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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, 1998
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 November 30, 1998: $150,806,409
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of November 30, 1998.
11,075,888 Shares outstanding
Portions of the following documents are incorporated by reference:
(1) 1998 Annual Report to Stockholders in Part II.
(2) Proxy Statement dated December 28, 1998 in Part III.
PART I
ITEM 1. BUSINESS
(a) General Development of Business.
During the fiscal year ended October 31, 1998, 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. 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, and
currently is uncertain as to a specific time for start-up. During fiscal
year 1994, the Registrant's auto shredding subsidiary, Shredded Products
Corporation, completed construction of a modern facility in Rocky Mount,
Virginia, and in November 1994 began operations at this locality, at a
total investment in excess of $8,000,000 for plant and equipment. This
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. During the later part of 1996, the Registrant, at its main
plant, completed the installation of a new ladle refining furnace and the
upgrade of an electric arc furnace, for approximately $17,000,000. With
this new state-of-the-art equipment in operation, the Registrant has
increased raw steel production, improved quality, reduced production costs
and improved operating efficiencies. Also in 1996, the Registrant closed
on an unsecured $60,000,000 credit facility with a syndicate of lenders.
The facility was comprised of a $30,000,000 ten-year term loan and a
$30,000,000 five-year revolver. The term loan was used to purchase
additional equipment and refinance debt at much lower interest rates. The
revolver replaced lines of credit that were not legally binding. This
restructuring of debt provided the Registrant with the capital resources
necessary to maintain its competitive position and ensure future growth.
In January 1996, Socar, Inc., a South Carolina subsidiary, sold its
long-time idle plant in Bucyrus, Ohio to the unaffiliated manufacturer who
had been leasing the facility for several years under a lease-purchase
agreement, for a final settlement price of $130,000. The other
subsidiaries of the Registrant, John W. Hancock, Jr., Inc. and RESCO Steel
Products Corporation, 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.
After the close of fiscal 1998, the Registrant announced that it will,
pursuant to an agreement signed November 10, 1998, acquire, through a
tender offer followed by a merger, Steel of West Virginia, Inc. ("SWVA"), a
Huntington, West Virginia, steel manufacturer. The transaction
contemplates that the Registrant will pay $10.75 per share of each
outstanding share of common stock of SWVA, on a fully-diluted basis, and
assume all of SWVA's indebtedness, in a transaction worth
PART I
(con'd.)
approximately $116.7 million. The transaction has been unanimously
approved by the Boards of Directors of both companies, and the Board of
SWVA has recommended that its shareholders accept the Registrant's offer.
The offer is subject to customary conditions, including the tender of a
majority of the shares of SWVA common stock and termination of the
Hart-Scott-Rodino waiting period. Through the merger, SWVA will become a
wholly-owned subsidiary of Roanoke Electric Steel Corporation, and each
share of SWVA common stock not purchased in the offer will be converted to
the right to receive the cash price paid per share in the offer. The
obligations of Roanoke Electric Steel Corporation are not subject to any
financing condition. However, a bank syndicate has been arranged for
financing the transaction. As part of the transaction, SWVA has granted an
option to the Registrant to purchase up to 1,196,148 newly issued shares of
SWVA common stock, exercisable upon the occurrence of certain events, and
to pay a $5,000,000 "break-up" fee under certain circumstances. Finally,
as a part of the transaction, SWVA amended its Shareholder Rights Plan to
provide that Roanoke Electric Steel Corporation will not become and
"Acquiring Person" or trigger the dilution provisions of that Plan by
preceding with this transaction. SWVA operates a mini-mill in Huntington,
West Virginia, and steel fabrication facilities in Huntington and Memphis,
Tennessee. The company earned approximately $5,000,000 on sales of
approximately $113,000,000 in 1997. Employment is approximately 600 in
West Virginia and Tennessee. SWVA, headquartered in Huntington, West
Virginia, custom designs and manufactures special steel products
principally for use in the construction of truck trailers, industrial lift
trucks, off-highway construction equipment (such as bulldozers and
graders), manufactured housing, guard rail post and mining equipment. The
Registrant and SWVA do not generally compete as regards customers and
products.
(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.
PART I
(con'd.)
FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS
AND CLASSES OF PRODUCTS OR SERVICES
1998 1997 1996
Sales to Unaffiliated Customers:
Merchant Steel $116,226,463 $113,588,649 $104,180,746
Bar Joists & $121,000,869 $115,017,371 $112,572,549
Billets $57,976,642 $36,502,619 $29,533,357
$295,203,974 $265,108,639 $246,286,652
Net Earnings from Operations $19,875,409 $16,883,068 $15,414,834
Identifiable Assets $189,210,889 $176,860,219 $167,015,901
(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.
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.
PART I
(con'd.)
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 in fiscal 1998 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 250 mile radius of the
mill. It is purchased through the David J. Joseph Company who are scrap
brokers. The Shredded Products subsidiary supplies 10,000 to 15,000 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.
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.
PART I
(con'd.)
(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 1998, sales (tons) by the Registrant to
John W. Hancock, Jr., Inc.,
Socar, Inc. and RESCO Steel Products Corporation, wholly-owned
subsidiaries, were approximately 9%, 6% and less than 1% of the
Registrant's total sales (tons), respectively. The largest nonaffiliated
customer purchased approximately 25% of total sales (tons) ---13% 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. Demand and backlogs continued high through
1996, allowing for increased bar product shipments, in spite of increased
competition, which forced sharp reductions in selling prices throughout the
industry. As competition eased during 1997, bar product shipments
PART I
(con'd.)
increased with higher demand, causing improvements in order levels,
backlogs and prices. Strong business conditions kept bar prices up during
fiscal 1998, in spite of the temporary drop in merchant bar shipments,
caused by excess inventories at steel service centers.
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. Generally strong business conditions within the
commercial construction industry continued during 1996 to bring
improvements to selling prices for fabricated products, while shipment
levels were relatively flat, as weather related construction delays offset
otherwise strong demand. Even though market conditions continued to be
favorable during 1997, competition within the industry forced lower selling
prices for fabricated products, and also kept shipment levels flat.
Continued favorable market conditions in the construction industry during
fiscal 1998 led to the increased shipments and level selling prices for
fabricated products.
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
PART I
(con'd.)
shipments, although domestic shipments improved significantly. While the
export markets 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. A planned melt shop
shutdown during 1996 to install a new ladle furnace and upgrade an electric
arc furnace was unexpectedly prolonged due to problems with construction
and installation, resulting in a sharp decline in billet production and
causing a significant reduction in billet shipments for the year, while the
highly competitive export market remained in effect. Billet selling prices
declined with a downward trend in scrap prices. Increased billet shipments
for 1997 resulted both from increased production, which hampered shipments
last year, and improved domestic demand, as export markets remained very
competitive. Lower scrap prices continued to keep billet prices down. The
significant increase in billet shipments for fiscal 1998 was attributable
to record raw steel production, coupled with unprecedented demand. Billet
prices were flat due to relatively unchanged scrap prices.
(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)
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 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 performed a removal
action at the streams, which included removal, treatment and on-site
placement of materials and affected sediment and soil. EPA confirmed
completion of the required work on September 14, 1997. The only remaining
obligation under either order was reimbursement of certain EPA oversight
costs, which were paid during 1998. 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 or oversight costs associated with the landfill or streams.
Management believes such costs, if any, 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 1998 Annual Report to Stockholders, filed as
an Exhibit to this Form 10-K.
PART I
(con'd.)
Near the end of fiscal year 1996, the Registrant began treating a
portion of its electric arc furnace dust, a hazardous substance, utilizing
its own stabilization process. Significant savings are being realized as
this process replaces off-site and more expensive treatment methods that
had been used 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 a net aggregate cost of over $8,000,000. Annual operating
expenses and depreciation of all pollution control equipment and waste
disposal costs are in excess of $3,600,000 in the aggregate. The
Registrant is expected to spend less than $1,000,000 for additional
pollution control and waste disposal equipment and facilities during
subsequent fiscal years. Adoption of the Clean Air Act Amendments of 1990,
or any other environmental concerns, 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, 1998, the Registrant employed 531 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 317, 268, 58 and 41 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, although, there were no foreign sales of excess billets
or other products during fiscal years 1996, 1997 and 1998. 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.
ITEM 2. PROPERTIES
The Registrant owns 72 acres situated in the City of Roanoke,
Virginia, which comprises its main plant, of which 25 acres are used to
provide 345,000 square feet of manufacturing space with an annual billet
capacity of approximately 650,000 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 I
(con'd.)
Part of this new Shredded Products property is being used as an approved
industrial landfill. The remaining 337 acres of this land, 64 acres of
which was sold in 1995, 1997 and 1998 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 24,000 tons. The 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 subsidiary are located in Florence, South
Carolina, and in Continental, 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 32 acre site in Continental, Ohio, owned by
Socar, Inc., has 86,400 square feet of floor space in manufacturing
buildings, situated on 8 acres regularly used in its operations.
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) 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 entered
into a cost-sharing agreement with the County for response action (cleanup)
at the landfill site and sharing of cost reimbursement received from other
potentially responsible parties, if any. The County has filed suit to
recover such costs. 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. Under a consent order and EPA
oversight, the Registrant completed in 1997 a removal action (cleanup) of
the streams, and in 1998 final
PART I
(con'd.)
oversight costs were paid. While the cost of future response activities or
any future claims associated with the landfill or streams is difficult to
project, management believes such costs, if any, 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 1998 Annual Report to
Stockholders, filed as an Exhibit to this Form 10-K.
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 16, 1999.
The names, ages and positions of all of the executive officers of
the Registrant as of October 31, 1998 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, 43, has served as Secretary of the Registrant
since January 1985 and as Vice President-Administration since February
1998; prior thereto, he had served as Assistant Vice President
since January 1993, as Manager of Inside Sales since 1984 and as a Sales
Representative since 1977. He has 21 years of service with the Registrant.
Donald R. Higgins, 53, 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 33
years of service with the Registrant.
John E. Morris, 57, 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 27 years of
service with the Registrant.
PART I
(con'd.)
Donald G. Smith, 63, 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 41 years of service with the Registrant.
FORWARD-LOOKING STATEMENTS
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and
development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause the Company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of the Company's business include economic and
industry conditions, availability and prices of supplies, prices of steel
products, competition, governmental regulations, interest rates, inflation,
labor relations, environmental concerns, and others.
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 1998
Annual Report to Stockholders. The Registrant did not during fiscal year
1998 make any sale of securities not registered under the Securities Act of
1993.
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 1998 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The specified information, including Year 2000 compliance issues,
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 1998 Annual Report to Stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The specific information required by this item is incorporated
by reference to the information under the headings "Notes to Consolidated
Financial Statements" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the 1998 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 1998 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 28, 1998, to
be 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", "Performance Graph" and "Board of Directors and Committees
- -- Director Compensation" in the Proxy Statement dated December 28, 1998,
to be 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 28, 1998, to be filed with the Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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 filed as part of the
1998 Annual Report to Stockholders are incorporated herein 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, as amended 20
Incorporated by
Reference
(b) By-Laws, as amended 21
Incorporated by
Reference
(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
* (c) Roanoke Electric Steel Corporation
Non-Employee Directors' Stock Option Plan 23
Incorporated by
Reference
* (d) Roanoke Electric Steel Corporation
Consulting Arrangement 23
* (e) Roanoke Electric Steel Corporation
Severance Agreements 23
Incorporated by
Reference
(f) Merger Agreement of Steel of West Virginia, Inc.
into Roanoke Electric Steel Corporation 23
Incorporated by
Reference
(13) 1998 Annual Report to Stockholders 24
(21) Subsidiaries of the Registrant 25
(23) Independent Auditors' Consent 26
(27) Financial Data Schedule 27
PART IV
(con'd.)
(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: December 14, 1998
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 December 14, 1998
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
(Principal Executive Officer, Principal
Financial Officer and Director)
John E. Morris December 14, 1998
John E. Morris, Vice President - Finance
and Assistant Treasurer (Principal
Accounting Officer)
George B. Cartledge, Jr. December 14, 1998
George B. Cartledge, Jr. Director
Frank A. Boxley December 14, 1998
Frank A. Boxley Director
Charles I. Lunsford, II December 14, 1998
Charles I. Lunsford, II Director
John C. Wilson December 14, 1998
John D. Wilson Director
EXHIBIT NO. 3 (a)
ARTICLES OF INCORPORATION, AS AMENDED
Incorporated by reference to the previously filed Form 10-K for
October 31, 1996 on file in the Commission office.
EXHIBIT NO. 3 (b)
BY-LAWS, AS AMENDED
Incorporated by reference to the previously filed Form 10-Q for
April 30, 1997 on file in the Commission office.
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 1998 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
EXHIBIT NO. 10 (b)
ROANOKE ELECTRIC STEEL CORPORATION
EMPLOYEES' STOCK OPTION PLAN
1. Purpose. The Roanoke Electric Steel Corporation Employees'
Stock Option Plan (the "Plan") is intended to advance the interests of
Roanoke Electric Steel Corporation (the "Company"), its stockholders and
its subsidiaries by encouraging and enabling selected officers and other
employees, especially key employees, upon whose judgment, initiative and
efforts the Company is largely dependent for the successful conduct of
its business, to acquire and retain a proprietary interest in the
Company by ownership of its stock. The taxation of options granted under
the Plan is intended to be governed by Section 83 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the options are not
intended to meet the requirements of Section 422A of the Code.
2. Definitions. The following words and phrases as used herein
shall have the meanings indicated below:
A. "Board" means the Board of Directors of the Company.
B. "Committee" means the body administering the Plan as
contemplated by paragraph 3 of this document.
C. "Common Stock" means the Company's no par value Common Stock.
D. "Date of Grant" means the date upon which an option is granted
under the Plan.
E. "Fair Market Value" means on a specific date the closing sales
price of the Common Stock on a nationally recognized stock exchange or,
if not traded on such an exchange, the NASDAQ National Market System on
the date involved if that is a trading day, or if not, the first trading
day prior to such day. If the Common Stock is not quoted on the NASDAQ
National Market System, then Fair Market Value shall mean the average
between the bid and asked prices on the date involved if that is a trading
day, or if not, the first trading day prior to such day.
F. "Option" means an option granted under the Plan.
G. "Optionee" means a person to whom an Option which has not
expired has been granted under the Plan.
H. "Plan Year" means the period beginning November 1 and ending
October 31, except that the first Plan Year shall begin with the date of
stockholder approval described in paragraph 10 and end on October 31, 1989.
I. "Subsidiary" means a subsidiary corporation of the Company which
is controlled by the Company directly or indirectly within the meaning of
Section 368(c) of the Code.
3. Administration of Plan. The Board shall appoint a Committee to
administer the Plan. The Committee shall consist of not less than three (3)
members of the Board. No member of the Board shall be a member of the
Committee if he is at the time or has at any time within the one year prior
to his potential appointment to the Committee been eligible to receive an
Option under the Plan or any other plan of the Company or any of its
affiliates entitling the participants therein to acquire stock, stock
options or stock appreciation rights of the Company or any of its affiliates.
The Committee shall report all action taken by it to the Board. The
Committee shall have full and final authority in its sole discretion,
subject to the provisions of the Plan, to determine the individuals to
whom and the time or times at which Options shall be granted and the number
of shares of Common Stock covered by each Option, to construe and interpret
the Plan, to determine the terms and provisions of the respective option
agreements (which need not be identical), and to make all other
determinations and take all other actions deemed necessary or advisable for
the proper administration of the Plan. The Committee may correct any
defects, omissions or ambiguities, or reconcile any inconsistencies in the
Plan or in any document issued pursuant to the Plan in the manner and to
the extent it shall deem reasonably desirable. All such actions and
determinations shall be conclusively binding for all purposes upon all
persons.
4. Committee Procedures. The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a
quorum. All determinations of the Committee shall be made by not less than
a majority of its members. Any decision or determination reduced to writing
and signed by all members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held. The Committee may
appoint a secretary, shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
5. Participants. Options may be granted under the Plan to any
person who is an officer or employee (including officers and employees who
are also directors) of the Company or any of its Subsidiaries. A director
of the Company or any of its Subsidiaries who is not also an employee will
not be eligible to receive an Option. In determining the employees to whom
Options will be granted and the number of shares to be covered by each
Option, the Committee may take into account the nature of the services
rendered by the respective employees, their present and potential
contributions to the Company's success and such other factors as the
Committee in its discretion shall deem relevant. An employee who has been
granted an Option under the Plan may be granted an additional Option or
Options under the Plan if the Committee shall so determine in accordance
with the provisions hereof.
6. Shares Available. The aggregate number of shares of the
Company's Common Stock which may be issued upon the exercise of options
granted under the Plan shall not exceed 50,000 per Plan Year, subject to
adjustment under the provisions of paragraph 7. The shares of Common Stock
to be issued upon the exercise of options may be authorized but unissued
shares or shares issued and reacquired by the Company. In the event any
Option shall, for any reason, terminate or expire or be surrendered without
having been exercised in full, the shares subject to such Option but not
purchased thereunder shall again be available for Options to be granted
under the Plan.
7. Adjustments. Each Option agreement may contain such provisions
as the Committee shall determine to be appropriate for the adjustment of the
number and class of shares subject to such Option and option price in the
event of changes in the outstanding Common Stock by reason of any stock
dividend, split-up, recapitalization, combination or exchange of shares,
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation and the like, and, in the event of any such
change in the outstanding Common Stock, the aggregate number and class of
shares available under the Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.
8. Terms and Conditions of Options. Any Option granted under the
Plan shall be evidenced by an agreement executed by the Company and the
applicable officer or employee and shall contain such terms and be in such
form as the Committee may from time to time approve, subject to the
following limitations and conditions:
A. Option price. The option price per share with respect
to each Option shall be equal to 85% of the Fair Market Value of a share
of the Common Stock on the Date of Grant.
B. Period of Option. The expiration date of each Option
shall be fixed by the Committee, however, such expiration date shall not
be more than five (5) years from the Date of Grant.
C. Vesting of Stockholder Rights. An Optionee shall have
none of the rights of a stockholder of the Company until the certificates
evidencing the shares purchased are delivered to such Optionee.
D. Exercise of Option. Each Option shall be exercisable
from time to time over a period commencing on the Date of Grant and ending
upon the expiration or termination of the Option, provided, however, that
the Committee may, by the provisions of any option agreement, limit the
number of shares purchasable thereunder in any period or periods of time
during which the Option is exercisable. An Option shall not be exercisable
in whole or in part prior to the date of stockholder approval of the Plan.
E. Termination of Option. Each Option held by an Optionee
shall terminate upon the earlier of the following:
(i) The expiration date stated in the Option;
(ii) The death of the Optionee;
(iii) The termination of employment of the Optionee with
the Company or with any of its Subsidiaries for any
reason other than total and permanent disability;
(iv) The date which is the twelve (12) month anniversary
of the date upon which the Optionee became totally
and permanently disabled; or
(v) The date which is thirty (30) days prior to the
scheduled date of termination of employment of the
Optionee with the Company or with any of its
Subsidiaries for any reason other than total and
permanent disability.
Total and permanent disability under this Plan shall be determined by the
Committee on the basis of competent medical evidence, but the entitlement
of the Optionee to disability benefits under federal Social Security laws
shall be conclusive evidence of total and permanent disability.
F. Method of Exercising Option. An Option may be exercised
by giving written notice of exercise to the Company specifying the number of
shares to be purchased and by paying in full in cash the exercise price
and any additional sums required as hereinafter described. The proceeds
received by the Company in cash will be used for general corporate purposes.
Upon notification of the amount due and prior to or concurrently with the
delivery to the Optionee of certificate representing any shares purchased
pursuant to the exercise of an Option, the Optionee shall promptly pay to
the Company any amount necessary to satisfy applicable income, employment,
federal, state or local tax withholding or other requirements, and the
Optionee shall not be entitled to a certificate until such amounts are paid.
Furthermore, if the Optionee does not realize income at the time of the
exercise of the Option, then within five (5) business days of the date of
realization of income by the Optionee pursuant to the provisions of
Section 83 of the Code, the Optionee shall notify the Company of such event
and the Optionee shall pay the Company upon demand the amount of any income,
employment, or other taxes, whether federal, state or local, if any, which
are required by law to be withheld or otherwise paid with regard to such
event. The Optionee shall indemnify the Company and its Subsidiaries for
any loss they incur by reason of Optionee's failure to comply with the
previous sentence.
G. Nontransferability of Option. No Option shall be
transferable or assignable by an Optionee, and each Option shall be
exercisable during the Optionee's lifetime only by him or by his guardian
or legal representative. No Option shall be pledged or hypothecated in any
way and no Option shall be subject to execution, attachment, or similar
process except with the express consent of the Committee.
9. Restrictions on Issuing Shares. The exercise of each Option
shall be subject to the condition that if at any time the Company shall
determine in its discretion that the listing, registration, or qualification
of any shares otherwise deliverable upon such exercise upon any securities
exchange or under any state or federal law, or that the consent or approval
of any regulatory body, is necessary or desirable as a condition of, or in
connection with, such exercise or the delivery or purchase of shares pursuant
thereto, then in such event such exercise shall not be effective unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
10. Effective Date of Plan. The Plan is subject to approval of the
stockholders of the Company and will become effective on the date approved
by said stockholders.
11. Amendment or Termination of Plan. There is no express limitation
upon the duration of the Plan. However, the Plan may be terminated, modified
or amended by the Board at any time, provided, however, that the Board may
not, without the approval of the majority of the outstanding stock of the
Company having general voting power increase the maximum number of shares for
which options may be granted under the Plan, increase the periods during
which options may be granted or exercised, change the Option price or change
the class of employees eligible to be granted Options. No termination,
modification or amendment of the Plan may, without the consent of the
employee to whom any Option shall theretofore have been granted, adversely
affect the rights of such employee under such Option.
As evidence of its adoption of the Plan, the Company has caused this
document to be signed by its officer duly authorized, this 15th day of
November, 1988.
ROANOKE ELECTRIC STEEL
CORPORATION
By: Donald G. Smith
President
* (c)
ROANOKE ELECTRIC STEEL CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Incorporated by reference to the previously filed Form 10-K for
October 31, 1997 on file in the Commission office.
*(d)
ROANOKE ELECTRIC STEEL CORPORATION
CONSULTING ARRANGEMENT
In January 1996, the Company entered into an arrangement with
William L. Neal, a director of the Company and former President of John W.
Hancock, Jr., Inc., whereby Mr. Neal agreed to provide consultation and
advisory services to the Company and its subsidiaries. The arrangement
will continue in effect until terminated by either party. The Company has
agreed to pay Mr. Neal a retainer fee of $2,000 per month and an hourly
project rate of $100, plus expenses. Mr. Neal retired as director during
fiscal 1998.
* (e)
ROANOKE ELECTRIC STEEL CORPORATION
SEVERANCE AGREEMENTS
Incorporated by reference to the previously filed Form 10-K for
October 31, 1996 on file in the Commission office.
(f)
MERGER AGREEMENT OF STEEL OF WEST VIRGINIA, INC.
INTO ROANOKE ELECTRIC STEEL CORPORATION
Incorporated by reference to Exhibit (c)(1) of the previously
filed Schedule 14D-1 (Dated November 17, 1998), as amended and supplemented,
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
1998 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: (336) 721-2300
500 West Fifth Street Facsimile: (336) 721-2301
P.O. Box 20129
Winston-Salem, North Carolina 27120-0129
INDEPENDENT AUDITORS' CONSENT
Roanoke Electric Steel Corporation:
We consent to the incorporation by reference in Registration Statement Nos.
33-27359, 33-35243 and 333-25299 of Roanoke Electric Steel Corporation on
Form S-8 of our report dated November 18, 1998, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Roanoke
Electric Steel Corporation for the year ended October 31, 1998.
Deloitte & Touche LLP
Winston-Salem, North Carolina
December 14, 1998
EXHIBIT NO. 27
FINANCIAL DATA SCHEDULE