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March 3, 2005

Stelco Aftermath, Thurs., March 3, 2005 6:28AM

Yesterday I wrote a piece on Canada's corporate under-funded pension liability issue, pointing out that most Canadian public companies have this problem and that shareholders are generally unaware of it, to their peril.

Previously I have written about how Canada's corporate bankruptcy protection laws (CCAA) are (i) not at all understood by the general public (or average shareholder), and (ii) the public is unaware how certain people, using their knowledge of the law, have been hijacking the legitimate rights of shareholders in trying to steal assets of public companies, and that the Canadian Securities Administrators (Canada's SEC) are either oblivious or turning a blind eye since all these people are quite well known to one another.

In any event, I am an independent securities trader and crusader for social equity. With respect to the latter, I know the "system" is broke " even in countries as "free" as Canada and the United States " and there are serious issues that need to be addressed.

So I speak out. Some people don't like it.

But, you know, the only time I was ever threatened was by a Toronto lawyer who telephoned me (I'm in the book) after I wrote a letter to the Toronto Star about four years ago. That was about my concerns regarding the public solicitation of over $1 million in risk capital for a Toronto waterfront windmill project.

I had been disturbed that this group of tree huggers was steamrolling politicians to give their group the rights to build a monstrous windmill (bigger than a 747) in a public park immediately in front of my home on the shores of Lake Ontario. They were not using a prospectus; I went to their public meeting and couldn't even find out who the principals were (just typical Greenpeace tactics), so I complained in a Letter to the Editor of The Star.

Then I got a phone call from the group's well-known lawyer " now their Chairman I think " telling me he was drafting papers to sue me for some action called restraint of trade or something. He seemed surprised when I asked him where I could go to pick them up (bringing a media photographer of course) because I was a 100-percent independent reader of a newspaper who was voicing an informed opinion that a securities prospectus was required in raising capital from the public ($500 units).

I never heard from him again, and soon afterward their group did file a prospectus.

I like windmills. I just refuse to accept Gestapo tactics, and I don't care if it's the Church, Greenpeace, or the Prime Minister if I'm sitting at the pointy end of the pin.

Anyway, the aftermath to my blog on Stelco (TSE: STE.A) includes this letter from a reader, plus the following Globe & Mail ROB piece by Mathew Ingram.


"Great piece on pensions. I'm glad to see that you found the pension report that was used by the G&M ROB in the summer of 2004 that made me aware that (Stelco restructuring officer) Hap Stephen was blowing smoke in telling his good pal "Jimmy the Judge" that Stelco's pension un-funded liability was a major reason for pleading insolvency. I read the stats on pensions a year and a half ago, Joe Putz in Upper Rubber Boot Alberta read the report - and the judge didn't? "If Hap says it's so, it must be so!" The fact that the Globe took my letters (and no doubt those sent by others) and trashed them rather doing investigative reporting into the links between Stephen and Farley I outlined to them - tells me they were part of a conspiracy of silence orchestrated by very Big and very Liberal people. I suspect that there is a good possibility that scandal news is around the corner and something big will result. The signs will be more clear if any of the following occur: Stephen "departs" from Stelco, Farley retires and returns to Tanzania to write his memoirs on the hotel stationery and/or Stelco appoints (former Canadian Deputy Prime Minister and popular local politician) Sheila Copps to the board! My guess is that Hap is moving on (to Bombardier?) to do his dirty deeds elsewhere, and very soon." (billcara.com reader)



"Stelco Comes To Life"

By Mathew Ingram: Globe & Mail Report On Business

Could the restructuring of steel-maker Stelco - the bankruptcy that isn't really a bankruptcy - get any stranger? It's hard to imagine how, unless the company were to suddenly announce that it is getting out of the steel industry and into on-line gambling, or the mobile phone business. From the beginning, the company's restructuring has had an air of the unreal about it, particularly since Stelco is healthier financially than many other companies that are nowhere near having to file for bankruptcy protection.

Even as it was pleading poverty before the court, Stelco's cash flow was climbing, thanks to raging demand for steel and steel products from fast-growing countries such as China and India. That's part of what attracted so many bidders for the company, a list that numbered eight at one point, including Russian giant OAO Severstal. In the latest twist in the saga, Stelco's board has now decided to rebuff those takeover attempts and go it alone.

If nothing else, this decision is a victory for those who believed the company shouldn't have been in bankruptcy protection in the first place - people such as Roland Keiper, whose hedge fund Clearwater Capital owns a large stake in Stelco. And not only has Mr. Keiper effectively been proven right, but Stelco's stock climbed almost 30 per cent on the news, which has made him substantially richer as well.

Mr. Keiper — who, along with another fund called Equilibrium Capital, owns about 18 per cent of the stock — has seen a number of twists and turns since he got involved with Stelco. After making a bid to refinance the company through an equity issue, Mr. Keiper changed his mind and withdrew the bid, saying he planned to help the company pursue other methods of refinancing. Between November and January he and Equilibrium tripled their stake.

Then came takeover or refinancing offers from Severstal, Algoma Group, TD Capital and a group made up of Ontario Teachers Pension Plan and Sherritt International. Meanwhile, Mr. Keiper and one of his partners were trying to get seats on the Stelco board so that they could help guide the restructuring. The board acquiesced, but other shareholders protested — implying that Mr. Keiper might only advance his own interests rather than theirs — and Judge James Farley ordered that Mr. Keiper and his partner resign from the board.

The dramatic rise in Stelco's share price after it rejected the outstanding takeover bids seemed to be a vote of confidence by investors, but it was probably also a sign of the market's hope that shareholders will be better off if Stelco refinances itself in the traditional way rather than being bought by Severstal or one of the other bidders. Many companies that emerge from bankruptcy protection — such as Air Canada — or are bought while under court protection wind up seeing their shares either rendered worthless or diluted.

That's not to say Stelco won't have to suffer some dilution, because it likely will. The company has said that it will probably have to raise $400-million — either as equity or debt, or both — in order to upgrade its plants, and it still has to find a way of dealing with its pension deficit of about $1.3-billion. All Stelco seems to be saying by rebuffing the bids from Severstal and others is that it believes it is financially healthy enough to raise those funds on the open market rather than selling itself through a court auction process.

In effect, Stelco seems to be agreeing with those who argued that it wasn't in danger of going under, and therefore shouldn't have been placed in court protection in the first place — people such as Mr. Keiper, and Stelco's union, the United Steelworkers of America. Until recently, Stelco continued to argue that high prices wouldn't help and that it needed to remain under court protection.

When Stelco filed for protection a year ago, it said that it couldn't manage the payments required to get rid of its pension shortfall, which it said at the time was about $50-million a year and would likely rise (in a letter to the union, the company said recently it would have to contribute about $100-million next year). That was a severe burden a year ago, but it is less so now due to rising steel prices: Stelco made a profit of $100-million in the second and third quarters of last year alone.

Even Judge Farley, who is overseeing Stelco's court-ordered restructuring, said last week that the company's stock is likely to retain some "continuing value" after the process is complete, which likely also helped the share price. Judge Farley said while most companies emerge from bankruptcy protection with shares that are worthless, Stelco is different because of the financial windfall it has accumulated due to the sharp rise in steel prices.

At this point, Stelco's best move would be to swallow its pride, strike a deal with some of its debt holders and get out of court protection as quickly as it possibly can, so it can take full advantage of steel prices before the next industry downturn arrives.

E-mail Mathew Ingram at mingram@globeandmail.ca


As to Stelco's share value, I can't say because I haven't reviewed the financial statements. Yesterday the stock hit a cycle high of C$3.52, which is encouraging.

I have said (repeatedly) that STE.A is a pure speculation, and that I am a securities trader. There is nothing wrong with financial speculation if you're good at it; it's just that I like to trade in seasoned securities where there is "full, true and plain disclosure" and I can make decisions to buy or sell on the basis of research and analysis of that publicly available data.

I'm still miffed that governments and regulators maintain the pretence that a level playing field exists for the average securities trader, but I have the knowledge and experience to play the game effectively rather than have it play me, which happens to be the case for most securities traders.

In the case of Stelco, I'm glad for my Dad who, close to death last summer and unable to speak after a massive stroke, wrote his first words on a piece of paper, "Don't sell Stelco."

Absolutely true story, witnessed by my Mom.

Stelco, which is Canada's premier steelmaker, had been put into bankruptcy protection by people with ulterior motives, and the stock, probably worth in the range of C$5.00 according to my Dad, who has traded it for years, had fallen to $0.50.

So, I got involved even though I hated doing so because I'm not a speculator. I did it to further a relationship with a dieing father, nothing more. But the more I saw, the more I saw that was evil, and wrong, and being swept under the table.

In every case like Stelco, there is a loser; I was afraid, if I, and others, didn't get involved, that shareholders everywhere would be that loser.

Trust me; there are hundreds of Stelco's out there, and thousands of people hiding in the shadows who want to take your wealth, and steal your dreams. You can read all about them from Stock Patrol, which I urge my readers to subscribe to.

Have a good day.

BCara@BillCara.com

Posted by Posted by Bill Cara on March 3, 2005 06:16:03 AM | Category: Canada , Stock Patrol