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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1995
OR
( ) 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 0-2389
ROANOKE ELECTRIC STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
Virginia 54-0585263
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No 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, 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 definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (x)
State the aggregate market value of the voting stock held by nonaffiliates
of the Registrant.
Aggregate market value at December 29, 1995: $120,486,030
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of December 29, 1995.
8,076,897 Shares outstanding
Portions of the following documents are incorporated by reference:
(1) 1995 Annual Report to Stockholders in Part II.
(2) Proxy Statement dated December 22, 1995 in Part III.
PART I
ITEM 1. BUSINESS
(a) General Development of Business.
During the fiscal year ended October 31, 1995, the Registrant
continued for the most part to operate its business as it has the past four
years by manufacturing merchant steel bar products, fabricating open-web
steel joists and concrete reinforcing steel, and extracting scrap steel and
other materials from junked automobiles. In December 1988, however, the
Registrant's rebar subsidiary, RESCO Steel Products Corporation, purchased
the assets of another rebar fabricating facility located in Salem, Virginia
at a cost of $775,000, doubling its production capacity. Due to adverse
economic conditions, and in order to initiate cost saving measures, in
November 1990, the two rebar facilities were consolidated into one plant,
now operating out of the newer location. Roanoke Technical Treatment &
Services, Inc., a Roanoke, Virginia subsidiary, was formed in 1990 to
license a process for the treatment of electric arc furnace dust. The
subsidiary is awaiting various approvals and permits and is uncertain as to
a specific time for start-up. In March 1991, the Registrant closed its
merchant steel bar rolling mill located in Salem, Virginia due to a decline
in order rates. The products manufactured at the Salem plant were produced
at the Roanoke plant, which is considerably more efficient. During fiscal
year 1994, the Registrant's auto shredding subsidiary, Shredded Products
Corporation, completed construction of its new modern facility in Rocky
Mount, Virginia, and in November 1994 began operations at the new locality,
at a total investment in excess of $8,000,000 for plant and equipment.
The new facility, with its own landfill, is providing considerable savings
in waste disposal costs. In addition, cost savings and better metal
recoveries are being achieved through the use of the more technologically
advanced equipment. The other subsidiaries of the Registrant, John W.
Hancock, Jr., Inc. and Socar, Inc., have had no material changes in
operations or in the mode of conducting their business for the past five
years. John W. Hancock, Jr. founded both the Hancock joist subsidiary and
its parent, Roanoke Electric Steel Corporation, and served on the
Registrant's Board of Directors as Chairman of the Executive Committee
until his death in March 1994.
PART I
(con'd.)
The Registrant currently anticipates no material changes in operations
during the next fiscal year unless there are unforeseen changes in market
conditions and profitability.
(b) Financial Information about Industry Segments.
The Registrant's business consists of one industry segment or
line of business, which is the extracting of scrap metal from discarded
automobiles and the manufacturing, fabricating and marketing of merchant
steel bar products, reinforcing bars, open-web steel joists and billets.
The industry segment consists of three classes of products - merchant steel
products, fabricated bar joists and reinforcing bars and billets.
FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS
AND CLASSES OF PRODUCTS OR SERVICES
1995 1994 1993
Sales to Unaffiliated Customers:
Merchant Steel $103,531,770 $96,782,588 $75,531,009
Bar Joists & Rebar $110,370,872 $78,854,207 $56,503,380
Billets $46,065,882 $40,172,433 $35,259,989
$259,968,524 $215,809,228 $167,294,378
Net Earnings from Operations $20,228,902 $8,766,435 $4,750,106
Identifiable Assets $157,774,658 $140,473,510 $130,620,435
(c) Narrative Description of Business.
(1) (i) The Registrant manufactures merchant steel products
consisting of Angles, Plain Rounds, Flats, Channels and Reinforcing Bars of
various sizes and lengths. The principal markets for the Registrant's
products are steel fabricators and steel service centers. The products are
distributed directly to customers from orders solicited by a paid sales
staff of the Registrant.
PART I
(con'd.)
The Registrant's subsidiary, Shredded Products Corporation, is
involved in the extraction of scrap iron and steel and other metals from
junked automobiles and other waste materials. Almost all of the ferrous
material is used by the Parent as raw materials. The non-ferrous metals
are sold to unrelated purchasers.
Two other subsidiaries, John W. Hancock, Jr., Inc. and Socar,
Inc., are engaged in the manufacturing of long- and short-span steel
joists. Joists are open-web steel horizontal supports for floors and
roofs, used primarily in the construction of commercial and industrial
buildings such as shopping centers, factories, warehouses, hospitals,
schools, office buildings, nursing homes, and the like. Joists are
cheaper and lighter than structural steel or reinforced concrete. The
joists are distributed by these subsidiaries to their customers from orders
solicited by manufacturer's representatives and pursuant to successful bids
placed directly by the companies.
The Registrant's subsidiary, RESCO Steel Products Corporation,
fabricates concrete reinforcing steel by cutting and bending rebars to
contractors' specifications. The rebars are distributed to contractors
from orders solicited by a paid sales staff and pursuant to successful bids
placed directly by the subsidiary.
(ii) The Registrant has not recently introduced a new product or
begun to do business in a new industry segment that will require the
investment of a material amount of assets or that otherwise is material.
(iii) The Registrant's main raw material, scrap steel, is
supplied for the most part by scrap dealers within a 200 mile radius of the
mill. It is purchased through the David J. Joseph Company who are scrap
brokers. The Shredded Products subsidiary supplies 9,000 to 13,000 tons of
scrap per month. Although scrap is generally available to the Registrant,
the price of scrap steel is highly responsive to changes in demand,
including demand in foreign countries as well as in the United States. The
ability to maintain satisfactory profit margins in times when scrap is
relatively high priced is dependent upon the levels of steel prices, which
are determined by market forces. Alloys and other materials needed for the
melting process are provided by various domestic and foreign companies.
PART I
(con'd.)
Shredded Products Corporation often experiences difficulty in
purchasing scrap automobiles at a satisfactory level. Competition from an
increasing number of shredding operations and reluctance by dealers to sell
scrap automobiles due to market conditions are the main causes. High
offering prices generally increase the supply; however, the increased cost
to produce sometimes is very competitive with the price of similar scrap
that can be purchased on the outside.
Substantially all of John W. Hancock, Jr., Inc.'s steel
components are purchased from the Parent, which is located conveniently
nearby and, therefore such components are generally available to the
Company as needed.
RESCO Steel Products Corporation purchases most of its steel
components from suppliers within its market area, determined mainly by
freight cost. Such components would be generally available to the Company,
since the Parent could produce and supply this raw material, as needed.
Socar, Inc. receives most of its raw steel material from the
Parent and other nearby suppliers, the determinant usually being freight
cost. The availability of raw materials is not of major concern to the
Company, since the Parent could supply most of its needs.
(iv) The Registrant currently holds no patents, trade marks,
licenses, franchises or concessions that are material to its business
operations.
(v) The business of the Registrant is not seasonal.
(vi) The Registrant does not offer extended payment terms to its
customers nor is it normally required to carry significant amounts of
inventory to meet rapid delivery requirements of customers; although, at
times market conditions have required the stockpiling of popular bar
products for rapid delivery. Working capital practices generally remain
constant during the course of business except when the Registrant
determines it to be advantageous to stockpile raw materials due to price
considerations.
(vii) During fiscal year 1995, sales (tons) by the Registrant to
John W. Hancock, Jr., Inc., Socar, Inc. and RESCO Steel Products Corporation,
wholly-owned subsidiaries, were approximately 10%, 8% and less than 1% of the
PART I
(con'd.)
Registrant's total sales (tons), respectively. The largest nonaffiliated
customer purchased approximately 26% of total sales (tons) ---15% of total
sales (dollars). Alternative marketing and production arrangements were
available to the Registrant, so that the loss of this nonaffiliate would
not have had a materially adverse effect on the Registrant and its
subsidiaries taken as a whole.
(viii) The Registrant is of the opinion that the amount of its
backlog is not generally material to an understanding of the business. All
backlog is shipped within the current fiscal year.
(ix) None of the business of the Registrant is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.
(x) The Registrant competes with steel-producing mills of
similar size operative within its market region and also larger mills
producing similar products. The market region in which the Registrant
sells its products consists of the majority of states east of the
Mississippi River. Price, including transportation cost, is the major
determinant in securing business. Economic recession began to intensify
competition during 1990, as selling prices dropped due to a softening in
demand. This trend continued through most of 1991 with sharp declines in
selling prices due to poor demand and excess inventories and capacity at
most mills, although by year-end prices rose slightly. In comparison to
the 1991 recession lows, order rates in 1992 showed some improvement while
selling prices remained flat. In 1993, market conditions and demand
improved significantly, while industry-wide selling prices increased to
offset higher raw material costs. Demand in 1994 was fueled by continued
improvement in business conditions and economic growth, with higher raw
material costs again forcing selling prices upward, although some of the
increased selling prices were demand driven. Even though market conditions
and backlogs remained strong for much of 1995, shipments were flat due to
customers' inventory reductions, while improved selling prices were
attributable to higher raw material costs and rising demand, although by
year-end prices fell slightly.
PART I
(con'd.)
The joist business is highly competitive. Due to similarity of
product, relatively small price differences are often determinative in
placing business. Ability to meet the customer's time requirements for
delivery also is important in securing business. Competing successfully
becomes more difficult with the distance to point of delivery due to
transportation costs. In 1990, selling prices and order rates declined as
a result of a weakened construction industry, causing increased
competition. The severely depressed activity in the construction industry,
due to overbuilding, again in 1991 resulted in drastic declines in selling
prices and demand. In spite of depressed conditions, 1992 brought improved
shipments due mainly to successful job bidding; however, in order to book a
higher percentage of quotations, selling prices consequently suffered.
Again in 1993, successful job bidding resulted in improved shipment levels,
while higher raw material costs pushed selling prices upward, even though
the construction industry remained depressed and highly competitive. In
1994, an easing of competitive conditions within the construction industry
led to increased shipment levels, while selling prices were again forced
upward by higher raw material costs. Reduced competition and increased
activity in 1995 again led to higher shipment levels within the
construction industry, as demand and increased raw material costs forced
selling prices higher.
Billets are semi-finished products used by the Registrant in its
rolling mill process to manufacture various merchant bar products. With
the addition of new casting equipment in recent years, the Registrant has
anticipated a growing billet market of nonaffiliated customers who further
fabricate the billets for various end uses. Competition within the
industry caused a drop in selling prices in 1990, with demand slowing. In
1991, selling prices trended further downward, while order rates fell due
to the sagging economy. Billet sales improved significantly in 1992 as a
result of increased domestic demand and entry into the much more
competitive export markets, although selling prices still continued to
slump. Again in 1993, increased export business and improved domestic
demand resulted in significantly higher billet shipments. Selling prices
also rose in reaction to higher scrap steel costs. Shipments of billets
declined slightly in 1994 due to a lack of export shipments, although
domestic shipments improved significantly. While the export markets
PART I
(con'd.)
were much more competitive, domestic demand improved dramatically. Higher
billet prices were also driven by higher scrap steel costs, but the increased
domestic billet shipments, which bring a higher price, also contributed.
Improved market conditions and increased domestic demand resulted in improved
1995 billet shipments, as export markets remained highly competitive.
Higher scrap steel costs and improved product mix together caused billet
selling prices to climb.
(xi) During the last three fiscal years, the Registrant was not
involved in any material research and development activities.
(xii) The United States Environmental Protection Agency (EPA)
has notified the Registrant and the County of Roanoke (County) of their
potential liability and responsibility for costs of response to materials
at a County-owned landfill site and adjacent streams near Salem, Virginia.
The Registrant has entered into a cost-sharing agreement with the County
for response action (cleanup) at the landfill site and the streams.
Pursuant to a Consent Decree to which EPA, the County and the Registrant
were parties, the County completed a remedial action at the landfill in
1995. Under a separate consent order with EPA, the Registrant is
performing a removal action at the streams, which includes removal,
treatment and on-site placement of materials and affected sediment and
soil. That work is approximately 30% performed, and completion is expected
in approximately one year. The Registrant has not received notification of
other claims associated with the landfill or streams. The Registrant does
not anticipate significant future potential liability for response costs
associated with the landfill, and while the cost of future response
activities or any future claims associated with the streams is difficult to
project, management believes such costs would not have a materially adverse
effect on the consolidated financial position, results of operations and
competitive position of the Registrant. See Note 7, "Commitments and
Contingent Liabilities", in Notes to Consolidated Financial Statements
contained in the Registrant's 1995 Annual Report to Stockholders, filed as
an Exhibit to this Form 10-K.
PART I
(con'd.)
The Registrant currently disposes of the furnace dust through a
contract with an approved waste disposal firm. The Registrant believes it
is in substantial compliance with applicable federal, state and local
regulations. However, future changes in regulations may require
expenditures which could adversely affect earnings in subsequent years.
The Registrant has constructed over the years pollution control
equipment at an aggregate cost of over $7,700,000. Annual operating
expenses and depreciation of all pollution control equipment and waste
disposal costs are in excess of $4,300,000 in the aggregate. The
Registrant is expected to spend approximately $1,000,000 to $2,000,000 for
additional pollution control and waste disposal equipment and facilities
during subsequent fiscal years. Adoption of the Clean Air Act Amendments
of 1990 is not anticipated to have a materially adverse effect on the
Registrant's operations, capital resources or liquidity, nor should any
incremental increase in capital expenditures occur due to the Act.
(xiii) At October 31, 1995, the Registrant employed 499 persons
at its Roanoke plant, with no employment at its Salem division, idle since
mid-1991. The Registrant's subsidiaries, John W. Hancock, Jr., Inc.,
Socar, Inc., Shredded Products Corporation and RESCO Steel Products
Corporation employed 259, 259, 47 and 44 persons, respectively.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales.
When the Registrant's billet production exceeds its required
needs, this semi-finished product is offered for sale. During past years,
a portion of the excess billets has been sold to brokers who represent
foreign purchasers. During 1993, export (billet) sales to China and Mexico
amounted to $4,485,565 and $620,028, respectively, slightly below
break-even margins. There were no foreign sales of excess billets or other
products during fiscal years 1994 and 1995. The information required by
this paragraph by geographical area, as to foreign and domestic operations,
is not provided since it is identical to the table in paragraph (b) with
all information pertaining to the United States.
PART I
(con'd.)
ITEM 2. PROPERTIES
The Registrant owns 68 acres situated in the City of Roanoke,
Virginia, which comprises its main plant, of which 25 acres are used to
provide 334,000 square feet of manufacturing space with an annual billet
capacity of approximately 600,000 tons. A 30 acre site is owned in Salem,
Virginia, of which 10 acres were used to provide 51,355 square feet of
manufacturing space, until March 1991, when the plant was idled. The
Registrant acquired in 1991 a 447 acre tract of land in Franklin County,
Virginia, 100 acres of which was transferred to Shredded Products
Corporation in a move of shredding operations from its Montvale location.
Part of this new Shredded Products property is being used as an approved
industrial landfill. The remaining 337 acres of this land, 47 acres of
which was sold in 1995, will be marketed as an industrial park for Franklin
County.
Shredded Products Corporation operates in both Montvale and Rocky
Mount, Virginia. The Montvale plant is situated on a 75 acre site owned by
the Registrant, approximately 20 acres of which are regularly used in its
scrap processing operation, with an annual production capacity of
approximately 18,000 tons. The new Rocky Mount facility is located on a
100 acre site owned by Shredded Products Corporation, partially consisting
of a 25 acre industrial landfill used for the disposal of its auto fluff,
and another 25 acres of which are regularly used in its shredding
operation, with an annual production capacity of approximately 150,000
tons.
John W. Hancock, Jr., Inc. is located in Roanoke County near
Salem, Virginia. The plant is situated on a 37 acre site owned by Hancock,
Inc., 17 acres of which are regularly used in its operations. Buildings on
the site contain 131,614 square feet of floor space.
Socar, Inc. and its subsidiaries are located in Florence, South
Carolina, and in Continental and Bucyrus, Ohio. The Florence facility is
located on a 28 acre site owned by Socar, Inc., 16 acres of which are
regularly used in its operations. Buildings on the site contain 93,359
square feet of floor space. The plant located on a 31 acre site
PART I
(con'd.)
in Continental, Ohio, owned by Socar, Inc., has 81,172 square feet of
floor space in manufacturing buildings, situated on 8 acres regularly used
in its operations. There is an idle facility in Bucyrus, Ohio, owned by
Socar, Inc. (leased to an unaffiliated manufacturer), and located on a 17 acre
site, 7 acres of which contain 118,228 square feet of building floor space.
RESCO Steel Products Corporation operates from a building
containing 43,340 square feet of floor space, located in Salem, Virginia,
on a 7 acre site owned by RESCO.
The various buildings are of modern design, well-maintained, and
suitable and adequate for the requirements of the business.
ITEM 3. LEGAL PROCEEDINGS
A County of Roanoke (County) landfill site, where the Registrant
disposed of furnace dust from 1969 until 1976, was placed on the National
Priorities List as a Superfund site in 1989. The United States
Environmental Protection Agency (EPA) has notified the Registrant and the
County of their potential liability and responsibility for costs of
response at the landfill site and adjacent streams. The Registrant has
entered into a cost-sharing agreement with the County for response action
(cleanup) at the landfill site and sharing of contribution received from
other potentially responsible parties, if any. Under EPA oversight, the
County completed remediation action there in 1995. The Registrant's costs
associated with that work were reflected in past financial statements or in
the accompanying financial statements. Under a consent order and EPA
oversight, the Registrant, is implementing a removal action (cleanup) of
the streams. While the cost of future response activities or any future
claims associated with the streams is difficult to project, management
believes such costs would not have a materially adverse effect on the
consolidated financial position, results of operations and competitive
position of the Registrant. See Note 7, "Commitments and Contingent
Liabilities", in Notes to Consolidated Financial Statements contained in
the Registrant's 1995 Annual Report to Stockholders, filed as an Exhibit to
this Form 10-K.
PART I
(con'd.)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of stockholders during
the fourth quarter of the fiscal year covered.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following
list is included as an unnumbered Item in Part I of this report in lieu of
being included in the Proxy Statement for the Annual Meeting of Shareholders
to be held on February 20, 1996.
The names, ages and positions of all of the executive officers of
the Registrant as of October 31, 1995 are listed below with their business
experience with the Registrant for the past five years. Officers are
elected annually by the Board of Directors at the first meeting of
directors following the annual meeting of shareholders. There are no family
relationships among these officers, nor any agreement or understanding
between any officer and any other person pursuant to which the officer was
selected.
Thomas J. Crawford, 40, has served as Secretary of the Registrant
since January 1985 and as Assistant Vice President since January 1993;
prior thereto, he had served as Manager of Inside Sales since 1984 and as a
Sales Representative since 1977. He has 18 years of service with the
Registrant.
Donald R. Higgins, 50, has served as Vice President - Sales of
the Registrant since January 1986; prior thereto, he had served as General
Sales Manager since 1984 and Assistant Sales Manager since 1978. He has 30
years of service with the Registrant.
John E. Morris, 54, has served as Vice President - Finance of the
Registrant since October 1988 and as Assistant Treasurer since 1985; prior
thereto, he had served as Controller since 1971. He has 24 years of
service with the Registrant.
PART I
(con'd.)
William L. Neal, 68, has served as President of John W. Hancock,
Jr., Inc. (wholly-owned subsidiary of the Registrant) since October 1984
and as Director of the Registrant since January 1989; prior thereto, he had
served as Executive Vice President since December 1972. He has 40 years of
service with Hancock, Inc.
Donald G. Smith, 60, has served as Chairman of the Board of the
Registrant since February 1989, as Chief Executive Officer since November
1986, as President and Treasurer since January 1985 and as Director of the
Registrant since April 1984; prior thereto, he had served as Vice President
- - Administration since September 1980 and as Secretary since January 1967.
He has 38 years of service with the Registrant.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The specified information required by this item is incorporated by
reference to the information under the heading "Stock Activity" in the 1995
Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
The specified information required by this item is incorporated by
reference to the information under the heading "Selected Financial Data" in
the 1995 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The specified information required by this item is incorporated by
reference to the information under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the 1995
Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The specified information required by this item is incorporated by
reference to the information under the headings "Independent Auditors'
Report", "Consolidated Financial Statements" and "Notes to Consolidated
Financial Statements" in the 1995 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The specified information required by this item is incorporated
by reference to the information under the heading "Information Concerning
Directors and Nominees" in the Proxy Statement dated December 22, 1995, as
filed with the Commission, or is included under the heading "Executive
Officers of the Registrant" in Part I of this 10-K filing. The disclosure
required by Item 405 of Regulation S-K is not applicable.
ITEM 11. EXECUTIVE COMPENSATION
The specified information required by this item is incorporated
by reference to the information under the headings "Executive
Compensation", "Compensation and Stock Option Committee Report on Executive
Compensation", "Compensation Committee Interlocks and Insider
Participation", "Performance Graph" and "Board of Directors and Committees
- -- Director Compensation" in the Proxy Statement dated December 22, 1995,
as filed with the Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The specified information required by this item is incorporated
by reference to the information under the headings "Security Ownership of
Certain Beneficial Owners" and "Security Ownership of Management" in the
Proxy Statement dated December 22, 1995, as filed with the Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The specified information required by this item is incorporated
by reference to the information under the heading "Compensation Committee
Interlocks and Insider Participation" in the Proxy Statement dated December
22, 1995, as filed with the Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
(1) The following financial statements are filed as part of
the 1995 Annual Report to Stockholders which is incorporated by reference:
(a) Consolidated Balance Sheets
(b) Consolidated Statements of Stockholders' Equity
(c) Consolidated Statements of Earnings
(d) Consolidated Statements of Cash Flows
(e) Notes to Consolidated Financial Statements
(f) Independent Auditors' Report
Individual financial statements of the Registrant are not being
filed because the Registrant is primarily an operating company and its
subsidiaries do not have minority equity interests and/or long-term
indebtedness (including current portions) to any person outside the
consolidated group (excluding long-term indebtedness which is
collateralized by the Registrant by guarantee, pledge, assignment or
otherwise), in amounts which together exceed 5 percent of the total
consolidated assets.
.
PART IV
(con'd.)
(2) Pursuant to Regulation S-K the following Exhibit Index is
added immediately preceding the exhibits filed as part of the subject Form
10-K:
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
(3) (a) Articles of Incorporation 20
Incorporated by
Reference
(b) By-Laws, as amended 21
(4) Instruments Defining the Rights of
Security Holders 22
(10) * (a) Executive Officer Incentive Arrangement 23
Incorporated by
Reference
* (b) Roanoke Electric Steel Corporation
Employees'Stock Option Plan 23
Incorporated by
Reference
(13) 1995 Annual Report to Stockholders 24
(21) Subsidiaries of the Registrant 25
(23) Consent of Independent Auditors 26
(27) Financial Data Schedule 27
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Registrant during
the last quarter of the fiscal period covered by the Annual Report.
* Management contract, or compensatory plan or agreement, required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14 (c).
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.
ROANOKE ELECTRIC STEEL CORPORATION
Registrant
By: Donald G. Smith
Donald G. Smith, Chairman,
President, Treasurer and
Chief Executive Officer
(Principal Executive Officer,
Principal Financial Officer
and Director)
Date: January 25, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Name and Title Date
Donald G. Smith January 25, 1996
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
(Principal Executive Officer, Principal
Financial Officer and Director)
John E. Morris January 25, 1996
John E. Morris, Vice President - Finance
and Assistant Treasurer (Principal
Accounting Officer)
George B. Cartledge, Jr. January 25, 1996
George B. Cartledge, Jr. Director
Paul E. Torgersen January 25, 1996
Paul E. Torgersen Director
William L. Neal January 25, 1996
William L. Neal Director
Thomas L. Robertson January 25, 1996
Thomas L. Robertson Director
Gordon C. Willis January 25, 1996
Gordon C. Willis Director
EXHIBIT NO. 3 (a)
ARTICLES OF INCORPORATION
Incorporated by reference to the previously filed Form 10-K for
October 31, 1990 on file in the Commission office.
EXHIBIT NO. 3 (b)
BY-LAWS, AS AMENDED
EXHIBIT NO. 4
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
Pursuant to Item 601(b) (4) (iii) of Regulation S-K, the
Registrant hereby undertakes to furnish to the Commission, upon request,
copies of the instruments defining the rights of holders of the long-term
debt of Roanoke Electric Steel Corporation and its subsidiaries described
in its 1995 Annual Report to Stockholders and Form 10-K.
EXHIBIT NO. 10
* (a)
EXECUTIVE OFFICER INCENTIVE ARRANGEMENT
Incorporated by reference to the previously filed Form 10-K for
October 31, 1993 on file in the Commission office.
* (b)
ROANOKE ELECTRIC STEEL CORPORATION
EMPLOYEES' STOCK OPTION PLAN
Incorporated by reference to the previously filed Form 10-K for
October 31, 1992 on file in the Commission office.
* Management contract, or compensatory plan or agreement, required to be
filed as an Exhibit to this Form 10-K pursuant to Item 14 (c).
EXHIBIT NO. 13
1995 ANNUAL REPORT TO STOCKHOLDERS
EXHIBIT NO. 21
SUBSIDIARIES OF THE REGISTRANT
Registrant: Roanoke Electric Steel Corporation
Organized Under
Subsidiary of Registrant Jurisdiction of
Shredded Products Corporation Virginia
John W. Hancock, Jr., Inc. Virginia
Socar, Incorporated South Carolina
RESCO Steel Products Corporation Virginia
Roanoke Technical Treatment and Services, Inc. Virginia
EXHIBIT NO. 23
DELOITTE & TOUCHE LLP
Suite 1401 Telephone: (910) 721-2300
500 West Fifth Street Facsimile: (910) 721-2301
P.O. Box 20129
Winston-Salem, North Carolina 27120-0129
CONSENT OF INDEPENDENT AUDITORS
Roanoke Electric Steel Corporation:
We hereby consent to the incorporation by reference in Registration
Statement Nos. 33-27359 and 33-35243 on Form S-8 of our report dated
November 17, 1995, appearing in and incorporated by reference in this
Annual Report on Form 10-K of Roanoke Electric Steel Corporation for the
year ended October 31, 1995.
Deloitte & Touche LLP
Winston-Salem, North Carolina
January 25, 1996
Deloitte Touche
Tohmatsu
International
EXHIBIT NO. 27
FINANCIAL DATA SCHEDULE