-----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, HNrUi8xC1uhD5l9Fkw0GFnye2Av34Qc4SHJdgwF0SfbahWobOqFOjpIJfxhB4BK4 a5+kyKjo9PTetxUKUuOJYQ== 0001104659-03-028461.txt : 20031212 0001104659-03-028461.hdr.sgml : 20031212 20031212165935 ACCESSION NUMBER: 0001104659-03-028461 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031212 GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHNITZER STEEL INDUSTRIES INC CENTRAL INDEX KEY: 0000912603 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 930341923 STATE OF INCORPORATION: OR FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42551 FILM NUMBER: 031052402 BUSINESS ADDRESS: STREET 1: 3200 NW YEON AVE STREET 2: P O BOX 10047 CITY: PORTLAND STATE: OR ZIP: 97210-0047 BUSINESS PHONE: 5032249900 MAIL ADDRESS: STREET 1: P O BOX 10047 CITY: PORTLAND STATE: OR ZIP: 97210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 a03-6225_1sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Schnitzer Steel Industries, Inc.

(Name of Issuer)

 

Class A Common Stock, $1.00 par value per share

(Title of Class of Securities)

 

806882106

(CUSIP Number)

 

Mark R. Beatty, Esq.
Cascade Investment, L.L.C.
2365 Carillon Point
Kirkland, WA 98033
(425) 889-7900

 

Matthew S. Topham, Esq.
Preston Gates & Ellis LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
(206) 623-7580

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 24, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [   ].

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 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 disclosures provided in a prior cover page.

 

The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 



 

CUSIP No.   806882106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 Cascade Investment, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]

 

 

6.

Citizenship or Place of Organization
State of Washington

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
452,400*

 

8.

Shared Voting Power
N/A

 

9.

Sole Dispositive Power
452,400*

 

10.

Shared Dispositive Power
N/A

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
452,400*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.4%**

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


*              All shares of Common Stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

**           The calculations included herein are based on a total of 13,304,516 shares of Common Stock, which is the number of shares outstanding as of November 1, 2003, as last reported by the Issuer in its Form 10-K for the fiscal year ended August 31, 2003, filed with the SEC on November 24, 2003.

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
William H. Gates III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check 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
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
452,400*

 

8.

Shared Voting Power
N/A

 

9.

Sole Dispositive Power
452,400*

 

10.

Shared Dispositive Power
N/A

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
452,400*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.4%**

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*              All shares of Common Stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

**           The calculations included herein are based on a total of 13,304,516 shares of Common Stock, which is the number of shares outstanding as of November 1, 2003, as last reported by the Issuer in its Form 10-K for the fiscal year ended August 31, 2003, filed with the SEC on November 24, 2003.

 

3



 

This Amendment No. 6 to Schedule 13D relates to the Class A Common Stock, $1.00 par value per share (the “Common Stock”), of Schnitzer Steel Industries, Inc. (the “Issuer”) and is being filed on behalf of the undersigned to amend the Schedule 13D that was originally filed on January 5, 1998 and previously amended by Amendment No. 1 filed with the SEC on September 18, 1998, by Amendment No. 2, filed with the SEC on October 15, 1998, by Amendment No. 3, filed with the SEC on May 30, 2003, by Amendment No. 4, filed with the SEC on August 5, 2003, and by Amendment No. 5, filed with the SEC on September 26, 2003.

Item 5.

Interest in Securities of the Issuer

(a)-(b)     The calculations included herein are based on a total of 13,304,516 shares of Common Stock, which is the number of shares outstanding as of November 1, 2003, as last reported by the Issuer in its Form 10-K for the fiscal year ended August 31, 2003, filed with the SEC on November 24, 2003 (the “2003 10-K”).  As of the close of business on December 11, 2003, Cascade owns 452,400 shares of Common Stock, constituting approximately 3.4% of the issued and outstanding shares of Common Stock.  All shares of Common Stock beneficially owned by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade and Mr. Gates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.

(c)           Between October 3, 2003 and November 24, 2003, Cascade sold a total of 92,000 shares of Common Stock on the dates and at the prices set forth on Exhibit 2 for cash in open market transactions.  Since November 24, 2003, the date on which Cascade and Mr. Gates determined that they were no longer the beneficial owners of more than five percent of the Common Stock, Cascade sold a total of 150,000 shares of Common Stock, which includes 25,000 shares sold on November 25 at an average price of $51.77, 25,000 shares sold on December 1 at an average price of $48.23 and 100,000 shares sold on December 2 at an average price of $48.61.  The sales were made for cash in open market transactions.

(d)           Not applicable.

(e)           Cascade and Mr. Gates determined on November 24, 2003, that they were no longer the beneficial owners of more than five percent of the Common Stock, as a result of a significant increase in the number of shares of Common Stock outstanding, as reported in the 2003 10-K filed on that date.

 

Item 7.

Material to Be Filed as Exhibits

 

 

Exhibit No.

 

Description

Exhibit 1

 

Name, business address and present principal occupation of each executive officer or person controlling Cascade Investment, L.L.C.*

 

 

 

Exhibit 2

 

Dates and prices of sales of Common Stock between October 3, 2003 and November 24, 2003

 


* Filed with Amendment No. 4, filed with the SEC on August 5, 2003.

 

4



 

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.

 

 

Dated: December 11, 2003

 

 

 

CASCADE INVESTMENT, L.L.C.

 

 

 

By

/s/ Michael Larson

 

 

 

Name: 

Michael Larson

 

 

Title:

Manager

 

 

 

WILLIAM H. GATES III

 

 

 

By

/s/ Michael Larson

 

 

 

Name: 

Michael Larson*

 

 

Title:

Attorney-in-fact

 

JOINT FILING AGREEMENT

 

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed, on behalf of each of us.

 

DATED: December 11, 2003

 

 

CASCADE INVESTMENT, L.L.C.

 

 

 

By

/s/ Michael Larson

 

 

 

Name: 

Michael Larson

 

 

Title

Manager

 

 

 

WILLIAM H. GATES III

 

 

 

By

/s/ Michael Larson

 

 

 

Name: 

Michael Larson*

 

 

Title:

Attorney-in-fact

 


* Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated March 14, 2001, by and on behalf of William H. Gates III, filed as Exhibit B to Cascade’s Amendment No. 1 to Schedule 13D with respect to Pan American Silver Corp. on March 19, 2001, SEC File No. 005-52919, and incorporated by reference herein.

 

5


EX-2 3 a03-6225_1ex2.htm EX-2

Exhibit 2

 

Between October 3, 2003 and November 24, 2003, Cascade sold a total of 92,000 shares of Common Stock on the dates and at the prices set forth below.

 

Date of Sale

 

Number of Shares Sold

 

Price per share ($)

 

10/3/2003

 

4,700

 

35.300

 

10/3/2003

 

19

 

35.301

 

10/3/2003

 

267

 

35.310

 

10/3/2003

 

14

 

35.320

 

10/3/2003

 

2,300

 

35.350

 

10/3/2003

 

200

 

35.360

 

10/3/2003

 

9,850

 

35.500

 

10/3/2003

 

200

 

35.520

 

10/3/2003

 

100

 

35.540

 

10/3/2003

 

800

 

35.550

 

10/3/2003

 

5,000

 

35.600

 

10/3/2003

 

50

 

35.620

 

10/3/2003

 

1,500

 

35.800

 

11/13/2003

 

300

 

42.330

 

11/13/2003

 

1,100

 

42.320

 

11/13/2003

 

1,500

 

42.290

 

11/13/2003

 

400

 

42.280

 

11/13/2003

 

100

 

42.260

 

11/13/2003

 

400

 

42.230

 

11/13/2003

 

200

 

42.220

 

11/13/2003

 

271

 

42.031

 

11/13/2003

 

1,100

 

42.030

 

11/13/2003

 

385

 

42.010

 

11/13/2003

 

244

 

42.000

 

11/13/2003

 

1,000

 

41.500

 

11/13/2003

 

2,800

 

41.400

 

11/13/2003

 

1,000

 

41.390

 

11/13/2003

 

1,190

 

41.330

 

11/13/2003

 

2,210

 

41.300

 

11/13/2003

 

200

 

41.290

 

11/13/2003

 

100

 

41.281

 

11/13/2003

 

700

 

41.280

 

11/13/2003

 

2,700

 

41.250

 

11/13/2003

 

600

 

41.240

 

11/13/2003

 

100

 

41.221

 

11/13/2003

 

2,500

 

41.200

 

11/13/2003

 

1,900

 

41.180

 

11/13/2003

 

100

 

41.120

 

11/13/2003

 

400

 

41.110

 

11/13/2003

 

1,500

 

41.100

 

11/19/2003

 

17,000

 

44.072

 

11/24/2003

 

3,150

 

47.800

 

11/24/2003

 

1,100

 

47.810

 

11/24/2003

 

50

 

47.820

 

11/24/2003

 

5,200

 

47.850

 

11/24/2003

 

500

 

47.860

 

11/24/2003

 

100

 

48.050

 

11/24/2003

 

1,300

 

48.060

 

11/24/2003

 

300

 

48.090

 

11/24/2003

 

100

 

48.100

 

11/24/2003

 

100

 

48.110

 

11/24/2003

 

1,400

 

48.140

 

11/24/2003

 

600

 

48.150

 

11/24/2003

 

900

 

48.160

 

11/24/2003

 

200

 

48.172

 

11/24/2003

 

1,500

 

48.250

 

11/24/2003

 

2,500

 

48.300

 

11/24/2003

 

2,500

 

48.450

 

11/24/2003

 

1,000

 

48.500

 

11/24/2003

 

500

 

48.510

 

11/24/2003

 

300

 

48.540

 

11/24/2003

 

200

 

48.552

 

11/24/2003

 

500

 

48.590

 

11/24/2003

 

1,000

 

48.750

 

 

1


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