March 2006
Metal Industry News

Mittal Delivers Takeover Offer;
Arcelor Board Firmly Opposed

The world’s largest steel producer, Mittal Steel Co. N.V., is continuing its pursuit of No. 2, Arcelor S.A., though Arcelor’s board voted Jan. 29 to reject Mittal’s offer. Luxembourg-based Arcelor remains vocally opposed to the merger, announcing a strategic plan for 2006-08 that “reinforces the board’s decision... to unanimously reject Mittal Steel’s hostile bid.”

Arcelor has also remained active on the acquisition front, closing its purchase of Canadian steelmaker Dofasco and purchasing 38 percent of the shares of Chinese steelmaker Laiwu Steel Group (see related article).

One competing executive believes the global steel landscape will be altered regardless of which way the takeover attempt finishes.

“That was the offer heard around the world,” Nucor Vice President John Ferriola said at the 2006 Toll Processing Conference Feb. 16 in Orlando, Fla. “Whichever way this comes out, whether Mittal is successful in acquiring Arcelor or not, that action will spur a tremendous round of acquisitions around the world.”

“If Mittal wins, you’ve got tremendous consolidation, No. 1 getting No. 2. If they don’t, Arcelor and every other significant steel company around the world will be looking around to see who they can acquire as a defensive measure, to make sure they’re not the next one Arcelor or Mittal is coming after,” he added.

Mittal delivered its offer Feb. 6 in Luxembourg, Spain, France and Belgium. It was also extended to the United States. The offer consists of four Mittal Steel class A common shares and $35.25 (euro) cash for every five Arcelor shares.

Arcelor CEO Guy Dolle and Chairman Joseph Kinsch initially expressed disinterest and later formally announced that they would not discuss the takeover attempt further. Still, the potential acquisition remains the primary talk among others in the industry.

“They changed the scope of consolidation in one morning,” Ferriola said of Mittal’s bid.

Arcelor Purchases 88% Share of Dofasco, Stake in Laiwu
The extended pursuit of Dofasco by Arcelor neared completion in February.

Arcelor S.A., Luxembourg, completed the purchase of 88.4 percent of the shares of Canadian steelmaker Dofasco. Arcelor paid $71 (Canadian) per share to acquire the Hamilton, Ontario, company.

To provide Dofasco shareholders who have not yet accepted the offer with more time to do so, Arcelor extended the expiration date of the offer to March 7.
“Dofasco becomes the center of Arcelor’s growth strategy in North America, and cornerstone of our continued worldwide leadership in the market for automotive steel,” said Guy Dollé, Arcelor’s CEO.

Finalizing the Dofasco deal was not Arcelor’s only activity during the month as it continued to deny interest in Mittal Steel’s takeover attempt. Arcelor also agreed to purchase a 38.41 percent stake in Laiwu Steel Corp., a subsidiary of Chinese steelmaker Laiwu Steel Group, Shanghai.

“This partnership with Laiwu gives us an opportunity to contribute to the tremendous development potential of China, the world’s largest and fastest growing steel market,” says Arcelor Senior Executive Vice President Roland Junck.

With the addition of its recently commissioned heavy section mill, Laiwu Steel Corp. is China’s largest producer of sections and beams.

MSCI Carbon Conference:
Service Center Execs Offer Positive World View

Manufacturing around the world will continue to grow, as will the metals industries that supply it, asserted Bill Jones, president and CEO of O’Neal Steel, Birmingham, Ala.
Jones was a panelist at the Metals Service Center Institute’s Carbon Conference last month in Scottsdale, Ariz., along with Bud Siegel, president and CEO of Russel Metals, and Michael Hoffman, president and CEO of Macsteel Service Centers USA.

“A major portion of the world is moving from the 19th century into the 21st in a very short time. Demand for product in India, China, and other developing markets will be incredible,” Jones said, among his observations on the changing global steel landscape.

The shift of some U.S. manufacturing abroad does not spell doom for American metals suppliers, he added. “Certainly a lot of manufacturing has moved to other countries, but it appears that if it is material intensive, it tends to stay here. It’s difficult to ship material worldwide.”

Consolidation certainly will continue among raw material suppliers, metals producers and service centers, as well as fabricators and manufacturers, he said. But amid all the chaos, some factors will remain the same.

“There will be a continuing, vibrant, meaningful, competitive marketplace for service centers in the United States,” Jones said. “As many of our customers utilize lean manufacturing, and take other steps to become more efficient, it plays to our strengths. Leaders with a passion for this business and a clear understanding of the need for collaborative relationships with customers and suppliers will be extremely important. Quality, service, dependability and consistency will continue to win out. That will not change.”

Discussing mill consolidation and its effect on relationships between trading partners, Hoffman, of Newport Beach, Calif.-based Macsteel, noted that true consolidation is not just a change of ownership, but rather the rationalization of obsolete and inefficient capacity resulting in fewer workers and facilities producing the same amount of goods.

“We have done a fantastic job [of such rationalization] in the United States. That’s not so true in other parts of the world,” he said. Where consolidation reduces infrastructure, it reduces the pressure on mills to earn their cost of capital. “They in turn will act more responsibly and give us an opportunity to act more responsibly,” Hoffman said.

Siegel, of Russel Metals in Mississauga, Ontario, noted that distribution in the United States is much more fragmented than in Canada. Russel and its rival Samuel, Son & Co. Ltd. command nearly a 50 percent share of metals distribution in their country. “In the U.S., you have a different relationship with suppliers. The Canadian model is much more collaborative,” Siegel said.

In 2003, when many mills were struggling financially, Russel adopted a more cooperative philosophy. “Our objective was not to get another $5 per ton out of our suppliers. Our first criterion was inventory management,” Siegel said. “We felt we could take more cost out of our business through inventory than by trying to squeeze [a mill] that was already in bankruptcy. It became a much more collaborative relationship with our suppliers.”

“We have applauded consolidation where it has led to rationalization of unneeded capacity in the United States. The result is a market more disciplined and better balanced with supply and demand,” said Jones. However, O’Neal has not been unaffected by the process.

“Two years ago, our two major plate suppliers were U.S Steel and Bethlehem. U.S. Steel no longer produces plate and Bethlehem is now part of Mittal. That has been a big change, though through the efforts of our purchasing group we have been able to adapt without major problems. Overall consolidation has been a positive, though it’s a day-to-day challenge,” he added.

Just as Macsteel nourishes its relationships with core suppliers, it also works hard to develop intimate relationships with customers by providing for all of their needs. “We put everything we can into our technical capabilities, providing ever increasing service and ever improving tolerances to meet their demands,” Hoffman said.

As a general line distributor, Russel caters to large numbers of relatively small customers. “We focus on the B and C accounts. We want customers who need us as much as we need them,” said Siegel, rather than large OEMs “whose sole objective is to reduce our price by 3 percent each year.” Developing a personal relationship with each customer is the best way to keep him from shopping elsewhere, Siegel added.

Is there a danger in a service center getting too big and losing its nimbleness? There are companies in other industries that are much larger and still very successful, noted Jones. “I don’t think we are approaching a critical mass that makes us too big or threatens our success. Our business is still one customer at a time, one order at a time, and that does not change regardless of size.”

Macsteel uses a very flat management structure broken down by geography and product, and demands a very entrepreneurial approach from its managers. “That way we are able to keep our focus on our customers’ requirements and keep up with obligations to suppliers. We don’t believe that we are too big to continue to manage that model.’

In fact, Macsteel plans to get even larger. “We are hopeful we will be part of the ongoing consolidation process, and we’re looking at multiple acquisitions as we speak in different geographical areas,” Hoffman said.

Surprisingly, the CEOs of O’Neal, Macsteel and Russel have divergent views of what makes for a good acquisition candidate.

O’Neal looks for profitable companies that immediately add earning power, as well as extending O’Neal’s geographic or product range. “In any deal, the first thing we look for is the quality of their people,” Jones said. “Are they good people, and will they help us strengthen our business?”

Macsteel, likewise, considers the management talent that will come with an acquisition. They look at how the company will add value in terms of product and geography. But the profitability of the prospect is a distant fourth consideration. “We don’t mind fixing businesses. There is generally a lot of value that can be gained,” Hoffman said.

As a public company, any acquisition by Russel has to be immediately accretive to earnings and highly measurable for investors, with a strong product or geographic focus, Siegel said. “We like being a big fish in a small pond. In the States, we haven’t really found the perfect fit. With today’s multiples, it is very difficult for a public company to make an acquisition.”

Russel has used acquisitions in certain regions as a means of rationalizing its weaker operations. “We were unhappy with our performance in [British Columbia, Quebec and Wisconsin]. We had three options: shut down and exit the region, stay with the status quo or buy best of breed and rationalize,” Siegel explained. In all three cases, Russel bought the best player in the region and merged itself into the acquiree, rather than the other way around. “We put them on our computer system, but kept their name and management. We shut Russel facilities down. Everybody assumed the buyer would put all their own people in place, but that’s not what we did.”

All three panelists agreed that human assets are a company’s most valuable resource. Attracting and retaining talent is an ongoing challenge for the service center industry.

“We have to accept that ours is not a sexy industry,” commented Hoffman. “Attracting the right talent with the right spirit and education is hard.” Key to retention is a proper reward system with incentives that keep employees motivated. “If people are well rewarded and happy, they are unlikely to leave you for other businesses. From a human resources perspective, anytime a good employee leaves, you have to say to yourself: ‘We failed. What have we done wrong?’”

Leavitt Celebrates 50 Years
Leavitt Tube is celebrating 50 years of serving the pipe and tube market.

Founded in 1956, Leavitt began producing mechanical tubing from a single 7,000-square-foot plant in Chicago. Today, after a half-century of growth, Leavitt operates 13 tube mills in two locations—Chicago and Madison, Miss. With over 1 million square feet and 225 employees, Leavitt produces over 200,000 tons annually of A500-grade welded structural tubing, A513 mechanical tubing and HiY-50 structural pipe.

The company created a special 50th anniversary logo to highlight events planned throughout the year.

Maverick Reports 4Q Earnings Increase
Maverick Tube Corp., St. Louis, snapped the trend of declining earnings during the fourth quarter of 2005. Maverick’s fourth quarter income was $63.2 million, 64 percent higher than the same period of 2004 and 61 percent higher than the $39 million posted in the previous quarter.

Despite the surge in the final quarter, Maverick’s earnings of $172.3 million were still 11 percent behind the $193.8 million recorded in 2004.

The manufacturer of tubular products recorded sales of $484.7 million during the fourth quarter, 34 percent above the $361.3 million in sales posted in the final three months of 2004. Maverick had sales of $1.8 billion for the year, $500 million ahead of the previous year.

“Activity levels continue to be strong in all of our energy markets,” says C. Robert Bunch, chairman, president and CEO. “A substantial portion of our sequential revenue growth came from Prudential, Texas Arai, and TuboCaribe, all acquisitions we’ve completed in the last five years.”

Sales of energy products recorded in the fourth quarter of 2005 increased 2.5 percent sequentially to $409.7 million from $399.5 million in the third quarter of 2005. For the year, sales of energy products grew 53.2 percent to a record $1.5 billion compared to sales of $954.4 million for the prior year.

“Looking forward, we expect drilling and workover activity in 2006 to continue to increase in the markets we serve.”

Bayou Sales Increase, Income Falls During 1Q
Bayou Steel Corp., LaPlace, La., reported net income of $3.2 million for the first quarter of fiscal year 2006, 23.8 percent behind the $4.2 million posted during the same quarter the previous year. Its first quarter ended Dec. 31.

In contrast, sales were up 6.4 percent during the period, increasing from $63.1 million to $67.2 million for the final three months of 2005.

“Steel inventories at our customers are low by historical standards. We expect shipments to continue to grow this year and look forward to what we believe will be a strong market for the rest of fiscal 2006,” says Jerry M. Pitts, president and CEO.

Stelco Completes Sale of Subsidiaries to Mittal
Stelco Inc., Hamilton, Ontario, has sold shares of Norambar Inc., Stelwire Ltd. and Stelfil Ltée to Mittal Canada Inc.

“I’m pleased for all concerned that the court has facilitated the closing of this transaction. It provides the subsidiaries with ownership that views them as strategic assets,” says Courtney Pratt, Stelco president and chief executive officer. “It provides certainty to their employees and retirees. And it assists Stelco in focusing on its integrated steel business going forward.”

Century Aluminum Reports Loss for 2005
Century Aluminum Co., Monterrey, Calif., reported a net loss of $148.7 million for the fourth quarter of 2005. Reported fourth quarter results were negatively impacted by an after-tax charge of $164.6 million.

In the second quarter of 2005, the company changed from the last-in first-out inventory valuation method to the first-in first-out method.

For 2005, Century reported a net loss of $116.3 million compared to a $33.5 million income in 2004.

Sales for the fourth quarter of 2005 were $292.9 million, slightly ahead of the $290.6 million for the fourth quarter of 2004. Shipments of primary aluminum for the 2005 fourth quarter were 156,014 metric tons, compared with 157,264 tons shipped in the year-ago quarter.

“Overall, 2005 was a year of record production, revenue and cash flow from operations for Century,” says President and CEO Logan W. Kruger. “The Nordural expansion, which began its initial production on Feb. 15, is continuing to proceed on budget for a scheduled completion in the fourth quarter of 2006. Looking ahead, we see attractive opportunities to build a larger, more diversified and more cost-competitive company.”

Northwest Pipe Reports Record Sales, Earnings
Northwest Pipe Co., Portland, Ore., reported the highest annual sales and earnings in its history. Sales in 2005 were $329 million, a 12.6 percent increase from the $292 million in 2004. Net income was $13.4 million, up 8 percent from the $12.4 million posted in 2004.

In the fourth quarter of 2005, sales were $77.1 million, 3.9 percent behind the $80.3 million in the fourth quarter of 2004. Net income was $3.4 million, 20 percent below the $4.2 million posted during the final three months of 2004.

Briefs
Nucor Corp., Charlotte, N.C., was named to Institutional Investor magazine’s inaugural list of “America’s Most Shareholder Friendly Companies” in its February 2006 issue. That followed the magazine’s listing of the Nucor management team as No. 1 in the metals and mining industry in its list of “America’s Best CEOs.”

Outokumpu sold its Aldridge, U.K., brass rod mill, Outokumpu Copper MKM Ltd., to UK-based The Meade Corp. for $20 million euro. The production capacity of Outokumpu Copper is 40,000 tons of brass rod.

Made2Manage Systems Inc., Indianapolis, a provider of enterprise resource planning software and services, has acquired AXIS Computer Systems Inc. The Marlborough, Mass.-based AXIS is a supplier of ERP software and services to companies within the metals, wire and cable industries.

RathGibson, Janesville, Wis., has been acquired by New York private equity investment firm Castle Harlan Inc. RathGibson is a manufacturer of stainless steel and alloy precision-welded tubing with production facilities in Janesville and North Branch, N.J., as well as sales offices in Houston and Shanghai.

A Delaware bankruptcy court has confirmed the second reorganization plan of Kaiser Aluminum, Foothill Ranch, Calif. The confirmation order must now be affirmed by the United States District Court. “We are very pleased by the ruling and it means that the finish line is within sight,” said Jack Hockema, Kaiser president and CEO.

Ohio Gratings Inc., Canton, Ohio, and Meiser of Germany have entered a joint venture to manufacture press lock bar grating in the U.S. The new joint venture name is Meiser Bartley Grating.

Northwest Pipe Co., Portland, Ore., was chosen to supply approximately $5 million of welded steel pipe for the Denver Water Board. Northwest Pipe will supply approximately 20,225 feet of 54-inch diameter steel pipe.

All companies in the Irving, Texas-based Commercial Metals Co. underwent a name change effective March 1 and are now operating under the CMC name. The CMC Steel Group includes numerous locations that operate as part of the company’s domestic mills and fabrication segments.

People
Craig Vogel has been named vice president of sales for the industrial market at Lenox, East Longmeadow, Mass. Jim Welch has been named Lenox’s vice president of sales for commercial selling organization, responsible for the plumbing, HVACR, and electrical channels of distribution.

Carpenter Technology Corp., Wyomissing, Pa., appointed J. Michael Fitzpatrick as vice chairman, working with the senior management team to develop and execute a strategic growth plan for the company.

Metals Industry Supports Scouts
at April 5 Dinner Show in Chicago

The metals industry is gathering next month in Chicago to benefit the Chicago Area Council Boy Scouts of America. The 2006 Metals Industry Dinner Show begins at 6 p.m. Wed., April 5, the at Hyatt Regency Chicago.

Entertainment will be provided by comedian Jeff Dunham and the Bill Pollack Orchestra. Dunham is a Stand-up Comic of the Year award winner from the American Comedy Awards. The 14-piece Bill Pollack Orchestra delivers a variety of musical styles, including big band, rock and roll, world music and rhythm and blues.

Tickets to the event are $350 per person. Sponsorships ranging from $3,000 to $9,000 are available.

To register online, visit http://events.chicagobsa.org.

 

 

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