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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): April 23, 2005
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SCHNITZER STEEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
OREGON 0-22496 93-0341923
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
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NO CHANGE
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(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):
[_] 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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On April 23, 2005, the Board of Directors of the Company appointed Kelly E.
Lang, the Company's current Vice President, Corporate Controller, as Acting
Chief Financial Officer of the Company effective on June 2, 2005. As previously
announced, Barry A. Rosen will retire as Vice President, Finance and Chief
Financial Officer of the Company on June 2, 2005.
Kelly E. Lang, age 43, joined the Company in September 1999 as Vice
President-Corporate Controller. From 1996 to September 1999, he was employed by
Tektronix, Inc. in various financial capacities, the last of which was Vice
President, Finance for Tektronix, Inc.'s Color Printing and Imaging Division.
While with Price Waterhouse LLP, Mr. Lang was a Certified Public Accountant.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On April 28, 2005, the Board of Directors of the Company approved an amendment
to Section 2.6 of the Company's Restated Bylaws to shorten the required advance
notice for special meetings of the Board of Directors from three days to one
day. A copy of the text of revised Section 2.6 of the Company's Restated Bylaws
is filed as Exhibit 3.2 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.2 Amended Section 2.6 of the Restated Bylaws of the Company.
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 thereunto duly authorized.
SCHNITZER STEEL INDUSTRIES, INC.
(Registrant)
Date: April 28, 2005 By/s/Barry A. Rosen
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Barry A. Rosen
Vice President, Finance and Chief
Financial Officer