UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________________________________________________________________
AMENDMENT
NO. 1
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): May 19, 2005
SCHNITZER
STEEL INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
OREGON
(State
or other jurisdiction of incorporation)
|
0-22496
(Commission
File Number)
|
93-0341923
(IRS
Employer
Identification
No.)
|
3200
N.W. Yeon Ave.
|
|
P.O.
Box 10047
|
|
Portland,
OR
|
97296-0047
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number including area code: (503)
224-9900
NO
CHANGE
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On
July
18, 2005, Schnitzer Steel Industries, Inc. (the “Company”) entered into an
agreement regarding initial compensation (the “Agreement”) with John D. Carter,
the Company’s President and Chief Executive Officer. Under the Agreement, Mr.
Carter will receive for his first year of employment a base salary of $600,000
and a target bonus of $400,000, which target bonus may be lowered or raised
in
the sole discretion of the Compensation Committee of the Board of Directors
(the
“Board”). Mr. Carter’s base salary and bonus opportunities for future periods
shall be as determined by the Compensation Committee of the Board. The Agreement
provides that Mr. Carter shall be entitled to the Company’s employee benefit
plans, insurance, executive medical coverage, sick leave, holidays, an auto
allowance and such other benefits as the Company may from time to time provide
to its most senior officers, except that Mr. Carter shall not be a participant
in Company’s Supplemental Executive Retirement Bonus Plan (“SERBP”). The
Agreement further provides that should Mr. Carter’s employment continue beyond
June 1, 2006, he would become eligible for retirement benefits, including
the
SERBP, subject to the review and approval of the Board’s Compensation Committee
regarding the terms and conditions of such benefits. The Agreement also makes
reference to certain stock options that were granted to Mr. Carter on July
6,
2005, by the Board’s Compensation Committee. In addition, the Agreement confirms
that Mr. Carter serves as President and Chief Executive Officer of the Company
at the pleasure of the Board, and that his employment is at will and may
be
terminated at any time, for any reason or no reason, upon notice by either
the
Company or Mr. Carter. A copy of the Agreement is attached hereto as Exhibit
10.1 and incorporated by reference herein.
Item
5.02.
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
|
On
May
20, 2005, the Company filed a Current Report on Form 8−K (the "Report") to
report the election of Mr. Carter as President and Chief Executive Officer
and
as a member of the Board of Directors of the Company on May 19, 2005. Item
5.02
of the Report is incorporated herein by reference. At the time of filing
the
Report the Company had not entered into an agreement with Mr. Carter and
the
terms and conditions of his compensation had not been set. The Company is
filing
this Amendment No. 1 to the Report to amend Item 5.02 to provide a brief
description of the material terms and conditions of the Agreement for Mr.
Carter, in accordance with instruction 2 to Item 5.02 of Form 8-K. The brief
description of the Agreement is set forth in Item 1.01 above.
Item
9.01. |
Financial
Statements and Exhibits
|
(c)
Exhibits.
|
10.1 |
Letter
Agreement regarding initial compensation terms, dated July 18,
2005,
between John D. Carter and Schnitzer Steel Industries,
Inc.
|
|
99.1* |
Press
Release of Schnitzer Steel Industries, Inc. issued on May 19,
2005.
|
|
99.2* |
Letter
of Robert W. Philip dated May 18,
2005.
|
___________________
*
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed
May 20, 2005.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
SCHNITZER
STEEL INDUSTRIES, INC. |
|
(Registrant) |
|
|
|
Date: July
20, 2005 |
By: |
/s/ Kelly
E. Lang |
|
Kelly
E. Lang
|
|
Acting
Chief Financial Officer |
Exhibit
Index
Exhibit
No. Description
|
10.1 |
Letter
Agreement regarding initial compensation terms, dated July 18,
2005,
between John D. Carter and Schnitzer Steel Industries,
Inc.
|
|
99.1* |
Press
Release of Schnitzer Steel Industries, Inc. issued on May 19,
2005.
|
|
99.2* |
Letter
of Robert W. Philip dated May 18,
2005.
|
___________________
*
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed
May 20, 2005.