0001104659-12-085176.txt : 20121219 0001104659-12-085176.hdr.sgml : 20121219 20121219113848 ACCESSION NUMBER: 0001104659-12-085176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121217 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121219 DATE AS OF CHANGE: 20121219 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: 121273535 BUSINESS ADDRESS: STREET 1: 7575 W JEFFERSON BLVD CITY: FORT WAYNE STATE: IN ZIP: 46804 BUSINESS PHONE: 260 459 3553 MAIL ADDRESS: STREET 1: 7575 W JEFFERSON BLVD CITY: FORT WAYNE STATE: IN ZIP: 46804 8-K 1 a12-29733_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) December 19, 2012 (December 17, 2012)

 

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.)

 

7575 West Jefferson Blvd, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  260-969-3500

 

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 December 17, 2012, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Provides Fourth Quarter 2012 Earnings Guidance and Announces Fourth Quarter Cash Dividends.”  The full text of the press release is furnished herewith as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1954, as amended, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is furnished with this report:

 

Exhibit Number

 

Description

 

 

 

99.1

 

A press release dated December 17, 2012, titled “Steel Dynamics Provides Fourth Quarter 2012 Earnings Guidance and Announces Fourth Quarter Cash Dividends.”

 

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: December 19, 2012

By:

Theresa E. Wagler

 

Title:

Chief Financial Officer

 

3


EX-99.1 2 a12-29733_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Press Release

GRAPHIC

 

 

December 17, 2012

7575 W. Jefferson Blvd.

 

Fort Wayne, IN  46804

 

Steel Dynamics Provides Fourth Quarter 2012 Earnings Guidance and

Announces Fourth Quarter Cash Dividends

 

FORT WAYNE, INDIANA, December 17, 2012 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today provided fourth quarter earnings guidance in the range of $0.18 to $0.22 per diluted share, which includes an expected favorable tax adjustment of approximately $0.06 per diluted share. Excluding the tax adjustment, fourth quarter 2012 estimated results would have been in the range of $0.12 to $0.16 per diluted share, comparable to the company’s third quarter adjusted 2012 earnings of $0.15 per diluted share, before charges of $0.09 per diluted share related to refinancing and asset impairment charges.  The company reported earnings of $0.14 per diluted share in the fourth quarter of 2011.

 

Fourth quarter overall steel shipments are expected to be fairly flat in comparison to the third quarter, as increases in sheet volume are expected to be somewhat offset by decreased shipments at the Roanoke Bar and Engineered Bar divisions, with customers continuing to maintain tight control over inventory.  The combination of global economic and political uncertainty continues to impact customer confidence and buying patterns.

 

Metals recycling financial results are expected to show some improvement for the fourth quarter 2012, compared to the sequential quarter, as an anticipated decrease in ferrous shipments is expected to be more than offset by improved ferrous metal margins.  Although at slightly lower levels, the company’s fabrication operations are still expected to remain profitable for the quarter.

 

Dividends

 

The company’s board of directors has declared a quarterly cash dividend of $0.10 per common share. The dividend is payable to shareholders of record at the close of business on December 31, 2012, and is payable on or about January 11, 2013.

 

About Steel Dynamics, Inc.

 

Steel Dynamics, Inc. is one of the largest domestic steel producers and metals recyclers in the United States based on estimated annual steelmaking and metals recycling capability, with annual sales of $8.0 billion in 2011, over 6,500 employees, and manufacturing facilities primarily located throughout the United States (including five steel mills, six steel processing facilities, two iron production facilities, over 70 metals recycling locations and six steel fabrication plants).

 

Forward-Looking Statement

 

This press release contains some predictive statements about future events, including statements related to conditions in the steel and metallic scrap markets, Steel Dynamics’ revenues, costs of purchased materials, future profitability and earnings, and the operation of new or existing facilities. 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. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) the effects of a prolonged or deepening recession on industrial demand; (2) changes in economic conditions, either generally or in any of the steel or scrap-consuming sectors which affect demand for our products, including the strength of the non-residential and

 



 

residential construction, automotive, appliance, and other steel-consuming industries; (3) fluctuations in the cost of key raw materials (including steel scrap, iron units, and energy costs) and our ability to pass-on any cost increases; (4) the impact of domestic and foreign import price competition; (5) risks and uncertainties involving product and/or technology development; and (6) occurrences of unexpected plant outages or equipment failures.

 

More specifically, we refer you to SDI’s more detailed explanation of these and other 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; our quarterly reports on Form 10-Q; or, in other reports, which we file from time to time with the Securities and Exchange Commission.  These are available publicly on the SEC Web site, www.sec.gov, and on the Steel Dynamics Web site, www.steeldynamics.com.

 

Contact:  Marlene Owen, Director Investor Relations —+1.260.969.3500

 


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