-----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, JwgxIZMK0eTXDgMAQYsHJ9JcxqS1/K+5V1I/aB+qSnO23IpZ6WZFCLQ/+s7AHhGL yohOJUICzDAECFA6v+WNUw== 0000906504-98-000095.txt : 19981217 0000906504-98-000095.hdr.sgml : 19981217 ACCESSION NUMBER: 0000906504-98-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981216 ITEM INFORMATION: FILED AS OF DATE: 19981216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROANOKE ELECTRIC STEEL CORP CENTRAL INDEX KEY: 0000084278 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [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: 98770632 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 FORM 8-K 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): December 16, 1998 ROANOKE ELECTRIC STEEL CORPORATION (Exact name of Registrant as specified in its charter) Virginia 0-2389 54-0585263 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 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 - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - 1 - Item 5. Other Events. On December 16, 1998, Roanoke Electric Steel Corporation, a Virginia corporation, issued a press release announcing that it has completed its cash tender offer for all outstanding shares of the common stock of Steel of West Virginia, Inc. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 7. Financial Statements, Proforma Financial Information and Exhibits. (c) Exhibits. 99 - Press Release dated December 16, 1998. - 2 - 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 By s/Donald G. Smith ----------------------------------- Donald G. Smith Chairman and Chief Executive Officer Date: December 16, 1998 - 3 - EX-99 2 EXHIBIT 99 Exhibit 99 NEWS RELEASE CONTACT: RESCO - Donald G. Smith (540) 342-1831 P.O. Box 13948 Roanoke, Virginia 24038-3948 Office: 1-540-342-1831 1-800-765-6567 Fax: 1-540-342-9437 ROANOKE ELECTRIC STEEL CORPORATION NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Donald G. Smith ROANOKE ELECTRIC STEEL CORPORATION ANNOUNCES COMPLETION OF ITS TENDER OFFER FOR STEEL OF WEST VIRGINIA, INC. Roanoke, VA (December 16, 1998) -- Roanoke Electric Steel Corporation (Nasdaq-NM-RESC) today announced that it has completed its cash tender offer for all of the outstanding shares of Common Stock of Steel of West Virginia, Inc. (Nasdaq-NM-SWVA) at $10.75 net per share and accepted for payment 5,793,214 shares (representing approximately 96.4% of outstanding shares). The offer expired at Midnight, Eastern Standard Time, on December 15, 1998. Roanoke Electric Steel intends to promptly merge its wholly-owned subsidiary, SWVA Acquisition, Inc., with and into Steel of West Virginia in accordance with Delaware's short-form merger provisions and Virginia's merger provisions. As a result of the merger, Steel of West Virginia will become a direct, wholly-owned subsidiary of Roanoke Electric Steel and each remaining outstanding share of Common Stock of Steel of West Virginia will be converted, subject to appraisal rights, into the right to receive $10.75 in cash, without interest. Roanoke Electric Steel Corporation is a mini-mill producer of finished steel products, consisting of angles, rounds, flats, and channels, which are sold to steel fabricators and steel service centers, and semi-finished steel billets, which are sold to other steel producers. Four subsidiaries are involved in various steel-related activities, consisting of steel scrap processing, steel bar joist fabrication and reinforcing bar fabrication. - more - Steel of West Virginia, headquartered in Huntington, West Virginia, custom designs and manufactures special steel products principally for use in the construction of truck trailers, industrial lift trucks, off-highway construction equipment (such as bulldozers and graders), manufactured housing, guard rail post and mining equipment. # # # -----END PRIVACY-ENHANCED MESSAGE-----