MANAGEMENT AND CONTROL The names and addresses of the Company's directors and principal officers are as follows: W. H. Colvin, Jr.. 1. Burton Ayers.. R E. Christie.. A T. Galbraith. F. B. Hufnagel. Lawrence N. Murray. Office Chairman of the Board of Directors and Chairman of Executive Committee. 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.... member of Executive Committee. Director. 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, subJeet 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." 2 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 $1638 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 Stockholders." 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 & Untermyer, counsel for the Underwriter, and to certain further conditions. It is expected that the delivery of the Common Stock wul be made at the office of Hirsch & Co., 25 Broad Street, New York 4, N. Y., on or about April —, 1945, against payment therefor in New York Clearing House funds. Hirsch & Co. No dealer, salesman, or any other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offering contained in this Prospectus, and information or representations not herein contained if given or made, must not be relied upon as having been authorized. This Prospectus does not constitute an offering by the Underwriter in any State to any person to whom it is unlawful for the Underwriter to make such offer in such State. The date of issue of this Prospectus is April 26, 1946. The Buffalo Plant of Colorado, formerly a Wickwire property, has an annual steel ingot capacity of 180,000 net tons. The steel ingots produced there are used solely in making the wide variety of wire products and other specialty items and end-use products which are produced by the Colorado plants which were formerly part of Wickwire. These specialty items are sold by square footage, yardage, pounds, pieces, tonnage, and other measures. The open hearth production rates as related to capacity of the Buffalo Plant for the years 1937 through 1945 are as follows: This production constitutes less than 4 of 1% of the reported total industry production. Property WESTERN PROPERTIES The principal property of Colorado consists of the Minnequa Steel Works, located at Pueblo, Colorado, which comprises approximately 583 acres of land, upon which are located blast furnaces, open hearth furnaces, and rail, structural, merchant, rod, wire, and other mills, a pipe foundry, a byproduct coke plant, a benzol plant, and various other departments and operations. The annual steel ingot capacity of the Minnequa Steel Works is approximately 1,272,000 net tons, and the mill capacity for rolling, drawing and finishing exceeds this ingot capacity. Colorado owns a number of coal mines equipped for operation, and six of these, the Morley, Frederick, Robinson No. 4, Kebler No. 2, Rockvale No. 3, and Crested Butte, are now being actively operated. These are all located in the State of Colorado, and furnish coal for the Minnequa Steel Works, as well as approximately 477,365 tons annualy, for sale for domestic and industrial purposes. In addition, large acreages are held in reserve for coking and non-coking coal in Colorado and Wyoming. Colorado has proven reserves of coal and iron ore sufficient to last for a period of twenty or more years, at the rate of use prevailing in 1945. Transportation from the principal mines to the Minnequa Steel Works is provided by various railroads and, for a short distance, by the wholly owned subsidiary of Colorado, The Colorado & Wyoming Railway Company. Distances |