-----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, CEb8B1t0J4ljUyW7ezaQhE09ZLV467xlLqv0Qwq8X/mgWuwuwX8hXP/LMLYgPcuU qMmxoANuMhtzIxhq5/OnMQ== 0000950123-99-005006.txt : 19990521 0000950123-99-005006.hdr.sgml : 19990521 ACCESSION NUMBER: 0000950123-99-005006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990419 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990520 FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21719 FILM NUMBER: 99631385 BUSINESS ADDRESS: STREET 1: 7030 POINTE INVERNESS WAY STREET 2: SUITE 310 CITY: FORT WAYNE STATE: IN ZIP: 46804 BUSINESS PHONE: 2194593553 MAIL ADDRESS: STREET 1: 7030 POINTE INVERNERSS WAY STREET 2: SUITE 310 CITY: FORT WAYNE STATE: IN ZIP: 46804 8-K/A 1 AMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 1999 STEEL DYNAMICS, INC. (Exact name of registrant as specified in its charter) Indiana 0-21719 35-1929476 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation or Identification No.) or organization) 7030 Pointe Inverness Way, Suite 310, 46804 Fort Wayne, Indiana (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: 219-459-3553 (Former name or former address, if changed since last report.) Not Applicable 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On April 19, 1999, the Board of Directors, upon the recommendation of the Audit Committee, appointed Ernst & Young LLP as independent auditors to conduct the Company's Annual Audit for the fiscal year ending December 31, 1999, subject to stockholder approval. If a majority of the shares voting at the Annual Meeting does not approve of the appointment, the Board of Directors will reconsider that appointment. It is believed that representatives of Ernst & Young LLP will be present at the Annual Meeting, will have an opportunity to make a statement if they desire, and will be available to respond to appropriate questions from stockholders. The 1997 and 1998 Annual Audits were conducted by Deloitte & Touche LLP. On April 19, 1999, however, Deloitte & Touche LLP was dismissed as the Company's independent auditors for the 1999 Annual Audit, and the dismissal was approved by the Audit Committee. The reports of Deloitte & Touche LLP for the past two fiscal years did not contain any adverse opinion or any disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, in connection with the audits of the Company's financial statements for the two fiscal years ended December 31, 1997 and December 31, 1998 and during the interim period through April 19, 1999, there were no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. The Company did not at any time during the foregoing period prior to Ernst & Young's engagement consult with that firm regarding the application of any accounting principles to any specified transaction, the type of audit opinion that might be rendered, or with respect to any matter that was either the subject of a disagreement with the Company's prior auditors or that would constitute a reportable event within the scope of Item 304(a) of SEC Regulation S-K. Attached to this Report as Exhibit 16 is a letter dated April 27, 1999 from Deloitte & Touche LLP, addressed to the Commission, setting forth their agreement with the first four sentences of the second paragraph and the first sentence of the third paragraph of this Item. 4. 3 ITEM 5. OTHER EVENTS. In April 1999, the Company's Board of Directors amended Section 3.2 of the Company's Bylaws to reduce the number of directors to nine (9). Such amendment is reflected in the revised Bylaws filed as Exhibit 3.2(a) to this Form 8-K. Item 6. Resignations of Registrant's Directors. Not applicable. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Not applicable. ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. Not applicable. 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. STEEL DYNAMICS, INC. Dated: April 26, 1999 By: /s/ Tracy L. Shellabarger, Secretary ------------------------------------ Tracy L. Shellabarger, Secretary -----END PRIVACY-ENHANCED MESSAGE-----