SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2002
Universal Stainless & Alloy Products, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-25032 25-1724540
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Mayer Street
Bridgeville, Pennsylvania 15107
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(Address of principal executive offices)
Registrant's telephone number, including area code: (412) 257-7600
Item 5. Other Events.
On February 14, 2002, the Registrant announced its acquisition of the
assets of Empire Specialty Steel, Inc., a producer of finished bar, rod and wire
specialty steel products, from the New York Job Development Authority. A copy of
the press release making such announcement is filed herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated February 14, 2002
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.
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By: /s/ Paul A. McGrath
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Vice President - Operations,
General Counsel and Secretary
Dated: February 14, 2002
EXHIBIT INDEX
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99.1 Press Release dated February 14, 2002
EXHIBIT 99.1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
600 Mayer Street o Bridgeville, Pennsylvania 15017
ACTS: Richard M. Ubinger
Vice President of Finance,
Chief Financial Officer and Treasurer
(412) 257-7606
FOR IMMEDIATE RELEASE
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Comm-Partners LLC
June Filingeri
(203) 972-0186
UNIVERSAL STAINLESS ACQUIRES EMPIRE SPECIALTY STEEL ASSETS
- PLANT TO BE OPERATIONAL WITHIN ONE MONTH -
- USAP EXPECTS TO DUPLICATE SUCCESSFUL RESTART OF BRIDGEVILLE
AND TITUSVILLE OPERATIONS -
- USAP BECOMES FULLY INTEGRATED PROVIDER OF SPECIALTY STEEL PRODUCTS -
BRIDGEVILLE, PA, February 14, 2002 -- Universal Stainless & Alloy
Products, Inc. (Nasdaq:USAP) announced today that it has acquired certain assets
of Empire Specialty Steel, Inc. (Empire), a producer of finished bar, rod and
wire specialty steel products, from the New York Job Development Authority
(JDA). The acquisition includes the inventory, property, plant and equipment,
and selected intangible assets. The purchase price of $4.0 million was funded
with $1.0 million in cash and $3.0 million in notes payable to the JDA.
Located in Dunkirk, NY, Empire ceased operations on June 29, 2001 and
was in default under its agreements with the JDA, which foreclosed on the
property. While Empire's reported revenues for the fiscal year ended October 31,
2000 were $46 million, the facility generated annual revenues in excess of $100
million from 1994 through 1996.
Mac McAninch, President and CEO of Universal Stainless, stated: "The
addition of finished specialty steel rod and wire products and the expanded line
of bar products will enable us to broaden our product offerings to existing
customers within our markets and to enter new market niches. It will also permit
us to more fully utilize the production capacity of our existing operations to
create additional higher value products. Building on our reputation for
producing the highest quality products, we now will be able to offer the
marketplace a desirable alternative to imports in a broad range of finished
product categories."
UNIVERSALSTAINLESS ACQUIRES ASSETS OF EMPIRE SPECIALTY STEEL - PAGE 2 -
Based on its experience in quickly revitalizing idled steel
facilities, management expects the Dunkirk plant to be operational within one
month, matching its timetable for restoring production at its idled Bridgeville,
PA plant in founding the Company. This process will begin with hiring a number
of former employees of Empire to operate the plant in a manner consistent with
the Company's business philosophy and policies. In addition, management will
immediately rebuild customer and supplier relationships, implement efficient
plant processes and advanced information systems and identify cost-saving
capital improvement needs. This is consistent with the strategy that has led to
the Company's record of profitable quarterly performance since 1994.
Mr. McAninch continued, "I am pleased that this acquisition meets the
needs of our customers, employees and stockholders. The agreements reached with
the JDA, the New York Department of Environmental Conservation, the United
Steelworkers of America and the local utility companies will enable us to
restore jobs and reopen the Dunkirk facility under conditions similar to those
when we reopened the Bridgeville and Titusville facilities several years ago. I
would also like to thank Governor Pataki for his leadership and persistence in
completing this sale."
New York Governor George E. Pataki stated: "I applaud Universal
Stainless for their efforts in reopening the Empire Specialty Steel plant, and
bringing jobs back to the area. I look forward to watching this plant grow and
prosper."
Mr. McAninch concluded, "Our operating philosophy since inception is
guided by the premise that positive results will be achieved by aligning our
customers, suppliers and employees in the pursuit of common objectives. The
Dunkirk facility will succeed by working to achieve objectives that serve
critical customer needs at the lowest possible cost."
OUTLOOK
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The Company expects the acquisition to generate accretive earnings in
the second half of 2002. To take into account the expected start-up costs of
$300,000 to $500,000 for the Dunkirk facility, the Company is revising its
diluted earnings per share estimate for the 2002 First Quarter to a range of
$0.17 to $0.22 from the previous estimate of $0.21 to $0.26. For the 2001 First
Quarter, the Company reported diluted earnings per share of $0.25.
UNIVERSAL STAINLESS ACQUIRES ASSETS OF EMPIRE SPECIALTY STEEL - PAGE 3 -
WEBCAST
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A conference call discussing the transaction is scheduled at 10:00 a.m.
(EST) tomorrow, February 15. It will be webcast simultaneously on the Company's
website at WWW.UNIVSTAINLESS.COM, and thereafter be archived on the website. A
telephone replay of the conference call will be available beginning at 12:00
noon (EST) tomorrow, continuing through February 22. It can be accessed by
dialing 706-645-9291, passcode 3256358. This is a toll call.
ABOUT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
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Universal Stainless & Alloy Products, Inc. manufactures and markets
semi-finished and finished specialty steels, including stainless steel, tool
steel and certain other alloyed steels. The Company's products are sold to
rerollers, forgers, service centers and original equipment manufacturers, which
primarily include the power generation and aerospace industries. For 2001,
Universal Stainless reported sales of $90.6 million.
FORWARD-LOOKING INFORMATION SAFE HARBOR
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EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE STATEMENTS IN
THIS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE MADE PURSUANT TO THE "SAFE
HARBOR" PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES
THAT MAY CAUSE THE COMPANY'S ACTUAL RESULTS IN FUTURE PERIODS TO DIFFER
MATERIALLY FROM FORECASTED RESULTS. THOSE RISKS INCLUDE, AMONG OTHERS, RISKS
ASSOCIATED WITH THE ACQUISITION OF THE EMPIRE SPECIALTY STEEL ASSETS AND THE
SUCCESSFUL START-UP OF THE PLANT, RISKS ASSOCIATED WITH THE RECEIPT, PRICING AND
TIMING OF FUTURE CUSTOMER ORDERS, RISKS RELATED TO THE FINANCIAL VIABILITY OF
CUSTOMERS, RISKS ASSOCIATED WITH THE MANUFACTURING PROCESS AND PRODUCTION
YIELDS, AND RISKS RELATED TO PROPERTY, PLANT AND EQUIPMENT. CERTAIN OF THESE
RISKS AND OTHER RISKS ARE DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION (SEC) OVER THE LAST 12 MONTHS, COPIES OF WHICH ARE
AVAILABLE FROM THE SEC OR MAY BE OBTAINED UPON REQUEST FROM THE COMPANY.