-----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, RA7y9ZO/aXPdlKkYiwUQoMjmPs/fh7cIf7idTYfVIa6C25z11itRt81XVZG5HFCr kVb676idU3sWqVxOrRMuLw== 0000902664-97-000214.txt : 19970703 0000902664-97-000214.hdr.sgml : 19970703 ACCESSION NUMBER: 0000902664-97-000214 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970702 SROS: AMEX GROUP MEMBERS: JEFFREY L.GENDELL GROUP MEMBERS: TONTINE FINANCIAL PARTNERS LP GROUP MEMBERS: TONTINE MANAGEMENT, L.L.C. GROUP MEMBERS: TONTINE OVERSEAS ASSOCIATES, L.L.C. GROUP MEMBERS: TONTINE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAYOU STEEL CORP CENTRAL INDEX KEY: 0000807877 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 721125783 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40087 FILM NUMBER: 97635648 BUSINESS ADDRESS: STREET 1: RIVER RD STREET 2: P O BOX 5000 CITY: LA PLACE STATE: LA ZIP: 70069 BUSINESS PHONE: 5046524900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TONTINE FINANCIAL PARTNERS LP CENTRAL INDEX KEY: 0001000934 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 31 W 52ND ST 17 FL CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 31 WEST 52ND ST STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 FORMER COMPANY: FORMER CONFORMED NAME: TONTINE PARTNERS L P DATE OF NAME CHANGE: 19960509 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ SCHEDULE 13D Under the Securities Exchange Act of 1934* BAYOU STEEL CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 073051104 (CUSIP Number) Jeffrey L. Gendell 200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695 Name, address and telephone number of person authorized to receive notices and communications) June 20, 1997 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 purposes of Section 18 of the Securities Exchange Act of 1934 (Act) 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). [page 1 of 13] 13D CUSIP No. 073051104 ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tontine Partners, L.P. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** WC, 00 ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 230,700 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 230,700 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,700 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** PN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! [page 2 of 13] 13D CUSIP No. 073051104 ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tontine Management, L.L.C. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** 00 ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 230,700 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 230,700 ____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,700 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** 00 _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! [page 3 of 13] 13D CUSIP No. 073051104 ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tontine Overseas Associates, L.L.C. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** 00 ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 345,400 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 345,400 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,400 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IA _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! [page 4 of 13] 13D CUSIP No. 073051104 ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey L. Gendell _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** 00 ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 576,100 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 576,100 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 576,100 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! [page 5 of 13] 0tem 1. Security and Issuer. This statement relates to the Class A common stock with $.01 par value (the "Common Stock"), of Bayou Steel Corporation (the "Company"). The Company's principal executive offices are located at River Road, P.O. Box 5000, Laplace, Louisiana, 70069. Item 2. Identity and Background. (a) This statement is filed by: (i) Tontine Partners, L.P., a Delaware limited partnership ("TP")with respect to shares of Common Stock beneficially owned by it; (ii) Tontine Management, L.L.C., a limited liability company organized under the laws of the State of Delaware ("TM"), with respect to the shares of Common Stock directly owned by TP; (iii) Tontine Overseas Associates, Ltd., a limited liability company organized under the laws of the State of Delaware ("TOA"), which serves as investment manager to Tontine Overseas Fund, Ltd., a company organized under the laws of the Cayman Islands ("TOF"), with respect to the shares of Common Stock directly owned by TOF; and (iv) Jeffrey L. Gendell, with respect to the shares of Common Stock directly owned by each of TP and TOF. The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business and principal office of TP, TM, and TOA is 200 Park Avenue, Suite 3900, New York, New York 10166. The business address of Mr. Gendell is 200 Park Avenue, Suite 3900, New York, New York 10166. (c) The principal business of TP is serving as a private investment limited partnership investing in various industries. The principal business of TM is serving as general partner to TP and Tontine Financial Partners, L.P., an affiliated private investment limited partnership. The principal business of TOA is that of an investment adviser engaging in the purchase and sale of securities on behalf of clients. Mr. Gendell serves as the Managing Member of TM. Mr. Gendell also serves as the Managing Member of TOA. (d) None of the persons referred to in paragraph (a) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). [page 6 of 13] (e) None of the persons referred to in paragraph (a) has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) TP is a limited partnership organized under the laws of the State of Delaware. TM and TOA are a limited liability companies organized under the laws of the State of Delaware. Mr. Gendell is a United States citizen. Item 3. Source and Amount of Funds and Other Consideration. The net investment cost (including commissions, if any) of the shares of Common Stock held by TP and TOF is approximately $776,300, and $1,177,402 respectively. Mr. Gendell does not own directly any shares of Common Stock. The shares of Common Stock held by TP and TOF were purchased with working capital and on margin. TP's margin transactions are with Furman Selz LLC, on such firm's usual terms and conditions. TOF's margin transactions are with Furman Selz LLC, on such firm's usual terms and conditions. All or part of the shares of Common Stock held by TP or TOF may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to TP or TOF. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. Item 4. Purpose of the Transaction. The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchases of the shares of Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company. Although the acquisition of the shares of Common Stock by the Reporting Persons is for investment purposes, each Reporting Person will pursue discussions with management to maximize long-term value for shareholders. Each of the Reporting Persons may make further purchases of shares of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by it at any time. None of the Reporting Persons have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time and from time to time, review or reconsider their position and formulate plans or proposals with respect thereto, but have no present intention of doing so. [page 7 of 13] Item 5. Interest in Securities of the Issuer. A. Tontine Partners, L.P. (a) Aggregate number of shares beneficially owned: 230,700 Percentage: 2.2%. The percentages used herein and in the rest of Item 5 are calculated based upon the 10,613,380 shares of Class A Common Stock ("Common Stock") issued and outstanding as reflected in the Company's form 10-Q for the period ending March 31, 1997, filed on May 02, 1997. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 230,700 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 230,700 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days, which were all in the open market, are set forth in Schedule A and are incorporated by reference. (d) Tontine Management, L.L.C., the general partner of TP, has the power to direct the affairs of TP, including decisions respecting the disposition of the proceeds from the sale of the shares. Mr. Gendell is the Managing Member of Tontine Management, L.L.C. and in that capacity directs its operations. (e) Not Applicable. B. Tontine Management, L.L.C. (a) Aggregate number of shares beneficially owned: 230,700 Percentage: 2.2% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 230,700 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 230,700 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions on behalf of TP in the Common Stock within the last sixty days, which were all in the open market, are set forth in Schedule A and are incorporated by reference. (d) Mr. Gendell is the Managing Member of Tontine Management, L.L.C., and has the power to direct the affairs of TP, including decisions respecting the disposition of the proceeds from the sale of the shares with respect to TP. (e) Not Applicable. [page 8 of 13] C. Tontine Overseas Associates, L.L.C. (a) Aggregate number of shares beneficially owned: 345,400 Percentage: 3.3% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 345,400 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 345,400 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock on behalf of clients (including TOF) within the last sixty days, which were all in the open market, are set forth in Schedule B and are incorporated by reference. (d) Each of the clients of TOA has the power to direct the receipt of dividends from or the proceeds of sale of such shares. (e) Not Applicable. D. Jeffrey L. Gendell. (a) Aggregate number of shares beneficially owned: 576,100 Percentage: 5.4% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 576,100 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 576,100 (c) Mr. Gendell did not enter into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock on behalf of TP and TOF, which were all in the open market, are set forth in Schedules A and B, respectively, and are incorporated by reference. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Joint Acquisition Statement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended. [page 9 of 13] SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: July 2, 1997 /s/ JEFFREY L. GENDELL Jeffrey L. Gendell, individually, and as managing member of Tontine Management, L.L.C., general partner of Tontine Partners, L.P., and as managing member of Tontine Overseas Associates, L.L.C. [page 10 of 13] Schedule A TONTINE PARTNERS, L.P. Price Per Share Date of Number of Shares (including commissions, Transaction Purchased/(Sold) if any) 05/30/97 34,000 3.29 06/03/97 50,000 3.27 06/04/97 6,250 3.23 06/05/97 8,850 3.29 06/05/97 36,350 3.27 06/06/97 65,000 3.45 06/13/97 2,000 3.54 06/20/97 18,550 3.59 06/24/97 9,700 3.54 [page 11 of 13] Schedule B TONTINE OVERSEAS ASSOCIATES, L.L.C. - MANAGED ACCOUNTS Price Per Share Date of Number of Shares (including commissions, Transaction Entity Purchased/(Sold) if any) 05/30/97 TOF 66,000 3.29 06/03/97 TOF 50,000 3.27 06/04/97 TOF 6,250 3.23 06/05/97 TOF 8,850 3.29 06/05/97 TOF 36,350 3.27 06/06/97 TOF 65,000 3.45 06/10/97 TOF 10,500 3.53 06/11/97 TOF 9,200 3.54 06/18/97 TOF 30,000 3.60 06/19/97 TOF 10,000 3.60 06/20/97 TOF 18,550 3.59 06/26/97 TOF 5,000 3.54 06/27/97 TOF 8,200 3.52 06/30/97 TOF 5,000 3.54 07/01/97 TOF 5,000 3.48 07/02/97 TOF 11,500 3.63 [page 12 of 13] EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(f)1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, as amended, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, as amended, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or its contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or its knows or has reason to believe that such information is inaccurate. DATED: July 2, 1997 /s/ JEFFREY L. GENDELL Jeffrey L. Gendell, individually, and as managing member of Tontine Management, L.L.C., general partner of Tontine Partners, L.P., and as managing member of Tontine Overseas Associates, L.L.C. [page 13 of 13] -----END PRIVACY-ENHANCED MESSAGE-----