SEC 1344
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC File Number: 1-9982
CUSIP Number: 073051
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(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: June 30, 2003
|_| 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:
Read Instruction (on back page) Before Preparing Form?. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Bayou Steel Corporation
Full Name of Registrant
N/A
Former Name if Applicable
138 Highway 3217, P.O. Box 5000
Address of Principal Executive Office (Street and Number)
LaPlace, Louisiana 70069
City, State and Zip Code
PART 11 - RULES 12b-25(b) AND (e)
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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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|X| (b) The subject annual report, semi-annual report transition report on
Form I O-K, Form 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 accountants 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
On January 22, 2003, the Company and its subsidiaries Bayou Steel
Corporation (Tennessee), and River Road Realty Corporation (collectively,
the "Debtors") filed a voluntary petition for reorganization under Chapter
11 of the United States Bankruptcy Code. The petition requesting an order
for relief was filed in United States Bankruptcy Court, Northern District
of Texas (the "Bankruptcy Court"), where the case is now pending before
the Honorable Barbara J. Houser, Case No. 03-30816 BJH (the "Petition
Date"). The Company intends to continue normal operations and does not
currently foresee any interruption in the shipment of product to customers
in the near term. The Company is managing its business subsequent to the
Petition Date as debtor-in-possession subject to Bankruptcy Court approval
and oversight. The attention of the Company's financial and accounting
group to the various filings required in the bankruptcy proceedings and to
related liquidity issues precluded the completion of the Form 10-Q without
unreasonable effort and expense.
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard J. Gonzalez 985 652-4900
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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 report(s) been filed? If answer is no,
identify report(s).
|X| Yes |_| 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.
The Company reported a loss from operations of $3.6 million in the third quarter
of fiscal 2003 compared to a loss of $22.2 million in the third quarter of
fiscal 2002. Excluding the impact of a non-cash asset impairment charge of $6.6
million and the provision for income tax of $7.7 million recorded in the third
quarter of fiscal 2002, the loss would have been $7.9 million in the prior year.
Two major factors account for most of the remaining $4.3 million favorable
change. First, due to rapidly rising prices for scrap, fuels, and alloys, which
collectively represent over 50% of costs, all steel producers, including the
Company, raised prices $35 per ton on most products effective late in the second
quarter of fiscal 2003. As a result of the average selling price
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increasing more than the price of the raw material scrap, metal margin (the
difference between the selling price of the finished product and the price of
scrap) increased $28 per ton resulting in a $3.4 million improvement in
operating results. Second, interest expense decreased $2.7 as a result of
discontinuing the accrual of interest on the Notes as of the Petition Date in
the bankruptcy filing. Offsetting these favorable changes were $1.4 million in
reorganization expenses in fiscal 2003 and a one-time favorable tax credit in
2002. The sharply higher fuel prices were $1.5 million higher than the prior
year quarter but were completely offset by improved operating efficiencies.
Bayou Steel Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 14, 2003 By /s/ Richard J. Gonzalez
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 03 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).
http://www.sec.gov/divisions/corpfin/forms/12b-25.htm
Last update: 10/21/2002
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