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 |
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0-21719 |
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35-1929476 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of incorporation) |
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Identification No.) |
7575 West Jefferson Blvd, Fort Wayne, Indiana 46804
(Address of principal executive offices) (Zip Code)
Registrants 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. Tretheweys 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 Tricors 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 GEs Transportation & Industrial Funding and Commercial Finance units, ultimately being promoted to head GE Capitals 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 Capitals debt and equity products on the emerging private equity market, and, in that capacity, headed GEs offices in New York and Chicago. During this period, Mr. Seaman also led GEs 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 Tricors platform companies. He is expected to serve on Steel Dynamics Corporate Governance and Nominating Committee and the companys 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:
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Exhibit Number |
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Description |
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99.1 |
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A press release dated December 19, 2013, titled Steel Dynamics Announces Appointment of New Board Member. |
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.
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STEEL DYNAMICS, INC. |
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/s/Theresa E. Wagler |
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Date: December 19, 2013 |
By: |
Theresa E. Wagler |
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Title: |
Chief Financial Officer |
Exhibit 99.1
Press Release |
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7575 W. Jefferson Blvd. |
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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. Tretheweys 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 Tricors 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 GEs Transportation & Industrial Funding and Commercial Finance units, ultimately being promoted to head GE Capitals 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 Capitals debt and equity products on the emerging private equity market, and, in that capacity, headed GEs offices in New York and Chicago. During this period, Mr. Seaman also led GEs 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 Tricors platform companies. He is expected to serve on Steel Dynamics Corporate Governance and Nominating Committee and the companys 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 SDIs 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