WWW.EXFILE.COM, INC. -- 13591 -- SCHNITZER STEEL INDUSTRIES, INC. -- FORM 8-K
UNITED
STATES
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): June 8, 2005
SCHNITZER
STEEL INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
OREGON
(State
or other jurisdiction
of incorporation)
|
0-22496
(Commission
File Number)
|
93-0341923
(IRS
Employer
Identification
No.)
|
|
3200
N.W. Yeon Ave. |
|
|
P.O.
Box 10047 |
|
Portland,
OR |
97296-0047 |
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(503)
224-9900
(Registrant’s
telephone number including area code)
N/A
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
On June
9, 2005, Schnitzer Steel Industries, Inc. (“SSI”) and
Hugo Neu Corporation (“HNC”)
announced that they and certain of their subsidiaries entered into a Master
Agreement (the “Master
Agreement”)
providing for the separation and termination of their joint venture relationships
and certain other transactions. Pursuant to the Master Agreement, SSI and its
subsidiary, Joint Venture Operations, Inc. (“JVOI”), and
HNC and its subsidiaries, Hugo Neu Co., LLC, HNE Recycling LLC and HNW Recycling
LLC, have agreed to take the following steps relating to the dissolution of
their joint venture relationships as follows:
| · |
JVOI
will acquire the 50% interests in the joint ventures based in New England
that are owned by a Hugo Neu subsidiary with the result that these joint
ventures will become wholly-owned by JVOI; |
| · |
Subsidiaries of HNC will acquire the 50% interests in the joint ventures
based in New Jersey, New York and California that are owned by a Schnitzer
subsidiary with the result that these joint ventures will become
wholly-owned by subsidiaries of HNC; |
| · |
Hugo
Neu Schnitzer Global Trade LLC (“HNS
Global Trade”),
a joint venture engaged primarily in scrap metal trading, will redeem
JVOI’s 50% membership interest in it in exchange for the assets and
liabilities of HNS Global Trade’s trading business in Russia,
Poland, Denmark, Finland, Norway and Sweden; |
| · |
JVOI
will acquire HNC’s metals recycling and greenwaste recycling businesses in
Hawaii; |
| · |
A
subsidiary of HNC will pay JVOI approximately $52,000,000 in
cash; |
| · |
SSI
and HNC and certain of their affiliates will enter into a number of
related agreements governing, among other things, employee transitional
issues, benefit plans, scrap sales and other transitional services;
and |
| · |
SSI
and HNC and certain of their affiliates will execute and deliver mutual
global releases. |
The
Master Agreement has been approved by the Board of Directors of each of SSI and
HNC and the transactions contemplated by the Master Agreement are subject to a
number of conditions, including obtaining certain third party consents, permit
amendments or transfers, Hugo Neu obtaining financing sufficient to fund the
cash payment to be made to Schnitzer and the repayment of certain existing
indebtedness, and other customary closing conditions. With respect to the
financing contingency, Hugo Neu has confirmed to Schnitzer that it has entered
into a definitive credit agreement sufficient to provide the required
refinancing, subject to customary closing conditions. The
parties currently expect that the closing of the transaction will occur in the
third calendar quarter of 2005.
The
foregoing description of the Master Agreement is not complete and is qualified
in its entirety by reference to the Master Agreement, which is filed as
Exhibit
10.1 hereto
and is incorporated herein by reference.
This
filing on Form 8-K contains “forward looking statements” within the meaning of
U.S. securities laws. For more information on these statements, please see the
paragraph of the attached press release concerning forward looking statements.
| Item
7.01 |
Regulation
FD Disclosure. |
As
described in Item 1.01 above, on June 9, 2005, SSI and HNC announced
that they and certain of their subsidiaries had entered into a Master Agreement
providing for the termination of their joint venture relationships and certain
other transactions. A copy of the press release is furnished as Exhibit
99.1 hereto
and is incorporated herein by reference.
The
information in this Item 7.01 (including Exhibit
99.1) shall
not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), or
otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
| Item
9.01. |
Financial
Statements and Exhibits |
(c)
Exhibits.
| |
10.1 |
Master
Agreement dated as of June 8, 2005 by and among Hugo Neu Co., LLC, HNE
Recycling LLC, HNW Recycling LLC, and Joint Venture Operations, Inc. and
for certain limited purposes Hugo Neu Corporation and Schnitzer Steel
Industries, Inc. |
| |
|
|
| |
99.1 |
Press
Release dated June 9, 2005 titled “Schnitzer Steel and Hugo Neu
Corporation Announce Separation of Scrap Joint
Ventures” |
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.
| |
|
|
| |
SCHNITZER STEEL INDUSTRIES,
INC.
(Registrant) |
|
|
|
| Dated: June 9, 2005 |
By: |
/s/ Kelly E. Lang |
| |
Name: Kelly E. Lang |
| |
Title: Vice President |
EXHIBIT
INDEX
| Exhibit |
|
Description |
| |
|
|
| 10.1 |
|
Master
Agreement dated as of June 8, 2005 by and among Hugo Neu Co., LLC, HNE
Recycling LLC, HNW Recycling LLC, and Joint Venture Operations, Inc. and
for certain limited purposes Hugo Neu Corporation and Schnitzer Steel
Industries, Inc. |
| 99.1 |
|
Press
Release dated June 9, 2005 titled “Schnitzer Steel and Hugo Neu
Corporation Announce Separation of Scrap Joint
Ventures” |