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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ________ to ________
Commission File Number 0-22496
SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0341923
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(State of Incorporation) (I.R.S. Employer
Identification No.)
3200 N.W. YEON AVE., P.O. BOX 10047
PORTLAND, OR 97296-0047
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 224-9900
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Class A Common Stock, $1 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the registrant's voting common stock outstanding
held by non-affiliates on February 29, 2004 was $606,285,000.
The Registrant had 22,073,373 shares of Class A Common Stock, par value of $1.00
per share, and 8,272,866 shares of Class B Common Stock, par value of $1.00 per
share, outstanding at November 1, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 2005 Annual
Meeting of Shareholders are incorporated herein by reference in Part III.
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EXPLANATORY NOTE
This Form 10-K/A Amendment No. 1 is filed solely for the purpose of including
three exhibits that were inadvertently omitted from the original Form 10-K
filing.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. The following financial statements are filed as part of this report:
See Index to Consolidated Financial Statements and Schedule on page 40
of this report.
2. The following schedule and report of independent accountants are filed
as part of this report:
Page
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Schedule II Valuation and Qualifying Accounts 70
Report of Independent Accountants on Financial Statement Schedule 71
All other schedules are omitted as the information is
either not applicable or is not required.
3. Exhibits:
2.1 Stock and Membership Interest Purchase Agreement dated January 8,
2003 among Bob Spence, Pick and Pull Auto Dismantling, Inc.,
Pick-N-Pull Auto Dismantlers, Pick-N-Pull Auto Dismantlers,
Stockton, LLC and Norprop, Inc. Filed as Exhibit 2.1 to
Registrant's Form 10-Q for the quarter ended November 30, 2002,
and incorporated herein by reference.
2.2 Amendment No. 1 dated November 14, 2003, to Stock and Membership
Interest Purchase Agreement dated January 8, 2003, among Bob
Spence, Pick and Pull Auto Dismantling, Inc., Pick-N-Pull Auto
Dismantlers, Pick-N-Pull Auto Dismantlers, Stockton, LLC,
Norprop, Inc. and the Company. Filed as Exhibit 2.1 to
Registrant's Form 10-Q for the quarter ended November 30, 2003,
and incorporated herein by reference.
3.1 1993 Restated Articles of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, Registration No. 33-69352
(the Form S-1).
3.2 Restated Bylaws of the Registrant. Filed as Exhibit 3.2 to
Registrant's Form 10-Q for the quarter ended May 31, 1998, and
incorporated herein by reference.
4.1 Credit Agreement dated May 30, 2003 between the Registrant, Bank
of America, NA, and the Other Lenders Party Thereto. Filed as
Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended May
31, 2003, and incorporated herein by reference.
9.1 Schnitzer Steel Industries Inc. 2001 Restated Voting Trust and
Buy-Sell Agreement dated March 26, 2001. Filed as Exhibit 9.1 to
Registrant's Form 10-K for the fiscal year ended August 31, 2001
and incorporated herein by reference.
10.1 Lease Agreement dated August 7, 2003 between Schnitzer Investment
Corp. and the Registrant, relating to the corporate headquarters.
Filed as Exhibit 10.1 to Registrant's Form 10-K for the year
ended August 31, 2003, and incorporated herein by reference.
10.2 Lease Agreement dated August 7, 2003 between Schnitzer Investment
Corp. and the Registrant, relating to the corporate headquarters.
Filed as Exhibit 10.2 to Registrant's Form 10-K for the year
ended August 31, 2003, and incorporated herein by reference.
10.3 Lease Agreement dated September 1, 1988 between Schnitzer
Investment Corp. and the Registrant, as amended, relating to the
Portland metals recycling operation. Incorporated by reference to
Exhibit 10.3 to the Form S-1.
10.4 Second Amendment to Lease dated October 28, 1994 between
Schnitzer Investment Corp. and the Registrant, relating to
Portland metals recycling operation. Filed as Exhibit 10.1 to
Registrant's Form 10-Q for the quarterly period ended November
30, 1995, and incorporated herein by reference.
10.5 Third Amendment to Lease dated February 1998 between Schnitzer
Investment Corp. and the Registrant, relating to Portland metals
recycling operation. Filed as Exhibit 10.25 to Registrant's Form
10-K for the fiscal year ended August 31, 2000, and incorporated
herein by reference.
10.6 Fourth Amendment to Lease dated July 1, 1998, between Schnitzer
Investment Corp. and the Registrant, relating to Portland metals
recycling operation. Filed as Exhibit 10.26 to Registrant's Form
10-K for the fiscal year ended August 31, 2000, and incorporated
herein by reference.
10.7 Letter dated March 22, 1999 amending the lease between Schnitzer
Investment Corp. and the Registrant related to the Portland
metals recycling operation. Filed as Exhibit 10.1 to Registrant's
Form 10-Q for the quarter ended November 30, 2001, and
incorporated herein by reference.
10.8 Fifth Amendment to Lease dated July 9, 2001 between Schnitzer
Investment Corp. and the Registrant related to the Portland
metals recycling operation. Filed as Exhibit 10.8 to Registrant's
Form 10-K for the year ended August 31, 2003, and incorporated
herein by reference.
10.9 Sixth Amendment to Lease dated August 7, 2003 between Schnitzer
Investment Corp. and the Registrant related to the Portland
metals recycling operation. Filed as Exhibit 10.9 to Registrant's
Form 10-K for the year ended August 31, 2003, and incorporated
herein by reference.
10.10 Purchase and Sale Agreement dated August 7, 2003 between
Schnitzer Investment Corp. and the Registrant, relating to the
Sacramento metals recycling operation's real estate. Filed as
Exhibit 10.10 to Registrant's Form 10-K for the year ended August
31, 2003, and incorporated herein by reference.
10.11 Second Amended Shared Services Agreement dated September 13,
1993 between the Registrant and certain entities controlled by
shareholders of the Registrant. Incorporated by reference to
Exhibit 10.5 to the Form S-1.
10.12 Amendment dated September 1, 1994 to Second Amended Shared
Services Agreement between the Registrant and certain entities
controlled by shareholders of the Registrant. Filed as Exhibit
10.6 to Registrant's Form 10-K for the fiscal year ended August
31, 1995, and incorporated herein by reference.
*10.13 1993 Stock Incentive Plan of the Registrant. Filed as Exhibit
10.1 to Registrant's Form 10-Q for the quarter ended February 28,
2002, and incorporated herein by reference.
*10.14 Form of Stock Option Agreement used for option grants to
employees under the 1993 Stock Incentive Plan.
*10.15 Form of Stock Option Agreement used for option grants to
non-employee directors under the 1993 Stock Incentive Plan.
*10.16 Employment Agreement dated August 20, 2004 between Barry A.
Rosen and the Registrant.
*10.17 Supplemental Executive Retirement Bonus Plan of the Registrant.
Filed as Exhibit 10.24 to Registrant's Form 10-K for the fiscal
year ended August 31, 2001, and incorporated herein by reference.
*10.18 Amendment to the Supplemental Executive Retirement Bonus Plan
of the Registrant effective January 1, 2002. Filed as Exhibit
10.25 to Registrant's Form 10-K for the fiscal year ended August
31, 2001, and incorporated herein by reference.
*10.19 Schnitzer Steel Industries, Inc. Amended and Restated Economic
Value Added ("EVA") Bonus Plan. Filed with Registrant's original
fiscal 2004 Form 10-K on November 30, 2004.
21.1 Subsidiaries of Registrant. Filed with Registrant's original
fiscal 2004 Form 10-K on November 30, 2004.
23.1 Consent of Independent Accountants. Filed with Registrant's
original fiscal 2004 Form 10-K on November 30, 2004.
24.1 Powers of Attorney. Filed with Registrant's original fiscal 2004
Form 10-K on November 30, 2004.
31.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*Management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SCHNITZER STEEL INDUSTRIES, INC.
Dated: January 5, 2005 By: /s/BARRY A. ROSEN
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Barry A. Rosen
Vice President, Finance and
Chief Financial Officer