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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 10, 1998 (December 15, 1997)
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Consolidated Stainless, Inc.
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(Exact name of registrant as specified in its charter)
Ronald J. Adams
President
Consolidated Stainless, Inc.
1601 East Amelia Street
Orlando, Florida 32803
Delaware 000-22690 59-1669166
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
1601 East Amelia Street, Orlando, Florida 32803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 896-4000
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Copy to:
Peter W. Rothberg, Esq.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel
200 Park Avenue
New York, New York 10166
(212) 801-9200
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(Former Name or Former Address, if Changed Since Last Report)
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Item 3. BANKRUPTCY OR RECEIVERSHIP.
On December 15, 1997, Consolidated Stainless, Inc. (the "Company") filed
for relief under Chapter 11 of the United States Bankruptcy Code (11 U.S.C.
Sections 101-1330) in the United States Bankruptcy Court for the District of
Delaware, Case No. 97-2593 (the "Bankruptcy Filing"). In connection with the
Bankruptcy Filing, the Company entered into a debtor-in-possession financing
arrangement with Mellon Bank, N.A., which is secured by the assets of the
Company.
On December 16, 1997, the Company issued a press release relating to the
Bankruptcy Filing, the text of which is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
99.1. Text of Press Release dated December 16, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSOLIDATED STAINLESS, INC.
(Registrant)
Date: March 10, 1998 By: /s/ Burton R. Chasnov
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Burton R. Chasnov,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1. Text of Press Release dated December 16,
1997.
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EXHIBIT 99.1
CONSOLIDATED PRESS RELEASE
"CONSOLIDATED STAINLESS FILES FOR REORGANIZATION"
ORLANDO, Florida (December 16, 1997) - Consolidated Stainless, Inc. (NASDAQ/NMS:
"PIPE") announced today that it commenced a voluntary Chapter 11 reorganization
case on December 15, 1997 in order to reorganize and restructure its financial
affairs.
As part of the filing, the Company secured financing arrangements with Mellon
Bank, N.A., subject to court approval. The new line of credit is secured by the
assets of the Company, and provides for payment of customary operating expenses.
Harvey B. Adams, chief executive officer of Consolidated Stainless, Inc.,
stated: "We are not liquidating the Company. Business will continue and it
is our plan to reorganize and be out of Chapter 11 as soon as possible. Our
core business is excellent and we have already contacted our major customers
to reassure them that we can meet their needs."
Consolidated Stainless, Inc. manufactures stainless steel pipe, ornamental and
structural tubing, and nipples, and supplies a broad line of stainless and
exotic alloy pipe, valves, and fittings (PVF) and related products through its
distribution network. The Company's customers include original equipment
manufacturers, commercial and industrial end-users and other distributors
throughout the United States and Canada. Headquartered in Orlando, Florida,
Consolidated's primary production facilities are located in Auburndale, Florida
and Lakeland, Florida. The Company operates seven distribution/service centers
in Florida (3), California, Georgia, Illinois and Texas.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995.
The statements contained herein that are not historical facts may be forward
looking statements. The forward looking statements are subject to certain risks
and uncertainties, including without limitation those identified below, which
could cause actual results to differ materially from historical results or those
anticipated. Readers are cautioned not to place undue reliance on these forward
looking statements, which speak only as of their dates.
The following factors could cause actual results to differ materially from
historical results or those anticipated: adverse economic conditions, the
impact of competitive products and pricing, product demand and acceptance risks,
raw material and other increased costs, customer delays or difficulties in the
production of products, and other risks detailed from time to time in
Consolidated Stainless, Inc.'s Securities and Exchange Commission filings.
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Copies of the reorganization pleadings are available from Tri-State Couriers
(contact: Michelle Bowman), at (302) 654-3345.
For further information, please contact: Burton R. Chasnov, Exec. V.P. and
Chief Financial Officer, at (407) 896-4000.
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