-----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, CFw6nrwOmN666elMKj8Jrq05OfnWh/MOs7WLCQ7+NmnudPV1LcgGA5lr9gikyyuZ n+vIzuwwNBnfrSC6a0R6Jw== 0001104659-07-032195.txt : 20070427 0001104659-07-032195.hdr.sgml : 20070427 20070427102552 ACCESSION NUMBER: 0001104659-07-032195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070426 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21719 FILM NUMBER: 07793713 BUSINESS ADDRESS: STREET 1: 6714 POINTE INVERNESS WAY STREET 2: SUITE 200 CITY: FORT WAYNE STATE: IN ZIP: 46804 BUSINESS PHONE: 2604593553 MAIL ADDRESS: STREET 1: 6714 POINTE INVERNESS WAY STREET 2: SUITE 200 CITY: FORT WAYNE STATE: IN ZIP: 46804 8-K 1 a07-12558_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549


FORM 8-K

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 27, 2007 (April 26, 2007)

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)

 

Identification No.)

 

 

 

6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  260-459-3553

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




Item 8.01.  Other Events

On April 26, 2007, Steel Dynamics, Inc. issued a press release entitled “Steel Dynamics Issues Statement Regarding Industry Consolidation Activity.”  The full text of the press release is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

( c )         Exhibits.

Exhibit Number

 

Description

99.1

 

A press release dated April 26, 2007 titled “Steel Dynamics Issues Statement Regarding Industry Consolidation Activity.”

 

2




SIGNATURE

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 hereto duly authorized.

STEEL DYNAMICS, INC.

 

 

 

/s/  THERESA E. WAGLER

 

Date: April 27, 2007

By:

Theresa E. Wagler

 

 

 

 

Title: Vice President

 

3



EX-99.1 2 a07-12558_1ex99d1.htm EX-99.1

Exhibit 99.1

Press Release
April 26, 2007

6714 Pointe Inverness Way, Suite 200

Fort Wayne, IN 46804-7932

260.459.3553 Phone

 

260.969.3590 Fax

 

www.steeldynamics.com

Steel Dynamics Issues Statement Regarding Industry Consolidation Activity

FORT WAYNE, INDIANA, April 26, 2007— Steel Dynamics, Inc. (NASDAQ-GS: STLD) today issued a statement to clarify its position regarding recent consolidation activity in the U.S. metals industry. In response to inquiries and comments recently made in the press regarding M&A activity, SDI stated that it is not currently in talks concerning, nor does it have any immediate plans to involve itself in, any of the potential primary-steelmaking consolidation transactions that have recently been the focus of interest in the financial press.

“SDI is a growth company that has always prudently evaluated growth opportunities whether they are organic or by acquisition,” said Keith Busse, Chairman and CEO of Steel Dynamics. “We believe that some of the multiples being paid, offered, or suggested for certain steel-making assets may not represent the best values or alternatives for SDI shareholders. Organic or greenfield growth in certain sectors (expanding existing SDI facilities, or building and operating new, more cost-effective operations) may well be a better alternative.

“Since our start-up in 1996, Steel Dynamics has achieved a compound annual growth rate of over 20 percent and has consistently demonstrated some of the best operating and financial metrics among U.S. steelmakers. To a large extent, our growth has resulted from the successful construction and operation of new, efficient steelmaking operations. We have looked at many M&A opportunities over the past few years and have sought to pursue relatively few. The acquisitions we have made in recent years have been at reasonable valuations and are providing strong returns on invested capital.

“Steel Dynamics continues to be interested in pursuing growth at a reasonable price, balancing the additional premium that may be required by an acquisition against the cost of internal growth project opportunities. Our management team, which we regard as one of the industry’s strongest in terms of technical, commercial, and entrepreneurial skills, will continue to look at opportunities that make sense for the company, and thus, our shareholders. Each opportunity will be evaluated on its own merits.

“With respect to SDI’s tolerance for financial leverage, it has not been our practice to over-lever our company, nor do we intend to do so in the future. Through disciplined growth, our debt-to-capitalization ratio has declined markedly over the past few years. SDI’s balance sheet and capital structure depict an extremely strong company with great financial flexibility. While we are in a strong position to undertake various projects to foster further growth, we would only expect to proceed with projects or acquisitions that are prudent from a financial and business operations perspective,” Busse said.




Forward-Looking Statements

This press release contains some predictive statements about future events, such as the merger or acquisition of companies with or by  Steel Dynamics, the possible investment in and/or construction of new production facilities, taking on additional indebtedness, and the company’s strategies to achieve future growth. These strategies are subject to change and may not play out as we currently expect and intend. These statements are intended to be made as “forward-looking,” subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. Such predictive statements are not guarantees of future performance, and actual results could differ materially from our current expectations.

We refer you to SDI’s detailed explanation of factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K and in other reports which we from time to time file with the Securities and Exchange Commission, available publicly on the SEC Web site, www.sec.gov, and on the Steel Dynamics Web site, www.steeldynamics.com

Forward-looking or predictive statements we make are based on our knowledge of our businesses and the environment in which they operate as of the date on which the statements were made.  Due to these risks and uncertainties, as well as matters beyond our control which can affect forward-looking statements, you are cautioned not to place undue reliance on these predictive statements, which speak only as of the date of this press release.  We undertake no duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


Contact:  Fred Warner, Investor Relations Manager, (260) 969-3564 or fax (260) 969-3590

f.warner@steeldynamics.com

2



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