UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________________________________________________________________
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): September 13, 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
(Address
of principal executive
offices)
|
97296-0047
(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
September 13, 2005, Schnitzer Steel Industries, Inc. (the “Company”) entered
into an employment agreement (the “Agreement”) with Don Hamaker, who was
appointed President of the Company’s Metals Recycling Business and a Vice
President of the Company. The Agreement has a term of three years, beginning
on
September 6, 2005 and ending on September 6, 2008. Mr. Hamaker will receive
compensation of $500,000 per annum, will be eligible to participate in the
Company’s Economic Value Added bonus program and will be eligible for
consideration in the Company’s Long-Term Incentive Program that is currently
under development. Beginning in June 2006, Mr. Hamaker will be eligible
for
consideration in the Company’s annual salary review program pursuant to which
his salary may increase. The Company will also pay out 50% of the Economic
Value
Added bonus that Mr. Hamaker earned in 2005 (“2005 EVA bonus”) while with his
former employer, Hugo Neu Corporation (“HNC”), which Mr. Hamaker estimates to be
$470,000. In the event the remaining 50% of Mr. Hamaker’s 2005 EVA bonus is not
paid by HNC, the Company will pay out this amount as well. In addition, on
or
about October 15, 2005, Mr. Hamaker will receive a grant of restricted stock
or
options (or its economic equivalent) in the amount of $800,000. Mr. Hamaker
will
be granted an auto allowance of $800 per month and a Company gas card. Mr.
Hamaker’s business related travel will be paid for, or reimbursed, by the
Company, including airfare, hotel accommodations and meals. The Company will
also assist Mr. Hamaker with his relocation and he will receive certain
benefits. If Mr. Hamaker’s employment is terminated (unless for cause) he will
be eligible for the following severance payments so long as he does not accept
employment with a competitor to the Company during the full year he is receiving
compensation from the Company: (i) one full year of compensation at his
then-current base salary, (ii) one full year of an average of his Economic
Value
Added bonus for the prior three years and (iii) medical, dental and vision
coverage at his then-current enrollment through the end of that calendar
year
paid by the Company. A copy of the Agreement is attached hereto as Exhibit
10.1
and incorporated by reference herein.
Item
8.01. Other
Events
On
September 16, 2005, the Company announced the appointment of Mr. Hamaker
to the
newly created position of President of the Company’s Metals Recycling Business
and as a Vice President of the Company, and the appointment of Pat Christopher
as a Vice President of the Company with responsibility
for
the Company’s newly acquired east coast metals recycling facilities, including
those which will be acquired as a result of the separation of the Hugo Neu/Schnitzer
joint venture. A copy of the press release announcing these appointments is
attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item
9.01. Financial Statements
and Exhibits
(c)
Exhibits.
|
|
10.1 |
Employment
Agreement, dated September 13, 2005, between Don Hamaker and Schnitzer
Steel Industries, Inc.
|
|
|
99.1 |
Press
Release of Schnitzer Steel Industries, Inc. issued on September
16,
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:
September 19, 2005 |
By: |
/s/ John
D. Carter |
| |
John
D. Carter |
| |
President
and Chief Executive Officer |
Exhibit
Index
|
10.1
|
|
Employment
Agreement, dated September 13, 2005, between Don Hamaker and Schnitzer
Steel Industries, Inc.
|
|
99.1
|
|
Press
Release of Schnitzer Steel Industries, Inc. issued on September
16,
2005.
|