UNITED STATES |
| For the fiscal year ended September 30, 2002 | Commission File Number: 1-9982 | |
| BAYOU STEEL CORPORATION (Exact name of registrant as specified in its charter) | ||
| Delaware (State of Incorporation) | 72-1125783 (I.R.S. Employer Identification No.) | |
| 138 Highway 3217 P.O. Box 5000 LaPlace, Louisiana (Address of Principal Executive Offices) | 70069 (Zip Code) | |
| Registrant’s telephone number, including area code: (985) 652-4900 | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class | Name of Exchange on Which Registered | |
| Class A Common Stock, $.01 par value | American Stock Exchange | |
| Securities registered pursuant to Section 12(g) of the Act: | ||
| Title of Each Class | ||
| None | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| The aggregate market value and the number of voting shares of the registrant’s common stock outstanding on December 31, 2002 was: |
| Title of Each Class of Common Stock | Shares Outstanding Held By | Market Value Held By Non-Affiliates | ||||||
| Affiliates | Non-Affiliates | |||||||
| Class A, $.01 par value | 396,492 | 10,222,858 | $ | 1,431,200 | ||||
| Class B, $.01 par value | 2,271,127 | 0 | N/A | |||||
| Class C, $.01 par value | 100 | 0 | N/A | |||||
DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s 2002 Annual Report filed as an exhibit, are incorporated herein by reference in Part III and Part IV hereof. |
PART IVRegistrant hereby amends its Form 10-K for the year ended September 30, 2002, as amended, to add on a report to its Annual Report previously filed, as amended below, and to add on a report to its schedule of valuation and qualifying accounts. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K(a) (3) Exhibits13.1 Annual Report filed with this report Since Registrant is providing financial statements in a filing for a period with respect to which Arthur Andersen LLP issued an accountants’ report, but cannot obtain an accountants’ report that is signed, the Registrant is including a copy of the latest signed and dated accountants’ report issued by Andersen for such period. Prominent disclosure that the report is a copy of the previously issued Andersen accountants’ report and that the report has not been reissued by Andersen is set forth on such copy. The report is reproduced below and forms a part of Exhibit 13.1. Report of Independent Public AccountantsThis is a copy of the audit report previously issued by Arthur Andersen LLP in connection with Bayou Steel Corporation’s Annual Report for the fiscal year ended September 30, 2001. This audit report has not been issued by Arthur Andersen LLP in connection with this Annual Report for the fiscal year ended September 30, 2002. To the Stockholders of We have audited the accompanying consolidated balance sheets of Bayou Steel Corporation (a Delaware corporation) and subsidiaries as of September 30, 2001 and 2000, and the related consolidated statements of operations, cash flows, and changes in equity for each of the three years in the period ended September 30, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bayou Steel Corporation and subsidiaries as of September 30, 2001 and 2000 and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2001 in conformity with accounting principles generally accepted in the United States. |
| /s/ Arthur Andersen LLP | ||
| New Orleans, Louisiana November 9, 2001 |
Schedule II Valuation and Qualifying AccountsSince Registrant is providing a schedule of valuation and qualifying accounts in a filing for a period with respect to which Arthur Andersen LLP issued an accountants’ report, but cannot obtain an accountants’ report that is signed, the Registrant is including a copy of the latest signed and dated accountants’ report issued by Andersen for such period. Prominent disclosure that the report is a copy of the previously issued Andersen accountants’ report and that the report has not been reissued by Andersen is set forth on such copy. The report is reproduced below and forms a part of the Form 10-K, as amended. 1 |
Report of Independent Public AccountantsThis is a copy of the audit report previously issued by Arthur Andersen LLP in connection with Bayou Steel Corporation’s Report on Form 10-K for the fiscal year ended September 30, 2001. This audit report has not been issued by Arthur Andersen LLP in connection with this Report on Form 10-K for the fiscal year ended September 30, 2002. To the Stockholders of We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements as of September 30, 2001 and 2000 and for each of the three years in the period ended September 30, 2001 included in Bayou Steel Corporation’s annual report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated November 9, 2001. Our audits were made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The schedule of valuation and qualifying accounts for the years ended September 30, 2001, 2000, and 1999 is the responsibility of the Company’s management and is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole. |
| /s/ Arthur Andersen LLP | ||
| New Orleans, Louisiana November 9, 2001 |
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SIGNATUREPursuant 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 thereunto duly authorized. |
| BAYOU STEEL CORPORATION | |
| | |
| By | /s/ Richard J. Gonzalez —————————————————— Richard J. Gonzalez Vice President, Chief Financial Officer, Treasurer, and Secretary |
| Date: | March 25, 2003 |
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