Keith Busse
President and CEO
November 3, 2005
Goldman Sachs Global Steel CEO Forum
Filed by Steel Dynamics, Inc.
(Commission File No. 0-21719)
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Roanoke Electric Steel Corporation
(Commission File No.0-2389)
Except for historical information contained in any document that has been or will be filed pursuant to SEC Rule 425 in
connection with the proposed Transaction between Steel Dynamics, Inc. and Roanoke Electric
Steel Corporation, which was
announced on October 18, 2005, and except for historical information provided in these materials or at this meeting,
statements made herein or at this meeting are intended as forward-looking statements within the meaning and the safe
harbor protections of the Private
Securities Litigation Reform Act of 1995. A forward-looking statement is a statement that
is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future
results, performance or
achievements. Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from the results contained in or implied by the forward-looking statements. Risks and
uncertainties involving business
in general and the steel business in particular, which may cause actual results to vary
materially, are discussed in and can be found in Steel Dynamics, Inc.s Form 10-K Annual Report, under captions entitled
Forward-Looking Statements
and Risk Factors, as well as in other reports we file from time to time with the SEC. These
reports are publicly available on the SEC website, www.sec.gov, and on our website,
www.steeldynamics.com.
Additional risks and uncertainties regarding this proposed Transaction include, among others: that the stockholders of
Roanoke may not approve and adopt the Merger Agreement and this Transaction;
we may be unable to obtain regulatory
approvals required for the merger, or regulatory approvals may delay the merger or result in the imposition of conditions
that could have a material adverse effect on the combined company or cause us to abandon
the merger; we may be unable
to complete the merger, or completing the merger may be more costly than expected; there may be unanticipated problems
in successfully integrating the combined businesses, which may result in the combined company not operating
as efficiently
or effectively as expected; the combined company may not be able to achieve the desired synergies, and the merger may
involve unexpected costs or liabilities. Given these risks and uncertainties, you should not place undue
reliance on forward-
looking statements as a predictor of actual results. In addition, we disclaim any obligation to update any forward-looking
statements to reflect events or circumstances that occur after the date of this meeting, except as may be
required by law.
Forward Looking Statements
2
About Steel Dynamics
*
*
Columbia City
Butler
Pittsboro
*
Jeffersonville
Midwest-based mini-mill
carbon steel producer
Based in Fort Wayne, Indiana
Greenfield start-up in Butler, Indiana
Steel production began Jan. 1996
Went public in November 1996
Now operating 7 facilities
*
*
Lake City
SDI Facility Locations
Fort Wayne
*
Indiana
Florida
3
About Steel Dynamics
Steel Products
Flat-rolled steel
Structural steel
SBQ bar steel
Rail
Fabricated joists,
trusses
and decking
4
SDIs Strategic Advantages
Expertise in building, managing, and
operating modern mini-mill steelmaking
facilities and technologies
Low-cost producer
Diverse, high-margin product mix
Strategically located steel mills
Near customer base
Near high-quality steel scrap supply
Efficient workforce driven by
performance-based compensation
Strong financial position
No employee legacy costs
5
At SDI, people believe. They are full of
genuine
excitement and a genuine sense of
ownership.
-Keith Badten
Bar Mill Supervisor
Performance based incentive
compensation
Employees have keen sense of
ownership
Minimal bureaucracy
Productive teams
Adaptable and fast to react
Passionate
A Winning Culture
6
1
2
3
1996
1997
1998
1999
2000
2001
2002
2003
2004
2.4
2.8
1.9
2.0
*consolidated shipments
0.8
1.2
1.4
1.8
SDI shipments* have grown more than 20% per year
Millions
of Tons
3.4 million tons
up 22%
3.4
2004
7
With volume growth, SDI has diversified its product mix
0
1
2
3
4
2001
2002
2003
Millions
of tons
Hot Band
Pickled & Oiled
Cold-rolled sheet
Galvanized sheet
SBQ bars
Painted sheet
Wide-flange beams
2004
Steel shipments
FLAT ROLL
MILL
STRUCTURAL
MILL
BAR MILL
Product mix is shifting to more
high-value, finished steels
VALUE-ADDED PRODUCTS
8
SDI Production Capabilities
2004 shipments: 3.4 million tons
Hot rolling-mill capacities
Flat roll 2.5 million tons
Growing to 2.8 million tons by 2007
Structural 1.0 million tons
Likely to grow to 1.5 million tons by 2007
Bar Products 600,000 tons
Annual capacity of SDIs three current mills
could approach 5 million tons by 2007.
Todays capacity is about 4 million tons.
9
Financial Results
Millions of Dollars
11%
262
237
Cash Flow
8%
419
389
Oper. Income
4%
239
230
Net Income
22%
$2,216
$ 1,824
Net Sales
Sept
2004
Percent
Change
from Operations
Sept
2005
LTM
10
Flat Roll Mill
Butler, Indiana
Iron Dynamics
Cold Finishing Mill
Melt Shop
Paint Line
Hot Rolling Mill
2.5 million-ton hot-roll mill capacity
(planning to increase capacity to 2.8 million by 2007)
1.3 million-ton finishing capacity
One of the worlds most productive
and profitable flat-roll mini-mills
Facilities
11
Start-up October 2003
High-tech, state of the art facility
240,000 tons per year capacity
Commercial shipments began 4Q 2003
Paint Line
Flat-roll finishing
Butler, Indiana
SDI invested $29 million
12
SDI purchased the Jeffersonville
plant for $19 million
Jeffersonville, Indiana
SDI has operated plant since July 2003
Provides lighter-gauge coating capability
300-350,000 tons per year
Access to Ohio River shipping
Light Gauge Galv Plant
Flat-roll finishing
13
SDI bought mill assets for $45 million in Sept. 2002
Invested about $95 million to modify the mill
SBQ and carbon rounds, 1- to 9-inch diameter
Capable of merchant bar, light structural steel, rebar
Started up in Jan. 2004, became profitable in 4 months
Shipped 318,000 tons of round bars in 2004
Bar Products Division
Pittsboro, Indiana
14
Structural & Rail Mill
Columbia City, Indiana
$315M green-field mill started up in 2002
Shipped 734,000 tons of structurals in 2004
2005 estd. shipments more than 800,000 tons
Evaluating expansion to produce new products
Leverage excess melt capacity, compress costs
Lighter-gauge structurals and merchant shapes
15
Rail Opportunity
Our goal: to attain 300,000 tons/year
Shipments of industrial-grade rail
began December 2004
SDI will produce extra-long rails
240 and 320-feet, standard and premium
- Unique capability in North America
Building rail-welding facility
Make up quarter-mile rail strings
Long rail sections permit fewer welds
- Supply one-third of North American rail market
Rolling mill can efficiently
produce both beams and rail
16
New Millennium Building Systems
Joist and deck production began
at Butler plant in 2000
Uses SDI-produced and
purchased steel
Highly productive fabrication
New plant in Lake City, Florida
Started up Q1 2005
Profitable in 6 months
Production capacity
Joists 60,000 tpy
Decking 40,000 tpy
17
Developing Ferrous Resources
Hot-briquetted iron
(HBI) from iron fines
Produces HBI and liquid pig iron
Production ramped up in 2004
Resulting iron used by Flat Roll mill
Iron Dynamics
Pouring iron into
EAF at Butler mill
Mesabi Nugget
Technology produces
pig-iron nuggets
Pilot plant successful
SDI and partners expect
to build and operate a
500,000-tonne plant
Iron Dynamics
18
Competitor data derived from SEC filings.
2004 Operating Margins
Operating Margin by Quarter
-5
0
5
10
15
20
25
Nucor
TXI
(steel)
USS
Gerdau
Ameristeel
CMC
ISG
AK Steel
Steel Dynamics
15%
15%
11%
12%
10%
9%
-2%
24%
Steel Dynamics vs. U.S. Competitors
Percent
16%
10%
19
Data Source: Goldman Sachs Global Equity Research
EBITDA is earnings before interest, taxes, depreciation and amortization
EBITDA Margin
Operating Income per Ton Shipped
Steel Dynamics vs. U.S. Competitors
Steel Dynamics
Nucor
AK Steel
US Steel
ISG
-200
-150
-100
-50
0
50
100
150
2000
2001
2002
2003
2004
Dollars
$148
$44
$3
$52
$27
0
5
10
15
20
25
2000
2001
2002
2003
2004
-5
Percent
30
22%
12%
25%
18%
28%
20
Growth Opportunities
Organic growth
New green-field facilities
New products at existing facilities
Incremental capacity improvements
Add finishing capabilities
Enter steel-related businesses
Fabricating
Downstream finishing
Ferrous resources/Scrap
Asset purchases or acquisitions
21
Steel Dynamics intends to file a registration statement on Form S-4,
and Steel Dynamics and Roanoke intend to file
a related proxy statement/prospectus, in connection with the merger transaction involving Steel Dynamics and
Roanoke. Investors and security holders are urged to read the registration statement on Form S-4
and the related
proxy statement/prospectus when they become available because they will contain important information about the
merger transaction. Investors and security holders may obtain free copies of these documents (when they are
available)
and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC by Steel Dynamics by contacting Steel
Dynamics Investor Relations at
(260) 459-3553. Investors and security holders may obtain free copies of the
documents filed with the SEC by Roanoke by contacting Roanoke Investor Relations at (540) 342-1831.
Roanoke, Steel Dynamics and their directors and executive
officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Roanoke in connection with the merger transaction. Information
regarding the special interests of these directors and executive officers in the merger
transaction will be included in
the registration statement of Steel Dynamics and proxy statement/prospectus of Steel Dynamics and Roanoke
described above. Additional information regarding the directors and executive officers of Steel Dynamics is also
included in the Steel Dynamics proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with
the SEC on April 4, 2005. Additional information regarding the directors and executive officers of Roanoke is also
included in Roanoke's
proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on
December 21, 2004. These documents are available free of charge at the SEC's web site at www.sec.gov and from
Investor Relations at Steel Dynamics
and Roanoke as described above.
Statement about Merger Transaction
22
On October 18, Steel Dynamics and Roanoke Electric Steel
Corporation announced merger agreement
SDI to purchase Roanoke for 0.400 shares of Steel Dynamics
stock and $9.75 in cash per Roanoke share
At SDIs closing price of $28.77 on 10/17/05, per share consideration
to Roanoke shareholders is $21.26, a 14% premium
Total transaction value of $281MM assuming
Roanoke net debt of $41MM as of 7/31/05
Steel Dynamics will finance cash component
with
existing revolver
Potential annual synergy opportunities of $5 -$15MM
from elimination of duplicate
corporate and other costs
SDI Plans to Purchase Roanoke Electric Steel
Assumes net diluted equity value of $241MM as of 10/17/05
*
*
23
Operations include two steel mini-mills and a variety of
fabrication facilities as well as two scrap processing
facilities
Melt shop capacity of 1.03 million tons per year
Rolling mill capacity of 0.73 million tons per year
Customers include service centers, joist manufacturers
and OEMs
Serves the continental U.S. but customers primarily in the
area east of the Mississippi River from Maine to Florida
1,665 employees across eight locations
Roanoke Electric Steel Overview
24
Joist Facilities
Scrap Facilities
Steel Mini-mills
Roanoke Electric Steel Geography
Marshall Steel
Memphis, TN
Socar
Florence, SC
Socar
Continental, OH
John W. Hancock, Inc.
Roanoke, VA
Shredded Products Corp.
Montvale & Rocky Mount, VA
Joist Plants
Roanoke Electric
Roanoke, VA
Steel of West Virginia
Huntington, W V
Truck Trailer Fab
25
Steel Manufacturing
Billets
Construction
Bar Joists and
Rebar
Truck Trailer,
Industrial Lift
Trucks, Guardrail
Posts, Other
Specialty shapes
Construction, Steel
Service Centers,
OEMs, Other
Merchant Bar
End Markets
Product
Products and Markets
Steelmaking Capacity
280
Huntington, WV
750
Roanoke, VA
Melt/Cast
Rolling
425
300
Total
725
1,030
(thousands of short tons per year)
Roanoke Electric
26
Roanoke Revenue Breakdown
By End Market
4%
30%
8%
7%
7%
12%
22%
3%
7%
Steel Service
Centers
Construction
Truck Trailer
Industrial
Lift Truck Mfg.
Joist Mfg.
OEM,
Fabricators
Steel Mfg.
(Billets)
Guardrail Posts
Other
38%
6%
24%
32%
By Product
Bar Joists
and Rebar
Billets
Merchant
Bar
Specialty
Shapes
For fiscal year ending Oct. 31, 2004
27
Roanoke Electric Steel
Merchant bar
Provides new product lines for Steel Dynamics
Provides a source of merchant bar products for the existing
New Millennium joist operations
Steel of West Virginia
Sections, beams, merchant fabricated products
Expands Steel Dynamics product offering as it allows Steel
Dynamics to enter new markets
Complements Steel Dynamics existing SBQ operations
Business will continue to operate as a standalone entity
Strategic Fit of Roanoke Operations to SDI
Continued
28
Steel Joist Operations
Socar, Inc. and John W. Hancock, Inc.
Provides additional geographic penetration of standard and
specialty joist markets in eastern U.S.
Significant market opportunity for Steel Dynamics
Consolidation of specialty joist production at Socar locations
Provides increased production efficiency of other joist locations
Supply merchant bar for joist components from Roanoke mini-mill
Shredded Products
Scrap processing
Vertical integration of steel making operations
Strategic Fit of Roanoke Operations to SDI
(Continued)
29
Joist Facilities
Steel Mini-mills
Marshall Steel
Socar
John W. Hancock, Inc.
Shredded Products Corp.
Roanoke Electric
Steel of
West Virginia
Truck Trailer Fab
Socar
Steel Dynamics
Flat Roll Mill
Structural & Rail Mill
Bar Products Mill
New Millennium
New Millennium
Galvanizing Plant
Scrap Processing
Flat Roll Galvanizing
Roanoke
November 3, 2005
30
www.steeldynamics.com