins ranging from 17% to
65%. In June 1999, the ITC reached an unanimous 6-0 final determination that
imports of hot-rolled sheet from Japan caused injury to the U.S. industry. As a
result, an antidumping order was issued against imports from Japan that will
last for a minimum duration of five years. During that time, the amount of
antidumping duties due from U.S. importers of such products can vary based upon
the results of annual administrative reviews. The Company believes that the
imposition of these antidumping duties will substantially eliminate hot-rolled
sheet imports from Japan, which totaled 2.7 million tons in 1998.
In July 1999, the DOC simultaneously issued both suspension agreements
and final antidumping duty determinations as to imports of hot-rolled sheet from
Brazil and Russia, and a suspension agreement and final countervailing duty
determination as to imports of hot-rolled sheet from Brazil. Suspension
agreements generally impose price and/or quantity restrictions on imports from
the subject country for the purpose of removing the injurious impact of dumping
and/or subsidies. These agreements are entered in lieu of potentially imposing
antidumping or countervailing duties. If a suspension agreement is violated,
final antidumping or countervailing duties supported by a final affirmative
injury determination are immediately imposed.
The Brazilian countervailing duty suspension agreement provides for a
quantitative limitation of no more than 290,000 metric tons annually of
hot-rolled sheet from Brazil, and the Brazilian antidumping suspension agreement
provides that Brazilian hot-rolled sheet can be sold at prices no lower during
the five-year period than a reference price
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of $327 a metric ton, ex-dock duty paid, in the U.S. market. Because the
reference price was above then current domestic prices, the agreement provided
that this price would increase as domestic prices increased above $344 per
metric ton. Given that the agreement protected the U.S. industry from the
devaluation of the Brazilian currency during the five years of the agreement,
the Company and certain other petitioners supported the suspension agreement.
Also, the DOC announced countervailing duties of approximately 7% and
antidumping duties of approximately 40% as to imports from Brazil. The ITC made
a final affirmative injury determination in August 1999. Therefore, if Brazilian
producers violate the suspension agreements, these duty amounts would be
immediately imposed.
The suspension agreement on hot-rolled sheet from Russia provided for no
shipments for the remainder of 1999, 325,000 metric tons for 2000, 500,000
metric tons for 2001, 675,000 metric tons for 2002, and 725,000 metric tons for
2003. It also set a minimum export price of $255 per metric ton F.O.B. Russia,
which is subject to quarterly changes based on a formula relating to other
import prices. All petitioners objected to the Russian suspension agreement
because it permitted the continued importation of dumped steel from Russia.
However, the quantitative restrictions represent a significant decrease from the
3.8 million tons of hot-rolled sheet imports from Russia in 1998. In addition to
the hot-rolled sheet suspension agreement, the DOC also entered into a general
steel trade agreement with Russia, which provides for reductions in imports of
other flat-rolled steel products. Simultaneously with the announcement of these
agreements, the DOC announced final antidumping duties ranging from 57% to 157%,
and the ITC made a final affirmative injury determination in August 1999.
Therefore, if the hot-rolled sheet suspension agreement with Russia is violated
during the next five years, these duty amounts would be immediately imposed.
The Coiled Product Cases have benefited the Company and the domestic
steel industry. This benefit was, however, significantly thwarted by other
countries that have recently substantially increased exports to the U.S. market.
These increased imports into the U.S. adversely affected hot-rolled sheet prices
and order volumes and have resulted in the recent filing of additional
hot-rolled sheet cases as discussed below.
On February 22, 1999, five domestic steel producers filed anti-dumping
actions against cut-to-length plate imports from the Czech Republic, France,
India, Indonesia, Italy, Macedonia, Japan and South Korea. Also, countervailing
duty cases were filed against France, India, Indonesia, Italy, Macedonia and
South Korea. All cases described in this paragraph are referred to as the
"Cut-to-length Plate Cases." In April 1999, the ITC made a unanimous affirmative
preliminary injury determination with respect to all the respondent countries
except the Czech Republic and Macedonia, which were dismissed from the cases.
The DOC issued final margin determinations on December 13, 1999, ranging from 0%
to 72%. On January 19, 2000, the ITC issued a final affirmative injury
determination. Consequently, antidumping duties have been imposed. The
imposition of antidumping and countervailing duties has significantly reduced
imports from these six countries.
On June 30, 1999, the Company and seven other petitioners filed for
Section 201 relief from welded line pipe imports, referred to as the Section 201
Case. Unlike conventional antidumping and countervailing duty cases, the relief
granted in a Section 201 case can apply to imports from all sources, rather than
only against countries named as respondents. In order for relief to be granted,
the ITC must make an affirmative injury determination, after which a remedy is
recommended by the ITC to the President. The President has the discretion to
accept the ITC's recommendation or take other action, if any. The ITC made an
affirmative injury determination by a margin of 5-1, and a remedy hearing was
held on November 10, 1999. The ITC subsequently recommended to the President
that imports be reduced by approximately 45% from 1998 levels. President
Clinton, effective March 1, 2000, instead adopted a remedy that provides that
imports to the U.S. of the subject product from any country (except Mexico and
Canada) in excess of 9,000 tons in any year will be subject to duties of 19%,
15%, and 11%, for the years 2000, 2001 and 2002, respectively. Since the
imposition of relief, imports in 2000 have been approximately 50% of 1998
levels. The 201 relief has benefited the Company allowing it to increase
production and margins on line pipe sales.
On November 13, 2000, several U.S. steel producers filed antidumping
cases against imports of hot-rolled sheet (which includes coiled plate) from
eleven countries: Argentina, China, India, Indonesia, Kazakhstan, Netherlands,
Romania, South Africa, Taiwan, Thailand and Ukraine. Countervailing duty
(subsidy) cases were also filed against imports from Argentina, India,
Indonesia, South Africa and Thailand. The International Trade Commission made
unanimous affirmative preliminary determinations of a reasonable indication of
injury on December 28, 2000. Petitioners intend to file critical circumstance
allegations if imports from the respondent countries surge, which could result
in the imposition of duties as early as the beginning of January 2001. The
Company expects that these cases will
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ultimately have a significant beneficial effect on the market, although there
can be no assurance as to the outcome or effect.
The Company continues to monitor imports and may file additional trade
cases or take other trade action in the future. Existing trade laws and
regulations may, however, be inadequate to prevent the adverse impact of dumped
and/or subsidized steel imports. Moreover, the preparation and prosecution of
trade cases requires several months during which the Company and other domestic
producers must continue to suffer the adverse impact of unfairly traded imports.
There is no guarantee that domestic markets will not in the future be flooded
illegally with foreign imports of products in competition with the Company's
products. While the Company intends to oppose all such imports vigorously, there
is no guarantee that it will be successful. Consequently, such imports could
pose continuing problems for the domestic steel industry and the Company.
ENVIRONMENTAL MATTERS
Compliance with environmental laws and regulations is a significant
factor in the Company's business. The Company is subject to federal, state and
local environmental laws and regulations concerning, among other things, air
emissions, wastewater discharge, and solid and hazardous waste disposal.
The Company has incurred substantial capital expenditures for
environmental control facilities, including the Q-BOP furnaces, the wastewater
treatment facility, the benzene mitigation equipment, the coke oven gas
desulfurization facility and other projects. The Company has budgeted a total of
approximately $8.4 million for environmental capital improvements in fiscal
years 2001 and 2002. Environmental legislation and regulations have changed
rapidly in recent years and it is likely that the Company will be subject to
increasingly stringent environmental standards in the future. Although the
Company has budgeted capital expenditures for environmental matters, it is not
possible at this time to predict the amount of capital expenditures that may
ultimately be required to comply with all environmental laws and regulations.
The Company accrues for losses associated with environmental remediation
obligations when such losses are probable and the amount of associated costs is
reasonably determinable. Accruals for estimated losses from environmental
remediation obligations generally are recognized no later than completion of the
engineering or feasibility study or the commitment to a formal plan of action.
These accruals may be adjusted as further information becomes available or
circumstances change. If recoveries of remediation costs from third parties are
probable, a receivable is recorded. As of September 30, 2000, the Company
determined that there were no environmental compliance or remediation
obligations requiring accruals in the financial statements.
Under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), the U.S. Environmental Protection
Agency and the states have authority to impose liability on waste generators,
site owners and operators and others regardless of fault or the legality of the
original disposal activity. Other environmental laws and regulations may also
impose liability on the Company for conditions existing prior to the Company's
acquisition of the steel mill.
At the time of the Company's acquisition of the steel mill, the Company
and USX identified certain hazardous and solid waste sites and other
environmental conditions which existed prior to the acquisition. USX has agreed
to indemnify the Company (subject to the sharing arrangements described below)
for any fines, penalties, costs (including costs of clean-up, required studies,
and reasonable attorneys' fees), or other liabilities for which the Company
becomes liable due to any environmental condition existing on the Company's real
property as of the acquisition date that is determined to be in violation of any
environmental law, is otherwise required by applicable judicial or
administrative action, or is determined to trigger civil liability (the
"Pre-existing Environmental Liabilities"). The Company has provided a similar
indemnity (but without the sharing arrangement described below) to USX for
conditions that may arise after the acquisition. Although the Company has not
completed a comprehensive analysis of the extent of the Pre-existing
Environmental Liabilities, such liabilities could be material.
Under the acquisition agreement between the two parties, the Company and
USX agreed to share on an equal basis the first $20 million of costs incurred by
either party to satisfy any government demand for studies, closure, monitoring,
or remediation at specified waste sites or facilities or for other claims under
CERCLA or the Resource Conservation and Recovery Act. The Company is not
obligated to contribute more than $10 million for the clean-up
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of wastes generated prior to the acquisition. The Company believes that it has
paid the full $10 million necessary to satisfy its obligations under the
cost-sharing arrangement. USX has advised the Company, however, of its position
that a portion of the amount paid by the Company may not be properly credited
against Geneva's obligations. Although the Company believes that USX's position
is without merit, there can be no assurance that this matter will be resolved
without litigation. The Company and USX have similarly had several disagreements
regarding the scope and actual application of USX's indemnification obligations.
The Company's ability to obtain indemnification from USX in the future will
depend on factors which may be beyond the Company's control and may be subject
to litigation.
The Company's used oil reclamation system has recently come under
scrutiny by the Utah Division of Solid and Hazardous Waste ("UDSHW") and the
U.S. Environmental Protection Agency ("EPA") for certain alleged violations of
Utah's used oil regulations. These assertions are contained in a UDSHW letter
addressed to the Company and supported by an attached EPA opinion letter
addressed to UDSHW. In a separate assertion, the EPA has also indicated that the
Company may be in violation of the Oil Pollution Act of 1990. The Company
believes that its longstanding used oil reclamation process qualifies for
pertinent regulatory exemptions and intends to vigorously contest any asserted
liability by either agency. Neither agency has yet issued a Notice of Violation,
but the state of Utah has indicated its intention to do so. Potential penalties
could be significant; nevertheless, UDSHW staff have indicated that the agency
is not particularly interested in collecting a large fine but would prefer to
work with the Company to upgrade the used oil system. The Company has expressed
a willingness to work with UDSHW towards such a goal. Negotiations are ongoing.
The State can impose civil penalties of up to $10,000 per day, and the Federal
Government can impose penalties up to $25,000 per day if it is not satisfied
with the State's handling of the matter.
OTHER MATTERS
In September 2000, Utah OSHA began an audit at the Company's plant,
which has been completed. The Company has not received the report, but
understands that the inspector will recommend some violations. Utah OSHA is also
investigating the death of an employee that occurred in the Blast Furnace area
when steel pellets were released into a rail car in which he was working. A
final report or citation has not been issued and is not expected until early
2001. Because of the preliminary nature of these proceedings, the likely outcome
of these matters cannot be assessed with any certainty.
EVENTS LEADING UP TO THE BANKRUPTCY FILING
As a result of debt incurred primarily to finance Old Geneva's
modernization program, Old Geneva's balance sheet was highly leveraged in the
spring of 1998, when the surge in imported steel products, discussed below,
began. Old Geneva had issued $325.0 million in senior notes primarily to finance
its modernization and at September 30, 1998, had $60.8 million in outstanding
borrowings under its existing line of credit, resulting in annual interest
expense of approximately $42.5 million. In addition, at September 30, 1998, Old
Geneva had $56.9 million in redeemable preferred stock outstanding, with an
additional $25.3 million in accrued and unpaid dividends. Old Geneva's highly
leveraged balance sheet limited its financial flexibility and made it vulnerable
to market disruptions.
COLLAPSE OF THE U.S. STEEL MARKET
In March 1998, Old Geneva completed the modernization program it had
begun in 1989. During the second fiscal quarter, which started before the
modernization program was even complete, Old Geneva set production records in
virtually all areas. The second and third fiscal quarters of 1998 were both
profitable.
In addition to achieving relatively positive sales and production
performance, Old Geneva, in April 1998, entered into an advantageous three-year
contract with the union representing its employees. Old Geneva had also embarked
upon a streamlining process, whereby the number of administrative, executive,
and managerial personnel were reduced without a corresponding decrease in
efficiency.
Historically, flat and coiled plate imports had represented
approximately 16% to 25% of total U.S. consumption. Beginning in 1998, however,
the U.S. steel industry experienced an unprecedented surge in imports. During
the surge, up to 40% of domestic plate consumption was supplied by imports.
Imports similarly increased in each of Old Geneva's other product lines, and
significant unsold inventories were created. The surge in imports from various
Asian, South American, and Eastern European countries was, at least partially,
the result of depressed economies and reduced steel
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consumption in those regions, causing foreign steel producers to increase
dramatically exports to the U.S. Many of these foreign producers sold products
into the U.S. market at illegally dumped prices.
While a previous import surge in 1996 primarily involved only flat
plate, the 1998 surge included all of Old Geneva's products. As a result, during
fiscal 1998 and early fiscal 1999, Old Geneva's product prices and order entry
rates fell dramatically. From January 1, 1998 to February 1, 1999, overall price
realization for plate, pipe, and coil declined by $94, $95, and $92 per ton,
respectively. Even without the simultaneous reduction in volume, the peak
decline in pricing alone would have resulted in an annualized margin loss of
over $200 million. Old Geneva was forced to reduce production by approximately
50%, resulting in margin losses, higher costs per ton, and production
inefficiencies. During the year ended September 30, 1999, Old Geneva's total
shipments were approximately 1.1 million tons, as compared to 2.0 million tons
for the previous year. The combined impact of the pricing and volume declines
resulted in a significant reduction in operating results and cash flows.
The impact of the surge of cheap imports was felt not only by Old
Geneva, but by all U.S. steel producers, resulting in substantial financial
losses. A few other U.S. steel producers also filed for Chapter 11 bankruptcy
protection.
OPERATING LOSSES AND LOSS OF LIQUIDITY
As a consequence of record-high levels of low-priced steel imports and
the resultant deteriorating market conditions, Old Geneva's overall price
realization and shipments declined precipitously. Old Geneva responded by
significantly decreasing production and reducing costs. Nevertheless, due to
high fixed costs, Old Geneva was not able to decrease costs sufficiently to
reflect the total amount of decreased production. As a consequence, Old Geneva
experienced significant negative cash flows.
To preserve liquidity, Old Geneva elected not to make a $9.0 million
interest payment due in January 1999 under the terms of Old Geneva's 9.5% senior
notes. Even so, by February 1, 1999, Old Geneva had minimal cash and borrowing
ability under its existing revolving credit facility. Consequently, Old Geneva
could not be assured that it would have sufficient working capital to continue
operations. Without filing bankruptcy, Old Geneva was prohibited by the terms of
its senior indebtedness from pledging any of its fixed assets to obtain
additional financing. To continue to finance its operations, Old Geneva was thus
forced to seek protection under Chapter 11. Subsequent to filing its petition on
February 1, 1999, Old Geneva was able to obtain from Congress Financial
Corporation a debtor-in-possession revolving credit facility secured by, among
other things, accounts receivable inventory and substantially all the fixed
assets of Old Geneva. Because the Congress financial revolving credit facility
included Old Geneva's fixed assets in the borrowing base, it provided sufficient
additional liquidity to allow Old Geneva to continue operations. The Congress
financial revolving credit facility was paid off in full on the effective date
of the bankruptcy plan with proceeds from the Term Loan.
POSTPONEMENT OF CAPITAL EXPENDITURES
Old Geneva has previously made significant capital expenditures to
maintain and modernize facilities, increase manufacturing capacity, improve
operating efficiencies, quality, and maintain environmental compliance
Nevertheless, Old Geneva's cash constraints dictated that significant capital
projects be postponed. For example, Old Geneva's capital expenditures for the
fiscal years 1999 and 2000 were $8.0 million and $13.0 million, respectively,
compared to $47.7 million and $10.9 million in fiscal years 1997 and 1998,
respectively. Deferral of these projects has had, and will continue to have, a
negative effect on the Company's operations and its ability to remain
competitive. The Company will be required to expend significant additional
amounts for capital maintenance and capital projects in future years, including
for recently deferred projects.
MAJOR EVENTS APPROVED BY THE BANKRUPTCY COURT
Subsequent to the filing of the bankruptcy case on February 1, 1999, Old
Geneva was required to seek approval of the bankruptcy court for decisions
regarding the continued operations of Old Geneva. The following summarizes the
major matters approved during the bankruptcy case.
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RETENTION PROGRAM
To encourage certain key employees to remain with the Company during the
reorganization process and after emergence from bankruptcy, Old Geneva proposed,
and the bankruptcy court approved, a retention program. Under the retention
program, six executives and thirty managers became entitled to emergence
bonuses. On the date the bankruptcy plan was consummated, each participating
manager is entitled to receive a cash emergence bonus of 25% of the manager's
annual salary. Each executive is entitled to receive an emergence bonus of 50%
of such executive's annual salary, half of which will be paid in cash subsequent
to consummation of the bankruptcy plan and half will be paid in new common stock
of the Company, approximately 30 business days after the consummation of the
bankruptcy plan. Mr. Cannon's 50% bonus will be paid entirely in new common
stock. The number of shares to be issued will be determined based on the trading
price of the common stock of the Company subsequent to the consummation of the
reorganization plan. In addition to an emergence bonus, each of the six
executives were entitled to a severance payment equal to 50% of his annual
salary if terminated other than for cause prior to substantial consummation of
the bankruptcy plan and is entitled to 75% of his annual salary if terminated
other than for cause within 90 days after substantial consummation of the
bankruptcy plan (subject to a deduction equal to any amount paid as an emergence
bonus).
SALE OF THE LARGE DIAMETER PIPE FACILITY
At the outset of the bankruptcy case, Old Geneva owned a large diameter
pipe mill and related equipment located on its facilities in Vineyard, Utah. The
pipe mill equipment had not been operated for many years. Old Geneva had
considered upgrading and restarting the pipe mill equipment. In light of its
liquidity needs, Old Geneva sold the pipe mill equipment in fiscal 1999 to
Mitsubishi International Corporation for a purchase price of approximately $4.6
million.
SALE OF KEIGLEY QUARRY
At the outset of the bankruptcy case, Old Geneva owned a limestone
quarry known as the Keigley quarry from which Old Geneva obtained limestone for
iron making. Due to liquidity needs, Old Geneva elected to sell the quarry for
$10.0 million. Concurrent with the sale of the quarry, Old Geneva entered into a
long-term purchase agreement with the buyer to purchase the necessary quantities
of limestone for Old Geneva's operations.
REJECTION OF CUPOLA LEASE
Pursuant to a Facility and Site Lease dated May 18, 1995, with GATX,
referred to as the Cupola Lease, Old Geneva leased a plasma-fired cupola
facility. The cupola was intended to supplement Old Geneva's blast furnaces by
producing liquid iron through melting scrap metal or other metallic inputs. Old
Geneva was unable to develop a cost-effective means of incorporating the cupola
into its operations. In an effort to reduce its expenses, Old Geneva elected to
reject the Cupola Lease. Prior to the rejection of the Cupola Lease, GATX filed
a proof of claim in the amount of nearly $44 million, which represented the
gross or undiscounted unpaid rental obligations and other expenses through the
remaining seven years of the Cupola Lease. GATX subsequently filed an amended
claim and motion seeking to compel payment and for an administrative claim in
the amount of approximately $7.2 million and an unsecured claim in the amount of
approximately $30 million. On August 22, and 23, 2000, the bankruptcy court
determined that, even if GATX had an administrative claim, it had been paid in
full and that GATX's allowed unsecured claim is approximately $24.2 million.
GATX has filed a timely appeal of the decision.
PRE-BANKRUPTCY CONTRACTS AND LEASES
The bankruptcy court approved the assumption or rejection of a number of
contracts and leases. Leases which Old Geneva elected to continue pursuant to
the bankruptcy plan include: (i) a lease with Hewlett Packard for various
computer equipment; (ii) a lease with Mellon U.S. Leasing for various mobile
equipment; (iii) a lease with Finova Capital Corp. for the 126" cut to length
line; (iv) a retention pond leased from the State of Utah; and (v) various
leases for miscellaneous equipment.
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<PAGE> 17
POST PETITION CONTRACTS AND LEASES
The bankruptcy court approved Old Geneva's post-petition contracts with
the following parties: (i) Congress Financial (debtor-in-possession financing);
(ii) AFCO (secured post-petition insurance premium financing, 1999 and 2000);
(iii) Scottish Power (secured purchase money post-petition financing of Old
Geneva's purchase of substation equipment); (iv) Duke Energy Trading and
Marketing (new master natural gas sales and purchase agreement and release of
claims under former agreement); (v) Mitsubishi International Corporation (sale
of large diameter pipe mill, amendments to purchase agreement, and compromise of
dispute); (vi) Oldcastle, Inc. (sale of Keigley quarry property); (vii) Vineyard
Management Company, Utah Clean Coal Management Company, Air Products and
Chemicals, Inc., Centerior Power Enterprises, Inc., and First Energy Corp.
(consent and transfer agreement related to CPICOR Management); and (viii)
Citicorp USA, Inc., and/or its subsidiaries or affiliates (payment of expenses
and fees in connection with proposed exit financing). The bankruptcy plan did
not modify these contracts.
CERTAIN FACTORS THAT COULD AFFECT THE FUTURE BUSINESS AND OPERATIONS OF THE
COMPANY
An investment in the Company involves a high degree of risk. Prospective
investors should carefully consider the following risk factors, as well as the
other information contained in this report, before investing. The list of
factors set forth below is not exhaustive. Future events and the Company's
actual results could differ materially from the events and results contemplated
by the Company.
NO PRIOR MARKET FOR COMMON STOCK OR CLASS A CONVERTIBLE PREFERRED STOCK
As part of the plan of reorganization of Old Geneva, a newly-created
holding company, Geneva Steel Holdings Corp., issued common stock and, upon
exercise of the rights, will issue Class A Convertible Preferred Stock. Prior to
the consummation of the plan and the rights offering, there was no public market
for either the new common stock or the new Class A Convertible Preferred Stock.
The common stock commenced trading on the Nasdaq National Market System only
after the effective date of the plan of reorganization. There can be no
assurance that an active market will develop or be sustained in the common stock
or that the trading prices to date are indicative of future trading prices.
There currently is no public market for the Class A Convertible
Preferred Stock, and the Company does not expect to be able to list the Class A
Convertible Preferred Stock on the Nasdaq National Market System or any
securities exchange. It is anticipated the Class A Convertible Preferred Stock
will trade on the over-the-counter market, although there can be no assurance
that any market for the Class A Convertible Preferred Stock will develop. To the
extent a market for the Class A Convertible Preferred Stock develops, liquidity
and price will be subject to many factors, including the number of holders,
investor expectations of the Company, and other factors, some of which will be
beyond the Company's control.
VALUATION OF COMMON STOCK AND CLASS A CONVERTIBLE PREFERRED STOCK
The estimated value of the common stock and the Class A Convertible
Preferred Stock for purposes of the bankruptcy plan represented a hypothetical
value reflecting the estimated intrinsic value of the equity of the Company
derived through the application of various valuation techniques. Such analysis
likely does not represent valuation levels that may be achieved in, or assigned
by, the public markets for the common stock or Class A Convertible Preferred
Stock. There can be no assurance that either the common stock or Class A
Convertible Preferred Stock will not trade below the offering price for the
Class A Convertible Preferred Stock.
DIVIDEND PAYMENTS MADE FROM EXPECTED CASH PROCEEDS
The Company will lend substantially all of the net cash proceeds, if
any, from its rights offering of Class A Convertible Preferred Stock to Geneva
Steel LLC, to be used for general corporate purposes. Geneva Steel LLC will pay
the Company interest on such loan. This interest will be the primary, if not
exclusive, source of the cash for dividends to be paid by the Company on the
Class A Convertible Preferred Stock. In the event Geneva Steel LLC fails or is
not permitted under the terms of its Term Loan or revolving loan, or other
applicable legal obligations, to make interest payments on the loan, the Company
will be unable pay cash dividends on the Class A Convertible Preferred Stock.
17
<PAGE> 18
HIGHLY CYCLICAL INDUSTRY
The domestic steel industry and the Company's business are highly
cyclical in nature and are sensitive to general market conditions. Integrated
steel producers like the Company have high fixed costs and need to maintain high
production levels to achieve competitive unit costs. High fixed costs motivate
steel producers to maintain high output levels even in the face of falling
prices, thereby increasing downward pressures on selling prices. This can result
in circumstances in which the costs of goods sold can exceed the revenues of the
Company. The business and profitability of the Company may be adversely affected
by these factors and others in the face of general economic or industry
downturns.
HIGHLY COMPETITIVE INDUSTRY
The domestic and foreign steel industries are characterized by intense
global competition with respect to price, quality, and service. Many of the
Company's competitors in flat-rolled products are larger than the Company and/or
have greater capital resources. The Company also competes against several
domestic producers of tubular products located throughout the U.S. Foreign
competition is a significant factor in the domestic steel market and has
adversely affected the volume and price of the Company's products. The Company
competes in all of its product lines against foreign producers throughout the
world. Foreign competition can be a significant factor, depending upon, among
other things, the level of domestic prices, exchange rates and foreign
subsidies. One of the principal factors leading to the Company filing for
bankruptcy protection was the collapse of the domestic steel market in 1998 and
1999, due to an unprecedented surge of imports. See "Events Leading up to the
Bankruptcy Filing" for a more detailed discussion of domestic and foreign
competitive conditions affecting the Company.
OVERCAPACITY
Overall consumption of steel products in the U.S. steel market has not
kept pace with the growth of the economy as a whole over the past decade. There
still exists significant excess production capacity in the domestic steel market
taking into account current import levels and capacity additions. Overcapacity
intensifies competitive pricing and results in additional pressures on capacity
utilization and profit margins.
CAPITAL REQUIREMENTS
The Company's business is expected to have substantial capital needs,
including future improvements and modernization projects that will require
significant capital expenditures. Several capital projects were deferred prior
to and during the pendency of the bankruptcy proceeding because of the Company's
lack of liquidity. The Company's capital expenditures for the fiscal years 1999
and 2000 were $8.0 million and $13 million, respectively. In fiscal year 2001,
the Company expects to spend over $60.9 million (excluding the approximately
$24.5 needed to complete the walking beam furnace) to modernize or maintain
facilities, increase manufacturing capacity, improve operating efficiencies, and
maintain environmental compliance. The Company believes that such improvements
and modernization projects are necessary to achieve the level of productivity
and quality of its competitors and to maintain its facilities. Deferral of these
projects has had, and will continue to have, a negative effect on the Company's
operations and its ability to remain competitive. There can be no assurance that
the Company in fact will have available cash for capital expenditures or that
the projected benefits of investment in capital actually will be achieved.
PROCEEDS FROM RIGHTS OFFERING
At the time the bankruptcy plan was filed, two of Old Geneva's
pre-petition unsecured creditors had agreed to purchase any Class A Convertible
Preferred Stock not subscribed for in the initial offering. One of the creditors
was released from this obligation in consideration for the creditor's
participation in the term loan and one is in litigation with the Company over
the enforceability of its obligation to back-stop the rights offering.
Accordingly, proceeds from the rights offering will very likely be less, and may
be significantly less, than $25 million. Substantially all of the proceeds from
this offering, if any, will be loaned to Geneva Steel LLC and used for general
corporate purposes, which may include additional capital expenditures such as
construction of the walking beam furnace.
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<PAGE> 19
AVAILABILITY AND COST OF RAW MATERIALS
The Company's operations require substantial amounts of raw materials,
including iron ore, iron ore pellets, coal, coke, limestone, oxygen, and
particularly natural gas and electricity. The cost of these materials has been
susceptible in the past to fluctuations in price and availability and the price
is expected to increase over time. Worldwide competition in the steel industry
has frequently limited the ability of steel producers to raise finished product
prices to recover higher raw material costs. The Company's future results will
be adversely affected to the extent it is unable to pass on higher raw material
costs to its customers or is limited in its access to such materials.
POTENTIAL COSTS OF ENVIRONMENTAL COMPLIANCE
Compliance with environmental laws and regulations is a significant
factor in the Company's business. The Company is subject to federal, state, and
local environmental laws and regulations concerning, among other things, air
emissions, wastewater discharge, and solid and hazardous waste disposal. There
can be no assurance that material environmental liabilities will not be incurred
by the Company in the future or that future compliance with the environmental
laws currently in effect or enacted in the future will not require changes to
the Company's current operations. Any environmental liability or obligation, or
future change in environmental laws and regulations, could have a material
adverse effect on the Company's operational results and financial condition.
Environmental laws have been enacted, and in the future may be enacted, that
create liability for past actions that were lawful at the time taken, but that
have been found to affect the environment adversely. Future expenditures needed
to comply with future laws and regulations are impossible to predict, but will
be substantial.
DISRUPTION OF OPERATIONS
The Company's operations can be disrupted in many ways, including
equipment failures, transportation failures, power failures, supply
interruptions, and formal or informal labor unrest. Any material disruption in
the Company's operations would have a material adverse effect on the operating
results of the Company.
VARIABILITY OF FINANCIAL RESULTS; PRODUCTION SHUTDOWNS
The Company's results of operations are substantially affected by
variations in shipment volume and in the realized sales prices of its products,
which in turn depend both on prevailing prices for steel and demand for
particular products. Operating results have been, and in the future will be,
affected by numerous factors, including the prices and availability of raw
materials, the demand for and prices of the Company's products, the level of
competition, the level of unutilized production capacity in the steel industry,
the mix of products sold by the Company, the timing and pricing of large orders,
and other factors. There can be no assurance that these events and circumstances
or other events or circumstances, such as seasonal factors like weather,
disruptions in the transportation or energy industries or in the Company's
industry, or an economic downturn adversely affecting the steel industry,
generally, or the Company, in particular, will not occur, any of which could
have a material adverse effect on the Company.
RESTRICTIVE COVENANTS
The loan from Citicorp USA, Inc. to Geneva Steel LLC, the wholly-owned
subsidiary of the Company, restricts Geneva Steel LLC's ability to incur
additional indebtedness, create liens on its properties, make capital
expenditures, loans, or advances, make distributions or pay dividends to the
Company, or make an investment in other entities. The loan agreement contains
additional restrictive covenants, including, among others, covenants restricting
the Company and its subsidiaries with respect to disposing of property and
assets, paying dividends, entering into sale-leaseback transactions, providing
guarantees, entering into transactions with affiliates, mergers and
consolidations, and the modification of certain agreements. In addition, the
loan agreement requires the Company to meet certain financial tests. These
restrictions may make it more difficult for the Company to operate in a manner
that it deems necessary or appropriate to take advantage of opportunities, to
adjust to operational difficulties or to respond to other developments.
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<PAGE> 20
RECENT OPERATING LOSSES
The Company experienced significant losses before interest, taxes,
depreciation, and amortization in the recent past. There can be no assurance
that market conditions will not be such that the Company will not continue to
experience such losses.
DEPENDENCE ON KEY PERSONNEL
The Company depends on the continued services of certain senior
executives. The loss of the services of such key senior executives could have a
material adverse affect on the Company's business, financial condition, and
operational results.
UNION CONTRACT
The Company's current union contract will expire pursuant to its terms
in April 2001. The failure to reach agreement with the union on terms and
conditions satisfactory to the Company prior to the expiration of the current
union contract could have a material adverse effect on the Company's production,
financial condition, and operational results.
OTHER RISK FACTORS
The foregoing does not attempt to enumerate all of the potential risks
that could affect the value of the common stock and Class A Convertible
Preferred Stock. Other risks not currently contemplated by the Company or not
currently deemed significant by the Company could arise or develop and could
have a material adverse effect on the Company, its business, and/or its
outstanding securities.
ITEM 2. PROPERTIES.
The properties of the Company consist primarily of an approximately
1,400-acre site near Provo, Utah on which the steel mill and related facilities
are located and the Company's iron ore mines in southern Utah. The Company also
leases a retention pond, contiguous to its steel mill, from the State of Utah,
under a lease which will expire in 2016. The retention pond is a significant
part of the Company's water pollution control facilities. Although the Company's
facilities are generally suitable to its needs, the Company believes that such
facilities will continue to require future improvements and additional
modernization projects in order to remain competitive. See Item 1.
"Business--Capital Projects" and "Competition and Other Market Factors."
ITEM 3. LEGAL PROCEEDINGS.
Old Geneva filed a voluntary petition for bankruptcy on February 1,
1999, in the United States Bankruptcy Court for the District of Utah, Central
Division, Bankruptcy Case No. 99-21130 GEC. The plan of reorganization was
approved by the Bankruptcy Court on December 8, 2000, and implemented January 3,
2001. For additional information concerning the Company's Chapter 11 bankruptcy
filing, see Item 1. "Business--Events Leading up to the Bankruptcy Filing" and
"Major Events Approved by the Bankruptcy Court."
In addition to the matters described under Item 1.
"Business--Environmental Matters," the Company is a party to routine legal
proceedings incidental to its business. In the opinion of management, after
consultation with its legal counsel, none of the proceedings to which the
Company is currently a party, other than those related to the bankruptcy
proceeding, are expected to have a material adverse effect on the Company's
financial condition or results of operation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of common or preferred security
holders during the fourth quarter of the fiscal year ended September 30, 2000.
On August 24, 2000, the disclosure statement and plan of reorganization were
approved by the Bankruptcy Court. Subsequent to the approval, ballots were
mailed to each holder of the Senior Notes for approval of the plan of
reorganization. Ballots were not sent to holders of the common or preferred
security holders, as they were not entitled to vote on the plan.
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<PAGE> 21
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
On completion of the reorganization plan, the common stock of the
Company was approved for listing on the Nasdaq SmallCapSM System. Trading opened
on January 5, 2001, but certificates for the common stock have not yet been
delivered to the stockholders and trading has been extremely sporadic to date.
The last price for the stock on January 9, 2001, was $4.00, as reported by
Nasdaq. As a result of the lack of volume to date in the market, the reported
prices should not be taken as indicative of the value of the Company or the
price at which shares of stock could be bought or sold.
As of January 3, 2001, the Company had 6,760,659 shares of common stock
outstanding, held by approximately 660 stockholders of record.
The Company has not paid dividends in the past. Under the terms of its
credit facilities, the operating subsidiary of the Company, Geneva Steel, LLC,
is generally prohibited from making loans, advancing funds, or paying dividends
to the Company, except under certain limited circumstances. Consequently, it is
not anticipated that the Company will have funds available to pay any cash
dividends on the common stock in the foreseeable future. The Company is
currently conducting a rights offering with respect to up to $25 million of its
Class A Convertible Preferred Stock. Shares of preferred stock issued pursuant
to this offering will receive an annual cash dividend of 8% and an annual
dividend of 4% payable in common stock. If the Company does not have the funds
necessary to pay the cash portion of the dividend, that portion is also payable
in common stock. In addition, the Company's debt covenants may restrict its
ability to pay dividends. Such dividends are required to be paid prior to paying
any dividends with respect to the common stock.
Prior to the bankruptcy filing, the Class A Common Stock of Old Geneva
was traded on the NYSE. Subsequent to February 1, 1999, and prior to the
confirmation of the reorganization plan, the stock was traded on the
over-the-counter Bulletin Board maintained by the National Association of
Securities Dealers. All rights in the Class A Common Stock of Old Geneva were
terminated under the reorganization plan. Set forth below is information with
respect to the historical trading prices of Old Geneva Class A Common Stock as
reported on the NYSE for the first two quarters of fiscal 1999. Prices for the
last two quarters of fiscal 1999 and fiscal year 2000 reflect Bulletin Board
quotations. Such quotations reflect interdealer prices, without retail markup,
markdown, commissions, or other adjustments and may not be indicative of actual
transactions. Since the Company has a capitalization structure different from
that of Old Geneva and the security that was previously traded no longer exists,
historical trading information for the Class A Common Stock of Old Geneva is
unrelated to the common stock of the Company that has recently been issued as
part of the reorganization plan.
<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 1999 HIGH LOW
<S> <C> <C>
First Quarter ended December 31 $ 1 5/16 $ 15/32
Second Quarter ended March 31 5/8 7/16
Third Quarter ended June 30 5/8 3/16
Fourth Quarter ended September 30 13/32 7/32
Fiscal Year Ended September 30, 2000 HIGH LOW
First Quarter ended December 31 $ 13/32 $ 3/16
Second Quarter ended March 31 1 13/64
Third Quarter ended June 30 17/32 1/4
Fourth Quarter ended September 30 11/32 1/32
</TABLE>
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is incorporated by reference from
that section of the Company's Annual Report to Shareholders for the fiscal year
ended September 30, 2000, titled "Selected Financial Data."
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<PAGE> 22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this Item is incorporated by reference from
that section of the Company's Annual Report to Shareholders for the fiscal year
ended September 30, 2000, titled "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item is incorporated by reference from
that section of the Company's Annual Report to Shareholders for the fiscal year
ended September 30, 2000, titled "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Quantitative and Qualitative
Disclosures About Market Risk."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is incorporated by reference from
the Financial Statements and Supplementary Data included in the Company's Annual
Report to Shareholders for the fiscal year ended September 30, 2000.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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<PAGE> 23
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth information with respect to the executive
officers and directors of the Company.
<TABLE>
<CAPTION>
Name Age Position
--------------------- ----- -------------------------------------------------------
<S> <C> <C>
Joseph A. Cannon 51 Chairman of the Board and Chief Executive Officer
Ken C. Johnsen 42 Executive Vice-President, Secretary, General Counsel,
and Director
Dennis L. Wanlass 51 Vice-President, Treasurer, and Chief Financial Officer
Timothy R. Clark 36 Vice-President of Operations and Customer Services,
Geneva Steel, LLC
Carl E. Ramnitz 53 Vice-President of Human Resources, Geneva Steel, LLC
Murray Drabkin 72 Director
Albert Fried, Jr. 70 Director
John T. LaMacchia 59 Director
Frank T. MacInnis 54 Director
Donald R. Shepherd 64 Director
R. J. Shopf 66 Director
A. Stanley West 64 Director
Michael T. Yonker 57 Director
</TABLE>
The following sets forth the background of each of the Company's
executive officers and directors, including the principal occupation of those
individuals for the past five years:
JOSEPH A. CANNON has been a director of the Company since its inception
in February 1987, and has served as Chairman of the Board of Directors from
March 1987 to the present. Mr. Cannon served as President from July 1987 to May
1991 and as Chief Executive Officer from July 1987 to July 1991. Following an
absence from July 1991 to October 1992, Mr. Cannon returned to the Company as
Chief Executive Officer and currently serves in such capacity. From February
1985 to September 1987, Mr. Cannon was engaged in the private practice of law
with Pillsbury, Madison & Sutro in its Washington, D.C. office, specializing in
environmental law. From May 1981 to February 1985, he was employed in various
capacities by and became Assistant Administrator of the Environmental Protection
Agency. As Assistant Administrator, Mr. Cannon was responsible for the
development, implementation and enforcement of federal air quality and radiation
regulations throughout the United States. Mr. Cannon currently serves s a
director of the American Iron and Steel Institute ("AISI") and as a member of
the North American Steel Council. AISI is the premier industry association for
steel companies in the United States, Canada and Mexico. He also serves on
AISI's policy and planning committee.
KEN C. JOHNSEN has been Executive Vice-President and General Counsel
since November 1997, and has served as Secretary since February 1992. He became
a director in February 1998. He served as Vice-President and General Counsel
from November 1991 to November 1997 and as Manager of Special Projects from
February 1991 through October 1991. From 1986 to 1991, Mr. Johnsen was engaged
in the private practice of law with Parr Waddoups Brown Gee & Loveless,
specializing in corporate counseling and civil litigation. Mr. Johnsen received
his law degree from Yale Law School and a B.A. degree in Finance from Utah State
University. Mr. Johnsen serves on several AISI committees.
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<PAGE> 24
DENNIS L. WANLASS has been Vice-President, Treasurer and Chief Financial
Officer of the Company since September 1989 and was Controller of the Company
from January 1988 to September 1989. Before joining the Company, Mr. Wanlass was
employed by Eastman Christensen, then a joint venture of Norton Company and
Texas Eastern, in various accounting and financial capacities. From 1970 to
1975, he was employed by KPMG, an international accounting and consulting firm.
Mr. Wanlass has a B.S. in Accounting from the University of Utah and is a
certified public accountant. Mr. Wanlass serves on the AISI finance and tax
policy committee.
TIMOTHY R. CLARK has been Vice-President of Operations and Customer
Service since April 1999. He has been employed by the Company since 1993 in
several positions, including Vice-President of Manufacturing, Project Manager of
Plate Finishing and Shipping, Director of Corporate Communications, Director of
Delta Project and Assistant to the President. Mr. Clark obtained a B.A. from
Brigham Young University, an M.A. from the University of Utah and a Ph.D. from
Oxford University.
CARL E. RAMNITZ has been Vice-President of Human Resources since October
1988 and was Vice-President of Human Resources and Public Affairs of the Company
from September 1987 to September 1988. Prior to joining the Company, he was
employed by USX Corporation for 18 years in various employment and labor related
capacities, most recently as Manager of Employee Relations for the Geneva Steel
plant before it was acquired by the Company and for USX Corporation's
Pittsburgh, California, steel plant. Mr. Ramnitz serves on the AISI labor policy
committee.
MURRAY DRABKIN is a nationally-known lawyer with extensive experience in
both business and government. He has served as counsel to the Committee on the
Judiciary of the United States House of Representatives, as an advisor to state
and local governments on fiscal matters, and as Special Assistant to Mayor John
V. Lindsay of New York in charge of the City's federal programs. Mr. Drabkin's
law practice has dealt primarily with corporate financial matters. Mr. Drabkin
has served on several boards of directors, including a national hotel chain and
various philanthropic organizations. Mr. Drabkin is a graduate of the Harvard
Law School and Hamilton College. He currently serves as President of the Harvard
Club of Washington, D.C. He served as a Lieutenant Commander in the United
States Navy.
ALBERT FRIED, JR. has been a Managing Member of Albert Fried & Company,
LLC and Buttonwood Specialists, LLC (name change in 1992) for the last 38 years
and is a member of the New York Stock Exchange, Inc. Mr. Fried was Chairman of
the Board of Portec, Inc. a New York Stock Exchange listed Company from October
1989 to June 1998. He has been a Director of EMCOR Group, Inc., a New York Stock
Exchange listed company since December 1994. Mr. Fried is a Trustee of The New
York Racing Association, Inc., appointed by Governor George E. Pataki; President
and Trustee of The Fried Foundation, Co-Founder, Director and Past President of
The Charles A. and Anne Morrow Lindbergh Fund, Co-Founder and Chairman of The
Centurion Foundation, Director of The Trooper Foundation - State of New York,
and a Director of The Advisory Council of the Johnson Graduate School of
Management at Cornell University. Mr. Fried graduated from Cornell University
with a Bachelor of Arts in Finance in June 1952 and Cornell Graduate School of
Business and Public Administration with a Masters in Business Administration in
June 1953. He served as a Captain in the U.S. Air Force.
JOHN T. LAMACCHIA retired as President and Chief Executive Officer of
Cincinnati Bell Inc. in February 1999, after 33 years in the telecommunications
industry. In December 1998, just prior to his retirement, he split Cincinnati
Bell into two NYSE companies: Convergys and Broadwing (name change in 1999).
From May 1999 to May 2000, as President, Chief Executive Officer, and a director
of CellNet Data Systems, he led the company through a financial restructuring
and sale to Schlumberger in a Chapter 11 bankruptcy proceeding. He is currently
a member of the Board of Directors of Broadwing (telecommunications services),
Kroger (food retailing), and Burlington Resources (gas and oil exploration and
production), all NYSE-listed companies. Mr. LaMacchia graduated from Catholic
University with a B.A. degree in Electrical Engineering and, in 1963, with a
Ph.D. degree in Physics. He also obtained a J.D. degree from the Indiana
University School of Law in 1976. Mr. LaMacchia is a Trustee of the University
of Cincinnati Foundation.
FRANK T. MACINNIS is the Chairman and Chief Executive Officer of EMCOR
Group, Inc. and has more than 25 years of experience in the international
construction and facility management industry. Mr. MacInnis is a graduate of the
University of Alberta Law School. His law practice included specialties in
construction and hospital law. In 1975 Mr. MacInnis began his construction
career in Tehran, Iran as an officer of Paris-based Spie Batignolles S.A. The
following years included postings and construction projects in such diverse
locations as Baghdad, Bangkok, the United
24
<PAGE> 25
Arab Emirates, and London, England. In 1981 he was named Chairman and Chief
Executive Officer of H.C. Price Construction, a continent-wide builder of large
diameter oil and gas pipelines. He participated in the construction of several
premier oil and gas development projects. During this period, he founded a
pioneering company in the new field of horizontal directional drilling. He later
served as the Chairman of Comstock Group, Inc., a New York-based construction
group, then joined JWP, Inc. in early 1994 and successfully managed its
reorganization and emergence from Chapter 11. EMCOR Group, Inc., is the
successor company to JWP, and one of the world's largest electrical and
mechanical constructors and facilities services providers. Mr. MacInnis also
serves as a member of the Board of Directors of The Williams Companies, The
Greater New York Chapter of the March of Dimes and Withit.com.
DONALD R. SHEPHERD graduated from the University of Michigan in 1958
with a B.B.A. degree. He spent the next 37 years in the investment management
business until retirement in 1995. From 1972 to 1995, he worked at Loomis,
Sayles & Company where he was CEO and Chief Investment Officer (1990-1995) and
Chairman (1992-1995). Mr. Shepherd is also a director of Advantica Restaurant
Group and HVIDE Marine Corp. During the last five years, he has served on the
boards of Scripps Research Institute, San Diego Hospice and Rancho Coastal
Humane Society and has served on numerous advisory committees at the University
of Michigan.
R.J. SHOPF has been a director of the Company since September 1989 and
served as an independent advisor to the Company from March 1988 to September
1989. Since January 2000, Mr. Shopf has served as Chairman of the Board, Senior
Vice-President and Chief Restructuring Officer of The Babcock & Wilcox Company,
a wholly-owned subsidiary of McDermott International, Inc., a NYSE-listed
company. Mr. Shopf was a director of Qualitech Steel from August 1999 through
November 2000. He is also the President of Southwest Business Associates, a
consulting company (a position which he previously held from 1984 to February
1988, and from January 1989 to October 1992). Mr. Shopf served as President and
Chief Executive Officer of Pioneer Chlor Alkali, Inc. ("Pioneer") from August
1993 until August 1994 and as President of Imperial West Chemical Company, an
affiliate of Pioneer, from January 1992 until August 1994, and as President of
All Pure Chemical Company, also an affiliate of Pioneer, from October 1992 until
August 1994. Mr. Shopf obtained an MBA degree from the Harvard Graduate School
of Business Administration in 1959 and a B.S. degree from Massachusetts
Institute of Technology in 1956.
A. STANLEY WEST is a 41-year veteran of the iron and steel industries.
Mr. West joined Cleveland Cliffs in 1967 as Director of Information Systems
following nine years experience with U.S. Steel in its Pittsburgh Steelmaking
operations. He was named Manager of project Development in 1978; Vice-President
of Project Development in 1983; Senior Vice-President of Sales in 1986 and
Senior Vice-President of Sales and Commercial Planning in 1998. He earned his
bachelor of science degree with honors at West Virginia University, attended the
Graduate School of Business at the University of Pittsburgh and earned his
master's degree in business administration from Case Western Reserve University
in Cleveland. He is a member of the American Iron and Steel Institute, American
Iron Ore Association and the Iron and Steel Society of the America Institute of
Metallurgical Engineers. He served as an officer in U.S. Army.
MICHAEL T. YONKER, retired as president and CEO of Protec, Inc. in 1998.
Mr. Yonker led the company successfully through a turn around, resulting in
improved operations and ultimately the sale of the business. From 1982 to 1989,
Mr. Yonker served as Vice-President of Drive Division, an LBO company formed by
FMC's Power Transmission Group. During the period 1971-1981, Mr. Yonker served
in different management capacities with FMC Corporation. He is currently a
member of the board of directors of Modine Manufacturing Company (parts
manufacturers for automotive and industrial markets) and Woodward Governor
Company (fuel control systems). Mr. Yonker received B.S. and M.S. degrees in
mechanical engineering from Michigan State University and Stanford University,
respectively. In 1971, he received his Masters of Business Administration from
the Harvard Business School.
Prior to the effective date of the reorganization plan, the board of
directors of Old Geneva consisted of Joseph A. Cannon, Ken C. Johnsen, R. J.
Shopf, Alan C. Ashton, K. Fred Skousen, Kevin S. Flannery, and Gregory T.
Hradsky. The term of each of these directors expired January 3, 2001. Messrs.
Cannon, Johnsen, and Shopf will serve on the board of directors of the Company.
25
<PAGE> 26
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers and directors are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that all required forms were timely filed during
the past fiscal year.
ITEM 11. EXECUTIVE COMPENSATION.
The compensation of Joseph A. Cannon, the Company's Chief Executive
Officer, the four other most highly paid executive officers serving at September
30, 2000, and one additional individual who was not an executive officer at the
end of the fiscal year (collectively, the "Named Executive Officers") is
discussed in the following tables and in a report from the compensation
committee of the Board of Directors. The identified positions reflect the titles
held by the individuals in Old Geneva. Each also holds the same position in the
Company, except Mr. Ramnitz, who will serve as the Vice-President of Human
Resources of Geneva Steel, LLC, Mr. Clark, who will serve as the Vice-President
of Customer Service of Geneva Steel, LLC, and Mr. Brown, who is no longer an
employee of the Company.
SUMMARY COMPENSATION TABLE
The following table sets forth, for the fiscal years ended September 30,
2000, 1999 and 1998, the compensation paid to the Named Executive Officers.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
---------------------------------- --------------------- -------- --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation(1) Award(s) SARs Payouts sation
Principal Position Year ($)(1) ($)(2) ($) ($)(3) (#) ($) ($)(4)
----------------------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph A. Cannon 2000 $487,708 $ 39,438 $ -- -- $ -- $- $ 17,096
Chief Executive 1999 482,748 -- 13,292 -- -- -- 19,563
Officer 1998 487,724 44,201 12,430 -- 68,771 -- 17,980
Ken C. Johnsen 2000 275,002 22,240 -- -- -- -- 16,930
Executive Vice- 1999 271,076 -- 8,859 -- -- -- 19,453
President, Secretary 1998 275,010 24,455 9,073 -- 31,589 -- 16,724
and General Counsel
Dennis L. Wanlass 2000 196,274 15,871 -- -- -- -- 17,939
Vice-President, 1999 194,505 -- 7,122 -- -- -- 18,716
Treasurer and Chief 1998 196,275 17,788 5,757 -- 29,627 -- 17,837
Financial Officer
Carl E. Ramnitz 2000 173,836 14,062 -- -- -- -- 18,162
Vice-President of 1999 172,073 -- 3,466 -- -- -- 16,850
Human Resources 1998 173,838 15,615 474 -- 22,383 -- 20,391
Timothy R. Clark 2000 140,010 11,323 -- -- -- -- 11,874
Vice-President of 1999 137,598 -- -- -- -- -- 12,493
Operations and 1998 140,005 12,559 -- -- 22,000 -- 13,228
Customer Service
Birchel S. Brown(5) 2000 320,628 11,949 25,732 -- -- 15,106
Vice-President of 1999 21,497 -- -- -- -- -- 1,822
Operations 1998 -- -- -- -- -- -- --
</TABLE>
(footnotes contained on following page)
26
<PAGE> 27
-------------------------
(1) Includes compensation deferred or accrued at the election of the Named
Executive Officer under the Company's Management Employee Savings and
Pension Plan (the "Management Plan").
(2) Represents payments under the Company's Performance Dividend Plan in such
years. Amounts for fiscal years 2000 and 1998 represent only Performance
Dividend Payments payable to all management and union employees based upon
the Company's volume of product shipments. No discretionary bonuses were
paid
(3) None of the Named Executive Officers received any restricted stock awards
during the three years presented, nor did any of them hold any such stock as
of September 30, 2000.
(4) Includes contributions made by the Company pursuant to the Management Plan
and the dollar value of premiums paid by the Company pursuant to the
Company's split dollar life insurance plan. For fiscal year 2000, such
amounts were as follows: Joseph A. Cannon, $13,185 Company contributions,
$3,281 insurance premiums; Ken C. Johnsen, $14,800 Company contributions,
$2,130 insurance premiums; Dennis L. Wanlass, $14,789 Company contributions,
$3,150 insurance premiums; Carl E. Ramnitz, $14,550 Company contributions,
$3,612 insurance premiums and Timothy R. Clark, $11,874 Company
contributions.
(5) Mr. Brown was not an officer at September 30, 2000. The compensation
reflected for the year ended September 30, 2000, includes a severance
payment in the amount of $155,000.
OPTION GRANTS IN LAST FISCAL YEAR
The Company made no grants of stock options or stock appreciation rights
to the Named Executive Officers during the fiscal year ended September 30, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information with respect to the exercise
of options to acquire shares of Old Geneva's Class A Common Stock by the Named
Executive Officers during the fiscal year ended September 30, 2000, as well as
the aggregate number and value of unexercised options held by the Named
Executive Officers on September 30, 2000. On the effectiveness of Old Geneva's
reorganization plan on January 3, 2001, all rights in these options were
extinguished.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY End (#) FY End ($)
Name Acquired Exercisable/ Exercisable/
on Exercise(#) Value Realized($) Unexercisable Unexercisable
---------------------- --------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Joseph A. Cannon - $0 141,600/51,171 $0/$0
Ken C. Johnsen - 125,200/23,389
Dennis L. Wanlass - 83,000/19,627
Carl E. Ramnitz - 63,400/16,483
Timothy R. Clark - 44,000/500
</TABLE>
27
<PAGE> 28
EXECUTIVE COMPENSATION
As part of the plan of reorganization of Old Geneva, the Bankruptcy
Court approved a management incentive compensation program pursuant to which
management was granted options to acquire common stock of the Company equal to
5% of the fully diluted equity of the Company, subsequent to the completion of
the Company's rights offering. Of this percentage, Joseph A. Cannon will receive
options to acquire 1.9% of the equity of the Company; Ken C. Johnsen, 1.4%;
Timothy R. Clark, .6%; Carl E. Ramnitz, .4%; Dennis Wanlass, .4%; and Marcus
Phillips, .3%. These options vest 25% on grant and 25% on the first, second, and
third anniversaries of the date of grant. The options have a term of 10 years
from the date in which they vest. The exercise price will be based on the lower
of the initial trading price of the common stock subsequent to the effective
date or $15.43 per share.
The Named Executive Officers who continued their employment through the
consummation of the reorganization plan, Messrs. Cannon, Johnsen, Wanlass,
Ramnitz, and Clark, earned an emergence bonus equal to 50% of their annual base
salary. This bonus is paid 50% in cash and 50% in shares of common stock, except
for Mr. Cannon, who will receive all of his bonus in shares of common stock. The
number of shares of common stock to be delivered to each of the foregoing will
be determined based on the average closing trading price for the common stock
during the 30 days subsequent to the consummation of the reorganization plan, as
reported by Nasdaq.
DIRECTORS COMPENSATION
Directors who are not employees of the Company are paid a director's fee
of $40,000 per year for serving on the Board of Directors, $2,000 per year for
serving as chairman of any committee, $1,000 for each Board meeting attended,
$750 for each telephonic board meeting, and $500 for each committee meeting
attended. Directors may also be compensated for other services rendered to the
Company. In addition, it is anticipated that a board of directors stock option
plan will be implemented, but this matter is still under discussion. All
directors are also reimbursed by the Company for travel and related expenses
incurred in attending all Board and committee meetings. It is anticipated that
the board will adopt a plan under which options will be granted to board
members, but the terms of such plan have not been fixed to date.
COMPENSATION COMMITTEE REPORT
This Report of the Compensation Committee (the "Committee") of the Board
of Directors describes the overall compensation goals and policies applicable to
the executive officers of Old Geneva, including the bases for determination of
the compensation of executive officers for fiscal year 2000. The Report also
discusses the setting of 2000 compensation of Mr. Cannon. The term "Executive
Officers" is used below to refer to the executive officers of Geneva other than
Mr. Cannon.
Composition and Functions of the Committee. The Compensation Committee
of the Board of Directors of Old Geneva was comprised entirely of independent,
nonemployee directors. Subject to any action which may be taken by the full
Board of Directors, the Board of Old Geneva delegated to the Committee the
authority:
1. To determine the compensation of Joseph A. Cannon, Chairman of
the Board and Chief Executive Officer of Old Geneva, including
discretionary bonuses;
2. To approve, upon recommendations by Mr. Cannon, the compensation
arrangements of Executive Officers of Old Geneva, including the Named
Executive Officers identified in the Summary Compensation Table above;
and
3. To carry out the duties and responsibilities of the Board of
Directors regarding Old Geneva's other compensation plans, including
administering and making awards under Old Geneva's option plans to Mr.
Cannon, the Executive Officers and other managers and key employees of
Old Geneva.
Compensation Philosophy and Objectives. The Committee of Old Geneva
believed that compensation of Old Geneva's executive officers should be set at a
competitive level and be based upon Old Geneva's overall financial performance,
achievement of strategic goals, and individual performance, with a view toward
increasing the value of
28
<PAGE> 29
Old Geneva. Within this overall philosophy, the following principles guided Old
Geneva's compensation policies for executive officers:
1. Provide competitive levels of compensation to enable Old Geneva
to attract and retain experienced, talented executive officers;
2. Compensate executive officers based on Old Geneva's progress
toward achievement of its short and long-term strategic and financial
goals;
3. Compensate executive officers based on the performance of the
individual executive officer, and his contribution to Old Geneva's
performance; and
4. Maintain and strengthen the incentive for executive officers to
increase the value of Old Geneva.
The Committee believed that adherence to these objectives was essential to
attracting and retaining highly-qualified officers whose contributions are
necessary for the growth and success of Old Geneva. The Compensation Committee
has also relied on compensation surveys of executives with comparable
responsibilities at peer companies. These surveys were prepared at periodic
intervals by a compensation consulting firm. Information concerning the specific
implementation of these policies in the 2000 compensation arrangements of the
Executive Officers and Mr. Cannon is provided below.
Annual Salaries. Salaries of Executive Officers were generally reviewed
on an annual basis at the end of the fiscal year and adjustments made based on
the Committee's subjective evaluation of the individual's performance and the
Company's performance, taking into account both qualitative and quantitative
factors. Among the factors considered by the Committee were the recommendations
of Mr. Cannon and the importance of retaining key Executive Officers. Subject to
Board approval, the Committee made compensation decisions concerning the
Executive Officers. Salary levels for fiscal year 2000 were not increased
because, in the Committee's judgment, increases were not appropriate in light of
the Company's financial situation. The Committee also concluded that, in light
of the Company's Chapter 11 filing and the need to retain its Executive Officers
through a critical period in the Company's history, a decrease in salary levels
was not appropriate despite the financial performance of Old Geneva.
Incentive Bonuses. In fiscal 2000, Old Geneva made awards under the
Performance Dividend Plan (the "Performance Plan") established in June 1993. The
Performance Plan provides for the monthly payment of additional cash
compensation as a percentage of base compensation to all management employees
based upon Old Geneva's product shipments. Cash payments made to Executive
Officers under the Performance Plan were determined according to the same
formula used to determine payments to all other management employees. No
discretionary bonuses were paid to any Executive Officers.
Stock Options. Old Geneva's Incentive Plan and Key Employee Plan
permitted the award of options to purchase Class A Common Stock to executive
officers, managers and key employees. The award of stock options was intended to
align the interests of Executive Officers with the shareholders by providing the
Executive Officers with an incentive to bring about increases in the price of
Class A Common Stock. Old Geneva's general policy was to award options to
purchase Class A Common Stock at a price that equals or exceeds market price on
the date of grant. Accordingly, the Executive Officers derived a financial
benefit from an option only if the price of Class A Common Stock increased.
Realization of the value provided through the options generally required the
Executive Officer to remain employed by Old Geneva until the options vested.
Historically, options vested at the rate of 40% of the underlying shares at the
end of two years following the grant and an additional 20% each year thereafter.
The Committee modified the vesting schedule of options granted in fiscal 1997
and 1998 so that 50% became vested after one year and the balance after two
years. The modification to the vesting schedule was made in recognition of the
historical volatility of Old Geneva's Common Stock and a desire to increase the
incentive represented by the grant of stock options to Executive Officers. The
options were generally exercisable for ten years from the date of grant at a
price equal to 100% of the fair market value of the underlying shares on such
date.
29
<PAGE> 30
In fiscal 2000, Old Geneva made no awards of options to purchase Class A
Common Stock to Executive Officers of Old Geneva. Given Old Geneva's Chapter 11
filing, the Compensation Committee determined that the granting of options would
not be appropriate at that time.
In connection with Old Geneva's Chapter 11 proceeding, the Compensation
Committee formulated and adopted a Key Employee Retention Program (the
"Program," which was approved by Old Geneva's Board of Directors. The Program
covered the Executive Officers (which for purposes of the Program included the
corporate controller) and approximately 30 other employees. The purpose of the
program was to encourage the covered employees to remain with Old Geneva through
its emergence from Chapter 11. The Committee determined that the Program was in
the best interest of Old Geneva because of the need to retain a strong
management team and continuity throughout the pendency of the proceeding. The
Program was designed to accomplish this purpose through payment of an emergence
bonus and the provision of certain severance protection. These benefits were
intended to encourage employees to remain with Old Geneva despite the personal
and career uncertainties created by the bankruptcy filing. The Program provided
a severance benefit of 50% of annual salary to Executive Officers terminated
without cause prior to consummation of a plan of reorganization and a benefit of
75% of annual salary if terminated within 90 days after consummation of the
plan. Executive officers who remained with the Company through consummation of
the Plan of Reorganization received an emergence bonus of 50% of annual salary,
payable 50% in cash and 50% in stock of the Company (Mr. Cannon's bonus was paid
100% in stock). Employees, other than the Executive Officers who remained with
Old Geneva received an emergence bonus equal to 25% of annual salary payable in
cash.
Compensation of Chief Executive Officer. For the reasons discussed above
with respect to the Executive Officers, there was no increase or decrease in Mr.
Cannon's base salary in fiscal 2000. During the 2000 fiscal year, Mr. Cannon
received additional compensation pursuant to the Performance Dividend Plan,
based upon the formula applicable to all Executive Officers and management
employees. Mr. Cannon was not granted options for the purchase of shares of
Class A Common Stock for the reasons stated above with respect to the Executive
Officers. Mr. Cannon did not receive a discretionary bonus.
Other Compensation Plans. Old Geneva maintained insurance and retirement
agreements with certain of its Executive Officers and managers, including Mr.
Cannon and the Named Executive Officers, which provided for payment of a death
benefit (net of premiums paid and recovered by Old Geneva) to a designated
beneficiary or for payment of a retirement benefit upon reaching age 62. Old
Geneva also had a number of other broad-based employee benefit plans in which
Executive Officers participated on the same terms as other employees meeting the
eligibility requirements, subject to any legal limitations on amounts that may
be contributed to or benefits payable under the plans.
Submitted by the Compensation Committee of the Board of Directors of Old
Geneva:
R.J. Shopf
K. Fred Skousen
Alan C. Ashton
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total shareholder
return on the Company's Class A Common Stock, calculated on a dividend
reinvested basis, from September 30, 1995 through September 30, 2000, compared
with the S&P 500 Index and a peer group based on United States participants in
steel works, furnaces and rolling and finishing mills, SIC Code 331.
[GRAPH]
Graphical representation of total shareholder return on the Company's
Class A Common Stock as compared with S&P 500 Index and peer group with the
following data points:
<TABLE>
<CAPTION>
SEP-95 SEP-96 SEP-97 SEP-98 SEP-99 SEP-00
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Geneva Steel Company $100.0 $ 39.7 $ 46.0 $ 15.9 $ 3.7 $ 0.6
--------------------------------------------------------------------------------------
S&P(R) 500 Stocks $100.0 $120.3 $169.2 $185.1 $236.3 $268.9
--------------------------------------------------------------------------------------
NYSE Stocks (SIC 3310 -- 3319
US Companies) Steel Works,
Blast Furnaces, and Rolling and
Finishing Mills $100.0 $103.5 $163.4 $126.4 $121.3 $101.1
</TABLE>
30
<PAGE> 31
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as of January 3, 2001, with
respect to the beneficial ownership of shares of the common stock of the Company
by each person known by the Company to be the beneficial owner of more than 5%
of the common stock, by each director, by each of the Named Executive Officers,
and by all directors and officers as a group. Unless otherwise noted, each
person named has sole voting and investment power with respect to the shares
indicated. The percentages set forth below have been computed based on 6,760,659
shares of common stock outstanding. The number may increase depending on the
amount of disputed claims approved by the bankruptcy court.
<TABLE>
<CAPTION>
Beneficial Ownership as of
January 3, 2001*
-------------------------------
Number of Percentage of
NAME AND ADDRESS OF BENEFICIAL OWNER Shares Class Outstanding
------------------------------------ --------- -----------------
<S> <C> <C>
Albert Fried & Company, LLC(1)(2) 1,087,379 16.1%
40 Exchange Place, 5th Floor
Suite 512
New York, New York 10005
Loomis Sayles & Co., Inc.(2) 948,494 14.3%
One Financial Center
Boston, MA 02111
NAME OF DIRECTOR
Joseph A. Cannon(3) 51,230 **
Ken C. Johnsen(3) 30,560 **
R. J. Shopf 0 0.0%
Frank T. MacInnis 0 0.0%
Murray Drabkin 0 0.0%
Albert Fried, Jr.(4) See Albert Fried & Company above
A. Stanley West 0 0.0%
John LaMacchia 0 0.0%
Donald R. Shepherd 0 0.0%
Michael T. Yonker 0 0.0%
ALL DIRECTORS AND OFFICERS AS A GROUP
(13 PERSONS)(3)(4) 1,203,542 17.5%
</TABLE>
-------------------------
* Beneficial ownership as a percentage of the class for each person holding
options exercisable within 60 days has been calculated as though shares
subject to such options were outstanding, but such shares have not been
deemed outstanding for the purpose of calculating the percentage of the
class owned by any other person.
** Less than 1% of outstanding shares.
(1) Albert Fried & Company, LLC, also provided a portion of the Term Loan to the
Company. In connection with this financing, Albert Fried & Company, LLC is
entitled to receive an additional $1,400,860 worth of common stock. Of
this amount, $885,790 will be paid by the issuance of shares within 35
days of the loan date, using the average closing price of the common stock
during the first 30 days subsequent to the loan. The remaining $515,070
will be paid on the fourth anniversary of the loan date based on the average
closing price for the 30 days of trading immediately prior to the fourth
anniversary. These shares are not reflected in the foregoing table since the
number of shares have not been determined.
(2) Albert Fried & Company, LLC, and Loomis Sayles & Co., Inc., each holds
rights to acquire shares of the Company's Class A Convertible Preferred
Stock. The preferred stock, if issued, can be converted to common stock on a
share-for-share basis, at the election of the holder. Albert Fried &
Company, LLC, holds the right to acquire up to 355,284 shares of preferred
stock and Loomis Sayles & Co., Inc., holds the right to acquire up to
309,905 shares of preferred stock. In addition, both entities could acquire
additional shares of Class A Convertible Preferred Stock in the event that
other holders of rights do not fully exercise their rights. These shares are
not reflected in the foregoing table.
(3) Pursuant to a management incentive compensation program approved by the
bankruptcy court, on completion of the reorganization plan, certain members
of management were granted options to acquire an aggregate of
31
<PAGE> 32
5% of the fully diluted equity of the Company which included shares issued
in the rights offering of the Company's Class A Convertible Preferred Stock
and shares issued under the retention agreement described below. Until this
offering is completed, the number of shares subject to these options will
not be known. Of this percentage, Joseph A. Cannon will receive an option to
acquire 1.9% of the equity of the Company; Ken C. Johnsen, 1.4%; Timothy R.
Clark, .6%; Carl E. Ramnitz, .4%; and Dennis L. Wanlass, .4%. These options
vest 25% at the effective date of the plan of reorganization (January 3,
2001) and 25% on the first, second, and third anniversaries of that date.
The exercise price will be the lower of $15.43 per share or the initial
trading price of the common stock of the Company. The shares indicated are
the vested portion of the approximate minimum number of shares subject to
options, if no shares of Class A Convertible Preferred Stock are issued. In
addition, Messrs. Cannon, Johnsen, Wanlass, Ramnitz, and Clark have the
right to receive an undetermined number of shares of common stock according
to a retention agreement approved by the Bankruptcy Court equal to 25% of
their annual base salary for Messrs. Johnsen, Wanlass, Ramnitz, and Clark
and 50% of his annual base salary for Mr. Cannon. The number of shares will
be fixed based on the average closing price for the common stock of the
Company as reported by Nasdaq during the 30 days subsequent to the
consummation of the reorganization plan.
(4) Mr. Fried may be deemed to be an indirect managing member of Albert Fried &
Company, LLC, which is the record holder of the shares indicated. Mr. Fried
is deemed to be the beneficial owner of such shares under applicable SEC
guidelines.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Albert Fried & Company LLC is a participant in a portion of the Term
Loan to the Company in the principal amount of $9,842,105. In connection with
the financing, Albert Fried & Company, LLC is entitled to receive $1,400,860
worth of common stock of the Company. Of this amount, $885,790 will be paid by
the issuance of shares within 35 days of the loan closing. The number of shares
to be issued will be determined by using the average closing price of the common
stock during the first 30 days subsequent to the loan closing. The remaining
$515,070 will be paid by the issuance of common stock on the fourth anniversary
of the loan closing, the number of shares to be determined using the average
closing price for the 30 days of trading immediately prior to the fourth
anniversary. If approved by the Board of the Company, Albert Fried & Company,
LLC in connection with the financing, will also receive an option to acquire the
Williams Farm property, which consists of approximately 76 acres located near
the Company's Vineyard facilities and which is not currently used in the ongoing
operations of the Company. The option price is $1 million and can be exercised
subsequent to one year after the loan and closing and prior to December 1, 2006.
Notwithstanding the foregoing, this option will not be exercisable unless the
closing price of common stock of the Company is below $3 per share for five days
during any ten consecutive trading days during the period beginning 30 days
subsequent to the loan closing and ending on the expiration of the option. The
Company believes the fair market value of this property to be between $3.4 and
$5.4 million. Albert Fried & Company, LLC holds approximately 15.2% of the
issued and outstanding common stock of the Company. Albert Fried, who controls
Albert Fried & Company, LLC, is a director of the Company.
Albert Fried & Company, LLC also provided a short-term loan to the
Company in the amount of $3.5 million pursuant to an agreement dated December
22, 2000. The proceeds of this loan were used to meet necessary operating
expenses of the Company prior to the completion of its plan of reorganization.
This loan was repaid from the proceeds of the revolving credit facility at the
time of the consummation of the plan of reorganization on January 3, 2000.
Albert Fried & Company, LLC was paid loan commitment fees of $275,000 in
connection with this transaction.
32
<PAGE> 33
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) Documents Filed:
1. Financial Statements. The following Financial Statements of the
Company and Report of Independent Public Accountants included in the
Company's Annual Report to Shareholders for the fiscal year ended
September 30, 2000, are incorporated by reference in Item 8 of this
Report:
- Report of Independent Public Accountants
- Balance Sheets at September 30, 2000 and 1999
- Statements of Operations for the years ended September 30,
2000, 1999 and 1998
- Statements of Stockholders' Equity (Deficit) for the years
ended September 30, 2000, 1999 and 1998
- Statements of Cash Flows for the years ended September 30,
2000, 1999 and 1998
- Notes to Financial Statements
2. Financial Statement Schedule. The following Financial Statement
Schedule of the Company for the years ended September 30, 2000, 1999,
and 1998, is filed as part of this Report and should be read in
conjunction with the Company's Financial Statements and Notes thereto:
<TABLE>
<CAPTION>
Schedule Page
-------- ----
<S> <C>
II - Valuation and Qualifying Accounts 39
</TABLE>
Financial statements and schedules other than those listed are
omitted for the reason that they are not required or are not applicable,
or the required information is shown in the Financial Statements or
Notes thereto, or contained in this Report.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the three months
ended September 30, 2000. Subsequent to September 30, 2000, the Company filed a
report on Form 8-K dated December 1, 2000, reporting the confirmation of its
reorganization plan, a report on Form 8-K dated December 14, 2000, reporting
certain amendments to the reorganization plan, and a report on Form 8-K dated
January 5, 2001, reporting consummation of the reorganization plan.
(c) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED FILED
NO. EXHIBIT BY REFERENCE HEREWITH
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of Geneva X
Steel Holdings Corp.
3.2 Amended and Restated Bylaws of Geneva Steel Holdings Corp. X
4.1 Specimen Certificate of the Company's common stock, par value X
</TABLE>
33
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED FILED
NO. EXHIBIT BY REFERENCE HEREWITH
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0.01 per share X
4.2 Registration Rights Agreements by and between Albert Fried &
Company, LLC and the Registrant, dated as of January 3, 2001
10.1 Asset Sales Agreement between USX and the Registrant dated as (1)
of June 26, 1987, as Amended and Restated August 31, 1987
10.2 Registration Rights Agreement among the signatories listed on (1)
the signature pages thereof and the Registrant dated November 6,
1989
10.3 License Agreement between ENSR Corporation and the Registrant (1)
dated December 8, 1988
10.4 Amended and Restated Sales Representation Agreement between (2)
Mannesmann Pipe & Steel Corporation and the Registrant dated
October 30, 1998
10.5 Geneva Steel Key Employee Plan (3)
10.6 Amendment to Geneva Steel Key Employee Plan dated May 12, (4)
1991
10.7 Form of Non-Statutory Stock Option Agreement (1)
10.8 Management Employee Savings and Pension Plan, as Amended and (5)
Restated generally effective January 1, 1994, dated as of July 3,
1995
10.9 Amendment No. 1 to the Geneva Steel Management Employee (6)
Savings and Pension Plan, effective as of January 1, 1997, dated
June 25, 1997
10.10 Form of revised Executive Split Dollar Insurance Agreement (7)
10.11 Form of revised Executive Supplemental Retirement Agreement (7)
10.12 Union Employee Savings and Pension Plan, as Amended and (8)
Restated effective January 1, 1995, dated as of August 13, 1997
10.13 Collective Bargaining Agreement between United Steelworkers (2)
of America and the Registrant ("Collective Bargaining Agreement")
dated May 1, 1998
10.14 Agreement between Union Carbide Industrial Gases, Inc. and (3)
the Registrant dated July 12, 1990, as amended August 3, 1990
(the "Union Carbide Agreement")
10.15 Amendment to the Union Carbide Agreement dated December 1, (7)
1992
10.16 Oxygen Supply Agreement between Air Liquide America (8)
</TABLE>
34
<PAGE> 35
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED FILED
NO. EXHIBIT BY REFERENCE HEREWITH
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Corporation and the Registrant dated June 10, 1997
10.17 Coilbox License Agreement between Stelco Technical Services (1)
Limited and the Registrant dated August 23, 1989
10.18 License Agreement for the K-OBM Process between Klockner (1)
Contracting and Technologies GmbH and the Registrant dated
November 25, 1989
10.19 Special Use Lease Agreement No. 897 between the State of Utah (7)
and the Registrant dated January 13, 1992 and Amendment thereto
dated June 19, 1992
10.20 Indenture dated as of January 15, 1994 between the Registrant (9)
and Bankers Trust Company, as Trustee, including a form of 9 1/2%
Senior Note due 2004
10.21 Indenture dated as of March 15, 1993 between the Registrant (10)
and The Bank of New York, as Trustee, including a form of 11 1/8%
Senior Note due 2001
10.22 License Agreement relating to the desulfurization process (1)
between BS&B Engineering Company, Inc. and the Registrant dated
March 1, 1990
10.23 Lo-Cat7 Licensing Agreement between ARI Technologies, Inc. (3)
and the Registrant dated April 16, 1990
10.24 Agreement relating to the closure of hazardous waste surface (3)
impoundments between USX Corporation, the Registrant and Duncan
Lagnese Associates, Incorporated dated October 22, 1990
10.25 Agreement for Sale and Purchase of Coke between the (11)
Registrant and Pacific Basin Resources (a division of Oxbow
Carbon and Minerals, Inc.) dated April 29, 1994 (the "Oxbow Coke
Agreement")
10.26 First Amendment to the Oxbow Coke Agreement dated April 11, (12)
1996
10.27 Agreement for the Sale and Purchase of Coal between the (13)
Registrant and Oxbow Carbon and Minerals, Inc. dated February 19,
1996, effective as of April 1, 1994
10.28 Industrial Gas Supply Agreement between Air Liquide America (14)
Corporation and Geneva Steel dated June 8, 1995
10.29 Geneva Steel Company 1996 Incentive Plan (15)
10.30 Form of Employment Agreement between Registrant and Certain (8)
Executive Officers
</TABLE>
35
<PAGE> 36
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED FILED
NO. EXHIBIT BY REFERENCE HEREWITH
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
10.31 Loan and Security Agreement by and between Congress (16)
Financial Corporation and Geneva Steel Company as Debtor and
Debtor-in-Possession as Borrower, dated February 19, 2000
10.32 Amendment No. 1 to Loan and Security Agreement by and (17)
between Congress Financial Corporation and Geneva Steel Company
as Debtor and Debtor-in-Possession as Borrower, dated July 31,
2000
10.33 Letter Agreement between USX Corporation and Registrant (18)
related to Taconite Pellet Supply, dated December 16, 1999
10.34 $110,000,000 Term Loan Agreement dated as of January 3, 2001, X
among Geneva Steel LLC as Borrower and the Lender's and Citicorp
USA, Inc., as Agent
10.35 Credit Agreement dated as of January 3, 2001, among Geneva X
Steel LLC as Borrower and the Lenders and Issuers and Citicorp
USA, Inc., as Agent
10.36 Bridge Loan Agreement between Geneva Steel Company and Albert X
Fried & Company, LLC, dated December 22, 2000
13 Selected portions of the Registrant's Annual Report to X
Shareholders for the year ended September 30, 2000 which are
incorporated by reference in Parts II and IV of this Report
22 Listing of Subsidiaries of the Registrant X
27 Financial Data Schedule X
</TABLE>
------------------
(1) Incorporated by reference to the Registration Statement on Form S-1
dated March 27, 1990, File No. 33-33319.
(2) Incorporated by reference to the Annual Report on Form 10-K for the
year ended September 30, 1998.
(3) Incorporated by reference to the Registration Statement on Form S-1
dated November 5, 1990, File No. 33-37238.
(4) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1991.
(5) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1995.
(6) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1997.
(7) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1992.
(8) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1997.
36
<PAGE> 37
(9) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 1993.
(10) Incorporated by reference to the Registration Statement on Form S-4
dated April 15, 1993, File No. 33-61072.
(11) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1994.
(12) Incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1996.
(13) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1996.
(14) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1995.
(15) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1997.
(16) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 1998.
(17) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1999.
(18) Incorporated by reference to the Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2000.
37
<PAGE> 38
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Geneva Steel Company:
We have audited in accordance with auditing standards generally accepted in the
United States, the financial statements incorporated by reference in Item 8 of
this Form 10-K, and have issued our report thereon dated January 4, 2001. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in Item 14(a)2 is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
Salt Lake City, Utah
January 4, 2001
38
<PAGE> 39
GENEVA STEEL COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Additions
Balance at Charged to Deductions, Balance
Beginning Costs and Net of at End
Description of Year Expenses Recoveries of Year
----------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Year Ended September 30, 2000
Allowance for doubtful accounts $10,912 $ 5,488 $(7,821) $ 8,579
======= ======= ======= =======
Year Ended September 30, 1999
Allowance for doubtful accounts $ 6,411 $ 8,775 $(4,274) $10,912
======= ======= ======= =======
Year Ended September 30, 1998
Allowance for doubtful accounts $ 4,564 $ 6,923 $(5,076) $ 6,411
======= ======= ======= =======
</TABLE>
39
<PAGE> 40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on January 11, 2001.
GENEVA STEEL HOLDINGS CORP.
Dated: January 11, 2001 By /s/ JOSEPH A. CANNON
-----------------------------------------
Joseph A. Cannon, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
Dated: January 11, 2001 By /s/ JOSEPH A. CANNON
-----------------------------------------
Joseph A. Cannon, Chairman of the Board
and Chief Executive Officer
Dated: January 11, 2001 By /s/ KEN C. JOHNSEN
-----------------------------------------
Ken C. Johnsen, Executive Vice-President,
Secretary, General Counsel, and Director
Dated: January 11, 2001 By /s/ DENNIS L. WANLASS
-----------------------------------------
Dennis L. Wanlass, Vice-President of
Finance, Treasurer and Chief Financial
Officer
Dated: January 11, 2001 By /s/ MURRAY DRABKIN
-----------------------------------------
Murray Drabkin, Director
Dated: January 11, 2001 By /s/ ALBERT FRIED, JR.
-----------------------------------------
Albert Fried, Jr., Director
Dated: January 11, 2001 By /s/ JOHN LAMACCHIA
-----------------------------------------
John LaMacchia, Director
Dated: January 11, 2001 By /s/ FRANK T. MACINNIS
-----------------------------------------
Frank T. MacInnis, Director
Dated: January 11, 2001 By /s/ DONALD R. SHEPHERD
-----------------------------------------
Donald R. Shepherd, Director
Dated: January 11, 2001 By /s/ R. J. SHOPF
-----------------------------------------
R. J. Shopf, Director
Dated: January 11, 2001 By /s/ A. STANLEY WEST
-----------------------------------------
A. Stanley West, Director
Dated: January 11, 2001 By /s/ MICHAEL T. YONKER
-----------------------------------------
Michael T. Yonker, Director
40
