(2) Undeveloped or presently non-operating coal properties located in Jefferson and Monroe Counties, Ohio, and in Brooket and Ohio† Counties, West Virginia, estimate to contain approximately 52,000,000 net tons of coal. Registration No. 2-7641 Amendment No. 3 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D. C. Form S-1 Amendment No. 3 to Registration Statement under the Securities Act of 1933 of Alan Wood Steel Company, Conshohocken, Pennsylvania Edward E. Long, Secretary, Alan Wood Steel Company Conshohocken, Pennsylvania AMENDING THE PROSPECTUS Prospectus $6,300,000 ALAN WOOD STEEL COMPANY FIRST MORTGAGE SINKING FUND Bonds, 5% SERIES DUE 1963 WITH 5-YEAR WARRANTS FOR THE PURCHASE OF COMMON STOOK ATTACHED Dated September 1, 1948 Due September 1, 1963 Certain Pennsylvania taxes (other than estate, succession, inheritance and income taxes) wil be paid by the Company up to $8 per annum for each $1,000 Bond and reimbursement up to specified amounts will be made by the Company for certain Connecticut and Massachusetts taxes. The Mortgage provides for a fixed Sinking Fund beginning January 15, 1951, sufficient to retire 75% of the Bonds prior to maturity and, in addition, for a contingent Sinking Fund beginning July 15, 1951. The Bonds are redeemable on not less than 30 days' notice at the option of the Company in whole or in part at 103% and through the Sinking Fund and in certain other instances at 101%, to August 31, 1951, inclusive, and at lower prices thereafter, in each case with accrued interest. For a more complete statment of the terms of the Bonds references is made to the material under the heading "Description of the Bonds" herein. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE Total.. Per unit.. 1 Plus accrued interest from September 1, 1948. ? The table excludes amounts that may be received by the Company when, as and if the Warrants for the Purchase of Common Stock are exercised. Initially, the Warrants will be exercisable in respect of 94,500 shares of Common Stock at the purchase price of $15 per share, an aggregate of $1,417,500. The Purchase Contract referred to herein under the heading "Underwriting" contains certain indemnification agreements between the Company and the Underwriters against liability under the Securities Act of 1933 or otherwise in certain instances. Before deductions of expenses, estimated at $87,000, payable by the Company. Approximately 725 acres of coal in these counties, having a book value of $103,168 at December 31, 1946, are, pursuant to a contract entered into by the Corporation, to be exchanged with others for an equal acreage of coal located in Brooke County, West Virginia. These Bonds are offered subject to prior sale and when, as and if issued and accepted by the Underwriters, and subject to the approval of Messrs. Drinker Biddle & Reath, counsel for the Underwriters. Drexel & Co., Eastman, Dillon & Co., E. H. Rollins & Sons, Incorporated, Stroud & Company, Incorporated, Graham, Parsons & Co. The date of this Prospectus is September 21, 1948. [Page 5] The Company sells approximately half of its output of pig iron and uses the balance in its own open hearth operations. Most of the Company's ingots, billets, slabs and blooms are used in the Company's own operations but excess capacity results in the sale of these products when the market permits. In addition to standard hot rolled and sheared plates and hot rolled sheets, the Company manufactures and sells certain specialty products, including floor plate (of which the Company has been one of the leading producers for a number of years) known in the trade as "A. W." diamond patterns. Such floor plate is used for platforms, steps and flooring in the railroad, petroleum, shipbuilding and other industries. Other specialty products of the Company include a high strength type of steel known as "Dynalloy" which the Company developed and sells in competition with similar high-strength steel products, and an abrasive-resistant sheet steel, known as "Hard Red", used principally for water well casings. For information with respect to recently developed specialty products of the Company reference is made to the material under the heading "RECENT DEVELOPMENT." During the period April 16, 1941 to November 10, 1946, sales of most of the Company's products were subject to price controls. Before the termination of these controls the Company was granted price relief by the Office of Price Administration on the price of carbon steel sheets, due to high cost operations in the Company's sheet mills. Since the removal of price controls, the Company has made various increases in the prices of its iron and steel products, generally about the time of price increases by others in the industry, the most recent of such increases having been made in July and August 1948. As a result of these increases, it is believed that the Company's prices for its products are now in some cases higher and in some cases lower than those of its competitors. It is known that the Company's prices for certain products (particularly hot rolled sheets and certain billets) are higher than the prices published by its larger competitors. The Management believes that the Company is in an approximately average competitive position in the industry regarding cost of production, except that its sheet mills are, and have been for many years, relatively high operating cost facilities. The Management also believes that its general competitive posi tion with respect to steel products will be improved by the acquisition of the facilities described under the heading "PROPOSED STRIP MILL." In addition, the Management intends to increase the emphasis upon specialty products wherein the competitive factor has not been as great as in the case of other steel products. The Company's price policies are subject to revision from time to time, and no representation is made that present policies will be continued in effect or that changing conditions will not be reflected in further increases or in decreases in the prices of its products. It is unknown to what extent, if any, the abandonment of the basing point system referred to under the heading "HISTORY AND BUSINESS-Competition" will confer competitive advantages on producers in their local territories. Raw Materials.-The Company purchases a substantial portion of the iron ore and scrap, and all of the coal, limestone and ferro-alloys essential to the operation of its business. The Company owns two iron ore mines, one in Dover, New Jersey, and the other in Oxford, New Jersey, which contain ore well suited to the Company's require ments under present processing methods. The Dover mine currently provides approximately two-fifths, on an iron content basis, of the Company's iron ore requirements, the remainder being purchased from outside sources. The Oxford mine is not currently being operated, but development work is under way and it is expected that operations will be resumed in 1949. On the basis of the Company's present iron ore requirements and at the present rate of withdrawal (which may be increased when operations at the Oxford mine are resumed), it is estimated that the remaining recoverable ore reserves in these mines are sufficient to continue supplying a similar proportion of the Company's requirements for at least twelve years. During the years 1943 to 1947, inclusive, the Company's own ores constituted approximately 56%, 62%, 47%, 38%, and 42%, respectively, by iron content, of all ores used by the Company in the blast furnaces. The Company concentrates the crude ore drawn from these mines with milling equipment at the mines, and ships the concentrates by rail to the blast furnaces at Swedeland, Pennsylvania. The Company estimates that maximum capacity for mining and concentrating is about 40,000 net tons of concentrates per month, from both mines, but, due to the shortage of mine labor during recent years and pending resumption of operations at the Oxford mine, current output varies between one-half and one-third of this capacity. Substantially all of the iron ore purchased from outside sources (most of which is Great Lakes ore) has been for many years and is currently being obtained from two suppliers under one-year contracts. Recently the Company entered into an additional one-year contract with a third supplier. The Company has recently entered into a three-year contract with one of these suppliers covering a relatively small portion of its ore requirements. The Company's location close to the eastern seaboard has in the past made available, on a relatively favorable basis, the use of foreign ores. Such ores were not available during the war and at the present time are not available on a favorable price basis. However, the Company expects that it will ultimately be in a position to obtain sufficient foreign ores to meet its requirements on a more favorable basis than at the present time. In addition, as the known Great Lakes ore reserves become further depleted and require further beneficiation, the Company believes that its location close to the eastern seaboard and the availability of foreign ores will be favorable competitive factors. At 100% of rated capacity, the coke plant requires approximately 875,000 net tons of coal annually, part of which is purchased from outside sources, under one-year contracts at prices subject to change in the event of changes in mine wages, or in the spot market at current market prices, and part of which is purchased from Hillman Coal & Coke Company (of which Mr. J. H. Hillman, Jr., a director of the Company, is Chairman of the Board) pursuant to a contract which has been in effect since 1929 and which expires on January 31, 1949. During the years 1943-1947, inclusive, the percentages by weight of total coal requirements so purchased from Hillman Coal & Coke Company was approximately 54%, 57%, 52%, 51%, and 53%, respectively. As the price of coal purchased under this contract is affected by mine wages, the Company (through its former wholly-owned subsidiary, Rainey-Wood Coke Company) has paid both more and less than the general market price for coal of similar quality. Currently coal is being purchased below the market price and the expiration of the contract on January 31, 1949, may have the effect of increasing the cost of coal, but it is not possible at this time to state the effect on the Company's earnings. Negotiations for an adequate supply of coal for the period following the expiration of the contract are presently under way and the management believes that the Company will be able to make appropriate contracts for such a supply. During the years 1943 to 1947, inclusive, the Company purchased 55%, 55%, 53%, 48%, and 59%, respectively, of its requirements of steel melting scrap, the balance of such requirements being supplied by recovery from its own operations. Markets. The tonnage distribution of the Company's steel products among various industries and outlets during the years 1946 and 1947 and during the first six months of 1948 is set forth below. The table does not include pig iron, coke, coke oven gas, and other coal chemicals, which account for a substantial portion of the Company's sales. The Philadelphia area, in which the Company's plants are located, is the Company's most important market. Other markets for steel products which can be reached by rail transportation at favorable rates, are other parts of eastern Pennsylvania, eastern New York, Massachusetts, Connecticut, Rhode Island, New Jersey, Delaware, Maryland, and Virginia. Since the Company's plants are only about twenty miles from deepwater dockage, markets on the Atlantic, Gulf, and Pacific coasts of the United States, and in Canada and other foreign countries can be reached by water transportation at reasonably competitive rates. Geographical distribution of the Company's steel products during the years 1945 and 1947 and during the first six months of 1948 is indicated by the following table: SECURITIES AND EXCHANGE COMMISSION, PHILADELPHIA 3, PA. Amendment No. 2 to Registration Statement Under Securities Act of 1933 as Amended CRUCIBLE STEEL COMPANY OF AMERICA Amendments to Items 27 and 34; Amended Prospectus; Amended Exhibits B-1, F, G, H-1, and Consents of Experts PROSPECTUS $25,000,000 Crucible Steel Company of America First Mortgage Sinking Fund Bonds, 3% % Series Due 1966 Dated November 1, 1946 Crucible Steel Company of America has registered the securities by filing certain information with the Commission. The Commission has not passed on the merits of any securities registered with it. IT IS A CRIMINAL OFFENSE TO REPRESENT THAT THE COMMISSION HAS APPROVED THESE SECURITIES OR HAS MADE ANY FINDINGS THAT THE STATEMENTS IN THIS PROSPECTUS OR IN THE REGISTRATION STATEMENT ARE CORRECT 1 Exclusive of accrued interest from November 1, 1946, to date of delivery. 2 For information as to certain indemnification agreements between the Company and the several Underwrite: s, reference is made to the caption "Underwriting" herein. 3 Before deducting expenses estimated at $212,625 payable by the Company in connection with the financing. The First Mortgage Sinking Fund Bonds, 3% % Series Due 1966, are being offered by the several Underwriters thereof, including the one named below and the others named herein, subject to the terms of offering set forth under the caption "Terms of Offering" herein. It is expected that initial delivery of the Bonds, in temporary form, will be made on or about November 19, 1946. The First Boston Corporation To facilitate the offering, it is intended to stabilize the price of the bonds offered hereby. This statement is not an assurance that the price of the bonds will be stabilized or that the stabilizing, if commenced, may not be discontinued at any time. Reference is made to the caption "Terms of Offering" herein. The date of this Prospectus is November 12, 1946. [Page 14] and two steam towboats, and river docks for repairing these towboats and barges. In the eight years 1938 to 1945, inclusive, the Company's average annual consumption of coal was approximately 1,200,000 net tons. Warehouses The Company owns a warehouse in each of the following cities: Pittsburgh, Pennsylvania; Chicago, Illinois; Cincinnati, Ohio; Cleveland, Ohio; Denver, Colorado; Providence, Rhode Island; Milwaukee, Wisconsin; St. Louis, Missouri; Syracuse, New York; and Harrison, New Jersey; and leases a warehouse in each of the following cities: Atlanta, Georgia; Buffalo, New York; Cambridge, Massachusetts; Detroit, Michigan; Indianapolis, Indiana; Los Angeles, California; New Haven, Connecticut; New York, New York; Philadelphia, Pennsylvania; San Francisco, California; Seattle, Washington; Springfield, Massachusetts; and Toronto, Ontario, Canada. The aggregate floor space of these 23 warehouses is approximately 330,000 square feet. Other Properties Atha Works at Harrison, New Jersey, comprises 56 acres on which is located equipment used by the Company for the production of magnets and other specialty products, as well as facilities formerly used in the manufacture of ordnance. La Belle Works at Pittsburgh, Pennsylvania, comprises five acres of leased land, and owned and leased facilities for the processing of agricultural steel and parts. The leased land and facilities were formerly owned by the Company and sold to the present owner. The Company proposes to transfer this production to the Midland Works prior to July 1947. Character of Ownership All principal plants and other important units of the Company, unless stated to be held under lease, are held in fee, subject to rights of way and other easements, minor discrepancies and encroachments that might be disclosed by an accurate survey, minor title defects, the lien of taxes not delinquent, and other liens, encumbrances and restrictions none of which is deemed material in the conduct of the business of the Company. Portions of the Company's property, including some of which buildings are erected, may be subject to the right of municipalities to accept the same for street or park purposes, which right has not been exercised over a period of many years. INVESTMENTS AND SUBSIDIARIES The Company owns 50% of the voting stock of Snyder Mining Company, which operates owned and leased iron ore mines on the Mesabi Range, St. Louis County, Minnesota. The remaining 50% of the voting stock of Snyder Mining Company is owned by The Shenango Furnace Company. Under an agreement between Snyder Mining Company and its stockholders, all the ore produced each year is to be sold to the stockholders in proportion to stock ownership at cost of production as computed in accordance with the agreement. Additional capital, as deemed advisable or necessary for the best interests of the Mining Company is to be advanced by the stockholders in proportion to their stock holdings. Such advances are to be debts of the Mining Company to be repaid out of the moneys paid to the Mining Company from inclusion in "costs of ore," of depreciation, depletion and obsolescence. Failure of any stockholder to pay any amounts required to be paid, when requested and due, constitutes a waiver by the defaulting stockholder of its right to receive ore while the default continues. The 96347-50-ser. 14, pt. 4b-53 |