SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
STEEL CITY PRODUCTS, INC.
(Name of Issuer)
STEEL CITY PRODUCTS, INC.
STERLING CONSTRUCTION COMPANY, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
858 064 108
(CUSIP Number of Class of Securities)
For Steel City Products, Inc.: For Sterling Construction Company, Inc.:
Terrance W. Allan Maarten D. Hemsley
Chief Executive Officer Chief Financial Officer
Steel City Products, Inc. Sterling Construction Company, Inc.
200 Center Street 2751 Centerville Road - Suite 3131
McKeesport, PA 15132 Wilmington, Delaware 19803
(817) 416-0717 (817) 416-0717
(Name, address and telephone numbers of person authorized to receive notices and
communications of behalf of filing persons)
This statement is filed in connection with (check the appropriate line):
a. X The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. ___ The filing of a registration statement under the Securities Act of
1933.
c. ___ A tender offer.
d. ___ None of the above.
Check the following if the soliciting materials or information statement
referred to in checking (a) above are preliminary copies: X
Check the following if the filing is a final amendment reporting the results of
the transaction: ___
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee*
$49,000 $3.96
* For purposes of calculating the fee only. This amount assumes the
acquisition of 3,238,061 shares of common stock of Steel City Products,
Inc. for $0.0168 per share in cash in lieu of issuing fractional shares
to holders of less than one share after the proposed reverse stock
split.
** Determined pursuant to Rule 0-11(b)(1) by multiplying $49,000.00
by also of 0.0000809.
Amount previously paid: $0.00
Filing Party: Steel City Products, Inc.
Form or Registration No.: SC 13E-3
Date Filed: October 23, 2003
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 13E-3 THEREUNDER
Concurrently with the filing of this Schedule 13E-3, Steel City
Products, Inc. (the "Company" or "SCPI") is filing with the Securities and
Exchange Commission (the "Commission") a Form 14C Information Statement (the
"Information Statement"), a copy of which is filed herewith as Exhibit 1. The
information in the Information Statement is expressly incorporated herein by
reference in response to all items of this Schedule 13E-3. Any capitalized terms
used but not defined in this Schedule 13E-3 shall have the meanings given to
them as in the Information Statement.
ITEM 1. SUMMARY TERM SHEET
The required information is incorporated herein by reference to the
section of Exhibit 1 titled "SUMMARY OF THE REVERSE STOCK SPLIT AND
DEREGISTRATION OF SCPI'S COMMON STOCK".
ITEM 2. SUBJECT COMPANY INFORMATION
The name of the subject company is Steel City Products, Inc. and the
address and telephone number of its principal executive offices are 1200 Center
St. McKeesport, PA 15132, (817) 416-0717. The subject class of equity securities
is common stock, $0.01 par value per share. The required information is
incorporated by reference to the section of Exhibit 1 titled "THE COMPANY" and
"MARKET FOR SCPI'S COMMON STOCK".
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Steel City Products, Inc. is the subject company. Its full name and
address and telephone number of its principal executive offices are:
Steel City Products, Inc.
200 Center Street
McKeesport, PA 15132
(817) 416-0717
(b) Sterling Construction Company, Inc. ("Sterling") is a filing
affiliate by virtue of its ownership of the Company's common stock and preferred
stock. Its full name and address and telephone number of its principal executive
offices are:
Sterling Construction Company, Inc.
2751 Centerville Road, Suite 3131
Wilmington, Delaware, 19808
(817) 416-0717
Sterling was formed as part of a merger transaction in 1991, pursuant
to which the Company became a majority-owned subsidiary of Sterling. In
accordance with the merger agreement, Sterling owns
10% of the Company's outstanding common stock and all of the Company's Series A
Preferred Stock. The information regarding Sterling set forth in the Section of
Exhibit 1 titled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is hereby incorporated by reference.
(c) Information regarding the Company's directors and executive
officers is as follows:
(i) John D. Abernathy.
c/o Steel City Products, Inc.
200 Center Street
McKeesport, PA 15132
(817) 416-0717
Mr. Abernathy has been Chief Operating Officer of Patton Boggs, LLP, a
Washington DC law firm, since January 1995. From March 1991 to February 1994 he
was the Managing Director of Summit, Solomon & Feldesman, a New York City law
firm and from July 1983 until June 1990, Mr. Abernathy was Chairman and Chief
Executive Partner of BDO Seidman, a public accounting firm. He is a director of
Pharmaceutical Resources, Inc., a generic drug manufacturer and also serves as a
director of Sterling. Mr. Abernathy is a certified public accountant. Mr.
Abernathy is a citizen of the United States.
(ii) Terrance W. Allan.
c/o Steel City Products, Inc.
200 Center Street
McKeesport, PA 15132
(817) 416-0717
Mr. Allan has been employed by the Company since 1983 and was appointed
President in June 2000. In May 2002, Mr. Allan was also appointed Chief
Executive Officer. Mr. Allan is a citizen of the United States.
(iii) Bernard H. Frank.
c/o Steel City Products, Inc.
200 Center Street
McKeesport, PA 15132
(817) 416-0717
Mr. Frank was a founder of the Steel City Products business more than
55 years ago. He has served as Chairman for more than the last five years and
was Chief Executive Officer until May 2002. Mr. Frank is a citizen of the United
States.
(iv) Joseph P. Harper Sr.
c/o Steel City Products, Inc.
200 Center Street
McKeesport, PA 15132
(817) 416-0717
Mr. Harper is Chief Financial Officer, Treasurer and Secretary of
Sterling Houston Holdings, a subsidiary of Sterling, and has been employed by
that company since 1972. He has performed both estimating and project management
functions as well as his primary role as Chief Financial Officer. Prior to
joining the business, Mr. Harper worked for Price Waterhouse and received his
CPA license in 1970. Mr. Harper was elected a director and the President of
Sterling and a director of the Company in July 2001 in connection with the
closing of the transaction in which Sterling's ownership of Sterling Houston
Holdings increased to 80.1%. Mr. Harper is a citizen of the United States.
(v) Maarten D. Hemsley.
c/o Steel City Products, Inc.
200 Center Street
McKeesport, PA 15132
(817) 416-0717
Mr. Hemsley was re-elected to the Board of Directors of the Company and
of Sterling in December 1998. He had been an employee and director of SCPI or
Sterling for many years prior to 1995. In December 1995, he resigned his
positions with SCPI and Sterling and served as a consultant to SCPI and Sterling
through his wholly owned financial consultancy company, Bryanston Management,
Ltd. of which he has been President since 1993. Mr. Hemsley currently serves as
Chief Financial Officer of Sterling and of SCPI. He also serves as a director of
Industrial Acoustics Company, Inc. Mr. Hemsley is a citizen of the United
Kingdom.
During the past five years, none of the foregoing individuals has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years (except for matters that were
dismissed without sanction or settlement), none of the foregoing individuals was
party to any judicial or administrative proceeding that resulted in a judgment,
decree or final order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
ITEM 4. TERMS OF THE TRANSACTION
The required information is incorporated herein by reference to the
sections of Exhibit 99(A) titled "SPECIAL FACTORS" and "DETAILS OF
DEREGISTRATION".
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The required information is incorporated herein by reference to the
sections of Exhibit 99(A) titled "SUMMARY OF THE REVERSE STOCK SPLIT AND
DEREGISTRATION OF SCPI'S COMMON STOCK," "SPECIAL FACTORS," and "DETAILS OF
DEREGISTRATION."
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
The required information is incorporated herein by reference to the
section of Exhibit 99(A) titled "SPECIAL FACTORS, "EFFECT OF THE PROPOSED
REVERSE STOCK SPLIT ON SCPI" and "FEDERAL INCOME TAX CONSEQUENCES."
ITEM 8. FAIRNESS OF THE TRANSACTION
The required information is incorporated herein by reference to the
section of Exhibit 99(A) titled "SPECIAL FACTORS."
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The required information is incorporated herein by reference to the
section of Exhibit 99(A) titled "SPECIAL FACTORS."
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The required information is incorporated herein by reference to the
section of Exhibit 99(A) titled "EFFECT OF THE PROPOSED REVERSE STOCK SPLIT ON
SCPI".
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The required information is incorporate herein by reference to the
section of Exhibit 99(A) titled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT".
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Not applicable.
ITEM 13. FINANCIAL STATEMENTS
The required information is incorporated herein by reference to the
section of Exhibit 99(A) titled "FINANCIAL AND OTHER INFORMATION".
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
Not applicable.
ITEM 15. ADDITIONAL INFORMATION
None
ITEM 16. EXHIBITS
99(A) Preliminary Information Statement under Regulation 14C.
Signatures
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
October 23, 2003
Steel City Products, Inc.
By: /s/ Terrance W. Allan
-----------------------------
Terrance W. Allan
Chief Executive Officer
Sterling Construction Company, Inc.
By: /s/ Maarten D. Hemsley
-----------------------------
Maarten D. Hemsley
Chief Financial Officer