-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jnh6t1eh45o2Oxb53TlVKK9ppo6JzhZtstjIKefuZSjKVhCdnl5lL4w+LRYTe5iI JBy68Nhl9JLDO9EEg6qjIw== 0000909518-97-000106.txt : 19970222 0000909518-97-000106.hdr.sgml : 19970222 ACCESSION NUMBER: 0000909518-97-000106 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970214 SROS: NASD GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL DYNAMICS INC CENTRAL INDEX KEY: 0001022671 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 351929476 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49143 FILM NUMBER: 97535194 BUSINESS ADDRESS: STREET 1: 4500 COUNTY RD 59 CITY: BUTLER STATE: IN ZIP: 46721 BUSINESS PHONE: 2198688000 MAIL ADDRESS: STREET 1: 4500 COUNTY RD 59 CITY: BUTLER STATE: IN ZIP: 46721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13G 1 SCHEDULE 13 G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------- Steel Dynamics, Inc. -------------------------------------------------------------------------- (Name of Issuer) Common Stock 858119100 ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) ------------- The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) (Page 1 of 14 Pages) CUSIP No. 858119100 13G Page 2 of 14 1 NAME OF REPORTING General Electric Capital PERSON: Corporation S.S. OR I.R.S. 13-1500700 IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] GROUP: (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF New York ORGANIZATION: NUMBER OF 5 SOLE VOTING POWER: 5,750,029 (SEE FOOTNOTE 1 TO SHARES ITEM 4) BENEFICIALLY 6 SHARED VOTING POWER: - 0 - OWNED BY EACH 7 SOLE DISPOSITIVE 5,750,029 (see footnote 2 to REPORTING POWER: Item 4) PERSON WITH 8 SHARED DISPOSITIVE - 0 - POWER: 9 AGGREGATE AMOUNT 5,750,029 (SEE FOOTNOTE 1 TO BENEFICIALLY OWNED BY ITEM 4) REPORTING PERSON: 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [x] EXCLUDES CERTAIN SHARES: 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 12.0 (9): 12 TYPE OF REPORTING CO PERSON: CUSIP No. 858119100 13G Page 3 of 14 1 NAME OF REPORTING General Electric Capital Services, PERSON: Inc. S.S. OR I.R.S. 06-1109503 IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] GROUP: (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 5 SOLE VOTING POWER: DISCLAIMED (SEE 9 BELOW) SHARES BENEFICIALLY 6 SHARED VOTING POWER: - 0 - OWNED BY EACH 7 SOLE DISPOSITIVE Disclaimed (see 9 below) REPORTING POWER: PERSON WITH 8 SHARED DISPOSITIVE - 0 - POWER: 9 AGGREGATE AMOUNT BENEFICIAL OWNERSHIP OF ALL BENEFICIALLY OWNED BY SHARES IS DISCLAIMED BY REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES, INC. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [_] EXCLUDES CERTAIN SHARES: 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): Not applicable (see 9 above) 12 TYPE OF REPORTING CO PERSON: CUSIP No. 858119100 13G Page 4 of 14 1 NAME OF REPORTING General Electric Company PERSON: S.S. OR I.R.S. 14-0689340 IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] GROUP: (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF New York ORGANIZATION: NUMBER OF 5 SOLE VOTING POWER: DISCLAIMED (SEE 9 BELOW) SHARES BENEFICIALLY 6 SHARED VOTING POWER: - 0 - OWNED BY EACH 7 SOLE DISPOSITIVE Disclaimed (see 9 below) REPORTING POWER: PERSON WITH 8 SHARED DISPOSITIVE - 0 - POWER: 9 AGGREGATE AMOUNT BENEFICIAL OWNERSHIP OF ALL BENEFICIALLY OWNED BY SHARES IS DISCLAIMED BY REPORTING PERSON: GENERAL ELECTRIC COMPANY 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [_] EXCLUDES CERTAIN SHARES: 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): Not applicable (see 9 above) 12 TYPE OF REPORTING CO PERSON: Item 1(a): Name of Issuer: Steel Dynamics, Inc. Item 1(b): Address of Issuer's Principal Executive Offices: 4500 County Road 59 Butler, Indiana 46721 Item 2(a): Name of Person Filing: General Electric Capital Corporation ("GECC"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE"). GECS is a wholly-owned subsidiary of GE; GECC is a wholly-owned subsidiary of GECS. Item 2(b): Address of Principal Business Office: GECC: 260 Long Ridge Road Stamford, CT 06927 GECS: 260 Long Ridge Road Stamford, CT 06927 GE: 3135 Easton Turnpike Fairfield, CT 06431 Item 2(c): Citizenship: GECC: Incorporated in New York GECS: Incorporated in Delaware GE: Incorporated in New York Item 2(d): Title of Class of Securities: Common Stock Item 2(e): CUSIP Number: 858119100 Item 3: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Not Applicable Item 4: Ownership: (a) GECC beneficially owns 5,750,029 shares of the Common Stock.1 Except as disclosed in this - --------------------------- (1) GECC is a party to a Stockholders Agreement, dated as of June 30, 1994 (as amended, the "Stockholders Agreement"), among the Issuer, GECC and various other stockholder groups identified therein as the "Bain Group," the "Whitney Group," "Heavy Metal" (Heavy Metal, L.C.), the "Keylock Group," "Low Cost" (Low Cost Limited Partnership), the "Management Group" (Messrs. Keith E. Busse, Mark D. Millett, Richard P. Teets, Jr. and Tracy L. Shellabarger and the Steel Ink Company), "Preussag" (Preussag Stahl AG), "Sumitomo" (Sumitomo Corporation and Sumitomo Corporation of America) and members of the "Subdebt Group." Pursuant to the Stockholders Agreement, the shares owned by the stockholder signatories (the "Stockholder Shares") to the Stockholders Agreement are subject to certain prior rights and obligations as between the parties. For a period of 10 years or until a "public float" has been realized (defined as the date upon which 25% of the outstanding Common Stock of the Issuer has been sold pursuant to effective registration statements under the Securities Act of 1933, as amended), each holder of Stockholder Shares (including GECC) has agreed to vote all of its Stockholder Shares to, inter alia, maintain the authorized number of directors on the Issuer's Board of Directors at an agreed level (currently 10 persons) and, further, to elect to the Board one representative designated by the holders of a majority of the Bain Shares, one representative designated by the holders of a majority of the GECC Shares, one representative designated by the holders of a majority of the Heavy Metal Shares, one representative designated by the holders of a majority of the Keylock Shares, one representative designated by the holders of a majority of the Keith Busse Shares, one representative designated by the holders of a majority of the Mark Millett Shares, one representative designated by the (continued...) Page 5 of 14 Item 4(a), none of GECC, GECS and GE beneficially owns any securities of the Issuer or has a right to acquire any securities of the Issuer. (b) GECC beneficially owns 12.0% of the Common Stock.1 Beneficial ownership of all shares of the Common Stock is disclaimed by each of GECS and GE. (c) (i) GECC has the sole power to vote or to direct the voting of 5,750,029 shares of the Common Stock (subject to the Stockholders Agreement described below in footnote 1).1 Except as disclosed in this Item 4(c)(i), none of GECC, GECS and GE has the sole power to vote or to direct the voting of any shares of the Common Stock. (ii) None of GECC, GECS and GE has shared power to vote or to direct the voting of any shares of the Common Stock.1 (iii) GECC has the sole power to dispose or to direct the disposition of 5,750,029 shares of the Common Stock (subject to the Lock-Up Letter described below in footnote 2).2 Except as disclosed in this Item 4(c)(iii), none of GECC, GECS and GE has the sole power to dispose or direct the disposition of any shares of the Common Stock. (iv) None of GECC, GECS and GE has shared power to dispose or to direct the disposition of any shares of the Common Stock.2 Item 5: Ownership of Five Percent or Less of a Class: Not applicable Item 6: Ownership of More than Five Percent on Behalf of Another Person: Not applicable - ---------------------------------- (1) (...continued) the holders of a majority of the Richard Teets Shares, one representative designated by the holders of a majority of the Busse, Millett, and Teets Shares, one representative designated by the holders of a majority of the Whitney Shares, and one representative designated by the holders of a majority of the Preussag Shares. In addition, in the event that the Issuer's Board of Directors approves a sale of the Issuer, not otherwise prohibited, each holder of Stockholder Shares is required pursuant to the Stockholders Agreement to consent thereto. This undertaking, however, ceases to apply upon the earlier to occur of a sale of the Issuer or the realization of a "public float." As of December 31, 1996, the other stockholder parties to the Stockholders Agreement owned 30,727,000 shares of the Common Stock in addition to the 5,750,029 Stockholder Shares owned by GECC for a combined total of 36,477,029 shares of the Common Stock, or 76.3% of the shares of Common Stock outstanding as of December 31, 1996. For so long as the hereinabove described provisions of the Stockholders Agreement remain in effect, GECC may be deemed by virtue of the Stockholders Agreement to share voting power with the other stockholder parties to the Stockholders Agreement as to matters subject to the Stockholders Agreement and, hence, to beneficially own all of the Stockholder Shares. GECC disclaims beneficial ownership of all shares of Common Stock other than the 5,750,029 shares of Common Stock owned by GECC. Page 6 of 14 Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8: Identification and Classification of Members of the Group: Not applicable Item 9: Notice of Dissolution of Group: Not applicable Item 10: Certification: Not applicable - ---------------------------------- (2) GECC is a party to a "lock-up" letter agreement, dated November 7, 1996 (the "Lock-Up Letter"), with Morgan Stanley & Co. Incorporated ("Morgan Stanley"), pursuant to which GECC agreed that GECC would not, for a period of 180 days following November 21, 1996, without the prior written consent of Morgan Stanley, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (provided that such shares or securities were either owned by GECC on the date of the Lock-Up Letter or thereafter acquired prior to or in connection with the public offering of shares of the Common Stock underwritten by a group of underwriters including Morgan Stanley), or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. For so long as the Lock- Up Letter remains in effect, GECC may be deemed to share with Morgan Stanley power to dispose of the shares of Common Stock subject to the Lock-Up Letter. Page 7 of 14 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ WILLIAM D. STRITTMATTER ------------------------------- Name: William D. Strittmatter Title: Vice President and Senior Credit Officer Dated: February 14, 1997 Page 8 of 14 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ NANCY E. BARTON ------------------------------- Name: Nancy E. Barton Title: Senior Vice President and General Counsel Dated: February 14, 1997 Page 9 of 14 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC COMPANY By: /s/ NANCY E. BARTON ------------------------------- Name: Nancy E. Barton Title: Attorney-in-Fact Dated: February 14, 1997 Page 10 of 14 EXHIBIT INDEX Exhibit No. Exhibit Page No. - ----------- ------- -------- 1 Joint Filing Agreement 12 2 Power of Attorney of 13 General Electric Company Page 11 of 14 EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 --------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock of Steel Dynamics, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. Each party to this Joint Filing Agreement expressly authorizes each other party to execute, deliver and file on its behalf such Statement and any and all amendments thereto. This Joint Filing Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 10, 1997. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ WILLIAM D. STRITTMATTER -------------------------------- William D. Strittmatter Vice President and Senior Credit Officer GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ NANCY E. BARTON -------------------------------- Nancy E. Barton Senior Vice President and General Counsel GENERAL ELECTRIC COMPANY By: /s/ NANCY E. BARTON -------------------------------- Nancy E. Barton Attorney-in-Fact Page 12 of 14 HOFS03...:\60\47660\1268\1615\SCHN256S.40E EX-2 3 POWER OF ATTORNEY EXHIBIT 2 --------- POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Nancy E. Barton Jeffrey S. Werner Michael A. Gaudino John J. Walker Michael E. Pralle Paul J. Licursi Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 1998. Page 13 of 14 IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 5th day of June, 1996. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------------------ Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - ----------------------------- Robert E. Healing, Attesting Secretary Page 14 of 14 HOFS03...:\60\47660\1268\1615\EXH2147K.190 -----END PRIVACY-ENHANCED MESSAGE-----