0001104659-13-091196.txt : 20131219 0001104659-13-091196.hdr.sgml : 20131219 20131219152554 ACCESSION NUMBER: 0001104659-13-091196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131219 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20131219 DATE AS OF CHANGE: 20131219 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: 131288240 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 a13-25528_38k.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, 2013 (December 19, 2013)

 

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Bradley S. Seaman has been appointed, as an independent director, to the Board of Directors of Steel Dynamics, Inc., effective December 18, 2013.  The appointment fills a vacancy created by the untimely death on October 18, 2013 of board member James A. Trethewey.  The appointment is for the balance of Mr. Trethewey’s unexpired term of one year, ending in May 2014.

 

Bradley S. Seaman

 

Mr. Seaman, age 53, has been employed, since August 1999, by Tricor Pacific Capital, Inc., a private equity firm that makes control investments in lower middle market companies in the United States and Canada.  Founded in 1996, Tricor, with offices in Lake Forest, Illinois and Vancouver, British Columbia, has acquired nearly sixty companies in specialty manufacturing, business services and value added distribution.  From 1999 through December 2011, Mr. Seaman was Tricor’s Managing Director and leader of its U.S. operations, and, since January 2012, has served as its Managing Partner, responsible for leading overall firm operations, strategy, funding and investments.

 

Prior to joining Tricor, and from 1990 through July 1999, Mr. Seaman was employed by GE Capital Corporation, a division of the General Electric Company, where he held a number of increasingly senior positions in GE’s Transportation & Industrial Funding and Commercial Finance units, ultimately being promoted to head GE Capital’s transactions origination teams in Ohio, Michigan and Missouri.  In 1994, Mr. Seaman was selected to be part of a new group that was established to focus GE Capital’s debt and equity products on the emerging private equity market, and, in that capacity, headed GE’s offices in New York and Chicago.  During this period, Mr. Seaman also led GE’s involvement in the original equity and debt financing for Steel Dynamics in June 1994.

 

Mr. Seaman holds a Bachelor of Science degree in Business Administration (1982) from Bowling Green State University and an MBA (1986) from the University of Dallas.  He brings to the Steel Dynamics Board a comprehensive understanding and experience in the debt and equity capital markets, management experience, manufacturing expertise, and both operational and corporate governance experience drawn from his involvement in the management and oversight of Tricor’s platform companies.  He is expected to serve on Steel Dynamics’ Corporate Governance and Nominating Committee and the company’s Audit Committee.

 

Item 8.01.  Other Events.

 

On December 19, 2013, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Announces Appointment of New Board Member.”  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 1934, 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 19, 2013, titled “Steel Dynamics Announces Appointment of New Board Member.”

 

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, 2013

By:

Theresa E. Wagler

 

Title:

Chief Financial Officer

 

3


EX-99.1 2 a13-25528_3ex99d1.htm EX-99.1

Exhibit 99.1

 

Press Release
December 19, 2013

GRAPHIC

 

 

 

7575 W. Jefferson Blvd.

 

Fort Wayne, IN 46804

 

Steel Dynamics Announces Appointment of New Board Member

 

FORT WAYNE, INDIANA, December 19, 2013 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced that Bradley S. Seaman has been appointed to its Board of Directors as an independent director, to fill a vacancy created by the untimely death on October 18, 2013 of board member James A. Trethewey. The appointment is for the balance of Mr. Trethewey’s unexpired term of one year, ending in May 2014.

 

Mr. Seaman, age 53, has been employed, since August 1999, by Tricor Pacific Capital, Inc., a private equity firm that makes control investments in lower middle market companies in the United States and Canada.  Founded in 1996, Tricor, with offices in Lake Forest, Illinois and Vancouver, British Columbia, has acquired nearly sixty companies in specialty manufacturing, business services and value added distribution.  From 1999 through December 2011, Mr. Seaman was Tricor’s Managing Director and leader of its U.S. operations, and, since January 2012, has served as its Managing Partner, responsible for leading overall firm operations, strategy, funding and investments.

 

Prior to joining Tricor, and from 1990 through July 1999, Mr. Seaman was employed by GE Capital Corporation, a division of the General Electric Company, where he held a number of increasingly senior positions in GE’s Transportation & Industrial Funding and Commercial Finance units, ultimately being promoted to head GE Capital’s transactions origination teams in Ohio, Michigan and Missouri.  In 1994, Mr. Seaman was selected to be part of a new group that was established to focus GE Capital’s debt and equity products on the emerging private equity market, and, in that capacity, headed GE’s offices in New York and Chicago.  During this period, Mr. Seaman also led GE’s involvement in the original equity and debt financing for Steel Dynamics in June 1994.

 

Mr. Seaman holds a Bachelor of Science degree in Business Administration (1982) from Bowling Green State University and an MBA (1986) from the University of Dallas.  He brings to the Steel Dynamics Board a comprehensive understanding and experience in the debt and equity capital markets, management experience, manufacturing expertise, and both operational and corporate governance experience drawn from his involvement in the management and oversight of Tricor’s platform companies.  He is expected to serve on Steel Dynamics’ Corporate Governance and Nominating Committee and the company’s Audit Committee.

 

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 $7.3 billion in 2012, over 6,700 employees, and manufacturing facilities primarily located throughout the United States (including five steel mills, six steel processing facilities, two iron production facilities, over 90 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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