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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): December 30, 2004
SCHNITZER STEEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
OREGON 0-22496 93-0341923
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
NO CHANGE
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2004, Pick-N-Pull Auto Dismantlers, a wholly-owned subsidiary of
the Company, signed a definitive agreement to buy the assets and lease the sites
for four self service used auto parts stores in St. Louis and Kansas City,
Missouri; Columbus, Ohio; and Virginia Beach, Virginia from Vehicle Recycling
Solutions, LLC and certain of its wholly-owned subsidiaries ("VRS") for a
purchase price of approximately $18.5 million. The transaction is expected to
close on January 10, 2005. The St. Louis, Kansas City and Columbus stores will
increase the Company's existing mid-west store base. The Virginia Beach store is
expected to provide Pick-N-Pull with an eastern presence giving it the ability
to expand along the East Coast. The four new stores will be operated under the
Pick-N-Pull name and will increase the total number of stores to 30 for the
Company's Auto Parts Business segment. The results of operations for these four
stores will be reflected in the consolidated results of the Company's Auto Parts
Business during the second fiscal 2005 quarter. The Company anticipates this
acquisition will be accretive to earnings in fiscal 2005.
This above paragraph contains a forward-looking statement, within the meaning of
Section 21E of the Securities Exchange Act of 1934, which is made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. In particular, the above paragraph includes a prediction that the VRS
acquisition will be accretive to the Company's earnings. The self service used
auto parts business, including the VRS stores, is subject to a number of risks
that could prevent the VRS stores from maintaining or exceeding their current
levels of profitability, such as volatile supply and demand conditions affecting
prices and volumes in the markets for products, services, automobile feedstock
and other raw materials; local and worldwide economic conditions; increased
competition; weather; and business integration issues, all as discussed in more
detail under the heading "Factors That Could Affect Future Results" in the
Company's most recent annual report on Form 10-K. One should understand that it
is not possible to predict or identify all factors that could cause actual
results to differ from the Company's forward looking statements. Consequently,
the reader should not consider any such list to be a complete statement of all
potential risks or uncertainties. The Company does not assume any obligation to
update any forward-looking statement.
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.
SCHNITZER STEEL INDUSTRIES, INC.
(Registrant)
Date: January 5, 2005 By /s/Barry A. Rosen
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Barry A. Rosen
Vice President, Finance and Chief
Financial Officer