-----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, WkIoag3CDCDmBPHX2QJhK/A1Ojyt6AxJjr/fRxRP0qzyKRklkM1DDuOtUckEn5eS Q261GHSt+NljFtNtgdXrqg== 0000950149-99-000282.txt : 19990217 0000950149-99-000282.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950149-99-000282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENEVA STEEL CO CENTRAL INDEX KEY: 0000860192 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 930942346 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10459 FILM NUMBER: 99542810 BUSINESS ADDRESS: STREET 1: 10 SOUTH GENEVA ROAD CITY: VINEYARD STATE: UT ZIP: 84058 BUSINESS PHONE: 8012279000 8-K 1 FORM 8-K DATED FEBRUARY 1, 1999 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 1, 1998 ------------------- GENEVA STEEL COMPANY ----------------------------- (Exact name of registrant as specified in its charter) UTAH 1-10459 93-0942346 - ------------------------------- --------------------- ------------------ (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER INCORPORATION) IDENTIFICATION NO.)
10 SOUTH GENEVA ROAD VINEYARD, UTAH 840568 ------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (801) 227-9000 ---------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) - ------------------------------------------------------------------------------ 2 TABLE OF CONTENTS ITEM 3. BANKRUPTCY OR RECEIVERSHIP......................................... 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS................................... 1 EXHIBITS ........................................................... 1 SIGNATURE.................................................................... 2 i 3 ITEM 3. BANKRUPTCY OR RECEIVERSHIP On February 1, 1999, Geneva Steel Company (the "Company") filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Utah Central Division. On February 9, 1999, on the Company's motion, the bankruptcy case was withdrawn from the Bankruptcy Court and assigned to the U.S. District for the District of Utah, Central Division. The filing was made necessary by a lack of sufficient liquidity. The Company's operating results for fiscal 1998 and for the first fiscal quarter of 1999 were severely affected by, among other things, a dramatic surge in steel imports beginning in the Summer of 1998. As a result of record levels of low-priced steel imports and the resultant deteriorating market conditions, the Company's overall price realization and shipments declined precipitously. Decreased liquidity made it impossible for the Company to service its debt and fund ongoing operations. The Company previously announced that it would not make the $9 million interest payment due January 15, 1999 under the terms of the Company's 9-1/2% Senior Notes due 2004. The Company will continue operations in Chapter 11. The Company is arranging for a debtor-in-possession credit facility secured by, among other things, accounts receivable; inventory; and property, plant and equipment. The credit facility is expected to be in the amount of $125 million with expanded borrowing availability as compared to its existing line of credit. The Company is currently seeking Court approval to replace its existing line of credit with the new facility. The Company currently has access to incoming cash flow from operations pursuant to a cash collateral order previously granted by the Bankruptcy Court. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibits. Reg. S-K Exhibit Exhibit No. Exhibit No. 99.1 -- Press Release dated February 1, 1999 1 99.2 -- Press Release dated February 9, 1999 2 1 4 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 thereunto duly authorized. GENEVA STEEL COMPANY /s/ DENNIS L. WANLASS ----------------------------------------- Name: Dennis L. Wanlass Title: Chief Financial Officer Date: February 12, 1999 2 5 EXHIBIT INDEX Reg. S-K Exhibit Exhibit No. Exhibit No. - ----------- ------- ------- 99.1 -- Press Release dated February 1, 1999 1 99.2 -- Press Release dated February 9, 1999 2 EX-99.1 2 PRESS RELEASE DATED FEBRUARY 1, 1999 1 EXHIBIT 99.1 GENEVA STEEL Contact: Dennis Wanlass Vice President and P.O. Box 2500 Chief Financial Officer Provo, Utah 84603 Phone: (801) 227-9302 Fax: (801) 227-9431 PRESS RELEASE GENEVA STEEL SEEKS CHAPTER 11 PROTECTION VINEYARD, UTAH, FEBRUARY 1, 1999: Geneva Steel (NYSE & PSE: GNV) announced today that it has filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Utah, Central Division. The filing was made necessary by a lack of sufficient liquidity. The Company's operating results for fiscal 1998 and for the first fiscal quarter of 1999 were severely affected by, among other things, a dramatic surge in steel imports beginning in the Summer of 1998. As a result of record high levels of low-priced steel imports and the resultant deteriorating market conditions, the Company's overall price realization and shipments declined precipitously. Decreased liquidity made it impossible for the Company to service its debt and fund ongoing operations. The Company previously announced that it would not make the $9 million interest payment due January 15, 1999 under the terms of the Company's 9 1/2% Senior Notes due 2004. The Company will continue operations in Chapter 11. The Company is arranging for a debtor-in-possession credit facility secured by, among other things, accounts receivable; inventory; and property, plant and equipment. The credit facility is expected to be in the amount of $125 million with expanded borrowing availability as compared to its existing line of credit. The Company is currently seeking Bankruptcy Court approval to replace its existing line of credit with the new facility. With the expected additional liquidity, the Company will be in a strengthened position to continue serving customers and to pay post-petition vendors in the ordinary course. more - ------------------------------------------------------------------------------- 2 PAGE 2 GENEVA STEEL SEEKS CHAPTER 11 PROTECTION "The decision to seek Chapter 11 reorganization was made after a painstaking examination of the potential impact on all of Geneva's stakeholders. We at the Company believe that this action is truly in the best interests of the enterprise as a whole. Filing for Chapter 11 protection now eliminates months of uncertainty for all involved and allows us to continue to produce and ship steel without interruption to our customers. Although Chapter 11 is indeed strong medicine, we believe the result will be a much stronger and healthier Geneva Steel. Our goal is to emerge from Chapter 11 as a stronger, more financially viable company. We believe that our mill is capable of competing with anyone. With our balance sheet restructured, we expect that Geneva Steel will be producing steel for many years to come," said Joseph A. Cannon, chairman and chief executive officer. This press release may be deemed to contain forward-looking statements with respect to the Company that are subject to risks and uncertainties that include, but are not limited to, those identified in the Company's press releases or discussed from time to time in the Company's Securities and Exchange Commission filings. For example, such risks and uncertainties include obtaining the debtor-in-possession credit facility and Bankruptcy Court approval therefor, maintaining adequate liquidity to fund ongoing operations and the likely outcome and effect of the Chapter 11 proceeding. Geneva Steel is an integrated steel mill operating in Vineyard, Utah. The Company manufactures steel plate, hot-rolled coil, pipe and slabs for sale primarily in the western, central and southeastern United States. --END-- EX-99.2 3 PRESS RELEASE DATED FEBRUARY 9, 1999 1 EXHIBIT 99.2 GENEVA STEEL Contact: Dennis Wanlass Vice President and P.O. Box 2500 Chief Financial Officer Provo, Utah 84603 Phone: (801) 227-9302 Fax: (801) 227-9431 PRESS RELEASE GENEVA STEEL CHAPTER 11 PROCEEDINGS MOVED TO U. S. DISTRICT COURT VINEYARD, UTAH, FEBRUARY 9, 1999: Geneva Steel today announced that its case under Chapter 11 of the United States Bankruptcy Code was withdrawn from the Bankruptcy Court by the U.S. District Court for the District of Utah. U.S. District Judge J. Thomas Greene was assigned to preside over the bankruptcy case. Geneva's motion to withdraw the case was supported by its major creditors, lenders and others having an economic stake in the outcome of the bankruptcy proceedings. "We remain strongly committed to Geneva's survival and future success," said Joseph A. Cannon, chairman and chief executive officer. "We will continue to seek reorganization under Chapter 11 and approval of a debtor-in-possession credit facility which will allow the Company to serve its customers and to pay post-petition vendors in the ordinary course. In the interim, Geneva has access to incoming cash flow from operations pursuant to a cash collateral order previously granted by the Bankruptcy Court." This press release may be deemed to contain forward-looking statements with respect to the Company that are subject to risks and uncertainties that include, but are not limited to, those identified in the Company's press releases or discussed from time to time in the Company's Securities and Exchange Commission filings. For example, such risks and uncertainties include obtaining the debtor-in-possession credit facility and court approval therefor, maintaining adequate liquidity to fund ongoing operations and the outcome and effect of the Chapter 11 proceedings. - -------------------------------------------------------------------------------- 2 PAGE 2 GENEVA STEEL CHAPTER 11 PROCEEDINGS MOVED TO U.S. DISTRICT COURT Geneva Steel is an integrated steel mill operating in Vineyard, Utah. The Company manufactures steel plate, hot-rolled coil, pipe and slabs for sale primarily in the western, central and southeastern United States. --END-- --END-- -----END PRIVACY-ENHANCED MESSAGE-----