Back to GetFilings.com
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 September 30, 1996
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 0-14061
STEEL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0712014
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15415 Shelbyville Road, Louisville, KY 40245
(Address of principal executive offices)
Registrant's telephone number, including area code 502-245-2110
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
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 amendments to
this Form 10-K. [X]
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of November 29,
1996, computed by reference to the closing price of the registrant's Common
Stock, as quoted in the NASDAQ National Market System on such date:
$118,811,788.
Number of shares of the registrant's Common Stock outstanding at November 29,
1996: 11,967,238.
Portions of the registrant's annual report to shareholders for the fiscal year
ended September 30, 1996 are incorporated by reference into Part II.
Portions of the definitive proxy statement furnished to shareholders of
the registrant in connection with the annual meeting of shareholders to be
held on January 23, 1997 are incorporated by reference into Part III.
PART I
ITEM 1. BUSINESS
GENERAL
Steel Technologies Inc. ("the Company") was incorporated under the laws of
the state of Kentucky in 1971 as Southern Strip Steel, Inc. In June 1985, the
name of the corporation was changed to Steel Technologies Inc.
The Company is an intermediate steel processor engaged in the business of
processing flat rolled steel to specified close tolerances in response to
orders from industrial customers who require steel of precise thickness,
width, temper and finish for their manufacturing purposes. The business of
the Company consists of purchasing commercial tolerance steel in coils
up to 72 inches in width from major steel mills, processing it to the precise
thickness, width, temper and finish specified by its customers and
distributing the processed steel from its Kentucky, Indiana, Michigan,
Maryland and Mexico plants to locations in 36 states primarily in the East,
Midwest and South, as well as into Mexico and Canada. The Company's principal
processed products include cold-rolled strip and sheet, cold-rolled one-pass
strip, high carbon and alloy strip and sheet, hot-rolled strip and sheet,
high strength low alloy strip and sheet, hot-rolled pickle and oil and
coated strip and sheet and pickling of hot-rolled black coils.
Intermediate steel processors occupy a niche between the primary steel
producers and industrial customers who need processed steel for their end-
product manufacturing purposes. The primary producers have historically
emphasized the sale of commercial tolerance steel to large volume purchasers
and have generally viewed the intermediate steel processor as an integral
part of this customer base. Furthermore, end-product manufacturers have
increasingly sought to purchase steel with closer tolerances, on shorter lead
times, and with more reliable and more frequent delivery than the primary
producers can efficiently provide. Additionally, most manufacturers are not
willing to commit to the investment in technology, equipment and inventory
required to further process the steel for use in their manufacturing
operations. These industry forces have created a market in which the
strength of the Company's business is based upon its capability to process
steel to more precise specifications and to service the steel purchasing and
delivery requirements of its customers more expeditiously than the primary
producers.
STEEL PROCESSING
The Company maintains a substantial inventory of coiled steel purchased from
the primary producers and mini-mills. This steel, purchased as a continuous
sheet, typically 36 to 72 inches wide, between .015 and .625 inches thick, and
rolled into a 10 to 25-ton coil--is known as "commercial tolerance" because its
ranges of thickness, width and temper are established by general industry
standards which may not be of sufficient quality for the manufacturing purposes
of the Company's customers. By purchasing various kinds of steel in large
quantities and at predetermined intervals, the Company attempts to purchase
its raw materials at the lowest competitive prices for the quality purchased.
Customer orders are entered in a computerized order entry system, and
appropriate inventory is then selected and scheduled for processing in
accordance with the customer's specified delivery date. The Company attempts
to maximize yield from its inventory by scheduling customer orders to use to
the fullest extent practicable the purchased widths of its coils. One of the
first processing functions involves the pickling of hot rolled black coil
steel. This process is a cleaning process that improves the quality of hot
rolled steel by removing the scale on the surface of the steel and prepares
the hot rolled steel for further processing. Pickling is performed on both
a toll basis as well as on hot rolled steel which is owned by the Company
and will be further processed. The next processing function typically involves
slitting coils to specified widths subject to close tolerances. After
slitting, the processed product is ready for either delivery to the customer
or additional processing.
Many of the Company's orders involve an additional process known as "cold
reduction." Cold reduction reduces the thickness of the steel to a customer's
specification by passing the steel through a set of rolls under pressure. This
process significantly increases the value added by the Company to the product.
During the rolling process the edges of the steel may also be conditioned into
square, full round or partially round shapes. After cold reduction, it is
sometimes necessary to subject the rolled steel to high temperatures for long
periods of time in order to "anneal" or soften the steel. This annealing
capability is accomplished in the Company's own furnaces and is particularly
suitable for high carbon and alloy strip orders. After annealing, orders are
then ready for additional slitting and cold reduction and subsequent shipment
to the customer.
The Company has achieved high quality and productivity levels through its
commitment to state-of-the-art equipment used to perform the pickling,
slitting, cold reduction and annealing processes. The Company's pickling
facility is capable of high volume pickling, leveling, coating and slitting
of hot rolled steel to greater than industry standards. The Company's slitting
lines are capable of maintaining width tolerances of +/-.002 inches. The
Company has computerized all of its rolling equipment, which has improved its
capability to deliver flat rolled steel products processed to closer than
standard tolerances. The Company's computerized rolling mills are capable of
maintaining thickness tolerances of +/-.0003 inches. Computers monitor
thickness during the cold reduction process, rapidly adjusting roll position to
maintain the proper tolerance as the steel passes through the rolling mill.
The computers also provide both visual displays and documented records of
the thickness maintained throughout the entire coil. Annealing is accomplished
in high convection bell furnaces. These furnaces feature extraordinary thermal
consistency, rapid water cooling and advanced atmosphere controls for good
surface cleanliness of the rolled steel product.
QUALITY CONTROL
The ability to obtain high quality steel from its suppliers on a consistent
basis is critical to the Company's business. Historically, about 3% of the
Company's raw material has failed to conform to the requirements for which it
was purchased, and most of this nonconforming raw material is diverted to less
critical applications. The Company, through its technical services department,
has instituted strict quality control measures to assure that the quality of
purchased raw materials will allow the Company to meet the specifications of
its customers and to reduce the costs of production interruptions resulting
from poor quality steel. Physical, chemical, and metallographic analyses are
performed on selected raw materials to verify that their mechanical and
dimensional properties, cleanliness, surface characteristics, and chemical
content are acceptable. Similar analyses are conducted on processed steel on
a selected basis before delivery to the customer. The Company also uses
statistical process control techniques to monitor its slitting and cold
reduction processes so management can document to customers that required
tolerances have been continuously maintained throughout processing. This close
attention to product quality has enabled the Company to limit the amount of
customer returns and allowances on average over the last three years to
approximately 1.1% of its sales. The Company's technical services department
and its metallurgical laboratory are located in the research and
development engineering and technology center in Shelbyville, Kentucky.
MARKETING
The Company's marketing staff consists of salesmen located in Michigan,
Indiana, Kentucky, Tennessee, Illinois, Missouri, Ohio, Pennsylvania, Maryland,
Wisconsin and Mexico. In addition to cultivating additional business from
existing customers and developing new accounts, these salesmen are responsible
for identifying market trends in their assigned areas. The marketing staff is
supported by an Executive Vice President, three regional Vice Presidents-Sales,
and by the Company's technical services department which develops application
engineering ideas. The Company is frequently requested to recommend the type
of steel which can best serve a customer's specific needs.
CUSTOMERS AND DISTRIBUTION
The Company produces to customer order rather than for inventory. Although
some blanket orders are taken for periods of up to one year, such blanket
orders represent a projection of anticipated customer requirements and do not
become firm orders until the customer calls for delivery of specified
quantities of particular products at specified times. The Company is therefore
required to maintain a substantial inventory of raw materials to meet the short
lead times and just-in-time delivery requirements of many of its customers.
Customers typically place firm orders for delivery within two to three weeks.
The Company's backlog of firm orders at October 31, 1996 was $31,768,000,
approximately 7% higher than the $29,573,000 at October 31, 1995.
The Company processes steel for sale to a variety of industrial customers,
including those in the automotive, automotive supply, appliance, lawn and
garden, machinery and office equipment industries. In fiscal 1996, 1995,and
1994 sales to the automotive industry accounted for 16% of the Company's
sales; sales to the automotive supply industry accounted for 58%, 58% and
59%, respectively. The Company believes its long-term relationships with
its major customers are a significant factor in its business.
The Company supplies processed steel to approximately 650 active accounts.
These customers are generally located within 300 miles of one of the
Company's plants. The location of Company facilities near a great number of
customers permits the efficient distribution of the Company's products by
truck. Independent trucking companies afford a convenient and expeditious
means for shipping approximately two-thirds of the Company's products to its
customers. The Company also maintains a small number of heavy-duty trucks
to provide flexible delivery service to those customers who do not arrange for
their own shipping needs.
SUPPLIERS
The Company obtains steel for processing from a number of primary producers and
mini-mills including AK Steel Corporation, Weirton Steel Corporation, LTV
Steel Company, Gallatin Steel Company, and Rouge Steel Company. The Company
obtains its raw material requirements by ordering steel possessing specified
physical qualities and alloy content. By purchasing in large quantities at
predetermined intervals, the Company attempts to purchase its raw materials at
the lowest competitive prices for the quality purchased. The Company believes
that it is not dependent on any one of its suppliers for raw materials and that
its relationships with its suppliers are good.
JOINT VENTURES
In April 1987, the Company formed Mi-Tech Steel, Inc., a 50% owned corporate
joint venture with Mitsui Steel Development Co., Inc. Mi-Tech Steel, Inc. was
established to own and operate high-volume steel slitting facilities to serve
Japanese and domestic automotive and appliance parts manufacturers located in
the United States. The initial processing facility was opened in December
1987 in Murfreesboro, Tennessee. In January 1990, a second Mi-Tech Steel
processing facility opened in Greensburg, Indiana. Steel Technologies is
providing management services for the Mi-Tech Steel operations.
In October 1990, the Company established Processing Technology, Inc., a
corporate joint venture with LTV Steel Company and Mitsui Steel Development
Co., Inc. Processing Technology operates facilities in Perrysburg, Ohio and
Burns Harbor, Indiana, which process flat rolled steel and provide steel
storage principally for LTV Steel Company. Both facilities began operations
in fiscal 1992.
COMPETITION
Steel processing is highly competitive. The Company primarily competes with a
small number of other intermediate steel processors who are capable of process-
ing steel to closer than standard tolerances, none of whom could be considered
dominant in the industry. The primary characteristics of competition
encountered by the Company are quality of product, reliability of delivery and
price.
ENVIRONMENTAL MATTERS
The Company's manufacturing facilities are subject to many existing and
proposed federal, state and foreign regulations designed to protect the
environment. Presently, the Company has no knowledge of any pending or
threatened litigation or administrative proceeding against the Company
involving environmental matters. Management believes the Company's manu-
facturing facilities are in compliance with applicable federal, state and
foreign environmental regulations, and is not presently aware of any fact or
circumstance which would require the expenditure of material amounts for
environmental compliance in the future.
EMPLOYEES
As of October 31, 1996, the Company employed 686 people, including 122 at its
Eminence plant, 142 at its Portage plant, 100 at its Canton plant, 29 at its
Elkton plant, 12 at its Peru plant, 62 at its Mexico plant, 81 at its Ghent
plant, 122 at its Louisville/Shelbyville locations and 16 salesmen located in
their respective market areas. The hourly employees in the Company's
Canton, Michigan facility are represented by the United Auto Workers under
a collective bargaining agreement. In 1995 the Portage, Indiana hourly
employees voted to be represented by the United Steel Workers. The Company
is currently negotiating a collective bargaining agreement with the union.
The Company has never experienced a significant work stoppage and considers
its employee relations to be good.
ITEM 2. PROPERTIES
The Company's principal processing plants are as follows:
Production Plant Date Production
Plant Location Capacity Size Opened Capabilities
Eminence, Kentucky 150,000 tons 140,000 sq.ft. 1971 S,R,A
Portage, Indiana 210,000 tons 220,000 sq.ft. 1987 S,R,A
Elkton, Maryland 60,000 tons 60,000 sq.ft. 1989 S,R
Canton, Michigan 210,000 tons 190,000 sq.ft. 1991 S,R,A
Peru, Indiana 40,000 tons 40,000 sq.ft. 1992 S
Monterrey, Mexico 60,000 tons 26,000 sq.ft. 1994 S,R
Ghent, Kentucky 500,000 tons 205,000 sq.ft. 1995 S,P
S=Slitting
R=Cold Reduction
A=Annealing
P=Pickling and Leveling
All of the processing plants are majority-owned by the Company. During 1996,
the Company sold approximately 501,000 tons of processed steel from its
manufacturing plants. In addition, the Ghent pickling facility processed
114,000 tons of material owned by others.
The Company's engineering division, technical services and metallurgical lab
are located in Shelbyville, Kentucky in a 35,000 square foot building owned by
the Company.
The Company's executive offices are located in Louisville, Kentucky in a 30,000
square foot building owned by the Company.
Mi-Tech Steel operates two high volume steel slitting operations. The
Murfreesboro, Tennessee plant, was expanded to 230,000 square feet in 1993.
The Greensburg, Indiana plant currently consists of 160,000 square feet of
manufacturing and storage space.
All operating properties are in good repair and in suitable condition for
the purposes for which they are used. The Company's Elkton, Maryland
processing plant and the executive office building are subject to outstanding
mortgages covering certain long-term financing arrangements.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists the names, positions held and ages of all the
executive officers of the Company:
Name Age Title
Merwin J. Ray 67 Chairman of the Board and Chief
Executive Officer
Bradford T. Ray 38 President and Chief Operating Officer
Michael J. Carroll 39 Executive Vice President
Howard F. Bates, Jr. 50 Vice President-Technical Services
Kenneth R. Bates 37 Vice President-Finance, Chief Financial
Officer, Secretary and Treasurer
Officers are elected annually by and serve at the discretion of the Board of
Directors. Messrs. Merwin Ray, Bradford Ray, Howard Bates and Carroll are
members of the Company's Board of Directors.
Mr. Merwin J. Ray has served as Chairman of the Board of the Company since its
incorporation in 1971, and as Chief Executive Officer since May 1985. He
previously held the position of President of the Company from 1971 until May
1985. Mr. Merwin J. Ray is the father of Bradford T. Ray, President and Chief
Operating Officer of the Company and father-in-law of Michael J. Carroll,
Executive Vice President of the Company.
Mr. Bradford T. Ray has served as President and Chief Operating Officer since
November 1994. He previously held the positions of Executive Vice President
from April 1993 to November 1994 and Vice President-Manufacturing of the
Company from January 1987 to April 1993.
Mr. Michael J. Carroll has served as Executive Vice President since January
1995. He previously held the positions of Senior Vice President-Sales from
April 1993 to January 1995 and Vice President-Sales from July 1987 to
April 1993.
Mr. Howard F. Bates, Jr. has served as Vice President-Technical Services since
November 1981. From August 1977 to November 1981, he held the position of
Manager of Technical Services.
Mr. Kenneth R. Bates has served as Vice President-Finance, Chief Financial
Officer, Secretary and Treasurer of the Company since March 1990. He
previously held the position of Corporate Controller from March 1986 to March
1990.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The information required for Item 5 is incorporated by reference herein,
pursuant to General Instruction G(2), from the information provided under the
section entitled "Market Price and Dividend Information" on page 11 of the
Company's annual report to shareholders for the year ended September 30, 1996.
ITEM 6. SELECTED FINANCIAL DATA
The information required for Item 6 is incorporated by reference herein,
pursuant to General Instruction G(2), from the information provided under the
section entitled "Selected Financial Data" on page 10 of the Company's annual
report to shareholders for the year ended September 30, 1996.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required for Item 7 is incorporated by reference herein,
pursuant to General Instruction G(2), from the information provided under the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 12 through 15 of the Company's annual
report to shareholders for the year ended September 30, 1996.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of Steel Technologies Inc. and
Subsidiaries and Report of Independent Accountants, included in the Company's
annual report to shareholders for the year ended September 30, 1996, on pages
16 through 24 and the section entitled "Selected Quarterly Financial Data" on
page 11 thereof are incorporated herein by reference.
Consolidated Balance Sheets-September 30, 1996 and 1995
Consolidated Statements of Income-Years ended September 30, 1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity-Years ended September 30,
1996, 1995 and 1994
Consolidated Statements of Cash Flows-Years ended September 30, 1996, 1995 and
1994
Notes to Consolidated Financial Statements
Report of Independent Accountants
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3), the information required by Item 10 is
incorporated by reference herein from the material under the section entitled
"Election of Directors" contained on pages 3 through 7 in the Company's
definitive proxy statement filed with the Securities and Exchange Commission
related to the annual meeting of shareholders of Steel Technologies Inc. to be
held on January 23, 1997. The information regarding Executive Officers
required by Item 401 of Regulation S-K is included in Part I hereof under the
section entitled "Executive Officers of the Registrant". No disclosure is
required to be made under Item 405 of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G(3), the information required by Item 11 is
incorporated by reference herein from the material under the sections entitled
"Election of Directors - Compensation of Directors" contained on page 7 and
"Executive Compensation" contained on pages 8 and 9 in the Company's
definitive proxy statement filed with the Securities and Exchange Commission
related to the Company's annual meeting of shareholders to be held on January
23, 1997.
Information appearing in the sections entitled "Compensation Committee Report
on Executive Compensation" and "Performance Graph" contained on pages 10
through 14 in the Company's definitive proxy statement filed with the
Securities and Exchange Commission related to the Company's annual meeting of
shareholders to be held on January 23, 1997 shall not be deemed to be incor-
porated by reference in this report, notwithstanding any general statement
contained herein incorporating portions of such proxy statement by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction G(3), the information required by Item 12 is
incorporated by reference herein from the material under the sections entitled
"Voting Securities" contained on pages 2 and 3 and "Election of Directors"
contained on pages 3 through 7 in the Company's definitive proxy statement
filed with the Securities and Exchange Commission related to the Company's
annual meeting of shareholders to be held on January 23, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to General Instruction G(3), the information required by Item 13 is
incorporated by reference herein from the material under the sections entitled
"Certain Transactions" contained on pages 9 and 10 and "Election of Directors"
contained on pages 3 through 7 in the Company's definitive proxy statement
filed with the Securities and Exchange Commission related to the Company's
annual meeting of shareholders to be held on January 23, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The response to this portion of Item 14 is submitted as a
separate section of this report--See List of Financial
Statements under Item 8.
(a) (2) The following consolidated financial statement schedule of
Steel Technologies Inc. and Subsidiaries is included in a
separate section of this report, following the index to
exhibits on page E-1:
Valuation and Qualifying Accounts - Schedule II
Report of Independent Accountants
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are inapplicable,
and therefore have been omitted.
(3) Listing of Exhibits--See Index to Exhibits contained herein on
page E-1 of this report. The index to exhibits specifically
identifies each management contract or compensatory plan
required to be filed as an Exhibit to this Form 10-K.
(b) No report on Form 8-K was filed for the quarter ended September 30, 1996.
(c) Exhibits filed with this report are attached hereto.
STEEL TECHNOLOGIES INC. AND SUBSIDIARIES Page E-1
INDEX TO EXHIBITS
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 1996
Ref. Exhibit
# # Description
- --- ------ ------------------------------------------------
(a) 3.1 Restated Articles of Incorporation
of the Registrant
(a) 3.2 First Articles of Amendment to Restated
Articles of Incorporation of the Registrant
(d) 3.3 Second Articles of Amendment to Restated
Articles of Incorporation of the Registrant
(e) 3.4 Third Articles of Amendment to Restated
Articles of Incorporation of the Registrant
(e) 3.5 Amended By-Laws of the Registrant
(f) 10.1 Loan Agreement dated October 15, 1994,
between the Registrant and PNC Bank, Kentucky,
Inc., National City Bank, Kentucky, NBD Bank,
N.A. and Third National Bank, Nashville, Tennessee
(g) 10.1(a) First Amendment dated January 17, 1995 between
the Registrant and PNC Bank, Kentucky, Inc.,
National City Bank, Kentucky, NBD Bank, N.A.
and Third National Bank, Nashville, Tennessee
(h) 10.1(b) Second Amendment dated April 6, 1995 between
the Registrant and PNC Bank, Kentucky, Inc.,
National City Bank, Kentucky, NBD Bank, N.A.
and Third National Bank, Nashville, Tennessee
(i) 10.1(c) Third Amendment dated October 14, 1995 between
the Registrant and PNC Bank, Kentucky, Inc.,
National City Bank, Kentucky, NBD Bank, N.A.
and Third National Bank, Nashville, Tennessee
10.1(d) Fourth Amendment dated October 11, 1996 between
the Registrant and PNC Bank, Kentucky, Inc.,
National City Bank, Kentucky, NBD Bank, N.A.
and Third National Bank, Nashville, Tennessee
(h) 10.2 Note Agreement dated as of March 1, 1995, between
the Registrant and Principal Mutual Life
Insurance Company, Lincoln National Investment
Management Company, Jefferson-Pilot Life
Insurance Company and Northern Life Insurance
Company
(c) 10.3 (a) Incentive Stock Option Plan of the Registrant *
(b) 10.3 (b) Amendment #1, dated April 7, 1987 to the Incentive
Stock Option Plan of the Registrant *
(h) 10.3 (c) Registrant's 1995 Stock Option Plan *
(d) 10.5 Revised Employee Bonus Plan of the Registrant *
(b) 10.6 (a) Joint Venture Agreement dated March 30, 1987
between Mitsui & Co., LTD., Mitsui & Co.
(U.S.A.), Inc., Mitsui Steel Development Co.,
Inc., and the Registrant
(d) 10.6 (b) Amendment #1, dated February 28, 1989 to the Joint
Venture Agreement dated March 30, 1987 between
Mitsui & Co., LTD., Mitsui & Co. (U.S.A.), Inc.,
Mitsui Steel Development Co., Inc., and the
Registrant
(d) 10.7 (a) Loan Agreement dated as of November 1, 1989 between
the County Commissioners of Cecil County, Maryland
and the Registrant relating to Economic Development
Revenue Bonds
(d) 10.7 (b) Reimbursement, Credit and Security Agreement dated
as of November 1, 1989 between Citizens Fidelity
Bank and Trust Company and the Registrant relating
to Economic Development Revenue Bonds
(e) 10.8 Joint Venture Agreement dated October 16, 1990 among
Mitsui Steel Development Co., Inc. and LTV Steel
Company, Inc. and the Registrant
(e) 10.9 Form of Indemnification Agreement Between the
Registrant and its Directors *
(i) 10.10 Steel Technologies Inc. Restated Retirement Savings Plan
10.11 Collective Bargaining Agreement Between the United Auto
Workers and Steel Technologies Inc.
10.12 Nonemployee Directors Stock Option Plan *
11 Statement Re: Computation of Per Share Earnings
13 1996 Annual Report to Shareholders, filed herewith. The
annual report shall not be deemed to be filed with the
Commission except to the extent that information
is specifically incorporated by reference herein
21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Accountants
27 Financial Data Schedule
Alphabetic filed exhibit reference:
(a) Incorporated herein by reference to exhibits filed with the Company's Form
S-2 Registration Statement under the Securities Act of 1933
(No. 33-24209), which became effective September 28, 1988.
(b) Incorporated herein by reference to exhibits filed with the Company's
Annual Report on Form 10-K (file # 0-14061) for the fiscal year ended
September 30, 1987.
(c) Incorporated herein by reference to exhibits filed with the Company's Form
S-1 Registration Statement under the Securities Act of 1933 (No. 2-98617),
which became effective August 27, 1985.
(d) Incorporated herein by reference to exhibits filed with the Company's
Annual Report on Form 10-K (file # 0-14061) for the fiscal year ended
September 30, 1989.
(e) Incorporated herein by reference to exhibits filed with the Company's
Annual Report on Form 10-K (file # 0-14061) for the fiscal year ended
September 30, 1990.
(f) Incorporated herein by reference to exhibits filed with the Company's
Annual Report on Form 10-K (file # 0-14061) for the fiscal year ended
September 30, 1994.
(g) Incorporated herein by reference to exhibits filed with the Company's
Quarterly Report on Form 10-Q (file # 0-14061) for the quarter ended
December 31, 1994.
(h) Incorporated herein by reference to exhibits filed with the Company's
Quarterly Report on Form 10-Q (file # 0-14061) for the quarter ended
March 31, 1995.
(i) Incorporated herein by reference to exhibits filed with the Company's
Quarterly Report on Form 10-Q (file # 0-14061) for the fiscal year ended
September 30, 1995.
* Indicates management contract or compensatory plan and arrangement
STEEL TECHNOLOGIES INC. SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column E Column F
Additions
- ---------------------------------------------------------------------------------------------------------------
Balance at Charged to Charged to
Beginning Costs and Other Deductions- Balance at
Description of Period Expenses Accounts- Describe End of Period
Describe
Year Ended September 30, 1996:
Allowance for doubtful accounts $855,000 $269,300 - $249,528(A) $874,772
===================================================================
Year Ended September 30, 1995:
Allowance for doubtful accounts $910,000 $27,729 - $82,729(A) $855,000
===================================================================
Year Ended September 30, 1994:
Allowance for doubtful accounts $800,000 $133,099 - $23,099(A) $910,000
===================================================================
(A) Uncollectible accounts charged off, less recoveries.
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Steel Technologies Inc.
Our report on the consolidated financial statements of Steel Technologies Inc.
and subsidiaries dated November 7, 1996 has been incorporated by reference in
this Form 10-K from page 24 of the 1996 Annual Report to Shareholders of Steel
Technologies Inc. and subsidiaries. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the index in Item 14(a)(2) of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ COOPERS & LYBRAND L.L.P.
------------------------
Coopers & Lybrand L.L.P.
Louisville, Kentucky
November 7, 1996
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 behalf
by the undersigned thereunto duly authorized.
STEEL TECHNOLOGIES INC.
Dated: 12/20/96 By: /s/ KENNETH R. BATES
----------------
Kenneth R. Bates
Vice President - Finance,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Date Title
/s/ MERWIN J. RAY 12/20/96 Chairman of the Board of Directors
------------- Chief Executive Officer
Merwin J. Ray (Principal Executive Officer)
/s/ BRADFORD T. RAY 12/20/96
--------------- Director, President and Chief
Bradford T. Ray Operating Officer
/s/ HOWARD R. BATES, JR. 12/20/96
-------------------- Director and Vice President-Technical
Howard F. Bates, Jr. Services
/s/ MICHAEL J. CARROLL 12/20/96
------------------
Michael J. Carroll Director and Executive Vice President
/s/ RALPH W. MCINTYRE 12/20/96
-----------------
Ralph W. McIntyre Director
/s/ CHARLES A. MAYS 12/20/96
---------------
Charles A. Mays Director
/s/ WILLIAM E. HELLMANN 12/20/96
-------------------
William E. Hellmann Director
/s/ DALE L. ARMSTRONG 12/20/96
----------------- Director
Dale L. Armstrong
/s/ JIMMY DAN CONNER 12/20/96
---------------- Director
Jimmy Dan Conner