UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): May 19, 2005
SCHNITZER
STEEL INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
OREGON
(State
or other jurisdiction
of incorporation)
|
0-22496
(Commission
File Number)
|
93-0341923
(IRS
Employer
Identification
No.)
|
|
3200
N.W. Yeon Ave. |
|
|
P.O.
Box 10047 |
|
Portland,
OR |
97296-0047 |
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number including area code: (503)
224-9900
NO
CHANGE
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item
5.02. |
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
On May
19, 2005, the Board of Directors (the “Board”) of
Schnitzer Steel Industries, Inc. (the “Company”)
elected John D. Carter as Chief Executive Officer and President, and Kenneth M.
Novack as Chairman, replacing Robert W. Philip, who stepped down from these
positions and from the Board, effective immediately. The Board also elected Mr.
Carter to the Board of Directors.
Mr.
Carter, 59, an Oregon native, is a Director of Northwest Natural Gas Company,
Flir Systems, and Kuni Automotive in the U.S. In the United Kingdom, he serves
as a Director of London & Continental Railways and Cross London Rail Links.
He served until 2002 as Executive Vice President and Director of Bechtel Group,
Inc. His duties included providing senior executive oversight of Bechtel's
telecommunications, industrial, and water businesses. While serving as President
of Bechtel's Europe, Africa, Middle East, Southwest Asia region, he played a
lead role in the organizational and financial restructuring of the Channel
Tunnel Rail Link in the United Kingdom, in addition to managing the execution of
other power, petroleum and civil projects. An attorney, he also served as
General Counsel of the Bechtel global engineering and construction
organization.
The
Company expects to enter into an employment agreement with Mr. Carter. At this
time, the broad parameters for Mr. Carter’s employment are set and his
compensation is expected to be similar to that of his predecessor.
Mr.
Novack, a Director since 1991, is Chief Executive Officer of Schnitzer
Investment Corp. He also served as Chairman of Lasco Shipping Co.
The
Board, through its Audit Committee, is continuing its independent investigation
of alleged practices of paying commissions to purchasing managers of the
Company’s customers in Asia in connection with export sales of recycled ferrous
metals. This investigation, disclosed by the Company in November 2004, is being
conducted through the Audit Committee by an outside law firm. The Company has
notified the U.S. Department of Justice and the Securities and Exchange
Commission of the investigation; has instructed its outside law firm to provide
those agencies with the information obtained as a result of the investigation;
and is cooperating fully with those agencies.
A copy of
the press release disclosing the matters described in this Form 8-K is attached
hereto as exhibit 99.1. The press release is incorporated herein by reference.
The letter of Robert W. Philip is attached hereto as exhibit 99.2.
Forward-looking
statements
Certain
statements in this Form 8-K are "forward-looking statements" within the meaning
of U.S. federal securities laws. The Company intends that these statements be
covered by the safe
harbors
created under these laws. These forward-looking statements include, but are not
limited to, statements about the continuing independent investigation. These
forward-looking statements are subject to risks, uncertainties, and other
factors that could cause actual results to differ materially from future results
expressed or implied by the forward-looking statements. Important factors that
could cause actual results to differ materially from the information set forth
in these forward-looking statements include the timing and results of the
completion of the independent investigation and other factors and events, some
of which are discussed in the Company's Annual Report on Form 10-K for the most
recently ended fiscal year. Many of these factors and events are beyond the
Company's ability to control or predict. Given these uncertainties, readers are
cautioned not to place undue reliance on the forward-looking statements, which
only speak as of the date of this Form 8-K. The Company does not undertake any
obligation to release publicly any revisions to these forward-looking statements
to reflect events or circumstances after the date of this Form 8-K or to reflect
the occurrence of unanticipated events, except as may be required under
applicable securities laws.
| Item
9.01. |
Financial
Statements and Exhibits |
(c)
Exhibits.
| |
99.1 |
Press
release of Schnitzer Steel Industries, Inc. issued on May 19,
2005. |
| |
|
|
| |
99.2 |
Letter
of Robert W. Philip dated May 18, 2005. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
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SCHNITZER STEEL INDUSTRIES,
INC.
(Registrant) |
|
|
|
| Dated: May 20, 2005 |
By: |
/s/ Kelly E.
Lang |
| |
Kelly E. Lang |
| |
Vice President, Corporate
Controller |