-----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, TLJKz8vBbylVLY0al3JPjlZsuSlL9KrHgom42B1b5lAf1/K4rlP+OlfLWqthICA6 z99hMfOsf2/dRzUJVmo8Ag== 0001229452-06-000003.txt : 20060418 0001229452-06-000003.hdr.sgml : 20060418 20060418154140 ACCESSION NUMBER: 0001229452-06-000003 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060411 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 ISSUER: 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: 1204 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRAWFORD THOMAS J CENTRAL INDEX KEY: 0001229452 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21719 FILM NUMBER: 06764749 MAIL ADDRESS: STREET 1: P O BOX 13948 CITY: ROANOKE STATE: VA ZIP: 24038-3948 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2006-04-11 0 0001022671 STEEL DYNAMICS INC STLD 0001229452 CRAWFORD THOMAS J P.O. BOX 13948 ROANOKE VA 24038-3948 0 1 0 0 Vice President Common Stock 16010 D Stock option - right to buy 11.42 2006-04-11 2007-12-04 Common Stock 4433 D Stock option - right to buy 14.02 2006-04-11 2009-02-02 Common Stock 4433 D The 16,010 shares of Steel Dynamics (SDI) common stock were received by Mr. Crawford as part of the merger consideration, in exchange for 40,025 shares of Roanoke Electric Steel Corporation ("Roanoke") common stock formerly held by Mr. Crawford, regarding the merger of Roanoke with and into a wholly-owned subsidiary of SDI, effective April 11, 2006. Mr. Crawford's disposition of his Roanoke shares in accordance with the terms of the merger agreement was approved in advance of closing by the Roanoke board of directors, and Mr. Crawford's acquisition of his SDI shares in exchange therefor, was approved in advance of closing by the board of directors and Compensation Committee of SDI, all in accordance with the requirements of the exemption described by SEC Rule 16b-3(d), as interpreted by the SEC in Skadden, Arps, Slate, Meagher & Flom LLP (January 12, 1999), from the short-swing profits rules of Section 16(b) of the Exchange Act. The stock option to purchase 4,433 shares of common stock of SDI at $11.42 per share, expiration December 4, 2007, and the option to purchase 4,433 shares at $14.02 per share, expiration February 2, 2009, were received by Mr. Crawford, incident to the merger of Roanoke with and into a wholly-owned subsidiary of SDI, effective April 11, 2006. Mr. Crawford's former Roanoke options, for 6,000 shares each, were assumed by and exchanged for stock options of SDI, as required by the merger agreement. Mr. Crawford's disposition of his Roanoke stock options was approved in advance by the board of directors of Roanoke, and the issuance of SDI stock options (and the underlying SDI shares) in exchange was likewise approved in advance by SDI's Board in accordance with the exemption from Section 16(b) described by SEC Rule 16b-3(d), as interpreted by the SEC in Skadden, Arps, Slate, Meagher & Flom LLP (January 12, 1999). T. Joe Crawford 2006-04-17 -----END PRIVACY-ENHANCED MESSAGE-----