-----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, K5P5/cnDrwn+pVNl5PcnfSD6B6P57W4zg1R+cfR5zfD65GQ5M8XUxzdrULd3bSAc 88UAvm/wUC2K8bmH/F+m5w== 0001104659-07-048286.txt : 20070618 0001104659-07-048286.hdr.sgml : 20070618 20070618153059 ACCESSION NUMBER: 0001104659-07-048286 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070613 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070618 DATE AS OF CHANGE: 20070618 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: 07925691 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 a07-16826_18k.htm 8-K

 

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): June 18, 2007 (June 13, 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 1.01.  Entry into a Material Definitive Agreement.

On June 13, 2007, Steel Dynamics, Inc. and its direct wholly-owned subsidiary, Tech Sub, Inc., a Delaware Corporation (“Merger Subsidiary”) entered into an agreement and plan of merger (the “Merger Agreement”) with The Techs Holdings, Inc. (“Techs”), a Delaware corporation.  The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Techs will merge with and into Merger Subsidiary, with the Techs continuing as the surviving corporation and a direct wholly-owned subsidiary of Steel Dynamics.

Steel Dynamics will pay $360 million for the Techs subject to certain closing adjustments.  The completion of the Merger is subject to antitrust regulatory approval, as well as to other customary closing conditions.  The parities plan to close the transaction on or about July 2, 2007.

Item 8.01. Other Events.

On June 13, 2007, Steel Dynamics issued a press release announcing the execution of the Merger Agreement.  A copy of such press release is furnished herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

( c )                            Exhibits.

Exhibit Number

 

Description

99.1

 

A press release dated June 13, 2007 titled “Steel Dynamics Agrees to Acquire The Techs.”

 

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: June 18, 2007

By: Theresa E. Wagler

 

 

 

Title: Chief Financial Officer

 

3



EX-99.1 2 a07-16826_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Press Release
June 13, 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 Agrees to Acquire The Techs

FORT WAYNE, INDIANA, June 13, 2007 –Steel Dynamics, Inc. (NASDAQ-GS:STLD) today announced that it has entered into a definitive agreement to acquire The Techs, a Pennsylvania-based flat-rolled-steel galvanizing company. The company includes three hot-dip galvanizing facilities in the Pittsburgh, PA, area. Steel Dynamics will pay $360 million for the company on a cash free debt free basis, subject to certain adjustments. The acquisition is expected to close on or about July 2, 2007.

The Techs business operations consist of three facilities, GalvTech, MetalTech, and NexTech, each specializing in the galvanizing of specific types of flat-rolled steels. In 2006 the privately held company shipped 958,000 tons of galvanized steel and generated revenues of $811 million. The Techs specializes in non-automotive applications, serving a variety of customers in the HVAC, commercial construction, and consumer goods markets. About 85 percent of its sales are to customers in the eastern U.S. and the Midwest.

“The Techs represents an excellent opportunity for Steel Dynamics to expand its participation in the value-added steel coating business,” said Mark Millett, President and COO for Flat Rolled Steels and Ferrous Resources. “Its management and employees have done a fine job building an outstanding company by focusing on quality and service, resulting in a very loyal non-automotive customer base.

“This additional business complements our three existing galvanizing lines at Butler and Jeffersonville, Indiana, which utilize steel sheet produced at our Butler mill. Like our existing operations, these plants process both hot-rolled and cold-rolled steel in a range of gauges. This acquisition will approximately double SDI’s hot-dip galvanizing capacity,” Millett said.

Steel substrate used by The Techs is expected to continue to be supplied by a variety of nearby suppliers, which have also, in the past, included SDI. The Techs’ three modern, efficient facilities, constructed in 1984, 1990 and 1996, have a combined annual galvanizing capacity of about one million tons. Together, the three non-union facilities employ approximately 225 people. The plants will operate under their current management as The Techs, an independent Steel Dynamics business unit reporting to Mr. Millett.

Forward Looking Statements

This press release contains predictive statements about an acquisition of an operating business and the expected successful operation of its facilities after the investment is made. 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 the many 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’s Web site, www.sec.gov and on the company’s Web site, www.steeldynamics.com.

Contact:  Fred Warner, Investor Relations Manager, (260) 969-3564 or f.warner@steeldynamics.com



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