<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 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 number: 33-67532
SHEFFIELD STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-2191557
(State or other (I.R.S. Employer
jurisdiction of incorporation) identification No.)
220 North Jefferson Street
Sand Springs, OK 74063
(Address of principal executive offices)
(918) 245-1335
(Registrant's telephone number, including area code)
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 _____
At the date of this filing, there were 3,517,626 shares of the Registrant's
$.01 par value Common Stock outstanding. The aggregate market value of voting
stock held by non-affiliates is unknown, as the Registrant's stock is not traded
on an established public trading market.
<PAGE>
SHEFFIELD STEEL CORPORATION
FORM 10-Q
Index
Page
----
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets -
October 31, 2000 and April 30, 2000 3
Consolidated Condensed Statements of Operations -
Three and six month periods ended October 31, 2000 and 1999 4
Consolidated Condensed Statements of Cash Flows -
Six months ended October 31, 2000 and 1999 5
Notes to Consolidated Condensed Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-14
Part II. Other Information
Item 1. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
Signature 16
2
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
October 31
2000 April 30,
Assets Unaudited 2000
------ --------- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 148 79
Accounts receivable, less allowance for doubtful accounts of $444
at October 31, 2000 and $541at April 30, 2000 22,494 25,320
Inventories 45,354 49,333
Other current assets 5,480 4,727
-------- -------
Total current assets 73,476 79,459
Property, plant and equipment, net 66,359 66,245
Intangible assets, net 8,842 9,346
Other assets 3,328 3,560
Deferred income tax asset, net 1,843 1,843
-------- -------
$153,848 160,453
======== =======
Liabilities and Stockholders' Deficit
-------------------------------------
Current liabilities:
Current portion of long-term debt $ 2,607 2,607
Accounts payable 13,669 20,722
Accrued interest payable 5,397 5,385
Accrued liabilities 6,571 6,701
-------- -------
Total current liabilities 28,244 35,415
Long-term debt, excluding current portion 135,953 130,135
Accrued post-retirement benefit costs 14,166 13,374
Other liabilities 1,169 742
-------- -------
Total liabilities 179,532 179,666
-------- -------
Stockholders' deficit:
Common stock 36 35
Additional paid-in capital - -
Accumulated deficit (23,474) (18,141)
-------- -------
(23,438) (18,106)
Less loans to stockholders 2,246 1,107
-------- -------
Total stockholders' deficit (25,684) (19,213)
-------- -------
$153,848 160,453
======== =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
October 31, October 31,
----------------------- -----------------------
2000 1999 2000 1999
------- ------ ------ ------
<S> <C> <C> <C> <C>
Sales $45,769 42,513 91,544 85,452
Cost of sales 36,952 32,789 73,175 64,610
------- ------ ------ ------
Gross profit 8,817 9,724 18,369 20,842
Selling, general and administrative expense 4,080 3,819 7,768 7,917
Depreciation and amortization expense 2,108 2,075 4,212 4,159
Postretirement benefit expense other than pensions 646 646 1,292 1,292
Litigation settlement - - - (2,326)
------- ------ ------ ------
Operating income 1,983 3,184 5,097 9,800
Other expense:
Interest expense, net 4,148 3,710 8,261 7,408
Other 4 15 4 148
------- ------ ------ ------
4,152 3,725 8,265 7,556
------- ------ ------ ------
Income (loss) from operations before
Income taxes (2,169) (541) (3,168) 2,244
Income tax expense - - - -
------- ------ ------ ------
Net income (loss) $(2,169) (541) (3,168) 2,244
======= ====== ====== ======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
October 31,
-------------------------
2000 1999
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(3,168) $ 2,244
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation and amortization 4,344 4,321
Loss (gain) on sale of assets held for sale - 118
Accrual of postretirement benefits other than pensions,
Net of cash paid 792 790
Changes in assets and liabilities (460) (4,473)
------- -------
Net cash provided by operating activities 1,508 3,000
------- -------
Cash flows from investing activities:
Capital expenditures (3,968) (3,229)
Proceeds from sale of assets held for sale - 182
------- -------
Net cash used in investing activities (3,968) (3,047)
------- -------
Cash flows from financing activities:
Net increase (decrease) in long-term debt 5,818 (356)
Other (3,289) 401
------- -------
Net cash provided by financing activities 2,529 45
------- -------
Net (decrease) increase in cash 69 (2)
Cash and cash equivalents at beginning of period 79 86
------- -------
Cash and cash equivalents at end of period 148 84
======= =======
Supplemental disclosure of cash flow information
------------------------------------------------
Cash paid during the period for interest 8,087 7,203
======= =======
Cash paid during the period for income taxes - 105
======= =======
Noncash item:
Dividend declared - 2,500
Increase in loans to Shareholders 1,139 -
======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
October 31, 1999 and 2000
(In thousands)
(Unaudited)
1) Basis of Presentation and Summary of Accounting Policies
The consolidated financial statements of Sheffield Steel Corporation (the
Company, which may be referred to as we, us or our) include the accounts of its
divisions, Sheffield Steel-Sand Springs (Sand Springs), Sheffield Steel-Kansas
City (Kansas City), and Sheffield Steel-Joliet (Joliet) and its wholly owned
subsidiaries, Waddell's Rebar Fabricators, Inc. (Waddell), Wellington
Industries, Inc. (Wellington) and Sand Springs Railway Company (the Railway).
HMK Enterprises, Inc. (HMK) owns approximately 91% of our currently issued and
outstanding common stock. All material intercompany transactions and balances
have been eliminated in consolidation. Our primary business is the production of
concrete reinforcing bar, fence posts, and a range of hot rolled bar products
including rounds, flats and squares. Our products are sold throughout the
continental United States. We operate in a single operating segment providing
steel products and services to the steel manufacturing and fabricating industry.
These condensed consolidated interim financial statements have been prepared by
us without audit, according to the rules and regulations of the Securities and
Exchange Commission and reflect all adjustments that we believe were necessary
for a fair statement of the results for the interim periods. All adjustments
made were normal recurring accruals. We suggest that these interim financial
statements are read in conjunction with the financial statements and notes
contained in our Form 10-K for the year ended April 30, 2000. Operating results
for the three months ended October 31, 2000 are not necessarily indicative of
the results that we expect for the year ending April 30, 2001.
2) Inventories
The components of inventories are as follows:
October 31,
2000 April 30,
(Unaudited) 2000
----------- ----
Raw materials and storeroom supplies $11,630 11,419
Work in process 13,958 16,357
Finished goods 19,766 21,557
------- ------
$45,354 49,333
======= ======
6
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements, Continued
3) Long-term Debt
Long-term debt is comprised of the following: October 31,
2000 April 30,
Unaudited 2000
----------- ---------
First mortgage notes $110,000 110,000
Revolving credit agreement 22,446 15,380
Railway term loan 2,000 2,000
Railway revolving credit agreement 63 92
Equipment notes 3,063 3,543
Notes payable 988 1,727
-------- -------
138,560 132,742
Less current portion 2,607 2,607
-------- -------
$135,953 130,135
======== =======
4) Litigation Settlement
We were party to a lawsuit with several other steel manufacturers against
certain manufacturers of graphite electrodes related to price fixing within the
electrode industry. We recognized approximately $2,326 in the first quarter of
fiscal 2000 related to settlements reached with certain of the defendants.
7
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
The following discussion should be read in conjunction with our Consolidated
Condensed Financial Statements and notes included in this Form 10-Q.
Results of Operations
The results of operations are dependent on the level of construction,
infrastructure spending, oil and gas, agribusiness, world steel economy, and
general economic activity in the U.S. Our sales are seasonal with the third
fiscal quarter generally being weaker than the rest of the year. The major cost
components of our products are steel scrap and other raw materials, energy,
labor, warehousing and handling, and freight costs.
The following table provides information regarding the historical results of
operations (in thousands) for the quarters ended October 31, 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Ended October 31,
-------------------------------------------------------------
2000 1999
--------------------------- ---------------------------
Operating Results: Net Sales % of Sales Net Sales % of Sales
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Sales $45,769 100.0% 42,513 100.0%
Cost of sales 36,952 80.7% 32,789 77.1%
------- ------
Gross Profit 8,817 19.3% 9,724 22.9%
Selling and administrative 4,080 8.9% 3,819 9.0%
Depreciation and amortization 2,108 4.6% 2,075 4.9%
Postretirement benefit expense 646 1.4% 646 1.5%
------- ------
Operating income 1,983 4.3% 3,184 7.5%
Interest expense, net 4,148 9.1% 3,710 8.7%
Other 4 0.0% 15 0.0%
------- ------
Income (loss) from operations
before income taxes (2,169) (4.7%) (541) (1.3%)
Income tax expense - - - -
------- ------
Net income (loss) $(2,169) (4.7%) (541) (1.3%)
======= ======
</TABLE>
8
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
The following table provides information regarding the historical shipment
levels and average selling prices per ton:
Three Months Ended October 31,
------------------------------
2000 1999
------- -------
Tons shipped:
Hot Rolled Bars 43,072 38,648
Rebar 53,054 47,795
Fabricated Products 17,668 17,106
------- -------
Total finished products 113,794 103,549
Billets 14,171 14,618
------- -------
Total tons shipped 127,965 118,167
======= =======
Average price per ton shipped 358 360
Average production cost per ton 289 277
Three Months Ended October 31, 2000 As Compared To Three Months Ended October
31, 1999
Sales. Sales for the second quarter of fiscal 2001 were $45.8 million.
Shipments increased in comparison to the same quarter in the prior year, while
pricing generally decreased as summarized below:
. In comparison to the second quarter of fiscal 2000, shipments of our hot
rolled bar products out of Sand Springs increased 49%. The Sand Springs
Rolling Mill's productivity rates increased over the prior year
contributing to increased sales volume. Joliet shipments decreased 5% due
to market conditions in the world and domestic steel business and notable
weakness in the agricultural equipment industry. Pricing of hot rolled bar
products decreased approximately 2% due primarily to product mix,
particularly the increase in shipments from Sand Springs and the decrease
from Joliet. Certain competitive pressures also influenced pricing.
. Rebar shipments increased 11% due to improved weather in our region
compared to the second quarter of fiscal year 2000 and continued strength
in this sector. Rebar demand continues to be strong, however pricing on
twenty-foot and no-grade rebar is down in comparison to the prior year due
to the continued impact of imports.
. Fabricated product shipments increased 3% as this downstream product group
continues to be a steady performer for Sheffield. Pricing improved by 1%,
primarily due to sales mix.
. Billet shipments were essentially consistent with last year.
Cost of Sales and Expenses. Average product costs increased to $289 in the
second quarter of fiscal 2001 from $277 in the second quarter of fiscal 2000 due
to increases in energy costs and higher costs associated with finished goods
product mix. Hot rolled bar and rebar shipments were 9,683 tons higher in the
second quarter of fiscal 2001 compared to the same quarter in fiscal 2000.
Because of energy costs increasing, we expect our gas and electric utility costs
to increase approximately $0.4 million per month for the foreseeable future.
Lower scrap steel costs should offset this added expense.
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
9
<PAGE>
Selling, general and administrative expenses increased approximately $0.3
million over the second quarter of fiscal 2000, due to costs associated with
process control engineering and design, as well as third party work on certain
business systems incurred the second quarter of fiscal 2001.
Interest expense increased in comparison to the second fiscal quarter of the
prior year due to higher interest rates on our revolving credit agreement and
the level of outstanding debt during the quarter. In the past year, additions
to debt were due to working capital requirements, capital expenditures, and
purchases of common stock.
Six Months Ended October 31, 2000 As Compared To Six Months Ended October 31,
1999
The following table provides information regarding the historical results of
operations (in thousands) for the six months ended October 31, 2000 and 1999:
<TABLE>
<CAPTION>
Six Months Ended October 31,
---------------------------------------------------------------
2000 1999
---------------------------------------------------------------
Operating Results: Net Sales % of Sales Net Sales % of Sales
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Sales $91,544 100.0% 85,452 100.0%
Cost of sales 73,175 79.9% 64,610 75.6%
------- ------
Gross Profit 18,369 20.1% 20,842 24.4%
Selling and administrative 7,768 8.5% 7,917 9.3%
Depreciation and amortization 4,212 4.6% 4,159 4.9%
Postretirement benefit expense 1,292 1.4% 1,292 1.5%
Litigation settlement - - (2,326) (2.7%)
------- ------
Operating income 5,097 5.6% 9,800 11.5%
Interest expense, net 8,261 9.0% 7,408 8.7%
Other 4 0.0% 148 0.2%
------- ------
Income (loss) from operations
before income tax (3,168) (3.5%) 2,244 2.6%
Income tax expense - - - -
------- ------
Net income (loss) $(3,168) (3.5%) 2,244 2.6%
======= ======
</TABLE>
10
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
The following table provides information regarding the historical shipment
levels and average selling prices per ton:
Six Months Ended October 31,
---------------------------
2000 1999
------- ------
Tons shipped:
Hot Rolled Bars 88,150 77,100
Rebar 101,441 98,693
Fabricated Products 36,609 34,679
------- -------
Total finished products 226,200 210,472
Billets 26,264 23,011
------- -------
Total tons shipped 252,464 233,483
======= =======
Average price per ton shipped 363 366
Average production cost per ton 290 277
Sales. Sales for the six months ended October 31, 2000 were $91.5 million.
Shipments increased in comparison to the period in the prior year, while pricing
was slightly decreased as summarized below:
. In comparison to the six months ending October 31, 1999, shipments of our hot
rolled bar products out of Sand Springs increased 59%. The Sand Springs
Rolling Mill's productivity rates increased over the prior year contributing
to increased sales volume. Joliet shipments decreased 5% due to market
conditions in the world and domestic steel business and notable weakness in
the agricultural equipment industry. Pricing of hot rolled bar products
decreased approximately 3% due primarily to product mix, particularly the
increase in shipments from Sand Springs and the decrease from Joliet. Certain
competitive pressures also influenced pricing.
. Rebar shipments increased 3% due to improved market conditions compared to the
six months ended October 31, 1999. Rebar demand continues to be strong,
however pricing on twenty-foot and no-grade rebar is down in comparison to the
prior year due to the continued impact of imports. Pricing was off 2% from the
same period in the prior year.
. Fabricated product shipments increased 6% as this downstream product group
continues to be a steady performer for Sheffield. Pricing is consistent with
same period in the prior year.
. Billet shipments were 14% higher compared to the first six months of last
year.
Cost of Sales and Expenses. Average product costs increased to $290 in the
first six months of fiscal 2001 from $277 in the first six months of fiscal 2000
due to increases in energy costs and higher costs associated with finished goods
product mix. Hot rolled bar and rebar shipments were 13,798 tons higher in the
first six months of fiscal 2001 compared to the same six months in fiscal 2000.
Because of energy costs increasing, we expect our gas and electric utility costs
to increase approximately $0.4 million per month for the foreseeable future.
Lower scrap steel costs should offset this added expense.
11
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
Selling, general and administrative expenses decreased approximately $0.1
million over the first six months of fiscal 2000.
During fiscal 1999, we were parties in a lawsuit with several other steel
manufacturers against certain graphite electrodes manufacturers related to price
fixing within the electrode industry. In the first quarter of fiscal 2000, we
recorded settlements of $2.3 million from different defendants.
Interest expense increased in comparison to the first six months of the prior
year due to higher interest rates on our revolving credit agreement and the
level of outstanding debt during the quarter. In the past year, additions to
debt were due to working capital requirements, capital expenditures, and
purchases of common stock.
Adding to the Sand Springs and Joliet certifications, during July 2000,
Wellington received ISO 9002 quality certification.
Liquidity and Capital Resources
As of October 31, 2000, we had long-term indebtedness of $138.6 million and
approximately $20.5 million of additional borrowing availability under our
revolving credit agreements. We continue to comply with all of our loan
covenants. Borrowings under our revolving credit agreements bear interest at a
floating rate. To the extent that interest rates increase, and to the extent
that amounts outstanding under the revolving credit agreements increase, there
will be corresponding increases in our interest obligations. In addition to
borrowings under the revolving credit agreements, we have historically used cash
flow from operations and equipment financing agreements to fund our investing
activities, including capital expenditures.
Cash flow provided by operating activities was approximately $1.5 million for
the six month period ended October 31, 2000, as compared with cash flow provided
by operating activities of approximately $3.0 million for the six month period
ended October 31, 1999. The reduction in cash flow from operating activities is
partially the result of the cash collected on the electrode litigation
settlement and weaker operating income related to tighter margins due to weak
economic conditions in the current year. Cash used in investing activities in
the six months ended October 31, 2000 was approximately $4.0 million, consisting
entirely of capital expenditures. Primarily all of the capital expenditures
consisted of normal capital projects required or justified economically. For the
six month period ended October 31, 2000, cash provided by financing activities
consisted primarily of draws on the Revolving Credit Facility to fund decreases
in accounts payable, payments on notes payable, and payments to repurchase
common stock.
12
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
Earnings before interest, taxes, depreciation, amortization, and the non-cash
portion of the post-retirement expense (EBITDA) was approximately $4.5 million
for the quarter ended October 31, 2000 compared to approximately $5.7 million
for the same quarter in the prior year, excluding the electrode litigation
settlement. We believe that EBITDA is a valuable measure of our operating cash
flow and we consider it an indicator of our ability to meet interest payments
and fund capital expenditures. EBITDA does not represent and should not be
considered as an alternative to net income or cash flow from operations as
determined by generally accepted accounting principles and EBITDA does not
necessarily indicate whether cash flow will be sufficient for cash requirements.
Our cash flow from operating activities and borrowings under our revolving
credit facilities are expected to be sufficient to fund capital improvements and
meet any near-term working capital requirements. We estimate that our annual
amount of necessary maintenance capital expenditures is approximately $3
million. On a long-term basis, we have significant future debt service
obligations. Our ability to satisfy these obligations and to secure adequate
capital resources in the future will be dependent on our ability to generate
adequate operating cash flow. We expect that our cash flow from operations and
borrowing availability under the revolving credit facilities will be sufficient
to service the First Mortgage Notes and other investing activities. This will be
dependent on our overall operating performance and is subject to general
business, financial and other factors affecting us and others in the domestic
steel industry, as well as prevailing economic conditions, certain of which are
beyond our control. The leveraged position we are in and the restrictive
covenants we have in our bond Indenture and the revolving credit facilities
could significantly limit our ability to withstand competitive pressures or
adverse economic conditions.
New Accounting Pronouncements
In March 2000, the FASB issued Interpretation No. 44, ACCOUNTING FOR CERTAIN
TRANSACTIONS INVOLVING STOCK COMPENSATION: AN INTERPRETATION OF APB OPINION NO.
25. Among other issues, Interpretation No. 44 clarifies the application of
Accounting Principles Board Opinion No. 25 (APB No. 25) regarding (a) the
definition of employee for purposes of applying APB No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
options in a business combination. The provisions of Interpretation No. 44
affecting us have been applied on a prospective basis effective July 1, 2000.
There was no impact from the adoption of this interpretation in the six-month
period ended October 31, 2000.
SEC Staff Accounting Bulletin No. 101, Revenue Recognition and Staff
Accounting Bulletin No. 101A. This guidance adds new Topic 13, Revenue
Recognition, to the SEC Codification of Staff Accounting Bulletins. We
understand that the SEC staff is preparing a document to address significant
implementation issues related to SAB 101. To the extent that SAB 101 ultimately
changes revenue recognition practices, we will adopt SAB 101 no later than the
fourth quarter of fiscal 2001 through a cumulative effect adjustment. We do not
anticipate that the adoption of this Bulletin, as amended, will have a material
impact on our financial position and results of operations.
13
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our earnings are affected by changes in interest rates (primarily the prime
rate). At October 31, 2000, we had approximately $27.6 million of long-term
debt with variable rates. Therefore, we may have changes in interest expense
due to fluctuations of interest rates in the markets. Interest risk can be
estimated by measuring the impact of a 10% increase in interest rates. We would
incur an additional $262 thousand of interest expense per year on our variable
rate borrowing if our debt levels remained approximately the same as at October
31, 2000. Because we experience changes in our debt levels due to operating
requirements or changes in the general economic environment that we are unable
to predict, this estimate assumes no changes in our financial structure. The
fair value of our First Mortgage Notes at October 31, 2000, based on the
currently offered market price was $60.5 million versus a carrying value of
approximately $110 million.
14
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any significant pending legal proceedings other than
litigation incidental to our business that we believe will not materially affect
our financial position or results of operations. Such claims against us are
ordinarily covered by insurance. We can give no assurance, however, that
insurance will be available in the future at reasonable rates.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLERS
At the Annual Meeting of Stockholders held on August 29, 2000, for which
proxies for the meeting were solicited pursuant to Regulation 14A of the
Securities Exchange Act of 1934, the stockholders of the Company unanimously
elected Steven E. Karol, Robert W. Ackerman, Dale S. Okonow, Howard H.
Stevenson, Robert Schaal, and Jane M. Karol to serve as members of the Board of
Directors for a period of one year.
At the Annual Meeting of Stockholders, the stockholders also unanimously
approved the reappointment of KPMG LLP as independent auditors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
See exhibit index.
B. Reports on Form 8-K
No reports on Form 8-K were filed during the second quarter ended October 31,
2000.
15
<PAGE>
SHEFFIELD STEEL CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized.
SHEFFIELD STEEL CORPORATION
Date: December 13, 2000 /s/ James P. Nolan
--------------------- ----------------------------------
James P. Nolan, President
and Chief Operating Officer
Date: December 13, 2000 /s/ Stephen R. Johnson
--------------------- ----------------------------------
Stephen R. Johnson, Vice President
and Chief Financial Officer
16
<PAGE>
Exhibit Index
Exhibit No. Description Page No.
----------- ----------- --------
10.39 First Amendment to Project Lease Agreement between 18
TA Steel I, LLC, as Lessor and Sheffield Steel
Corporation, as Lessee dated December 4, 2000.
27 Financial Data Schedule
