Mining Company has a lien upon its capital stock held by any stockholder, upon dividends declared thereon and upon the stockholders' rights under the agreement as security for such payments or advances. The agreement provides that no stockholder shall, without the consent of the Mining Company, assign its rights thereunder, except in the event that it shall have sold or otherwise disposed of all or any part of its stock interest in the Mining Company and then only to the successor in ownership or beneficial interest in said stock or any part thereof; and in case any stockholder shall sell or otherwise dispose of its stock or any part thereof, the agreement is to inure to the benefit of and be binding upon the purchaser of said stock interest to the extent of the stock interest purchased in all respects as if it were expressly mentioned therein and were a part thereof. No purchaser of any stock interest in the Mining Company shall be entitled to any rights under the agreement until he shall have filed with the Mining Company his acceptance in writing of the agreement in all its terms and provisions. Nothing in the agreement prohibits any stockholder from selling or otherwise disposing of its quota of ore or any part thereof. The agreement is to continue so long as iron ore shall be mined and shipped from the properties of the Mining Company. The Company estimates that its portion of the ore reserves, including merchantable ores and small amounts of marginal and low-grade ores, is sufficient to supply the blast furnace requirements of the Company for more than fifteen years on the basis of the average annual consumption of such ore for the past ten years, and is sufficient for at least ten years on the basis of the maximum annual tonnage of ore which the Company is entitled to receive under the agreement. The board of directors of the Mining Company consists of six members. The Chairman of the Board and the President of the Company are president and vice president, respectively, and directors of the Mining Company. In addition, the Executive Vice President and a Vice President of the Company are directors of the Mining Company. The Company has been informed by Wm. P. Snyder, Jr., Chairman of the Board of the Company, that he is president and a director of The Shenango Furnace Company and that The Shenango Furnace Company has 41,153 shares of capital stock outstanding, of which Mr. Snyder owns 11,662 shares directly and indirectly, and that he is one of three trustees of, and is entitled during his life to one-half of the income from, a trust which owns 14,467 shares of such stock. Great Lakes Steamship Company, Inc., transports under contract with the Company, on the Great Lakes the iron ore purchased by the Company from Snyder Mining Company and others with the exception of a maximum of 100,000 tons per year transported by The Shenango Furnace Company. The Company has been informed that the board of directors of Great Lakes Steamship Company, Inc., consists of nine members of which four (two of whom are officers of that company) are also directors of the Company; and that these four directors individually hold an aggregate of not more than 2% of the stock of Great Lakes Steamship Company, Inc. Neither the Company nor any of its subsidiaries owns any of such stock. The Company disclaims the actual existence, or any admission thereof, of effective control by it, directly or indirectly, of Snyder Mining Company or Great Lakes Steamship Company, Inc., and when the term "subsidiaries" or "affiliates" is used in this Prospectus it shall not be deemed to include either of these corporations. The Company owns all the capital stock of the Cumberland Supply Company which is engaged in a general merchandising business at Crucible, Pennsylvania, serving primarily employees of the Company residing in Crucible. The Company owns all the capital stock of the Midland Water Company which is engaged in supplying water to the community of Midland, Pennsylvania, serving primarily the employees of the Company employed at the Midland Works. In 1946 the Water Company completed the installation of a filtration plant at a cost of approximately $300,000. MANAGEMENT AND CONTROL The names and addresses of the Company's directors and principal officers are as follows: W. H. Colvin, Jr.. J. Burton Ayers.. A. T. Galbraith. H. B. Higgins. F. B. Hufnagel. Lawrence N. Murray.. Office Chairman of the Board of 405 Lexington Avenue, New York 17, N. Y.. Director, President, and 1548 Rockfeller Building, Cleveland 13, 405 Lexington Avenue, New York 17, N. Y.. 405 Lexington Avenue, New York 17, N. Y.. 514 Smithfield Street, Pittsburgh 22, Pa.... Director and Executive Vice Director and Vice President. Director and Consultant. Registration No. 2-6323 SECURITIES AND EXCHANGE COMMISSION, PHILADELPHIA, PA. Amendment Number 3 to Form S-1 Optional form for Registration under the Securities Act of 1933 of Securities of Issuers Which Would Otherwise Be Authorized or Required to Use Form A-1, A-2, or E-1 SHARON STEEL CORPORATION SHARON, PENNSYLVANIA A. J. Watson, Secretary, Sharon Steel Corporation, Sharon, Pennsylvania Amended Exhibit 15; and amended Prospectus PROSPECTUS 150,000 SHARES SHARON STEEL CORPORATION COMMON STOCK WITHOUT PAR VALUE THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION Sharon Steel Corporation 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 FINDIONG THAT THE STATEMENTS IN THIS PROSPECTUS OR IN THE REGISTRATION STATEMENT ARE CORRECT As more fully set forth herein, the shares of Common Stock to which this Prospectus relates are offered by the respective Underwriters named herein, subject to prior sale, when, as and if issued and accepted by them and subject to approval of counsel for such Underwriters. It is expected that delivery of the shares will be made at the office of Mellon Securities Corporation, 525 William Penn Place, Pittsburgh 30, Pennsylvania. Such shares of Common Stock, when issued, will be listed on the New York Stock Exchange. 1 The Corporation has agreed to indemnify Underwriters and certain other persons as set forth under the caption "Underwriting." i Without allowing for expenses payable by the Corporation estimated at $25,000. During the period from March 18, 1946, to April 18, 1946, inclusive (9,900 shares of the Common Stock were reported sold on the New York Stock Exchange at prices ranging from a high of $391⁄2 per share to a low of $34% per share. On April 2, 1946, the date on which the registration statement was filed, the corporation entered a stabilizing bid of $34.375 per share for the common stock on the New York Stock Exchange, which bid was increased during the day to $34.50 per share and to $36.50 per share on April 6, 1946. Through April 18, 1946 no shares were purchased pursuant to such bids. The list of Underwriters set forth herein under the caption "Underwriting" includes: Mellon Securities Corporation To facilitate the offering it is intended to stabilize the price of the common stock on the New York Stock Exchange this statement is not an assurance that the price of the shares will be stabilized or that the stabilizing, if commenced. may not be discontinued at any time. The foregoing is subject to more detailed statements herein under the caption "Terms of Offering." The date of this Prospectus is April 24, 1946. [Page 8] for $407,379.38 and realized a profit of $24,131.63. The proceeds realized from the sale of such stock was added to the treasury funds of the Corporation in anticipation of the withdrawal of treasury funds needed to supplement the proceeds to be received by the Corporation from the sale of the Common Stock offered hereby, in effecting the redemption of its Convertible $5 Preferred Stock. The remaining 26,949 shares owned by the Corporation constitute less than 4% of the outstanding voting shares of Pittsburgh Steel Company. Raw Materials The principal raw materials used by the Corporation in the manufacture of its products are coal, coke, iron ore and limestone. In addition, the Corporation requires quantities of fuel oil, ferro manganese, ferro chrome, nickel and other alloying materials. During the war period some of such materials were subject to allocation and to limitations of available reserves. The Corporation has never experienced and does not anticipate difficulty in obtaining any of such materials. The Corporation in the ordinary course of its business purchases its raw materials either under contract or in the open market. As hereinbefore set forth, the Corporation intends about July 1, 1946 to manufacture its coke requirements at the leased coke plant in Morgantown, West Virginia. Coal for the operation of the coke plant will be purchased in the open market or under contract, or both. The Corporation has made arrangements with subsidiaries of United States Steel Corporation to supply the Farrell plant with iron ore for a period of ten years and with coke until the Corporation can povide its own supply. Limestone for the open hearth and blash furnaces at the Farrell plant is purchased from Pittsburgh Limestone Corporation pursuant to a ten year contract executed in 1945. The base price of the limestone is $1.23 per gross ton, subject to adjustment for changes in labor costs and in the price paid to Pittsburgh Limestone Corporation by other buyers. The agreement provides for a redetermination of the base price in the event of unforeseen contingencies. A copy of the limestone contract is filed with the Registration Statement as Exhibit 17 (f) to which reference is made, and the foregoing summary is qualified in its entirety by such reference. Reference is made to the caption, "Relations With Certain Corporations" for a statement concerning purchases of raw materials from Pittsburgh Steel Company, Hillman Coal & Coke Company and Pittsburgh Coke & Chemical Company. Other Information The following table shows, for the last ten years, certain data with respect to production, purchases and shipments of the Corporation and its subsidiaries (including Detroit before acquisition): On account of wartime conditions, the tonnage figures shown above during the period of the war should not be taken as indicating that such expanded business will continue under normal peacetime conditions. Under normal conditions, the volume of business of the Corporation and its subsidiaries has been subject to variation due to fluctuations in the general business condition of the country. It is to be expected that the increase in the steel-making capacity in the United States during the war years will result in increased competition in the steel industry. The steel-making capacity in the country has in peacetime normally exceeded demand, and it is impossible to measure the effect upon the Corporation and its subsidiaries of increased competition in the postwar period. The Corporation is unable to determine what will be the effect upon it of competition by manufacturers of other products which may be or may become competitive with steel. The cessation of hostilities resulted in the termination of substantially all the Corporation's contracts relating to war production. As of December 31, 1945, the Corporation and its subsidiaries had outstanding termination claims in their favor for $640,151. At the end of March 1946 the Corporation and its subsidiaries anticipated shipping steel products valued at $13,500,000 during the second quarter of 1946. As previously stated, the coal strike has already shut down the blast and open hearth furnaces, and, unless the coal strike is settled promptly, the finishing plants [End of page 8] SECURITIES AND EXCHANGE COMMISSION, PHILADELPHIA, PA. Amendment No. 3 to Form S-1 Optional Form for Registration Under the Securities Act of 1933 of Securities of Issuers Which Would Otherwise be Authorized or Required to Use form A-1, A-2, or E-1 THE COLORADO FUEL AND IRON CORPORATION Continental Oil Building, Denver, Colorado D. C. McGrew, Secretary, Continental Oil Building, Denver, Colorado; Daniel Delan, Assistant Secretary, 20 Pine Street, New York 5, N. Y. PROSPECTUS 275,000 SHARES THE COLORADO FUEL AND IRON CORPORATION COMMON STOCK (WITHOUT PAR VALUE) THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION The Colorado Fuel and Iron Corporation 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 FINDING THAT THE STATEMENTS IN THIS PROSPECTUS OR IN THE REGISTRATION STATEMENT ARE CORRECT The initial public offering price is to be a fixed price equivalent to the lower of (a) the last reported sale price of the Common Stock, regular way, on the New York Stock Exchange prior to the authorizing by the Underwriter of the making of an offering of any of the shares, or (b) the average of the last reported bid and asked prices for the Common Stock, regular way, on the New York Stock Exchange prior to the authorizing by the Underwriter of the making of an offering of any of the shares (or such bid or such asked price if the other of such prices did not currently exist). Reported transactions on the New York Stock Exchange in the Common Stock from January 1, 1946, through March 31, 1946, have been in respect of 344,300 shares at prices ranging from $163% to $2334 per share. Transactions in the Common Stock on the San Francisco and Los Angeles Stock Exchanges have been in respect of a small amount of shares at prices equivalent to those on the New York Stock Exchange. The proceeds per share to the Selling Stockholders before deducting their expenses are to be equivalent to such initial public offering price, less the underwriting commission of $1.33 per share. *Not including sums to be paid to the Underwriter by the Selling Stockholders for expenses, as more fully stated under caption "Underwriting and Terms of Offering." The Colorado Fuel and Iron Corporation is not selling any of the shares hereunder, and will not receive any of the proceeds. The shares offered hereunder constitute a part of the Common Stock at present owned by the Selling Stockholders mentioned herein, their holdings being stated under the caption "Selling Stock holders." Each of the Selling Stockholders may be deemed an underwriter within the meaning of that term in the Securities Act of 1933, but the Selling Stockholders deny that they are underwriters. As more fully stated under caption "Selling Stockholders" the cost to the Selling Stockholders of each share of Common Stock being offered hereby is computed as $7.59 per share. The Selling Stockholders have agreed to indemnify the Underwriter and each person, if any, who controls the Underwriter, as set forth herein under the heading "Underwriting and Terms of Offering." The Underwriting Agreement restricts offering, sales, and dispositions of Common Stock by the Selling Stockholders for a period of fifteen days subsequent to the initial public offering otherwise than with the consent of the Underwriter. The expenses incident to the registration of the shares offered hereby are to be borne by the Selling Stockholders; no part thereof being borne by the Company. The shares of Common Stock are offered subject to prior sale and subject to the approval of Jacob L. Holtzmann, Esq., counsel for the Company and for the Selling Stockholders, and Messrs. Guggenheimer & Unter myer, counsel for the Underwriter, and to certain further conditions. It is expected that the delivery of the Common Stock will be made at the office of Hirsch & Co., 25 Broad Street, New York 4, N. Y., on or about April, 1946, against payment therefor in New York Clearing House funds. |