-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LaWJ+9b2kGA7PFthkQxYWoG3V3Id9a/X1upFexSmRsrr5TpRSYMcONqVdScW/4jC OZshyJlC6rA39OSFMAIqAA== 0000897204-97-000097.txt : 19970418 0000897204-97-000097.hdr.sgml : 19970418 ACCESSION NUMBER: 0000897204-97-000097 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970417 SROS: NASD GROUP MEMBERS: CENTAUR, INC. GROUP MEMBERS: HEIDTMAN STEEL PRODUCTS, INC. GROUP MEMBERS: KEYLOCK INVESTMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL DYNAMICS INC CENTRAL INDEX KEY: 0001022671 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 351929476 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49143 FILM NUMBER: 97582840 BUSINESS ADDRESS: STREET 1: 4500 COUNTY RD 59 CITY: BUTLER STATE: IN ZIP: 46721 BUSINESS PHONE: 2198688000 MAIL ADDRESS: STREET 1: 4500 COUNTY RD 59 CITY: BUTLER STATE: IN ZIP: 46721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYLOCK INVESTMENT LTD CENTRAL INDEX KEY: 0001037918 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2401 FRONT STREET CITY: TOLEDO STATE: OH ZIP: 00000 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________________ SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ){1} STEEL DYNAMICS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 858119 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) _____________________ Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (SEE Rule 13d-7.) [FN] {1} The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). CUSIP NO. 858119 10 0 13G PAGE 2 OF 11 PAGES
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Keylock Investments Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*} (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Ireland 5 SOLE VOTING POWER NUMBER OF 3,017,139 (See Footnote 1 to Item 4) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH 7 SOLE DISPOSITIVE POWER REPORTING 3,017,139 (See Footnote 2 to Item 4) PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,017,139 (See Footnote 1 to Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12 TYPE OF REPORTING PERSON{*} CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 858119 10 0 13G PAGE 3 OF 11 PAGES
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Heidtman Steel Products, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*} (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4) EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,017,139 BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY CENTAUR, INC. (See also Footnote 1 to Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% (but see 9 above) 12 TYPE OF REPORTING PERSON{*} CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 858119 10 0 13G PAGE 4 OF 11 PAGES
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Centaur, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*} (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4) EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,017,139 BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY CENTAUR, INC. (See also Footnote 1 to Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% (but see 9 above) 12 TYPE OF REPORTING PERSON{*} CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE CUSIP NO. 105368203 13G PAGE 5 OF 11 PAGES
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS John C. Bates 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*} (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4) EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8 SHARED DISPOSITIVE POWER WITH 3,017,139 (DISCLAIMED See 9 Below) (See also Footnote 1 to Item 4) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,017,139 BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED BY JOHN C. BATES (See also Footnote 1 to Item 4) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% (but see 9 above) 12 TYPE OF REPORTING PERSON{*} IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(A). NAME OF ISSUER: The name of the Issuer is Steel Dynamics, Inc. (the "Company"). ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The address of the principal executive offices of the Company is: 4500 County Road 59 Butler, Indiana 46721 ITEM 2(A). NAME OF PERSON FILING: (i) Keylock Investments Limited ("Keylock") (ii) Heidtman Steel Products, Inc. ("Heidtman") (iii) Centaur, Inc. ("Centaur") (iv) John C. Bates ("Bates") Bates is the beneficial owner of a controlling interest in Centaur, Centaur is the beneficial owner of a controlling interest in Heidtman, and Heidtman is the beneficial owner of a controlling interest in Keylock. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: (i) 17 Dame Street, Dublin 2, Republic of Ireland. (ii) 2401 Front Street, Toledo, Ohio. (iii) 2401 Front Street, Toledo, Ohio. (iv) 3215 Edgevale, Lambertville, Michigan 48144 ITEM 2(C). CITIZENSHIP: Incorporated by reference to item 4 of the cover page pertaining to each reporting person. ITEM 2(D). TITLE OF CLASS OF SECURITIES: This statement relates to the Company's Common Stock, par value $.01 per share. ITEM 2(E). CUSIP NUMBER: The CUSIP Number is 858119 10 0 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: Not Applicable ITEM 4. OWNERSHIP. (a) Keylock owns beneficially and of record 3,017,139 shares of the Common Stock of the Company. (1) Except as disclosed in this Item 4(a), none of Keylock, Heidtman, Centaur or Bates beneficially owns any securities of the Company or has a right to acquire any securities of the Company. (b) Keylock beneficially owns 7.9% of the Common Stock. (1) Beneficial ownership of all shares of the Common Stock of the Company is disclaimed by each of Heidtman, Centaur and Bates. (c) (i) Keylock has the sole power to vote or direct the voting of 3,017,139 shares of the Common Stock (subject to the Stockholders Agreement described below in footnote 1). (1) Except as disclosed in this Item 4(c)(i), none of Keylock, Heidtman, Centaur and Bates has the sole power to vote or to direct the voting of any shares of the Common Stock. PAGE (ii) None of Keylock, Heidtman, Centaur and Bates has the shared power to vote or to direct the voting of any shares of the Common Stock. (1) (iii) Keylock has the sole power to dispose or direct the disposition of 3,017,139 shares of the Common Stock (subject to the Lock-up Letter described below in footnote 2). (2) Except as disclosed in this Item 4(c)(iii), none of Keylock, Heidtman, Centaur and Bates has the sole power to dispose or to direct the disposition of any shares of the Common Stock. (iv) None of Keylock, Heidtman, Centaur and Bates has the shared power to dispose or to direct the disposition of any shares of the Common Stock. (2) FOOTNOTES TO ITEM 4: (1) Keylock is a party to a Stockholders Agreement, dated as of June 30, 1994 (as amended, the "Stockholders Agreement"), among the Company, Keylock, Mazelina Anstalt and various other stockholder groups identified therein (including, General Electric Capital Corporation, Low Cost Limited Partnership, the Management Group, Preussag Stahl AG, Sumitomo and members of the Subdebt Group). Pursuant to the Stockholders Agreement, the shares owned by the stockholder signatories (the "Stockholder Shares") to the Stockholders Agreement are subject to certain prior rights and obligations as between the parties. For a period of 10 years or until the date upon which 25% of the outstanding Common Stock of the Company has been sold pursuant to effective registration statements under the Securities Act of 1933, as amended (a "public float"), each holder of Stockholder Shares (including Keylock) has agreed to vote all of its Stockholder Shares, inter alia, maintain the authorized number of directors on the Company's Board of Directors (currently 10 persons) and, further, to elect to the Board one representative designated by the holders of a majority of certain stockholder groups (including a representative selected by Keylock and Mazelina Anstalt selected jointly). In addition, in the event that the Company's Board of Directors approves a sale of the Company, not otherwise prohibited by the Stockholders Agreement, each holder of Stockholder Shares is required to consent thereto. This undertaking ceases to apply upon the earlier to occur of a sale of the Company or a public float. As of December 31, 1996, the other parties to the Stockholders Agreement owned 33,459,890 shares (including 2,805,958 shares beneficially owned by Mazelina Anstalt) of the Common Stock in addition to the 3,017,139 Stockholder Shares owned by Keylock for a combined total of 36,477,029 shares of the Common Stock of the Company, or 76.3% of the total shares of Common Stock of the Company outstanding as of December 31, 1996. For so long as the provision of the Stockholders Agreement described in this Footnote (1) remain in effect Keylock may be deemed by virtue of the Stockholders Agreement to share voting power with Mazelina Anstalt and/or other holders of Stockholder Shares as to matters subject to the Stockholders Agreement and, hence, to beneficially own all of the Stockholder Shares. Keylock disclaims beneficial ownership of shares of the Common Stock of the Company other than the 3,017,139 shares of Common Stock owned by Keylock. Heidtman, Centaur and Bates disclaim beneficial ownership of all shares of the Common Stock of the Company. (2) Keylock is a party to a "lock-up" agreement dated November 7, 1996 (the "Lock Up"), with Morgan Stanley & Co. Incorporated ("Morgan Stanley"), pursuant to which Keylock has agreed that Keylock shall not, for a period of 180 days following the effective date of the registration statement of the Company (November 21, 1996), without the prior written consent of Morgan Stanley, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock of the Company or any security convertible into or exercisable or PAGE exchangeable for Common Stock of the Company, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of the Common Stock of the Company, whether any such transaction described in clause (1) or clause (2) above, is to be settled by delivery of the Common Stock of the Company or such other securities, in cash or otherwise. For so long as the Lock Up remains in effect, Keylock may be deemed to share with Morgan Stanley power to dispose of the shares of the Common Stock subject to the Lock Up. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 1997 ------------------------------------- (Date) /s/ Markus Hugelshofer ------------------------------------- (Signature) Markus Hugelshofer - Director ------------------------------------- KEYLOCK INVESTMENTS LIMITED February 14, 1997 ------------------------------------- (Date) /s/ John C. Bates ------------------------------------- (Signature) John C. Bates - President ------------------------------------- HEIDTMAN STEEL PRODUCTS INC. February 14, 1997 ------------------------------------- (Date) /s/ John C. Bates ------------------------------------- (Signature) John C. Bates - President ------------------------------------- CENTAUR, INC. February 14, 1997 ------------------------------------- (Date) /s/ John C. Bates ------------------------------------- (Signature) John C. Bates ------------------------------------- JOHN C. BATES PAGE INDEX TO EXHIBITS PAGE EXHIBIT 1 Agreement to Make a Joint Filing 11 PAGE EXHIBIT 1 TO SCHEDULE 13G FEBRUARY 14, 1997 Keylock Investments Limited, Heidtman Steel Products, Inc., Centaur, Inc. and John C. Bates hereby agree that unless differentiated, this Schedule 13G is filed on behalf of each of the parties. By:/s/ Marcus Hugelshofer - --------------------------------------------------------------------------- Keylock Investments Limited Marcus Hugelshofer/Director By:/s/ John C. Bates - --------------------------------------------------------------------------- Heidtman Steel Products, Inc. John C. Bates/President By:/s/ John C. Bates - --------------------------------------------------------------------------- Centaur, Inc. John C. Bates/President By:/s/ John C. Bates - --------------------------------------------------------------------------- John C. Bates -----END PRIVACY-ENHANCED MESSAGE-----