-----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, GAf9ACcxFUPuM4YySnPezoLY4pszpDDig+DwRm3Mp0tVoEKTSGKnptKiLhQ7gKDB rVl0p5t6zdjXiBP57wXO8g== 0000084278-99-000002.txt : 19990310 0000084278-99-000002.hdr.sgml : 19990310 ACCESSION NUMBER: 0000084278-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990210 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROANOKE ELECTRIC STEEL CORP CENTRAL INDEX KEY: 0000084278 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 540585263 STATE OF INCORPORATION: VA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-02389 FILM NUMBER: 99527897 BUSINESS ADDRESS: STREET 1: 102 WESTSIDE BLVD N W STREET 2: P O BOX 13948 CITY: ROANOKE STATE: VA ZIP: 24017 BUSINESS PHONE: 5403421831 MAIL ADDRESS: STREET 1: 102 WESTSIDE BLVD N W CITY: ROANOKE STATE: VA ZIP: 24017 8-K 1 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): February 4, 1999 ROANOKE ELECTRIC STEEL CORPORATION (Exact name of Registrant as specified in its charter) Virginia 0-2389 54-0585263 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) P.O. Box 13948, Roanoke, Virginia 24038-3948 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (540) 342-1831 N/A (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. On December 16, 1998, the Registrant acquired all of the outstanding common shares of Steel of West Virginia, Inc., upon completion of its cash tender offer. The consideration given was approximately $117.1 million, including the assumption of approximately $52.3 million of indebtedness. Funding was provided by a syndicate of four banks, including First Union National Bank, Agent. The Registrant has not completed reviewing Steel of West Virginia's records in order to make its determination of the fair value of Steel of West Virginia's assets and liabilities. The fair value adjustments reflected in the pro forma condensed combined financial statements reflect, among other things, estimates of fair value made by the Company based on assumptions it believes to be reasonable. Accordingly, the final pro forma condensed combined amounts may be different from those set forth herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. The following documents of Steel of West Virginia, Inc. are incorporated herein by reference: (1) Form 10-K for December 31, 1997. (2) Form 10-Q for March 31, 1998. (3) Form 10-Q for June 30, 1998. (4) Form 10-Q for September 30, 1998. (b) Pro Forma Condensed Combined Financial Information. Pro forma condensed combined balance sheets (unaudited) and pro forma condensed combined statements of earnings (unaudited) are incorporated herein by reference. The pro forma financial statements combine historical financial information of the Registrant for the period ended October 31,1998 with historical financial information of Steel of West Virginia, Inc. for the period ended September 30, 1998. The historical financial information is adjusted for events that are directly attributable to the acquisition. (c) Exhibits. Pursuant to Regulation S-K the following Exhibit Index is added immediately preceding the exhibits filed as part of the subject Form 8-K: EXHIBIT INDEX Exhibit No. Exhibit Page (23) Independent Auditors' Consent 5 (99) (a) Form 10-K for December 31, 1997 6 Incorporated by Reference (b) Form 10-Q for March 31, 1998 6 Incorporated by Reference (c) Form 10-Q for June 30, 1998 6 Incorporated by Reference (d) Form 10-Q for September 30, 1998 6 Incorporated by Reference (e) Pro Forma Condensed Combined Balance Sheets (Unaudited) 7 (f) Pro Forma Condensed Combined Statements of Earnings (Unaudited) 8 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. ROANOKE ELECTRIC STEEL CORPORATION Registrant Date: February 4, 1999 By John E. Morris John E. Morris Vice President-Finance EX-99 2 EXHIBIT NO. 99(a) Form 10-K for December 31, 1997 Incorporated by reference to Steel of West Virginia, Inc.'s previously filed Form 10-K for December 31, 1997 on file in the Commission office. EXHIBIT NO. 99(b) Form 10-Q for March 31, 1998 Incorporated by reference to Steel of West Virginia, Inc.'s previously filed Form 10-Q for March 31, 1998 on file in the Commission office. EXHIBIT NO. 99(c) Form 10-Q for June 30, 1998 Incorporated by reference to Steel of West Virginia, Inc.'s previously filed Form 10-Q for June 30, 1998 on file in the Commission office. EXHIBIT NO. 99(d) Form 10-Q for September 30, 1998 Incorporated by reference to Steel of West Virginia, Inc.'s previously filed Form 10-Q for September 30, 1998 on file in the Commission office.
EXHIBIT NO. 99 (e) PRO FORMA CONDENSED COMBINED BALANCE SHEETS (UNAUDITED) ($ THOUSANDS) Roanoke Electric Steel of Steel West Virginia Adjustments 10/31/98 09/30/98 Debit Credit Pro Forma Assets Current assets Cash and investments $ 27,895 $ (1,048) (1) $ 3,285 $ 30,132 Accounts receivable 42,415 15,812 (3) $ 1,604 56,623 Inventories 31,903 31,031 62,934 Other 3,195 2,002 5,197 Total current assets 105,408 47,797 3,285 1,604 154,886 Property, plant and equipment, net 83,636 65,095 (1) 5,000 153,731 Goodwill and other assets 167 17,673 (1) 61,752 (2) 57,457 22,135 Total $ 189,211 $ 130,565 $ 70,037 $ 59,061 $ 330,752 Liabilities and Stockholders' Equity Current liabilities Current portion of long-term debt $ 4,250 $ 3,691 (1) $ 7,059 $ 15,000 Accounts payable 15,274 9,671 (3) $ 1,604 23,341 Other 10,966 7,077 18,043 Total current liabilities 30,490 20,439 1,604 7,059 56,384 Long-term debt 24,292 47,730 (1) 62,978 135,000 Other long-term liabilities 14,981 4,939 19,920 Stockholders' equity Common stock 2,858 71 (2) 71 2,858 Paid-in capital - 26,785 (2) 26,785 - Retained earnings 117,408 42,084 (2) 42,084 117,408 Treasury stock (818) (11,483) (2) 11,483 (818) 119,448 57,457 68,940 11,483 119,448 Total $ 189,211 $ 130,565 $ 70,544 $ 81,520 $ 330,752
EXHIBIT NO. 99 (f) PRO FORMA CONDENSED COMBINED STATEMENTS OF EARNINGS (UNAUDITED) ($ THOUSANDS) Roanoke Electric Steel of Steel West Virginia Twelve Months Twelve Months Ended Ended Adjustments 10/31/98 09/30/98 Debit Credit Pro Forma Sales $ 295,204 $ 130,247 (3) $ 7,652 $ 417,799 Cost of sales 237,484 116,552 (5) 417 (3) $ 7,652 346,878 (6) 77 Gross earnings 57,720 13,695 8,146 7,652 70,921 Other operating expenses Administrative 19,772 4,733 (5) 1,078 25,583 Interest, net 831 2,461 (4) 5,326 8,618 Profit sharing 5,674 5,674 Total 26,277 7,194 6,404 39,875 Earnings before income taxes 31,443 6,501 14,550 7,652 31,046 Income tax expense 11,568 2,708 (7) 2,102 12,174 Net earnings $ 19,875 $ 3,793 $ 14,550 $ 9,754 $ 18,872 Net earnings per share of common stock: Basic $ 1.79 $ 1.70 Diluted $ 1.77 $ 1.68 Explanation of Adjustments: (1) To increase funded debt for purchase price of stock and acquisition expenses. (2) To recognize the excess purchase price (fixed assets and goodwill), which is estimated and will be adjusted upon completion of purchase accounting. (3) To eliminate intercompany sales and balances. (4) To increase interest expense for the additional borrowings. (5) To amortize goodwill over 20 years and depreciate write-up of fixed assets over 12 years. (6) To eliminate intercompany profits in inventories. (7) To recognize the tax effects of adjustments (4) and (6) at statutory income tax rates.
EX-23 3 EXHIBIT NO. 23 ERNST & YOUNG LLP Phone: 304 343 8971 900 United Center Fax: 304 357 5994 500 Virginia Street East (25301) P.O. Box 2906 Charleston, West Virginia 25330 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in Registration Statement Nos. 333-49525 and 333-25299 on Form S-8 of Roanoke Electric Steel Corporation of our report dated January 19, 1998, on the consolidated financial statements of Steel of West Virginia, Inc., included in its Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated by reference in this Current Report on Form 8-K of Roanoke Electric Steel Corporation. /s/Earnst & Young LLP Charleston, West Virginia February 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----