UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 6, 2006
Schnitzer Steel Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Oregon 0-22496 93-0341923
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
3200 N.W. Yeon Ave.
P.O. Box 10047
Portland, OR 97296-0047
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(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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On November 7, 2006, Schnitzer Steel Industries, Inc. (the "Company") issued a
press release announcing financial results for the fiscal quarter and fiscal
year ended August 31, 2006. A copy of this press release is being furnished as
Exhibit 99.1 to this report on Form 8-K.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
On November 6, 2006, Tamara L. Lundgren was elected Executive Vice President and
Chief Operating Officer of the Company. Ms. Lundgren, 49, joined the Company in
September 2005 as Vice President and Chief Strategy Officer and became Executive
Vice President, Strategy and Investments in April 2006. Prior to joining the
Company, Ms. Lundgren was an investment banker, most recently as a Managing
Director at JPMorgan Chase, which she joined in 2001. From 1996 until 2001, Ms.
Lundgren was a Managing Director at Deutsche Bank AG in New York and London.
Prior to joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of
Hogan & Hartson, LLP in Washington, D.C.
The Employment Agreement and Change in Control Severance Agreement entered into
by the Company and Ms. Lundgren on April 10, 2006, remain in effect. Summaries
of the agreements can be found in Item 1.01 of the Company's Current Report on
Form 8-K filed on April 12, 2006 and are incorporated herein by reference. The
summaries are qualified in their entirety by reference to the actual agreements,
which are filed as exhibits to this report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement between Tamara L. Lundgren and Schnitzer Steel
Industries, Inc. Filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K, filed on April 12, 2006 and incorporated herein by reference.
10.2 Change in Control Severance Agreement between Tamara L. Lundgren and
Schnitzer Steel Industries, Inc. Filed as Exhibit 10.2 to the Company's
Current Report on Form 8-K, filed on April 12, 2006 and incorporated herein
by reference.
99.1 Press Release of Schnitzer Steel Industries, Inc. issued on November 7,
2006.
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)
Dated: November 7, 2006 By: /s/Gregory J. Witherspoon
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Name: Gregory J. Witherspoon
Title: Chief Financial Officer
Exhibit Index
Exhibit No. Description
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10.1 Employment Agreement between Tamara L. Lundgren and Schnitzer
Steel Industries, Inc. Filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K, filed on April 12, 2006 and
incorporated herein by reference.
10.2 Change in Control Severance Agreement between Tamara L. Lundgren
and Schnitzer Steel Industries, Inc. Filed as Exhibit 10.2 to the
Company's Current Report on Form 8-K, filed on April 12, 2006 and
incorporated herein by reference.
99.1 Press Release of Schnitzer Steel Industries, Inc. issued on
November 7, 2006.