The answers to certain other items in the Registration Statement are also omitted from this Prospectus where such answers are in general of a negative character. There are also on file with the Securities and Exchange Commission as a part of the Registration Statement certain exhibits thereto. Such exhibits include, among others, copies of the Amended Articles of Incorporation and the Code of Regulations of the Corporation, the underwriting agreements, opinion of counsel, form of stock certificate and certain contracts. PORTSMOUTH STEEL CORPORATION, SUPPLEMENT TO PROSPECTUS OF PORTSMOUTH STEEL CORPORATION Dated June 26, 1946, RELATING TO 1,025,000 SHARES OF COMMON STOCK OF SUCH CORPORATION This Supplement is principally for the purpose of reflecting the recent amendment to the sales contract hereinafter mentioned, and does not purport to cover all material developments since June 26, 1946. See "General" hereinafter. AMENDMENT OF SALES CONTRACT WITH KAISER-FRAZER CORPORATION The contract (herein called sales contract) dated June 6, 1946, between Portsmouth Steel Corporation (herein called the Corporation) and Kaiser-Frazer Corporation (herein called Kaiser-Frazer) and Graham Paige Motors Corporation outlined in the above-mentioned Prospectus has been amended by an agreement (herein called Amendment) recently entered into as of March 1, 1947. Following is a brief outline of the principal changes contained in the Amend ment: 1. Graham Paige Motors Corporation having sold its automotive assets to Kaiser-Frazer, the sales contract now constitutes an agreement only between the Corporation and Kaiser-Frazer. 2. The following new price provision is included: The price for sheets and for slabs shipped after December 1, 1946 is the unadjusted price or the adjusted price, as defined and determined in the Amendment, whichever is higher. The unadjusted price means the base price at Pittsburgh, plus standard extras wherever applicable, all as announced or established by the subsidiaries of United States Steel Corporation as of the date of shipment. The adjusted prices for sheets and slabs delivered during December 1946 and January and February 1947 are fixed amounts; i.e., $3.20 per cwt. on certain sheet deliveries; $3.175 per cwt. on certain other sheet deliveries; and $42 per gross ton on slabs, plus standard extras, including (as to slabs) a scarfing extra of $1.78 per gross ton. In addition, a fixed sum of $125,000 will be payable to the Corporation for such three-month period. The adjusted prices for sheets and slabs delivered after February 28, 1947, are base prices, hereinafter stated, which are to be adjusted upward or downward, as the case may be, pursuant to an escalator formula stated in the Amendment, involving changes in (a) scrap prices, (b) conversion charges (as to sheets only), (c) straight time average hourly labor rate, (d) iron ore prices, and (e) as to sheets only, differential in slab transportation costs from Portsmouth to Steubenville in limited instances. The base prices, to be adjusted as above outlined, are $3.20 per cwt. for cold rolled sheet; $2.50 per cwt. for hot rolled sheet; and $44 per gross ton for slabs, plus in each case standard extras wherever applicable, as established or announced by subsidiaries of United States Steel Corporation for January 1947 as to sheet, and November, 1946 as to slabs, and plus, as to slabs for which scarfing is ordered, a scarfing extra of $1.78 per gross ton. Provision is made with respect to the determination of certain factors of adjustment, and for the settlement of disputes with respect thereto by independent public accountants acting for the two parties, or by a third firm of independent public accountants selected by the first selected firms of accountants in the event the latter do not agree. The adjusted price for slab to be delivered in any month in 1947 will be reduced if Kaiser-Frazer gives the Corporation three months notice that it will not order more than a certain specified tonnage for that month. The reduction in price will be 10% when such tonnage does not exceed 4,000 net tons and 15% when it does not exceed 3,000 net tons. The price for wire products shipped after November 30, 1946, is the Corporation's published price, in no case in excess of the price which the Corporation actually charges other domestic customers. In the event of an increase in the Corporation's published price of wire after receipt of an order from Kaiser-Frazer therefor, the latter may cancel such order as to wire not shipped as of the date of the increase. 3. Kaiser-Frazer is not obligated to purchase sheet, slabs or wire after December 31, 1947. In lieu of its right to extend the period within which it may make purchases under the sales contract, Kaiser-Frazer is given the option to buy sheets during 1948 and the first half of 1949, not exceeding 7,900 net tons in any one calendar month, upon giving the Corporation three months advance notice of the quantities desired for delivery in a specified subsequent month; also the option to buy slabs during 1948, 1949, 1950 and the first half of 1951, not to exceed 7,900 net tons in any one calendar month, upon similar notice, and to buy wire products during the same period, not to exceed 4,000 net tons in any one calendar month; but as to wire products it must give prior notice of the quantity it desires in a given year on or before July 1 of the next preceding year and, in addition, its orders for wire products must be placed three months prior to the month of requested delivery. 4. The Amendment contains provisions relating, among other things, to past performance, terms of payment, reduction in deliveries of certain categories of steel during 1947, giving priority to deliveries to Kaiser-Frazer, and furnishing certain schedules and information. The foregoing is a brief outline of the principal terms and provisions of the Amendment and does not purport to be a complete statement of the terms and provisions thereof. ACQUISITION OF SHARES OF COMMON STOCK OF THE CLIFFS CORPORATION From time to time the Corporation has acquired outstanding Common Shares of The Cliffs Corporation, an Ohio corporation (hereinafter called Cliffs), which is a registered management investment company under the Investment Company Act of 1940. The principal business of Cliffs has been the holding of shares in certain steel companies and all of the outstanding Common Shares (representing at this time 45% of the total voting power) of The Cleveland-Cliffs Iron Company, an Ohio Corporation, and the collection and distribution of dividends to its shareholders. The Cleveland-Cliffs Iron Company is one of the leading producers of iron ore in the country. In addition to its interest in iron ore reserves, it also has interests in railroad, shipping, water power, coal, dock and timber properties and substantial holdings of shares in certain steel companies. At the date hereof the Corporation owns 60,000 Common Shares of Cliffs (about 7.4% of the outstanding Common Shares of Cliffs), having an aggregate cost of $1,606,812.50. The market value of such 60,000 shares, based upon the last reported sale of shares of such stock over the Cleveland Stock Exchange on March 19, 1947, was $1,620,000. GENERAL This Supplement has been made primarily to reflect the Amendment to the sales contract, certain provisions of which were outlined on pages 5 and 6 of the above mentioned Prospectus. Various changes have occurred since the date of such Prospectus, June 26, 1946, in the course of the development and conduct of the business and operations of the Corporation, which began on July 1, 1946. Among others are the following: (a) the Board of Directors has authorized a program for substantial improvement to the Corporation's wire making facilities and for the addition of equipment for the production of wire specialties and fine-drawn wire, the amount heretofore expended and authorized to be expended in this program being an aggregate of about $1,000,000; (b) the Corporation has entered into arrangements for the sale of welded wire fabric products to Truscon Steel Corporation and for the sale of fence, barbed wire, bale tie and nails to the Farm Bureau Cooperative Association, Inc. (Ohio), the Indiana Farm Bureau Cooperative Association, Inc. and Jim Brown Stores, Inc.; agreements with Apollo Manufacturing Corporation, located at Apollo, Pennsylvania, for 1947, providing, among other things, for the sale to it of sheet bar, the conversion of ingots which Apollo will furnish into sheet bar, and furnishing assistance in managing the Apollo plant on a fee basis; an agreement with Kaiser & Frazier Parts Corporation to serve as management consultants in the operation of the Struthers Blast Furnace at Struthers, Ohio, on a fee basis; (c) the Corporation has entered into an agreement with H. J. Ruttenberg, Vice President, under which he has subscribed for 10,000 unissued Common Shares of the Corporation at a price of $10 a share, to be paid in partial payments; and (d) the Corporation has acquired 13,350 of its outstanding Common Shares at an aggregate cost of $89,513.75, and has entered into agreements for the resale of such shares on a partial payment basis at cost to eleven officers and key employees, including the President and Vice President. These examples are given only to indicate that changes have taken place since the date of the Prospectus, and it is expected that other changes will take place. It must be understood that the Corporation does not purport hereby to supplement the Prospectus so as to reflect the status of the Corporation as at the date hereof nor to give information as to all material developments since the date of the Prospectus or the effect thereof. The latest report furnished by the Corporation to its shareholders is a published report for the six months ended December 31, 1946 containing, among other things, a consolidated income statement for such period and a consolidated balance sheet as at that date. MARCH 20, 1947. CUSTOMERS OF THE UNITED STATES STEEL CORP. EXPRESSING SATISFACTION WITH THE CORPORATION IN LETTERS TO THE SUBCOMMITTEE ON STUDY OF MONOPOLY POWER Alabama Pipe Co., Anniston, Ala. Alden Manufacturing Co., Painesville, Ohio. The Allen Manufacturing Co., Drawer 570, Hartford 2, Conn. S. L. Allen & Co., Inc., Fifth Street and Glenwood Avenue, Philadelphia, Pa. Allied Products Corp., 12677 Burt Road, Detroit 23, Mich. Amana Refrigeration, Inc., Amana, Iowa. American Hoist & Derrick Co., St. Paul 1, Minn. American Screw Co., Providence 1, R. I. American Spring & Wire Specialty Co., 816-48 North Spaulding Avenue, Chicago 51, Ill. Amick Sheet Metal Works, 2727 Sixth Avenue South, Seattle 4, Wash. Arkansas Foundry Co., Little Rock, Ark. Armstrong-Bray & Co., 5364 Northwest Highway, Chicago 30, Ill. Arrow Contractors Equipment Co., 2020 Walnut Street, Chicago 12, Ill. The Auto Sun Products Co., 529 to 543 Poplar, Cincinnati 14, Ohio. Avon Tube Co., Rochester, Mich. Baird Hardware Co., Gainesville, Fla. Chas. F. Baker & Co., Post Office Box 369, Framingham, Mass. Barrett Hardware Co., Henderson Avenue at Jackson Street, Joliet, Ill. CUSTOMERS OF THE UNITED STATES STEEL CORP. EXPRESSING SATISFACTION WITH The H. Belmer Co., 1101-1107 West Sixth Street, Cincinnati 3, Ohio. The F. S. Bidwell Co., Windsor Locks, Conn. Birtman Electric Co., 4140 Fullerton Avenue, Chicago 39, Ill. Brammall Supply Co., 196-202 Water Street, Benton Harbor, Mich. L. P. Brown Co., Post Office Box 1341, Memphis, Tenn. Buffalo Structural Steel Corp., 166 Dart Street, Buffalo 13, N. Y. William Cameron & Co., Inc., Waco, Tex. Cement Gun Co., Inc., Allentown, Pa. Central Screw Co., Keene, N. H. Central States Bridge & Structural Co., 601 Beecher Street, Indianapolis 7, Ind. Central Supply Co., 210 South Capital Avenue, Indianapolis 9, Ind. Champion, Inc., Iron Mountain, Mich. Chandler Co., Cedar Rapids, Iowa. Chattanooga Boiler & Tank Co., 1030-36 East Main Street, Chattanooga 1, Tenn. The Cincinnati Concrete Pipe Co., Reading Station, Cincinnati, Ohio. Geo. A. Clark & Son, 901 North Third Street, Minneapolis, Minn. The Cleveland Cap Screw Co., 2917-23 East Seventy-ninth Street, Cleveland, Ohio. Columbia Cable & Electric Corp., 255 Chestnut Street, Brooklyn 8, N. Y. Corry-Jamestown Manufacturing Corp., Corry, Pa. Creamer & Dunlap, Post Office Box 2265, Tulsa, Okla. Cribben & Sexton Co., 700 North Sacramento Boulevard, Chicago 12, Ill. C. A. Crosta, Inc., Denver 2, Colo. Crouse-Hinds Co., Syracuse 1, N. Y. Cushman Motor Works, Lincoln 1, Nebr. Dairyman's Supply Co., Mayfield, Ky. Daisy Manufacturing Co., Plymouth, Mich. Dave Steel Co., Asheville, N. C. Day & Night Manufacturing Co., Monrovia, Calif. Decatur Iron & Steel Co., Decatur, Ala. Denniston & Partridge Co., Newton, Iowa. Dixie Steel Manufacturing Co., Post Office Box 3155, Memphis 9, Tenn. The Duff-Norton Manufacturing Co., Pittsburgh 30, Pa. Dunn Steel Products Co., Plymouth, Mich. Eaton Metal Products Co., Denver, Colo. Ehrsam Manufacturing Co., Enterprise, Kans. Emerson-Scheuring Tank & Manufacturing Co., Inc., Indianapolis 7. Ind. Fentron Steel Works, 2801 Market Street, Seattle 7, Wash. Fischer Bed Spring Co., 429-433 Lockhart Street, Pittsburgh 12, Pa. Fritz W. Glitsch & Sons, Inc., Post Office Box 6227, Dallas 2, Tex. Great Lakes Supply Corp., 1026 West Fiftieth Street, Chicago 9, Ill. Greenville Steel and Foundry Co., Greenville, S. C. C. Hager & Sons Hinge Manufacturing Co., 139 Victor Street, St. Louis 4, Mo. Hanover Wire Cloth Division, Hanover, Pa. Harper & McIntire Co., Ottumwa, Iowa. Harris Hardware & Supply Co., Inc., 660 Market Street, Wilkes-Barre, Pa. CUSTOMERS OF THE UNITED STATES STEEL CORP. EXPRESSING SATISFACTION WITH THE CORPORATION IN LETTERS TO THE SUBCOMMITTEE ON STUDY OF MONOPOLY POWER-Continued Hassco, Inc., Post Office Box 448, Denver 1, Colo. Henderson & Baird Hardware Co., Greenwood, Miss. W. J. Holliday & Co., Inc., Indianapolis 7, Ind. R. R. Howell Co., Thirty-first Avenue and Fourth Street SE., Minneapolis, Minn. Hynes Steel Products Co., Post Office Box 418, Youngstown, Ohio International Steel Co., Evansville 7, Ind. Iowa Wind Mill & Pump Co., Cedar Rapids, Iowa. Isaacson Iron Works, Seattle, 14, Wash. Keyes Tank & Supply Co., Casper, Wyo. Keystone Structural Steel Co., Olden Avenue Extension, Trenton 3, N. J. Kroehler Manufacturing Co., Naperville, Ill. The Lang Co., Post Office Box 479, Salt Lake City 9, Utah. Laurel Machine & Foundry Co., Laurel, Miss. The F. H. Lawson Co., Cincinnati 4, Ohio. The Lerio Corp., Post Office Box 1050, Mobile 6, Ala. Lewis Bolt & Nut Co., Minneapolis 14, Minn. Lisk-Savory Corp., 90 Alabama Street, Buffalo 4, N. Y. Loonan Lumber Co., Sioux Falls, S. Dak. Lufkin Foundry & Machine Co., Lufkin, Tex. MacLean-Fogg Lock Nut Co., 5535 North Walcott Avenue, Chicago 40, Ill. The Mapes Piano String Co., 767 East One Hundred and Thirty-third Street, New Markel Electric Products, Inc., 129-149 Seneca Street, Buffalo 3, N. Y. Marlboro Wire Goods Co., Inc., Marlboro, Mass. Marsh Steel Corp., 101 East Ninth Street, North Kansas City, Mo. Maryland Fine & Specialty Wire Co., Inc., Cockeysville, Md. Massachusetts Engineering Co., Inc., North Quincy 71, Mass. Mathews Conveyer Co., Ellwood City, Pa. May Hardware Co., 1054 Thirty-first Street NW., Washington 7, D. C. McKinney Manufacturing Co., Pittsburgh 12, Pa. R. S. McMannus Steel Construction Co., Inc., 1254-1256 East Ferry Street, Buffalo 11, N. Y. H. & F. Mesinger Manufacturing Co., Inc., 432 Austin Place, New York 55, N. Y. Mesker Bros. Iron Co., St. Louis 2, Mo. Widwest Metals Corps., Post Office Box 565, Davenport, Iowa. E. K. Morris & Co., Inc., 311-323 West Second Street, Cincinnati 2, Ohio. Morrison Steel Co., Box 350, New Brunswick, N. J. Mosow Screw Co., Marquette and Foss Park, North Chicago, Ill. The Murray Ohio Manufacturing Co., 1115 East One Hundred and Fifty-second Street, Cleveland 10, Ohio. Nehring Electrical Works, DeKalb, Ill. The Newell Manufacturing Co., Ogdensburg, N. Y. North & Judd Manufacturing Co., New Britain, Conn. Ohio Stainless & Commercial Steel Co., 2966 East Fifty-fifth Street, Cleveland 4, Ohio. Quality Spring Products, Inc., Coldwater, Mich. C. T. Patterson Co., Inc., 800 South Peters Street, New Orleans 7, La. Peden Steel Co., Raleigh, N. C. Pilgrim Drawn Steel Division, Plymouth, Mich. Paxton & Vierling Iron Works, Fifth Street and Avenue H, Omaha 1, Nebr. Cobb & Drew, Inc., Plymouth, Mass. Polaris Concrete Products Co., 6010 Medina Street, Duluth 7, Minn. Precision Drawn Steel Co., 3600 River Road, Camden, N. J. Precision Spring Corp., 15400 Woodrow Wilson Avenue, Detroit 3, Mich. The Pressed Steel Co., Wilkes-Barre, Pa. Pressed Steel Tank Co., West Allis Station, Milwaukee 14, Wis. Progress Manufacturing Co., Inc., Germantown Avenue and Master Street, Puget Sound Sheet Metal Works, 3631 East Marginal Way, Seattle 4, Wash. |