-----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, H7EEFbpoAZcemEzWZfV2BjAKwddU2yJnm6QA4NsqJ14Te5clfIj9R2zq621VN0Vs C6aYVjqULYw3foggqWM/2w== 0000950138-01-500087.txt : 20010802 0000950138-01-500087.hdr.sgml : 20010802 ACCESSION NUMBER: 0000950138-01-500087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010727 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010801 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-16373 FILM NUMBER: 1694836 BUSINESS ADDRESS: STREET 1: 440 NORTH FOURTH STREET 3RD FLOOR CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144251400 MAIL ADDRESS: STREET 1: 440 NORTH FOURTH STREET 3RD FLOOR CITY: ST LOUIS STATE: MO ZIP: 63102 8-K 1 form8k_073101.htm FORM 8-K - JULY 27, 2001 Laclede Steel Company Form 8-K - July 27, 2001

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 27, 2001


LACLEDE STEEL COMPANY


(Exact Name of Registrant as Specified in Charter)



Delaware
(State or Other
Jurisdiction of
Incorporation)
  0-3855
(Commission
File Number)
  43-0368310
(I.R.S. Employer
Identification Number)


440 North Fourth Street, 3rd Floor
St. Louis, Missouri
(Address of Principal Executive Offices)
  63102
(Zip Code)


Registrant's telephone number, including area code:

314-425-1400


Item 3.    Bankruptcy or Receivership.

        On July 27, 2001, Laclede Steel Company (the “Registrant”) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. The filing does not affect the operations of the Registrant’s wholly owned subsidiary, Laclede Chain Manufacturing Company, which did not seek bankruptcy protection and which continues to conduct business as usual. The Registrant previously retained Gordian Group of New York City to conduct a sale of Laclede Chain.

        The Registrant has been unable to generate the operating results necessary to comply with the covenants in its lending agreement. On July 19, 2001, its lending group gave notice to the Registrant of an event of default under the applicable loan documents. After that time, the lenders were unwilling to continue funding operations except on a limited basis. Officers of the Registrant met with representatives of the lenders during the weeks of July 16 and 23 in an attempt to secure continued funding. Based upon the results of these meetings and earlier discussions with trade creditors and the United Steelworkers of America, the Board of Directors of the Registrant determined that the best way to protect the assets of the Registrant was to file for bankruptcy protection under Chapter 11, while the Registrant pursues sales of certain of its operations as ongoing businesses and an orderly liquidation of the remainder. It believes that this plan will maximize enterprise value. The Registrant has reached agreement with its lending group to fund the structured sale and closing of its facilities. In particular, the lending group also has agreed to fund the operations of Laclede Chain during the sale process for that company.

        The Registrant does not anticipate that any proceeds from the disposition of its assets will be distributed to its stockholders. To the knowledge of the Registrant, there has been no trading of its Class A common stock, which is the only publicly held class of securities, since the Registrant emerged from its prior bankruptcy on December 29, 2000. The Registrant’s press release dated July 27, 2001 is attached hereto as an exhibit and is incorporated herein by reference.

Item 7.    Financial Statements and Exhibits.

      (c)     Exhibits

        Exhibit No.

          (Referenced to Item 601(b) of Regulation S-K)

        Exhibit 20 - Press release of the Registrant dated July 27, 2001






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 hereunto duly authorized.

  LACLEDE STEEL COMPANY
(Registrant)

Date:  July 30, 2001 By:   /s/ Michael H. Lane
      Michael H. Lane
  Executive Vice President and Chief Financial Officer
EX-20 3 form8k_ex20.htm NEWS RELEASE Laclede Steel Company Form 8-K - July 27, 2001 Exhibit 20

Exhibit 20

NEWS RELEASE

from     LACLEDE STEEL COMPANY
  440 N. FOURTH STREET
ST. LOUIS, MO 63102
TELEPHONE:  (314) 425-1400





        July 27, 2001

        Michael H. Lane
        Executive Vice President
        (314) 425-1400



LACLEDE STEEL COMPANY FILES FOR CHAPTER 11 BANKRUPTCY PROTECTION DURING ORDERLY LIQUIDATION OF THE COMPANY; LACLEDE CHAIN MANUFACTURING COMPANY CONTINUES TO OPERATE ON A BUSINESS AS USUAL BASIS

        Today the Board of Directors of Laclede Steel Company instructed management to file for protection of the Bankruptcy Court under Chapter 11 while the Company proceeds to engage in a structured sale and closing of its steel making facilities in Alton, Illinois. The Company will attempt to sell its Pipe Division, currently centered at Fairless Hills, Pennsylvania, as an ongoing business. The Pipe Division will continue normal operations during the sale process.

        The petition has been filed in the Bankruptcy Division of the United States District Court for the Eastern District of Missouri. The filing does not affect the operations of Laclede Steel’s wholly owned subsidiary, Laclede Chain Manufacturing Company, which continues to conduct business as usual. Laclede Steel had previously retained Gordian Group of New York City to pursue a sale of Laclede Chain.

        Laclede Steel has reached agreement with its lending group to fund the structured sale and closing of its facilities. The lending group also has agreed to fund the operations of Laclede Chain until the sale process for that company is complete.

        Laclede Steel will shut down operations at its Alton facility after shipping inventories on hand. It is the Company’s intention to offer the Alton facility for sale as an operating steel mill. If such a sale can not be made within a reasonable time, the equipment will be sold pursuant to a Bankruptcy Court approved auction process.

        David A. Higbee, President and Chief Executive Officer of Laclede Steel stated: “At the time Laclede’s plan of reorganization was approved by the Bankruptcy Court in December 2000, prospects for survival of the reorganized company were good. However, since that time surging imports and the continued depression in the market for steel products have made that plan unattainable.”

        “Foreign imports of standard pipe into the US market, which increased by over 51% last year, grew to even higher levels in the current year. According to AISI data, foreign imports now account for about 60% of the US standard pipe market in our size range. The impact of these imports on our order volume has been devastating.”

        “Imports have also been a serious problem on the hot rolled bar side of Laclede’s business. Increasing imports, especially from Canada, have raised the foreign share of the US market to 20%. Imports have also exacerbated the slowdown in US manufacturing activity, particularly in the US automotive market where vehicle production was down by 12% in the first half of 2001. The automotive market is the largest single market destination for the hot rolled bar products of Laclede.”

        “The combination of high imports and a weak steel market have not allowed us to meet the sales projections in our plan of reorganization. Shipments in fiscal year 2001 were off by 17% compared to the plan of reorganization and by 21% compared to the prior year. Sales dollar volume was down even more, reflecting the downward pressure on pricing.”

        “Laclede Steel is not alone in experiencing the disastrous impact of imports and the slowdown in steel related manufacturing activity. At least eighteen domestic steel companies have filed for reorganization, six of which have shut down operations. Another five companies have curtailed steel operations and other bankruptcy filings are rumored.”

        “The President of the United States has recently reacted to the seriousness of this crisis. In May of this year President Bush initiated a Section 201 investigation under the trade laws of the USA to verify that foreign imports were causing serious injury to the domestic steel industry, and to make recommendations that would grant relief to the industry. Unfortunately, the employees, shareholders and creditors of Laclede will not get to enjoy any relief granted. In the current environment a company like Laclede, with no financial reserves, cannot stay the course until better times arrive.”

        Laclede Steel has been unable to generate the sales and therefore the operating results necessary to meet the covenants in its lending agreement, and the lenders are unwilling to continue funding operations. While multiple efforts were made to seek support from the federal government, including import relief, and from the Company’s trade creditors and Union, it became evident in July that assistance at the level needed to sustain Laclede Steel would not be forthcoming to the degree necessary, and in the timeframe required.

        Officers of the Company met with representatives of its lenders during the weeks of July 16 and 23 to determine the best course of action. Based upon the results of these meetings and earlier discussions with trade creditors and the Union, the Directors determined today that the best way to protect the assets of Laclede Steel was to file for bankruptcy protection, in order to permit an orderly liquidation and to maximize value for all creditors.

        Higbee stated: “What we are experiencing is a meltdown of the domestic steel industry as a result of worldwide over capacity. The political and economic problems causing this over capacity are intractable. Laclede Steel employees, both salaried and hourly, made every effort to make the Company one of the survivors. Despite the best efforts of all involved, economic conditions make it impossible to continue. We are confident, however, that our subsidiary Laclede Chain will continue to operate as a profitable company under new ownership.”

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