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): December 21, 2004

SCHUFF INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)
         
Delaware
  000-22715
  86-1033353
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
1841 W. Buchanan Street, Phoenix, AZ
  85007
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code (602) 252-7787

Not applicable.

(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:

o   Written communications pursuant to Rule 425 under the Securities Act.

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

 

Item 1.01 Other Events.

On December 21, 2004, Schuff International, Inc. (the “Company”) announced that it has further extended the consent solicitation (the “Consent Solicitation”) relating to a certain proposed amendment (the “Proposed Amendment”) to the Indenture pursuant to which its 10½% Senior Notes due 2008 (the “Notes”) were issued. Schuff has extended the expiration date until 5:00 p.m., New York City time on December 28, 2004, unless the Consent Solicitation is further extended or earlier terminated if the requisite consent is obtained before the expiration date. Except as otherwise described above, all terms and conditions of the Consent Solicitation remain unchanged. A copy of the press release regarding the extension of the expiration date for the Consent Solicitation is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

      Not applicable.

     (b) Pro Forma Financial Information.

      Not applicable.

     (c) Exhibits.

  99.1.   Press Release dated December 21, 2004.

 

 

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.
         
  SCHUFF INTERNATIONAL, INC.
  		 
Date: December 21, 2004  /s/ Michael R. Hill    
  Michael R. Hill   
  Vice President and Chief Financial
Officer  		 
 

 

 

Exhibit 99.1

NEWS
BULLETIN 		  RE:   Schuff International, Inc.
FROM:
           (BGIR LOGO) 		      1841 West Buchanan St.
Phoenix, AZ 85007
(602) 252-7787
www.schuff.com
TRADED: AMEX: SHF

THE BERLIN GROUP, INC.
INVESTOR RELATIONS COUNSEL

     FOR FURTHER INFORMATION:

     
AT THE COMPANY:
  AT THE BERLIN GROUP:
Michael R. Hill
  Lawrence Delaney Jr.
Vice President/CFO
  (714) 734-5000
(602) 417-8865
   

Schuff International Further Extends Consent Solicitation

PHOENIX-December 21, 2004-Schuff International, Inc. (AMEX: SHF) , a family of companies providing fully integrated steel construction services, today announced that it has further extended the consent solicitation relating to a certain proposed amendment to the Indenture pursuant to which its 10 1/2% Senior Notes due 2008 were issued. Schuff has extended the expiration date until 5:00 p.m., New York City time, on December 28, 2004, unless the Consent Solicitation is further extended or earlier terminated if the requisite consent is obtained before the expiration date.

The adoption of the proposed amendment is conditioned on delivery of consents from holders of at least a majority of the principal amount of the Notes. The adoption of the Proposed Amendment is also subject to certain other conditions, which are described in Schuff’s Consent Solicitation dated December 8, 2004. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consent with respect to any securities. The Consent Solicitation is being made solely by means of a Consent Solicitation Statement dated December 8, 2004. Except as otherwise described above, all terms and conditions of the Consent Solicitation are unchanged.

Guggenheim Capital Markets, LLC is serving as Solicitation Agent in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agent at 212-381-7500, Attention: Joe Bencivenga. Global Bondholder Services Corporation is serving as Tabulation Agent and Information Agent in connection with the Consent Solicitation. Questions regarding the delivery procedures for the consents and requests for additional copies of the Consent Solicitation Statement or related documents may be directed to the Information Agent at 212-430-3774.

-more-

 

 

Schuff International Further Extends Consent Solicitation
Page 2

Schuff International, Inc. is a family of steel fabrication and erection companies providing a fully integrated range of steel construction services, including design engineering, detailing, joist manufacturing, fabrication and erection, and project management expertise. The company has multi-state operations primarily focused in the U.S. Sunbelt.

Solicitation Agent:

Guggenheim Capital Markets, LLC
135 E. 57 th St., 8 th Floor
New York, NY 10022
Attention: Joseph Bencivenga
212-381-7500
joseph.bencivenga@guggenheimcm.com

Information Agent:

Global Bondholder Services Corporation
65 Broadway, Suite 704
New York, NY 10006
Attention: Corporate Actions
212-430-3774
Toll free: 866-488-1500
Attention: Harvey Eng
heng@gbsc-usa.com

For more information, please visit the company’s Web site, http://www.schuff.com.

###