0001104659-16-136491.txt : 20160803 0001104659-16-136491.hdr.sgml : 20160803 20160803133121 ACCESSION NUMBER: 0001104659-16-136491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160801 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160803 DATE AS OF CHANGE: 20160803 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: 161803219 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 a16-16036_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): August 3, 2016 (August 1, 2016)

 

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 August 1, 2016, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Completes Acquisition of Vulcan Threaded Products.”  A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d )                              Exhibits.

 

The following exhibit is filed with this report:

 

Exhibit Number

 

Description

 

 

 

99.1

 

A press release dated August 1, 2016, titled “Steel Dynamics Completes Acquisition of Vulcan Threaded Products.”

 

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: August 3, 2016

By:

Theresa E. Wagler

 

Title:

Executive Vice President and Chief Financial Officer

 

2


EX-99.1 2 a16-16036_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Press Release

August 1, 2016

 

7575 W. Jefferson Blvd.

 

Fort Wayne, IN 46804

 

Steel Dynamics Completes Acquisition of Vulcan Threaded Products

 

FORT WAYNE, INDIANA, August 1, 2016 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced the completion of the acquisition of Vulcan Threaded Products, Inc. (“Vulcan”).  The purchase price for Vulcan and its real estate assets is $114 million on a debt free, cash free basis, including $30 million of estimated working capital, and has been funded with available cash. The transaction is expected to be immediately accretive to 2016 earnings and cash flow per share.

 

We welcome the employees and customers of Vulcan into the Steel Dynamics family,” stated Mark D. Millett, President and Chief Executive Officer. “The successful completion of the Vulcan acquisition represents a step towards one of our growth objectives, the pursuit of higher-margin downstream business opportunities that utilize our steel products in their manufacturing processes. This strategy is intended to reduce volatility during both strong and weak market cycles, given steel raw material supply optionality.  During weak steel demand environments these businesses could pull-through volume internally from our own mills, thus increasing SDI’s steel mill utilization.  As a consumer of special-bar-quality products currently produced at our Engineered Bar Products Division, Vulcan depicts this model and fits well within our core operating strengths.”

 

Vulcan, based outside of Birmingham, Alabama, is the nation’s largest manufacturer and supplier of threaded rod products, and also produces cold drawn and heat treated bar. Vulcan employs 225 people and shipped approximately 89,000 tons during the trailing twelve month period ended March 31, 2016.

 



 

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 $7.6 billion in 2015, approximately 7,700 employees, and manufacturing facilities primarily located throughout the United States (including six electric-arc-furnace steel mills, ten steel coating lines, an iron production facility, approximately 75 metals recycling locations and eight steel fabrication plants).

 

Forward-Looking Statement

 

This press release contains some predictive statements about future events, including statements related to the operation of new or existing facilities. These statements, which we generally precede or accompany by such typical conditional words as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” or by the words “may,” “will,” or “should,” 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 uncertain economic conditions; (2) cyclical and changing industrial demand; (3) changes in conditions in any of the steel or scrap-consuming sectors of the economy which affect demand for our products, including the strength of the non-residential and residential construction, automotive, appliance, pipe and tube, and other steel-consuming industries; (4) 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; (5) the impact of domestic and foreign import price competition; (6) unanticipated difficulties in integrating or starting up new or acquired businesses; (7) risks and uncertainties involving product and/or technology development; and (8) occurrences of unexpected plant outages or equipment failures.

 

More specifically, we refer you to Steel Dynamics’ 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 under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our quarterly reports on Form 10-Q or in other reports which we from time to time file with the Securities and Exchange Commission. These are available publicly on the SEC website, www.sec.gov, and on the Steel Dynamics website, www.steeldynamics.com.

 

Contact:   Tricia Meyers, Investor Relations Manager —+1.260.969.3500

 


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