UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 333-48245
/x/ Form 10-K / / Form 20-F / / Form 11-K / / From 10-Q / / Form N-SAR
(Check One):
For Period Ended: October 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Renco Steel Holdings, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
30 Rockefeller Plaza, 42nd Floor
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Address of Principal Executive Office (Street and Number)
New York, NY 10112
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City, State and Zip Code
PART II -- RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant's Annual Report on Form 10-K for the fiscal year ended October
31, 2002 could not be filed within the prescribed time period due to delay in
completion of its financial statements, which delay could not be eliminated by
Renco Steel Holdings, Inc. (the "Company") without unreasonable effort and
expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John A. Binko (212) 541-6000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports been filed? If answer is no,
identify report(s). Note: The Registrant files pursuant to an indenture, but is
not otherwise subject to Section 13 or 15(d).
[ ] Yes [X] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Explanation:
Net sales in 2002 were $502.0 million, representing a 21.5% increase in
net sales compared to 2001. Gross margin (sales less cost of products sold) was
$28.6 million in 2002 compared to gross margin (loss) of ($17.6) million in
2001. Operating income (loss) was ($8.5) million in 2002 compared to operating
income (loss) of ($64.7) million in 2001. As a result of the foregoing, the
Company had a loss before taxes of $55.2 million in 2002 compared to a loss
before taxes of $128.8 million in 2001. In addition, during 2002 the Company
incurred a charge to other comprehensive income of $27.8 million related to the
defined benefit plan liability of the Company's wholly-owned subsidiary, WCI
Steel, Inc.
Renco Steel Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 29, 2003 /s/ Roger L. Fay
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Name: Roger L. Fay
Title: Vice President
and Chief Financial Officer