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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): April 19, 1999
STEEL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-21719 35-1929476
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification No.)
organization)
7030 Pointe Inverness Way, Suite 310, 46804
Fort Wayne, Indiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 219-459-3553
(Former name or former address, if changed since last report.)
Not Applicable
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 19, 1999, the Board of Directors, upon the recommendation of
the Audit Committee, appointed Ernst & Young LLP as independent auditors to
conduct the Company's Annual Audit for the fiscal year ending December 31, 1999,
subject to stockholder approval. If a majority of the shares voting at the
Annual Meeting does not approve of the appointment, the Board of Directors will
reconsider that appointment. It is believed that representatives of Ernst &
Young LLP will be present at the Annual Meeting, will have an opportunity to
make a statement if they desire, and will be available to respond to appropriate
questions from stockholders.
The 1997 and 1998 Annual Audits were conducted by Deloitte & Touche
LLP. The determination to appoint a new independent accounting firm for the 1999
Annual Audit was made by the Company and was approved by the Audit Committee.
The reports of Deloitte & Touche LLP for the past two fiscal years did not
contain any adverse opinion or any disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles.
Furthermore, in connection with the audits of the Company's financial statements
for the two fiscal years ended December 31, 1997 and December 31, 1998 and
during the interim period through April 19, 1999, there were no disagreements
with Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure. The Company did
not at any time during the foregoing period prior to Ernst & Young's engagement
consult with that firm regarding the application of any accounting principles to
any specified transaction, the type of audit opinion that might be rendered, or
with respect to any matter that was either the subject of a disagreement with
the Company's prior auditors or that would constitute a reportable event within
the scope of Item 304(a) of SEC Regulation S-K.
The Company has requested that Deloitte & Touche LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the foregoing statements. A copy of such letter, if received
prior to filing of this Report on Form 8-K, will be filed as Exhibit 16 to this
Form 8-K. If such letter is unavailable at the time of filing this Report, the
letter will be filed with the Commission,
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by amendment, within the earlier to occur of ten business days after the filing
of this Report or two business days after receipt of the letter.
ITEM 5. OTHER EVENTS.
In April 1999, the Company's Board of Directors amended Section 3.2 of
the Company's Bylaws to reduce the number of directors to nine (9). Such
amendment is reflected in the revised Bylaws filed as Exhibit 3.2(a) to this
Form 8-K.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
SIGNATURES
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.
STEEL DYNAMICS, INC.
Dated: April 26, 1999 By: /s/ Tracy L. Shellabarger, Secretary
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Tracy L. Shellabarger, Secretary