0001598428-19-000081.txt : 20190708 0001598428-19-000081.hdr.sgml : 20190708 20190708163516 ACCESSION NUMBER: 0001598428-19-000081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190708 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20190708 DATE AS OF CHANGE: 20190708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TimkenSteel Corp CENTRAL INDEX KEY: 0001598428 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 464024951 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36313 FILM NUMBER: 19945645 BUSINESS ADDRESS: STREET 1: 1835 DUEBER AVENUE SW CITY: CANTON STATE: OH ZIP: 44706-0928 BUSINESS PHONE: 330-471-7000 MAIL ADDRESS: STREET 1: 1835 DUEBER AVENUE SW CITY: CANTON STATE: OH ZIP: 44706-0928 8-K 1 tmst8-k782019.htm 8-K Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
July 8, 2019

 
 
 
TIMKENSTEEL CORPORATION
(Exact name of registrant as specified in its charter)
 


 
 
 
 
 
 
Ohio
 
1-36313
 
46-4024951
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)


 
 
1835 Dueber Avenue, SW, Canton, OH 44706
(Address of Principal Executive Offices) (Zip Code)

 
 
(330) 471-7000
(Registrant's Telephone Number, Including Area Code)



 
 
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:

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) .
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




























 
 
 
Item 7.01
Regulation FD Disclosure
In June of 2019, TimkenSteel made organizational changes to support its lean enterprise efforts and enhance profitable and sustainable growth. These company-wide actions included the restructuring of its commercial and technology organizations to drive innovation and focus on the key growth areas identified by the company such as value-added components, energy products and government business. Given these and other restructuring efforts, the company implemented approximately 55 position eliminations.
As a result of the headcount reduction, TimkenSteel will recognize restructuring charges of $3.6 million during the second quarter of 2019, consisting of severance, employee-related benefits and other associated expenses. TimkenSteel will record reserves for such restructuring charges that remain unpaid at quarter end as other current liabilities on the Unaudited Consolidated Balance Sheets. The company expects savings of approximately $2 million in fiscal 2019 with annual savings of approximately $7 million beginning in fiscal 2020. These amounts are incremental to the lean enterprise profitability improvement targets previously communicated by TimkenSteel.

Forward Looking Statements
This communication includes “forward-looking” statements within the meaning of the federal securities laws. These forward-looking statements relate to, among other things, the company’s restructuring activities and lean enterprise efforts and include expectations, estimates and projections concerning the results of these activities and efforts. You can generally identify the company’s forward-looking statements by words such as "will," “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” “seek,” “target,” “could,” “may,” “should” or “would” or other similar words, phrases or expressions that convey the uncertainty of future events or outcomes. The company cautions readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of the company due to a variety of factors, such as: whether the company is able to successfully implement actions designed to improve profitability on anticipated terms and timetables and whether the company is able to fully realize the expected benefits of such actions. Additional risks relating to the company’s business, the industries in which the company operates or the company’s common shares may be described from time to time in the company’s filings with the SEC. All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond the company’s control. Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.




SIGNATURES
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 hereunto duly authorized.


 
 
 
 
 
 
 
 
TIMKENSTEEL CORPORATION
 
 
 
 
Date:
July 8, 2019
By:
/s/ Kristopher R. Westbrooks
 
 
 
Kristopher R. Westbrooks
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)