-----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, R16iiH+yJrZAs64vjDmGIJULUZ/ORsfF9MIRO7JeSfMDkl1tZYWri3HQ+gVTOg1m 0AkiDJXxJWW0R+55Cu6wqQ== 0000895345-99-000064.txt : 19990212 0000895345-99-000064.hdr.sgml : 19990212 ACCESSION NUMBER: 0000895345-99-000064 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE STEEL CO /DE/ CENTRAL INDEX KEY: 0000057187 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 430368310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-03114 FILM NUMBER: 99529988 BUSINESS ADDRESS: STREET 1: ONE METROPOLITAN SQ STREET 2: 211 N BROADWY CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144251400 MAIL ADDRESS: STREET 1: ONE METROPOLITAN SQ CITY: ST LOUIS STATE: MO ZIP: 63102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IVACO INC CENTRAL INDEX KEY: 0000904962 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 430368310 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PLACE MERCANTILE STREET 2: 770 RUE SHERBROOKE OUEST CITY: MONTREAL QUEBEC CANA STATE: A8 ZIP: 00000 BUSINESS PHONE: 5142884545 MAIL ADDRESS: STREET 1: PLACE MERCANTILE STREET 2: 770 RUE SHERBROOKE QUEST CITY: MONTREAL CANADA STATE: A8 ZIP: 0000000000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 18)* LACLEDE STEEL COMPANY - --------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - --------------------------------------------------------------------------- (Title of Class of Securities) 505606103 ------------------------------------------------------- (CUSIP Number) FRIED, FRANK, HARRIS, SHRIVER IVACO INC. & JACOBSON PLACE MERCANTILE ONE NEW YORK PLAZA 770 RUE SHERBROOKE OUEST NEW YORK, NY 10004 MONTREAL, QUEBEC, CANADA H3A 1G1 ATTN: JEFFREY BAGNER, ESQ. ATTN: GUY-PAUL MASSICOTTE (212) 859-8000 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY (514) 288-4545 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 15, 1998 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box[ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - ------------------ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 505606103 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) IVACO INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA NUMBER OF 7 SOLE VOTING POWER SHARES 1,869,157 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,869,157 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,869,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 505606103 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) IVACAN INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA NUMBER OF 7 SOLE VOTING POWER SHARES 1,869,157 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,869,157 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,869,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 505606103 Page 4 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) LCL HOLDINGS I, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 1,869,157 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,869,157 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,869,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 18 amends and supplements the text of the Statement on Schedule 13D initially filed on April 18, 1974 and as amended from time to time thereafter (the "Schedule 13D") relating to the common stock, par value $.01 per share (the "Laclede Common Stock"), of Laclede Steel Company, a Delaware corporation ("Laclede"). Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. ITEM 4. Purpose of the Transaction Item 4 is hereby amended and supplemented as follows: On December 15, 1998, Ivaco transferred its entire membership interest in LCL I, which represents a 100% interest in LCL I, to Ivacan Inc. ("Ivacan"), a Canadian corporation, which is a wholly owned subsidiary of Ivaco. In a letter dated January 20, 1999, Ivaco and Ivacan notified Midwest Holdings, Inc. ("Midwest Holdings") a Delaware corporation, and BSC of the transfer of the membership interests of LCL I to Ivacan and that Ivacan agreed to be bound by all of the terms and conditions of the Purchase Agreement. On July 29, 1998, Midwest Holdings notified LCL I, pursuant to Section 2 (the "Voting Agreement") of the Purchase Agreement, that it was canceling the Voting Agreement and the Proxy which was granted to Midwest Holdings by LCL I on September 26, 1997, relating to the 1,009,325 Holdings I Common Shares and the 183,333 Holdings I Preferred Shares owned by LCL I (collectively, the "Shares"), as to any and all of such Shares as of September 24, 1998. Midwest Holdings also informed LCL I that it intends from and after July 29, 1998, to exercise its voting rights and the Proxy with respect to the Shares on a neutralized basis in any shareholder vote prior to September 24, 1998. ITEM 5. Interest in Securities of the Issuer Item 5(a)(i) is amended and restated in its entirety as follows: (a)(i) According to the Form 10-K Transition Report filed by Laclede with the Securities and Exchange Commission for the transition period from January 1, 1998 to September 30, 1998, Laclede had, as of September 30, 1998, 4,056,140 shares of the Laclede Common Stock issued and outstanding. Accordingly, the LCL I Common Shares and the LCL I Conversion Shares represent approximately 38% of Laclede's issued and outstanding shares (which number, for purposes of these calculations, includes the LCL I Conversion Shares but not any other securities that may be converted into the shares of the Laclede Common Stock, including any of the LCL II Preferred Shares). Item 5(b) is amended and supplemented by adding the following: (b) Resulting from the transactions described in Item 4 as of December 15, 1998 and September 24, 1998, Ivaco, as the sole owner of Ivacan, which is the sole member of LCL I, has the sole power to vote or to direct the vote of and dispose of (i) the 1,009,325 Holdings I Common Shares and (ii) the 859,832 Holdings I Conversion Shares, for a total of 1,869,157 shares of Common Stock (assuming the conversion of all Holdings I Preferred Shares). On December 15, 1998, Ivaco transferred its entire membership interest in LCL I to Ivacan, which is a wholly owned subsidiary of Ivaco, and notified Midwest Holdings and BSC of such transfer and that Ivacan agreed to be bound by all of the terms and conditions of the Purchase Agreement. See "Recent Events" in Item 4. On July 29, 1998, Midwest Holdings notified LCL I that it is canceling the Proxy and Voting Agreement relating to the Holdings I Common Shares and the Holdings I Conversion Shares as of September 24, 1998. In addition, Midwest Holdings informed LCL I that it intends from and after July 29, 1998, to exercise its voting rights and the Proxy with respect to the Shares on a neutralized basis in any shareholder vote prior to September 24, 1998. See "Recent Events" in Item 4. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is amended by adding the following: On December 15, 1998, Ivaco transferred its entire membership interest in LCL I to Ivacan, which is a wholly owned subsidiary of Ivaco, and notified Midwest Holdings and BSC of the transfer and that Ivacan agreed to be bound by all of the terms and conditions of the Purchase Agreement. See "Recent Events" in Item 4. On July 29, 1998, Midwest Holdings notified LCL I that it is canceling the Proxy and Voting Agreement relating to the Holdings I Common Shares and the Holdings I Conversion Shares as of September 24, 1998. In addition, Midwest Holdings informed LCL I that it intends from and after July 29, 1998, to exercise its voting rights and the Proxy with respect to the Shares on a neutralized basis in any shareholder vote prior to September 24, 1998. See "Recent Events" in Item 4. ITEM 7. Material to be Filed as Exhibits Item 7 is amended by adding the following exhibit: Exhibit A Letter Agreement between Ivaco Inc. and Ivacan Inc. transferring the membership interest in LCL Holdings I, LLC, dated December 15, 1998. Exhibit B Letter from Ivaco Inc. and Ivacan Inc. to Birmingham Steel Corporation and Midwest Holdings Inc., dated January 20, 1999. Exhibit C Letter from Midwest Holdings, Inc. to LCL Holdings I, LLC canceling the Proxy and Voting Agreement, dated July 29, 1998. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 5, 1999 IVACO INC. By:/s/ Guy-Paul Massicotte ---------------------------------- Guy-Paul Massicotte, Vice President, General Counsel and Secretary IVACAN INC. By:/s/ Guy-Paul Massicotte ---------------------------------- Guy-Paul Massicotte, Secretary LCL HOLDINGS I, LLC By:/s/ Jesse J. Webb ---------------------------------- Jesse J. Webb, its Manager EX-99.1 2 EXHIBIT A [LOGO OF IVACO] IVACO INC., PLACE MERCANTILE, 770 RUE SHERBROOKE OUEST MONTREAL (QUEBEC) CANADA H3A 1G1 TEL (514) 288-4545 ALBERT A. KASSAB, C.A. Senior Vice-President and Chief Financial Officer December 15, 1998 TO: Ivacan Inc. This is to confirm and ratify our agreement as follows: 1. TRANSFER OF INTEREST: Ivaco Inc. ("Ivaco") hereby transfers all its outstanding membership interest in LCL Holdings I, LLC ("Holdings I"), in consideration for one fully paid and non-assessable common share of Ivacan Inc. ("Ivacan") issued today to Ivaco, the receipt of which is hereby acknowledged by Ivaco. Ivacan hereby acknowledges receipt of a form of assignment dated December 15, 1998, duly executed by Ivaco, together with certificate No. 001 representing a 100% interest in Holdings I. 2. NOTIFICATION AND UNDERTAKING: Ivaco hereby agrees to notify Midwest Holdings Inc. (c/o Birmingham Steel Corporation) of the transfer of interest mentioned in (1) above, pursuant to a certain purchase agreement made as of September 26, 1997 by and among Ivaco, Holdings I, Midwest Holdings Inc. and Birmingham Steel Corporation (the "Purchase Agreement"). In addition, Ivacan shall agree to be bound by all the terms and conditions of the Purchase Agreement. 3. REPRESENTATIONS: Ivaco hereby represents and warrants that, as of the date hereof, Ivaco owns its membership interest in Holdings I free and clear of any liens, adverse claims of encumbrances. Yours truly, Ivaco Inc. By: /s/ Albert A. Kassab --------------------------- Albert A. Kassab Senior Vice-President and Financial Officer ACCEPTED this 15th day of December, 1998 Ivacan Inc. By: /s/ Guy-Paul Massicotte --------------------------------- Guy-Paul Massicotte Secretary EX-99.2 3 EXHIBIT B [LOGO OF IVACO] IVACO INC., PLACE MERCANTILE, 770 RUE SHERBROOKE OUEST MONTREAL (QUEBEC) CANADA H3A 1G1 TEL (514) 288-4545 ALBERT A. KASSAB, C.A. Senior Vice-President and Chief Financial Officer January 20, 1999 By telecopier (205) 970-1353 - ---------------------------- Birmingham Steel Corporation 1000 Urban Center Drive, Suite 300 Birmingham, Alabama 35242 Attention: Mr. Robert A Garvey Chairman of the Board and Chief Executive Officer - ------------------------------------------------------------- Dear Mr. Garvey: This letter shall serve to notify Midwest Holdings Inc. and Birmingham Steel Corporation that Ivaco Inc. ("Ivaco") and Ivacan Inc. ("Ivacan"), a wholly-owned subsidiary of Ivaco, have signed an agreement for the transfer by Ivaco to Ivacan of all of Ivaco's membership interest in LCL Holdings I, LLC, effective as of December 15, 1998. Accordingly, Ivacan hereby undertakes and agrees to be bound by all the terms and conditions of the Purchase Agreement as of the effective date of transfer. Very truly yours, Ivaco Inc. Ivacan Inc. By: /s/ Albert A. Kassab By: /s/ Guy-Paul Massicotte --------------------------- ----------------------------- Albert A. Kassab Guy-Paul Massicotte Senior Vice-President and Secretary Financial Officer EX-99.3 4 EXHIBIT C [LETTERHEAD of BIRMINGHAM STEEL CORPORATION] BIRMINGHAM STEEL CORPORATION Cancellation of Proxy and Voting Agreement July 29, 1998 VIA FACSIMILE AND FEDERAL EXPRESS LCL Holdings I c/o Ivaco, Inc. Place Mercantile 770 Rue Sherbrooke Quest Montreal, Quebec, Canada H3A 1G1 Attn: Guy-Paul Massicotte, Esq. Re: Proxy and Voting Agreement Relating to Laclede Stock Gentlemen: This letter is to inform you that Midwest Holdings, Inc. ("Midwest"), pursuant to Section 2 (the "Voting Agreement") of the Purchase Agreement dated as of September 26, 1997 by and among Ivaco, Inc., LCL Holdings I, LLC ("LCL"), Midwest and Birmingham Steel Corporation, hereby cancels the Voting Agreement and related proxy (the "Proxy"), which was granted to Midwest by LCL on September 26, 1997 relating to the 1,009,325 shares of common stock, par value $.01 per share, of Laclede Steel Company ("Laclede") and the 183,333 shares of Series A Preferred Stock, no par value, of Laclede (collectively, the "Shares" owned by LCL, as to any and all of the Shares as of September 24, 1998. In addition, Midwest hereby informs you of its intention, from and after the date hereof, to exercise its proxy and voting rights over the Shares on a neutralized basis in any shareholder vote prior to September 24, 1998 (i.e., in proportion to the votes otherwise cast on matters presented to the shareholders of Laclede). Sincerely, MIDWEST HOLDINGS, INC. By:/s/ William R. Lucas, Jr. ------------------------- Name: William R. Lucas, Jr. Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----