8-K

   1

================================================================================



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 7, 2001

                       GS TECHNOLOGIES OPERATING CO., INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                       43-1656035
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation)


                           GS TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   04-3204785
    (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)

         1901 ROXBOROUGH ROAD
               SUITE 200
       CHARLOTTE, NORTH CAROLINA                             28211
(Address of principal executive office)                   (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 366-6901


   2

ITEM 3.  BANKRUPTCY

         On February 7, 2001, GS Technologies Corporation (the "Company") filed
a voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Western District of North
Carolina (the "Court"). The Company will be a debtor and debtor-in-possession in
a proceeding that is jointly administered with its parent and domestic
affiliates (Lead Case No. 01-30319). The operation of the Company's business
will be subject to orders of the Court.

         The Court entered an interim order approving the Company's $100 million
debtor-in-possession credit facility. A final hearing on the facility is
scheduled for March 7, 2001. Pursuant to the interim order, the Company is
authorized to borrow, pending the final hearing, up to $47 million to serve its
customers and to pay post-petition trade and employee obligations.


ITEM 7.  EXHIBITS

         Exhibit No.                Description of Exhibit
         -----------                ----------------------
               99.1                 Press Release dated February 7, 2001




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

                                         GS Technologies Corporation and
                                         GS Technologies Operating Co., Inc.



                                    By:  /s/ Luis E. Leon
                                         ---------------------------------------
                                         Luis E. Leon, Executive Vice President,
                                         Chief Financial Officer



Dated February 15, 2001

EX-99.1

   1

                                       Contact:
                                       Richard D. Luzzi
                                       Vice President, Human Resources
                                       704-442-3122

                                       Luis E. Leon
                                       Executive Vice President, Chief Financial
                                       Officer
                                       704-442-3108

FOR IMMEDIATE RELEASE

GS Industries, Inc., To Reorganize Under Chapter 11, Close Kansas City Plant

CHARLOTTE, North Carolina, February 7, 2001 - GS Industries, Inc., today filed
for protection under Chapter 11 of the United States Bankruptcy Code. The filing
will allow the company to undergo a corporate reorganization, restructure its
debt, and ultimately emerge as a stronger, more competitive producer of steel
wire rod and mining products.

In conjunction with the filing, the Company said that it has received a
commitment from its current group of lenders for $100 million in
debtor-in-possession (DIP) financing. The post-petition financing, which is
subject to Bankruptcy Court approval, is expected, together with other
initiatives announced today, to provide the Company with funding to support its
post-petition trade and employee obligations, as well as the Company's ongoing
operating needs during the restructuring process.

The company also announced its intentions to permanently close its GST Steel
facility in Kansas City, Missouri. Employees at the Kansas City plant will
receive Worker Adjustment and Retraining Notification (WARN) Act notification
this week advising them that the closing of the facility could become effective
following a legally required 60-day notification period. The Kansas City
facility has been losing money for several years, despite ongoing efforts to
reduce costs and improve productivity.

The company intends to continue normal operations at its Georgetown Steel
facility in Georgetown, South Carolina, and its ME International facilities in
Duluth, Minnesota, and Tempe, Arizona.

GSI's international operations and joint venture partnerships in Canada, Mexico,
Chile, Peru, Australia, Italy and The Philippines are not affected by the
bankruptcy filing.




   2

The voluntary bankruptcy filing was triggered by the combination of soaring
imports of wire rod products into the United States, skyrocketing costs for
electricity and natural gas, and the critical need to restructure the company's
liabilities, according to Mark G. Essig, Chairman, President and Chief Executive
Officer.

"We reached the extremely difficult decision to make this Chapter 11 filing only
after reviewing all of our other options and exhausting all reasonable efforts
to improve our financial, operational and liquidity problems," Essig said. "We
deeply regret that we could find no alternative to closing the Kansas City
operation, but our significant and continuing losses at that location, and the
negative market conditions for wire rod, gave us no other choice."

Headquartered in Charlotte, N.C., GS Industries has annual revenues of $1
billion and employs more than 3,000 around the world. The company was formed in
1995 by the merger of two leading minimill steel producers - Georgetown
Industries and GS Technologies.

GS Industries is the largest producer of steel wire rod in North America, and is
the largest global provider of grinding media and mill liners for the worldwide
mining industry.

* * *