<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]      Annual report pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934 for the fiscal year ended September 30, 1996, or

[   ]    Transition report pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934 for the transition period 
         from ___________ to ______________.

COMMISSION FILE NO. 1-10459

                              GENEVA STEEL COMPANY
               (Exact name of Registrant as specified in charter)

             UTAH                                          93-0942346
  (State or other jurisdiction                         (I.R.S. Employer 
  of incorporation or organization)                    Identification No.)

 

         10 SOUTH GENEVA ROAD
            VINEYARD, UTAH                                     84058
(Address of principal executive office)                      (Zip Code)

       Registrant's telephone number, including area code: (801) 227-9000

           Securities registered pursuant to Section 12(b) of the Act:

         Title of each class                        Name of each exchange on
         -------------------                        ------------------------
                                                         which registered
                                                         ----------------

        CLASS A COMMON STOCK,                          NEW YORK STOCK EXCHANGE
             NO PAR VALUE                               PACIFIC STOCK EXCHANGE

         WARRANTS TO PURCHASE
         CLASS A COMMON STOCK                          PACIFIC STOCK EXCHANGE

        Securities registered pursuant to Section 12(g) of the Act: NONE

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

         Yes   X       No
             -----         ------
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

         The aggregate market value of the Class A Common Stock held by
non-affiliates of the Registrant, based upon the closing sale price of the Class
A Common Stock on the New York Stock Exchange on November 29, 1996, was
approximately $47,201,998. Shares of Class A Common Stock held by each officer
and director and by each person who may be deemed to be an affiliate have been
excluded. As of November 29, 1996, the Registrant had 13,574,641 and 19,151,348
shares of Class A and Class B Common Stock, respectively, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Parts of the following documents are incorporated by reference in Parts
II, III and IV of this Report: (1) Registrant's Annual Report to Shareholders
for the fiscal year ended September 30, 1996 (Parts II and IV), and (2)
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
on February 20, 1997 (Part III).
<PAGE>   2
                                     PART I

ITEM 1.  BUSINESS.

BACKGROUND

         Geneva Steel Company (the "Company" or "Geneva") owns and operates the
only integrated steel mill operating west of the Mississippi River. The
Company's mill manufactures steel slabs and hot-rolled sheet, plate and pipe
products for sale primarily in the western and central United States.

         The steel mill is located 45 miles south of Salt Lake City, Utah on
approximately 1,400 acres. The steel mill's facilities include four coke oven
batteries, three blast furnaces, a plasma-fired cupola ironmaking facility, two
Basic Oxygen Process ("Q-BOP") furnaces, a continuous casting facility, a
combination continuous rolling mill and various finishing facilities. The
Company's coke ovens produce coke from a blend of various grades of
metallurgical coal. Coke is used as the principal fuel for the Company's blast
furnaces, which convert iron ore into liquid iron. The liquid iron is then
blended with scrap metal and metallic alloys and further refined in the Q-BOP
furnaces to produce liquid steel. The liquid steel is then processed through the
continuous casting facility. Steel slabs are either direct rolled or allowed to
cool and then reheated prior to rolling. Slabs are rolled into hot-rolled steel
products (sheet, plate and pipe) in the Company's rolling and finishing mills.
The Company also sells a portion of its slabs to other steel processors.

         The Company acquired the steel mill and related facilities from USX
Corporation ("USX") on August 31, 1987 at a price of approximately $44.1 million
plus the assumption of certain liabilities. USX had operated the mill from 1944
until 1986, when it placed the mill on hot-idle status. Pursuant to the
acquisition agreement between USX and the Company, USX retained liability for
retiree life insurance, health care and pension benefits relating to employee
service prior to the acquisition. USX also indemnified the Company for costs due
to any environmental condition existing on the Company's real property as of the
acquisition date that is determined to be in violation of environmental laws or
otherwise results in the imposition of environmental liability, subject to the
Company's sharing the first $20 million of certain clean-up costs on an equal
basis. See "Environmental Matters." Since the Company began operations, its
strategy has been to be a low-cost producer of steel products and to optimize
its product quality and mix.

CAPITAL PROJECTS

   Overview

         The Company has spent approximately $165 million, $68 million and $26
million on capital projects during the fiscal years ended September 30, 1994,
1995 and 1996, respectively. These expenditures were made primarily in
connection with the Company's ongoing modernization efforts. Management believes
that the modernization projects completed to date have resulted in production
efficiencies, increased throughput capacity and improved product quality and
yield.

         The Company's capital projects are under continuous review, and
depending on market, operational, liquidity and other factors, the Company may
elect to adjust the design, timing and budgeted expenditures of its capital
plan. There can be no assurance that the projected benefits of the capital
projects will be fully achieved, sufficient product demand will exist for the
Company's additional throughput capacity, or that the planned capital projects
can be completed in a timely manner or for the amounts budgeted. Notwithstanding
the completion of many capital projects, management believes that additional,
capital projects will be critical to the Company's long-term ability to compete
and will require substantial expenditures.

  Capital Projects

         As a part of its capital plan, the Company has (i) completed a new
continuous casting facility and related improvements, (ii) installed two Q-BOP
furnaces, (iii) completed a direct rolling and large coil project, including
installation of a coilbox and a 42-megawatt induction slab heating furnace, (iv)
completed a wide coiled plate project, (v) installed a plasma-fired cupola
ironmaking facility, (vi) installed various environmental projects, and (vii)
completed various other projects. The following discussion highlights the major
projects completed during fiscal year 1996 or which remain to be completed.

                                                      
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         Plasma - Fired Cupola. The Company's new plasma-fired cupola ironmaking
facility became available for operation during the year ended September 30,
1996. The cupola functions similar to a blast furnace although it utilizes only
a fraction of the coke required by a blast furnace to produce liquid iron. The
cupola can melt scrap steel, directly reduced iron or other metallic inputs. The
cupola utilizes electric plasma technology as a secondary fuel source to further
reduce coke requirements and substantially increase its capacity. The technology
represents a means of meeting short-term ironmaking needs, providing a broader
flexibility of inputs and decreasing coke requirements. The cupola is being used
to supplement blast furnace iron production during the reline of one of the
Company's blast furnaces and may also be used during periods when scrap prices
are favorable or during other periods requiring supplementary ironmaking
capacity.

         Rolling Mill Finishing Stand Improvements. The Company has a six-stand
132-inch combination continuous rolling mill, the widest of its type in the
world, which gives the Company the flexibility to alter its mix of sheet and
plate products in response to customer demands and changing market conditions.
The final phase of the rolling mill modernization includes hydraulic gauge
control, roll bending and automatic roll change. These improvements are designed
to enhance the shape and gauge of the Company's products and to increase
throughput capacity. Substantially all of the equipment for the rolling mill
finishing stand improvements was completed during fiscal year 1996. The Company
elected to defer installation of that equipment until fiscal year 1997 and 1998.
The Company anticipates that it may incur significant start-up and transition 
cost as the finishing stand equipment is installed and implemented.

         Induction Slab Heating Furnace. The Company has installed a 42-megawatt
induction slab heating furnace, which is located in-line with the Company's
caster and rolling mill. The induction furnace has enabled the Company to
increase production of large coils. The Company continues to evaluate its slab
heating requirements and may elect to install additional heating capacity to
increase production throughput rates.

  Development Venture

         The Company has formed a joint venture with Air Products and Chemicals,
Inc. and Centerior Energy Corporation, which in turn entered into a cooperative
agreement with the United States Department of Energy ("DOE") for the
demonstration of a COREX(R) direct ironmaking facility and associated power
generation and air separation facilities. This project, known as Clean Power
from Integrated Coal/Ore Reduction (CPICOR(TM)), was selected under the United
States Department of Energy's Clean Coal Technology Demonstration Program. The
project includes construction and operation of a 3,000 ton per day COREX(R)
cokeless ironmaking unit. Potential advantages of the project for the Company
include additional ironmaking capacity, decreased dependence on coke, increased
utilization of low-cost western raw materials and various environmental
benefits. As of September 30, 1996, the Company had spent approximately $0.8
million on the project. The project, which includes up to $150 million in cost
share funding from the Department of Energy, is anticipated to start-up no
sooner than 2000 and is still subject to a number of contingencies, including
obtaining private financing, continuing availability of the government funding
and completion of project definition activities relating to the economic
viability of the project. Under certain circumstances, the Company may be
required to repay some or all of the government cost share funds in the event
the project is terminated.

 PRODUCTS

         The Company's principal products are steel slabs and hot-rolled sheet,
plate and pipe products. The Company also sells non-steel materials that are
by-products of its steelmaking operations.

         The Company has a 132-inch combination continuous rolling mill, the
widest of its type in the world, which gives the Company the flexibility to
alter its mix of sheet and plate products in response to customer demands and
changing market conditions and the opportunity to maximize utilization of the
facilities. Generally, the Company manufactures products in response to specific
customer orders. During fiscal year 1996, the Company increased its percentage
of plate and slab products sold. Consistent with the Company's strategic
objectives, plate shipments have increased as various upgrades to plate
processing and finishing equipment have been integrated into the production
process. The Company sells slabs to maximize production from the continuous
caster while efforts to increase rolling mill throughput continue. The Company
expects that slab shipments will gradually decrease as rolling mill throughput
improves. Product mix shifts are also 

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determined by Geneva's product mix optimization efforts. These efforts generally
allow Geneva to focus on products with the highest margin contribution. The
Company's product sales mix for fiscal years 1992 through 1996 is shown below:

<TABLE>
<CAPTION>
                   ---------------------------------------
                   1992     1993    1994     1995     1996
                   ----     ----    ----     ----     ----
<S>                 <C>      <C>      <C>      <C>      <C>
Sheet ........      45%      56%      65%      41%      30%
Plate ........      41       31       24       35       45
Pipe .........      11       10        7        6        6
Slab .........      --       --        1       15       16
Non-steel ....       3        3        3        3        3
                   ---      ---      ---      ---      ---
         Total     100%     100%     100%     100%     100%
                   ===      ===      ===      ===      ===
</TABLE>

         Sheet. The mill produces hot-rolled sheet steel which is sold in sheet
or coil form in thicknesses of .96 to .230 of an inch and widths of 40 to 74
inches. Maximum widths vary according to thickness. Included in the sheet
products made by the Company are cut-to-length sheet, hot-rolled bands and
tempered coil. Sheet is used in a variety of applications such as storage tanks,
light structural components and supports and welded tubing.

         Plate. The Company's plate products consist of hot rolled carbon and
high-strength low alloy steel plate in coil form, cut-to-length from coil and
flat rolled in widths varying from 48 to 126 inches and in thicknesses varying
from .1875 of an inch to 3 inches. Plate can be used for heavy steel structures
such as storage tanks, railroad cars, ships and bridges.

         Pipe. The Company produces electric resistance welded pipe ("ERW pipe")
ranging from approximately 7 to 16 inches in diameter. ERW pipe is manufactured
by heating and fusing the edges of the steel coil to form the pipe. The
Company's ERW pipe is used primarily in pipelines, including water, natural gas
and oil transmission and distribution systems, and in standard and structural
pipe applications.

         Slab and Non-Steel. The Company sells steel slabs when market
conditions are favorable and as a means of maximizing production through the
continuous caster. The Company also sells products produced by its foundry
operation and various by-products resulting from its steelmaking activities.

MARKETING; PRINCIPAL CUSTOMERS

         The Company sells its sheet and plate products primarily to steel
service centers and distributors, which in recent years have become one of the
largest customer groups in the domestic steel industry. Service centers and
distributors accounted for approximately 62% of the Company's finished product
sales (excluding slabs) in fiscal year 1996. The Company also sells its products
to steel processors and various end-users, including manufacturers of welded
tubing, highway guardrail, storage tanks, railcars, ships and agricultural and
industrial equipment. The Company believes that sales of its products, either
directly or through service centers or distributors, to automotive or appliance
manufacturers have been immaterial. The Company has developed a broad customer
base. In fiscal year 1996, the Company sold its products domestically to
approximately 265 customers in 38 states and abroad through exporters to eight
customers in Canada, Mexico and Italy.

         The Company sells its ERW pipe to end-users and through distributors
primarily in the western and central United States, where demand for pipe
fluctuates in partial response to oil and gas industry cycles. The Company also
occasionally sells products in the export market. Export sales, which generally
have lower margins than domestic sales, accounted for approximately 0.3%, 1.3%
and 0.7% of the Company's net sales during fiscal years 1994, 1995 and 1996,
respectively.

         The Company's principal direct marketing efforts are in the western and
central United States. Six sales representatives are employed in the western
market, two of whom are located in the greater Los Angeles area, the largest
single market for steel in the western United States. The Company believes that
it holds a significant market share of the hot-rolled sheet, plate and pipe
sales in the eleven western states.

         In the central United States, the Company currently has a small share
of the market. Management believes, however, that there are attractive
opportunities for revenue growth in this market. Substantially all of Geneva's
sales in the 



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<PAGE>   5
central United States are made through a sales arrangement with Mannesmann Pipe
and Steel Corporation ("Mannesmann"), the United States steel marketing
subsidiary of Mannesmann A.G., a major German industrial company. The sales
arrangement entitles Mannesmann to sell the Company's products in 15 central
states and to certain of the Company's customers in the eastern United States,
and to receive a variable commission on its sales. Mannesmann has an exclusive
right to sell the Company's products in these areas, subject to certain
exceptions. The payment terms provide that Mannesmann make a production
prepayment of up to $15 million. The prepayment arrangement is subject to
certain financial covenants and rights of termination. The prepayment is
recorded as a production prepayment until the product is shipped, at which time
the sale is recorded. Mannesmann accounted for approximately 36% and 31% of the
Company's net sales in fiscal years 1995 and 1996, respectively. Any termination
or disruption of the Company's arrangements with Mannesmann could have a
material adverse effect on the Company's results of operations and financial
condition.

         The Company's strategy is to maintain its core market in the western
United States, where its market position is the strongest, and to increase
growth in the midwest and eastern regions, while focusing on profit
maximization. The Company believes that service centers and distributors account
for a substantially larger proportion of its sales than of sales for the
industry as a whole. Demand from this customer group historically has
experienced wide fluctuations due to substantial changes in the group's
inventory levels. In view of these factors, the Company intends to develop a
somewhat more diverse customer base, including selected steel processors and
various end-users, while retaining strong relationships with service center and
distributor customers. The Company expects its modernization efforts to play a
critical role in the implementation of these strategies by enabling the Company
to produce higher quality products and to gain access to a wider range of
customers.

         The Company generally produces steel in response to specific orders. As
of November 30, 1996, the Company had estimated total orders on hand for
approximately 210,000 tons compared to approximately 274,000 tons as of November
30, 1995. The Company does not believe that its orders on hand are necessarily
indicative of future operating results.

EMPLOYEES; LABOR AGREEMENT

         The Company has a workforce of approximately 2,655 full-time employees,
of whom approximately 520 are salaried and approximately 2,135 are hourly. The
Company's 165 operating management personnel generally have had considerable
experience in the steel industry. Almost half have more than 20 years of
industry experience, with most of the remaining managers ranging in experience
from 10 to 20 years. The Company's senior operating managers have an average of
over 25 years of industry experience.

         Substantially all of the Company's hourly employees are represented by
the United Steelworkers of America under a collective bargaining agreement that
expires in March 1998. The Company believes that its labor agreement is an
important competitive advantage. Although the Company's wage rates under the
agreement are high by local standards and comparable to regional competitors,
its total hourly labor costs are substantially below recent industry averages
compiled by the American Iron and Steel Institute. Unlike labor agreements
negotiated by many other domestic integrated steel producers, the Company's
labor agreement does not contain traditional work rules, limits the Company's
financial pension obligations to a defined contribution plan and entitles the
Company to reduce its profit sharing obligations by an amount equal to a portion
of its capital expenditures. The Company did not assume any pension obligations
or retiree medical obligations related to workers' service while the plant was
owned by USX.

         The Company's labor agreement also contains a performance dividend plan
designed to reward employees for increased shipments of steel products.
Compensation under the plan includes a monthly guarantee of $.33 per hour for
all union represented workers. The guaranteed payment is based on an annualized
shipment rate of 1.5 million tons. As shipments increase above this level,
compensation under the plan also increases.

         The Company has also implemented a performance dividend plan for all
non-union employees that provides additional compensation as shipment levels
increase. Unlike the union plan, however, there are no guaranteed payments.

         The Company's profit sharing obligations under the labor agreement are
based on earnings before taxes, extraordinary items and profit sharing. Unlike
the profit sharing arrangements of many major domestic integrated steel
producers, the Company's profit sharing obligations are reduced by an amount
equal to a portion of its capital expenditures. The Company is required to
contribute each year to the profit sharing pool 10% of earnings before taxes,
extraordinary items 

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and profit sharing after deducting 25% of the first $50 million of capital
expenditures and 30% of all additional capital expenditures in such year
(including, in each case, capital maintenance). All payments made to workers
under the union performance dividend plan are deducted from any profit sharing
obligations otherwise required.

         Effective March 1, 1995, the Company established a voluntary employee
beneficiary association trust ("VEBA Trust") to fund post retirement medical
benefits for future retirees covered by the collective bargaining agreement.
Company contributions to the VEBA Trust are ten cents for each hour of work
performed by employees covered by the collective bargaining agreement. In
addition, union employees provide a contribution to the VEBA Trust based on a
reduction from the performance dividend plan payment. No benefits will be paid
from the VEBA Trust prior to March 31, 1998. Eligibility requirements and
related matters will be determined at a later date.

RAW MATERIALS AND RELATED SERVICES

         The Company is located near major deposits of several of the principal
raw materials used to make steel, including iron ore, high volatile coal,
limestone and natural gas. The Company believes that, in certain instances, this
proximity, together with the Company's importance as a customer to suppliers of
these materials, enhances its ability to obtain competitive terms for these raw
materials. As the Company evaluates emerging technologies for the production of
iron and steel, it focuses on those technologies that allow increased
utilization of resources available in the western United States.

         Iron Ore. The Company's steelmaking process can use both iron ore and
iron ore pellets. In recent years, the Company has used a high percentage of
iron ore pellets in an effort to maximize the operating efficiencies of its
blast furnaces in response to increased production needs. Iron ore pellets are
generally purchased from USX, as discussed below, as well as on the spot market.
The Company has iron ore deposits at mines in Utah. The ore is mined by an
independent contractor under claims owned by the Company and transported by
railroad to the steel mill. The Company expects future costs of recovery of
this ore to increase gradually as the open reserves are depleted.

         The Company has historically purchased iron ore pellets from USX.
Pursuant to a five year agreement entered into as of September 1, 1994, the
Company has commitments to purchase at least 2,160,000 net tons in the third
year of the agreement and 1,890,000 net tons in each of the fourth and fifth
years of the contract. The agreement also limits the maximum quantity of pellets
USX is obligated to supply. The remainder of the Company's pellet requirements
is generally purchased on the spot market. The Company may in the future elect
to purchase additional amounts of pellets on a longer-term basis.

         Coal and Coke. The coke batteries operated by the Company require a
blend of various grades of metallurgical coal. The Company currently obtains
high volatile coal from a mine in western Colorado owned by Oxbow Carbon and
Minerals, Inc. under a contract that expires in March 2004. The Company also
purchases various grades of coal under short-term contracts from sources in the
eastern United States. Although the Company believes that such coal is available
from several alternative eastern suppliers, the Company is subject to price
volatility resulting from fluctuations in the spot market. There can be no
assurance that the Company's blend of coal will not change or that its overall
cost of coal will not increase.

         The Company is currently purchasing imported coke as a result of its
increasing steel production and decreasing capacity to produce its own coke as
the Company's coke ovens deteriorate. The ability of other domestic integrated
steel mills to produce coke is also decreasing, thereby increasing the demand
for purchased coke in the United States. The Company purchases coke from sources
in Japan and China. As the Company's consumption of purchased coke increases,
the Company's average cost of coke used in the manufacturing process will be
higher.

         Energy. The Company's steel operations consume large amounts of oxygen,
electricity and natural gas. The Company purchases oxygen, nitrogen and argon
from two facilities located on the Company's premises which were constructed by
Air Liquide America Corporation ("Air Liquide") and Praxair, Inc. ("Praxair"),
respectively. These facilities are capable of providing approximately 280 and
550 tons of oxygen per day under contracts which expire in 1998 and 2006,
respectively. Air Liquide has agreed to construct a new facility to accommodate
the Company's increased production levels. Under a new agreement expiring 15
years from the date of first delivery of product (presently estimated in March
1997), the Company will have the right to receive an average of 800 tons of
gaseous oxygen per day from the new facility. Praxair will also continue to
supply product to the Company from its facility. The Company pays a monthly
charge to Praxair for the 


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right to receive 100% of Praxair's production and will pay a monthly charge to
Air Liquide to receive contract tonnages of oxygen when the new facility is
completed.

         The Company generates a substantial portion of its electrical
requirements using a 50 megawatt rated generator located at the steel mill and
currently purchases most of its remaining electrical requirements from Utah
Power & Light Company ("UP&L") under a 90 megawatt interruptible power contract
expiring in 1999. The contract provides for price increases tied to the cost of
energy used by the utility to produce electricity. The Company has also entered
into a firm power contract expiring in 1999 with UP&L under which the Company
purchases additional electrical needs. The firm contract provides for energy
charges and price increases similar to the interruptible contract but also
includes a significantly higher capacity charge. The Company also has other
short-term contracts for additional power needs.

         Natural gas is purchased at the wellhead in the Rocky Mountain region
and is transported to the steel mill by pipeline. The Rocky Mountain region has
substantial natural gas reserves.

         Other. The Company's mill is served by both the Burlington Northern
Santa Fe Railroad ("BNSF") and the Union Pacific Railroad Company ("UP"). The
Company believes that it is one of the largest western customers of the UP
railroad. The Company's location in the western United States facilitates
backhauling, which reduces freight costs. In connection with the recent merger
of the UP and Southern Pacific Transportation Company, the Company negotiated a
long-term transportation contract with the UP intended to maintain a competitive
rate structure. The terms of the contract, together with certain merger
conditions, permit the Company to seek bids from the BNSF for a portion of its
transportation needs. The Company also owns mining claims in a limestone quarry
located approximately 30 miles from the Company's plant. The limestone is mined
by the Company and transported by railroad to the mill.

         The Company uses scrap metal obtained from its own operations and
external sources in its steelmaking process. As the Company increases its
production volume, improves yield or implements steelmaking technologies that
utilize scrap, such as the plasma-fired cupola, management anticipates that
increased amounts of scrap will be purchased.

         The cost of the Company's raw materials, including energy, has been
susceptible in the past to fluctuations in price and availability and is
expected to increase over time. Worldwide competition in the steel industry has
frequently limited the ability of steel producers to raise finished product
prices to recover higher raw material costs. The Company's future profitability
will be adversely affected to the extent it is unable to pass on higher raw
material costs to its customers.

COMPETITION AND OTHER MARKET FACTORS

         The Company competes with domestic and foreign steel producers on the
basis of price, quality and service. Many of the Company's competitors are
larger companies, have greater capital resources and, in some cases, more modern
technology than the Company. Intense worldwide sales competition exists for all
the Company's products. Both the industry and the Company face increasing
competition from producers of certain materials such as aluminum, composites,
plastics and concrete.

         The Company believes that certain of its raw material arrangements,
particularly with respect to energy, and its current labor contract are
favorable in relation to those of the domestic steel industry as a whole. The
Company currently purchases iron ore pellets and a significant portion of its
coal requirements from locations in the midwest and eastern United States, for
which it has a transportation cost disadvantage. The Company believes that its
geographic location enhances its ability to compete in the western United
States, although it has a transportation disadvantage in midwestern and eastern
markets.

         Product quality has improved significantly as a result of the Company's
modernization efforts. The Company is presently at a competitive disadvantage
with respect to certain product quality factors particularly with respect to
sheet products. The Company believes, however, that its ongoing modernization
efforts have enhanced the competitiveness of its products, particularly with
respect to plate products. Standards of quality in the steel industry are,
nevertheless, rising as buyers continually expect higher quality products.
Foreign and domestic producers continue to invest heavily to achieve increased
production efficiencies and product quality.

         The steel industry is cyclical in nature and highly competitive.
Moreover, overall throughput capacity and competition are increasing due
primarily to construction of mini-mills and improvements in production
efficiencies at 

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<PAGE>   8
existing mills. The Company, like other steel producers, is highly sensitive to
price and production volume changes. Consequently, downward movements have had
and will continue to have an adverse effect on the Company's results of
operations.

         Integrated steel producers are facing increasing competitive pressures
from mini-mills. Mini-mills use ferrous scrap metal as their basic raw material
and serve regional markets. These operations traditionally produced lower
margin, commodity type steel goods such as bars, rods and structural products. A
number of mini-mills, however, produce plate, coil and pipe products that
compete directly with the Company's products. Three mini-mills have been
completed or are constructing facilities that will produce wide plate in coil
form, thereby competing with products produced by the Company. Of these
facilities, two have begun operations and the third will begin operations in the
spring of 1997. Recently developed thin slab/direct rolling techniques have also
allowed mini-mills to produce some of the types of sheet products that have
traditionally been supplied by integrated producers. Several competitors have
constructed or are constructing mini-mill facilities that are expected to
significantly increase domestic steel production and thereby further increase
competition.

         Foreign competition is a significant factor in the steel industry and
has adversely affected product prices in the United States and tonnage sold by
domestic producers. The intensity of foreign competition is substantially
affected by fluctuations in the value of the United States dollar against
several other currencies as well as the strength of the United States economy
relative to foreign economies. In addition, many foreign steel producers are
controlled or subsidized by foreign governments whose decisions concerning
production and exports may be influenced in part by political and social policy
considerations as well as by prevailing market conditions and profit
opportunities. Domestic pricing for all of the Company's products has been
adversely affected by unfairly traded imports. In November 1996, the Company,
together with another domestic plate producer, filed anti-dumping petitions with
the Department of Commerce and the International Trade Commission ("ITC")
against imports of cut-to-length carbon plate from the Russian Federation,
Ukraine, the Peoples' Republic of China and the Republic of South Africa (the
"Plate Trade Cases"). The petitions allege large dumping margins and also set
forth the injury to the U.S. industry caused by these dumped imports. On
December 18, 1996 the ITC made an affirmative preliminary injury determination
with respect to all of the Plate Trade Cases. The Commerce Department will make
its preliminary dumping margin determinations in April 1997. The Company expects
that the ITC's preliminary determination will result in fewer plate imports from
the subject countries during calendar 1997. Cut-to-length plate products from
other countries not subject to the Plate Trade Cases, such as India, may,
however, increase. The final outcome of the Plate Trade Cases will likely be
decided by November 1997. Failure to win the Plate Trade Cases would have a
material adverse effect upon the Company. The Company continues to monitor the
levels of unfair imports of all types of products produced by the Company and
may file additional trade cases in the future. The Company has also filed a
civil lawsuit in Federal District Court against two defendants which the Company
believes have facilitated the importation of dumped plate products. Existing
trade laws and regulations may be inadequate to prevent unfair trade practices
whereby imports could pose increasing problems for the domestic steel industry
and the Company.

ENVIRONMENTAL MATTERS

         Compliance with environmental laws and regulations is a significant
factor in the Company's business. The Company is subject to federal, state and
local environmental laws and regulations concerning, among other things, air
emissions, wastewater discharge, and solid and hazardous waste disposal. The
Company believes that it is in compliance in all material respects with all
currently applicable environmental regulations.

         The Company has incurred substantial capital expenditures for
environmental control facilities, including the Q-BOP furnaces, the wastewater
treatment facility, the benzene mitigation equipment, the coke oven gas
desulfurization facility and other projects. The Company has budgeted a total of
approximately $200,000 for environmental capital improvements in fiscal years
1997 and 1998. Environmental legislation and regulations have changed rapidly in
recent years and it is likely that the Company will be subject to increasingly
stringent environmental standards in the future. Although the Company has
budgeted capital expenditures for environmental matters, it is not possible at
this time to predict the amount of capital expenditures that may ultimately be
required to comply with all environmental laws and regulations.

         Under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), the U.S. Environmental Protection
Agency and the states have authority to impose liability on waste generators,
site owners and operators and others regardless of fault or the legality of the
original disposal activity. Other environmental laws and regulations may also
impose liability on the Company for conditions existing prior to the Company's
acquisition of the steel mill.

                                        7
<PAGE>   9
         At the time of the Company's acquisition of the steel mill, the Company
and USX identified certain hazardous and solid waste sites and other
environmental conditions which existed prior to the acquisition. USX has agreed
to indemnify the Company (subject to the sharing arrangements described below)
for any fines, penalties, costs (including costs of clean-up, required studies,
and reasonable attorneys' fees), or other liabilities for which the Company
becomes liable due to any environmental condition existing on the Company's real
property as of the acquisition date that is determined to be in violation of any
environmental law, is otherwise required by applicable judicial or
administrative action, or is determined to trigger civil liability (the
"Pre-existing Environmental Liabilities"). The Company has provided a similar
indemnity (but without any similar sharing arrangement) to USX for conditions
that may arise after the acquisition. Although the Company has not completed a
comprehensive analysis of the extent of the Pre-existing Environmental
Liabilities, such liabilities could be material.

         Under the acquisition agreement between the two parties, the Company
and USX agreed to share on an equal basis the first $20 million of costs
incurred by either party to satisfy any government demand for studies, closure,
monitoring, or remediation at specified waste sites or facilities or for other
claims under CERCLA or the Resource Conservation and Recovery Act. The Company
is not obligated to contribute more than $10 million for the clean-up of wastes
generated prior to the acquisition. The Company believes that it has paid the
full $10 million necessary to satisfy its obligations under the cost-sharing
arrangement. USX has advised the Company, however, of its position that a
portion of the amount paid by the Company may not be properly credited against
Geneva's obligations. Although the Company believes that USX's position is
without merit, there can be no assurance that this matter will be resolved
without litigation. The Company believes that resolution of this matter will not
likely have a material adverse effect. The Company's ability to obtain
indemnification from USX in the future will depend on factors which may be
beyond the Company's control and may also be subject to dispute.

ITEM 2.  PROPERTIES.

         The Company's principal properties consist of the approximately
1,400-acre site on which the steel mill and related facilities are located, the
Company's iron ore mines in southern Utah and the limestone quarry near the
steel mill. The Company also leases from the State of Utah, under a lease
expiring in 2016, a 300-acre site which includes a retention pond. The retention
pond is a significant part of the Company's water pollution control facilities.
Although the Company's facilities are generally suitable to its needs, the
Company believes that such facilities will continue to require future
improvements and additional modernization projects in order to remain
competitive. See Item 1. "Business--Capital Projects" and "--Competition and 
Other Market Factors."

ITEM 3.  LEGAL PROCEEDINGS.

         In addition to the matters described under Item 1.
"Business--Environmental Matters," the Company is a party to routine legal
proceedings incidental to its business. In the opinion of management, after
consultation with its legal counsel, none of the proceedings to which the
Company is currently a party to are expected to have a material adverse effect
on the Company's business or financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this Report.


                                        8
<PAGE>   10
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Class A Common Stock is listed and traded on the New York
Stock Exchange ("NYSE") and the Pacific Stock Exchange under the symbol "GNV."
The following table sets forth, for the periods indicated, the high and low
sales prices for the Class A Common Stock as reported on the NYSE Composite
Tape.

<TABLE>
<CAPTION>

Fiscal Year Ended September 30, 1995       HIGH                          LOW
<S>                                       <C>                        <C> 
     First Quarter ended December 31       $18                        $12 1/4
     Second Quarter ended March 31          16                          9 3/4
     Third Quarter ended June 30            12                          7 1/8
     Fourth Quarter ended September 30       9 3/4                      7 3/4

Fiscal Year Ended September 30, 1996       HIGH                         LOW

     First Quarter ended December 31       $ 8                         $6 3/8
     Second Quarter ended March 31           8 1/4                      5 1/8
     Third Quarter ended June 30             7 1/8                      5 1/4
     Fourth Quarter ended September 30       5 1/2                      3 1/8
</TABLE>


         As of November 29, 1996, the Company had 13,574,641 shares of Class A
Common Stock outstanding, held by 643 stockholders of record, and 19,151,348
shares of Class B Common Stock outstanding, held by five stockholders of record.
Shares of Class B Common Stock are convertible into shares of Class A Common
Stock at the rate of ten shares of Class B Common Stock for one share of Class A
Common Stock. There is no public market for the Class B Common Stock.

         The Company currently anticipates that it will retain all available
funds to finance its capital expenditures and other business activities, and it
does not anticipate paying any cash dividends on the Common Stock in the
foreseeable future. In addition, the Company's revolving credit facility and
senior notes restrict the amount of dividends that the Company may pay. See Item
7. "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and Note 2 of Notes to
Consolidated Financial Statements included in this Report.

ITEM 6.  SELECTED FINANCIAL DATA.

         The information required by this Item is incorporated by reference to
page 8 of the Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1996.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         The information required by this Item is incorporated by reference to
pages 10 through 16 of the Company's Annual Report to Shareholders for the
fiscal year ended September 30, 1996.

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information required by this Item is incorporated by reference to
pages 17 through 34 of the Company's Annual Report to Shareholders for the
fiscal year ended September 30, 1996.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE.

         None.


                                       9
<PAGE>   11
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information required by this Item is incorporated by reference to
the sections entitled "Election of Directors -- Nominees for Election as
Directors" and "Executive Officers" in the Company's definitive Proxy Statement
for the Annual Meeting of Shareholders to be held on February 20, 1997. The
definitive Proxy Statement will be filed with the Securities and Exchange
Commission not later than 120 days after September 30, 1996, pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended.

ITEM 11.  EXECUTIVE COMPENSATION.

         The information required by this Item is incorporated by reference to
the sections entitled "Election of Directors -- Director Compensation" and
"Executive Compensation" in the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held on February 20, 1997.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information required by this Item is incorporated by reference to
the section entitled "Principal Holders of Voting Securities" in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held on
February 20, 1997.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On September 27, 1996, the Company entered into an agreement to loan up
to $500,000 to its Chief Executive Officer. On September 27, 1996 and October 4,
1996, the Company loaned $250,000 and $210,000, respectively. The loan is
evidenced by a promissory note which bears interest at the rate of 8.54% and is
payable at the earlier of September 27, 1997 or demand for repayment by the
Company. The loan is secured by interests in real and personal property owned by
the Chief Executive Officer and an affiliated entity.


                                       10
<PAGE>   12
                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K.

    (a)      Documents Filed:

             1.       Consolidated Financial Statements. The following
                      Consolidated Financial Statements of the Company and
                      Report of Independent Public Accountants included in
                      the Company's Annual Report to Shareholders for the
                      fiscal year ended September 30, 1996 are incorporated
                      by reference in Item 8 of this Report:

                      -        Report of Independent Public Accountants
                               
                      -        Consolidated Balance Sheets at September 30, 1996
                               and 1995

                      -        Consolidated Statements of Operations for the
                               years ended September 30, 1996, 1995 and 1994

                      -        Consolidated Statements of Stockholders' Equity
                               for the years ended September 30, 1996, 1995 and
                               1994

                      -        Consolidated Statements of Cash Flows for the
                               years ended September 30, 1996, 1995 and 1994

                      -        Notes to Consolidated Financial Statements

             2.       Financial Statement Schedule. The following Financial
                      Statement Schedule of the Company for the years ended
                      September 30, 1996, 1995 and 1994 is filed as part of
                      this Report and should be read in conjunction with
                      the Company's Consolidated Financial Statements and
                      Notes thereto:

<TABLE>
<CAPTION>
                      Schedule                                                       Page
                      --------                                                       ----

<S>                                                                                   <C>
                      II -     Valuation and Qualifying Accounts                      17
</TABLE>

                      Financial statements and schedules other than those
                      listed are omitted for the reason that they are not
                      required or are not applicable, or the required
                      information is shown in the Consolidated Financial
                      Statements or Notes thereto, or contained in this
                      Report.

    (b)      Reports on Form 8-K

             None.

                                       
                                       11
<PAGE>   13
         (c)      Exhibits

<TABLE>
<CAPTION>
 EXHIBIT                                                                                 INCORPORATED            FILED
   NO.                                       EXHIBIT                                     BY REFERENCE           HEREWITH
-----------    -------------------------------------------------------------------    -------------------    --------------

<S>             <C>                                                                           <C>                  <C>
   3.1          Revised Articles of Incorporation of the Registrant                           (1)

   3.2          Articles of Amendment dated February 17, 1993 to the Registrant's             (2)
                Revised Articles of Incorporation

   3.3          Articles of Amendment dated March 12, 1993 to the Registrant's                (3)
                Revised Articles of Incorporation

   3.4          Restated Bylaws of the Registrant dated March 12, 1993                        (2)

   4.1          Specimen Certificate of the Registrant's Class A Common Stock,                (1)
                no par value

   4.2          Specimen Certificate of the Registrant's Series B Preferred Stock,            (4)
                no par value

   10.1         Asset Sales Agreement between USX and the Registrant dated as                 (1)
                of June 26, 1987, as Amended and Restated August 31, 1987

   10.2         Registration Rights Agreement among the signatories listed on the             (1)
                signature pages thereof and the Registrant dated November 6, 1989

   10.3         License Agreement between ENSR Corporation and the Registrant                 (1)
                dated December 8, 1988

   10.4         Second Amended and Restated Revolving Credit Agreement among                  (5)
                the Registrant, the Lender Parties named therein, Citicorp U.S.A.,
                Inc. and Heller Financial Inc., dated May 14, 1996.

   10.5         Second Amended and Restated Security Agreement dated May 14,                  (5)
                1996.

   10.6         Amended and Restated Sales Representation Agreement between                   (5)
                Mannesmann Pipe & Steel Corporation and the Registrant dated
                April 1, 1996.

   10.7         Geneva Steel Key Employee Plan*                                               (6)

   10.8         Amendment to Geneva Steel Key Employee Plan dated May 12,                     (7)
                1991*

   10.9         Form of Non-Statutory Stock Option Agreement*                                 (1)

  10.10         Management Employee Savings and Pension Plan, as Amended                      (8)
                and Restated generally effective January 1, 1994, dated as of July
                3, 1995*

  10.11         Form of revised Executive Split Dollar Insurance Agreement*                   (9)

  10.12         Form of revised Executive Supplemental Retirement Agreement*                  (9)

  10.13         Union Employee Savings and Pension Plan, as Amended and                       (8)
                Restated effective January 1, 1995, dated as of June 22, 1995*

  10.14         Collective Bargaining Agreement between United Steelworkers of               (10)
                America and the Registrant ("Collective Bargaining Agreement")
                dated March 1, 1995*
</TABLE>



                                       12
<PAGE>   14
<TABLE>
<S>             <C>                                                                           <C>               <C>        
  10.15         Agreement between Union Carbide Industrial Gases, Inc. and the                (6)
                Registrant dated July 12, 1990, as amended August 3, 1990 (the
                "Union Carbide Agreement")

  10.16         Amendment to the Union Carbide Agreement dated December 1,                    (9)
                1992

  10.17         Oxygen Supply Agreement between Big Three Industrial Gas, Inc.                (6)
                (successor in interest to Liquid Air Corporation) and the Registrant
                dated September 27, 1988 and Amendment thereto dated June 8,
                1990

  10.18         Coilbox License Agreement between Stelco Technical Services                   (1)
                Limited and the Registrant dated August 23, 1989

  10.19         License Agreement for the K-OBM Process between                               (1)
                Klockner Contracting and Technologies GmbH and the Registrant
                dated November 25, 1989

  10.20         Special Use Lease Agreement No. 897 between the State of Utah                 (9)
                and the Registrant dated January 13, 1992 and Amendment thereto
                dated June 19, 1992

  10.21         Indenture dated as of January 15, 1994 between the Registrant and            (11)
                Bankers Trust Company, as Trustee, including a form of 9 1/2%
                Senior Note due 2004

  10.22         Indenture dated as of March 15, 1993 between the Registrant and               (3)
                The Bank of New York, as Trustee, including a form of 11 1/8%
                Senior Note due 2001

  10.23         License Agreement relating to the desulfurization process between             (1)
                BS&B Engineering Company, Inc. and the Registrant dated March
                1, 1990

  10.24         Lo-Cat(R)Licensing Agreement between ARI Technologies, Inc.                   (6)
                and the Registrant dated April 16, 1990

  10.25         Agreement relating to the closure of hazardous waste surface                  (6)
                impoundments between USX Corporation, the Registrant and
                Duncan Lagnese Associates, Incorporated dated October 22, 1990

  10.26         Agreement for the Sale and Purchase of Coke between the                      (12)
                Registrant and Mitsubishi International Corporation dated
                November 9, 1993 (the "Mitsubishi Agreement")

  10.27         First Amendment to the Mitsubishi Agreement dated as of                      (13)
                December 28, 1993

  10.28         Second Amendment to the Mitsubishi Agreement dated as of June                                    X  
                1995

  10.29         Third Amendment to the Mitsubishi Agreement dated as of May                   (5)
                22, 1996.

  10.30         Agreement for Sale and Purchase of Coke between the Registrant               (14)
                and Pacific Basin Resources (a division of Oxbow Carbon and
                Minerals, Inc.) dated April 29, 1994 (the "Oxbow Coke
                Agreement")
</TABLE>



                                       13
<PAGE>   15
<TABLE>
<CAPTION>

<S>             <C>                                                                          <C>                   <C>
  10.31         First Amendment to the Oxbow Coke Agreement dated April 11,                                        X
                1996

  10.32         Agreement for the Sale and Purchase of Coal between the                      (15)
                Registrant and Oxbow Carbon and Minerals, Inc. dated February
                19, 1996, effective as of April 1, 1994

  10.33         Warrant Agreement dated as of March 16, 1993 between the                      (2)
                Registrant and The Bank of New York, as Warrant Agent

  10.34         Form of Indenture between the Registrant and the Trustee                      (3)
                thereunder related to the Exchange Debentures, including a form 
                of Exchange Debenture

  10.35         Taconite Pellet Sales Agreement between USX Corporation and                  (10)
                Geneva Steel dated May 31, 1995

  10.36         Industrial Gas Supply Agreement between Air Liquide America                  (10)
                Corporation and Geneva Steel dated June 8, 1995.

    13          Selected portions of the Registrant's Annual Report to Shareholders                                X
                for the year ended September 30, 1996 which are incorporated by
                reference in Parts II and IV of this Report

    23          Consent of Arthur Andersen LLP, independent public accountants                                     X

    27          Financial Data Schedule                                                                            X
</TABLE>

--------------------

 *    Management contract or compensatory plan or arrangement.

(1)   Incorporated by reference to the Registration Statement on Form
      S-1 dated March 27, 1990, File No. 33-33319.

(2)   Incorporated by reference to the Registration Statement on Form
      S-3 dated June 16, 1993, File No. 33-64548.

(3)   Incorporated by reference to the Registration Statement on Form
      S-4 dated April 15, 1993, File No. 33-61072.

(4)   Incorporated by reference to the Registration Statement on Form
      S-4 dated August 9, 1993, File No. 33-61072.

(5)   Incorporated by reference to the Quarterly Report on Form 10-Q for
      the fiscal quarter ended June 30, 1996.

(6)   Incorporated by reference to the Registration Statement on Form
      S-1 dated November 5, 1990, File No. 33-37238.

(7)   Incorporated by reference to the Annual Report on Form 10-K for
      the fiscal year ended September 30, 1991.

(8)   Incorporated by reference to the Annual Report on Form 10-K for
      the fiscal year ended September 30, 1995.


                                           14
<PAGE>   16
 (9)   Incorporated by reference to the Annual Report on Form 10-K for
       the fiscal year ended September 30, 1992.

(10)   Incorporated by reference to the Quarterly Report on Form 10-Q for
       the fiscal quarter ended June 30, 1995.

(11)   Incorporated by reference to the Quarterly Report on Form 10-Q for
       the fiscal quarter ended December 31, 1993.

(12)   Incorporated by reference to the Current Report on Form 8-K dated
       December 2, 1993.

(13)   Incorporated by reference to the Quarterly Report on Form 10-Q for
       the fiscal quarter ended March 31, 1994.

(14)   Incorporated by reference to the Quarterly Report on Form 10-Q for
       the fiscal quarter ended June 30, 1994.

(15)   Incorporated by reference to the Quarterly Report on Form 10-Q for
       the fiscal quarter ended March 31, 1996.

(d)    Financial Statement Schedule

       See page 17 herein.

                                       15
<PAGE>   17
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Geneva Steel Company:

         We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements incorporated by reference in
Item 8 of this Form 10-K, and have issued our report thereon dated October 17,
1996. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14(a)2 is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Salt Lake City, Utah
October 17, 1996


                                       16
<PAGE>   18
                              GENEVA STEEL COMPANY
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                        FOR THE YEARS ENDED SEPTEMBER 30,
                               1996, 1995 AND 1994 
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                       Additions
                                                     Balance at       Charged to        Deductions,        Balance
                                                      Beginning        Costs and            Net of          at End
Description                                            of Year          Expenses        Recoveries         of Year
-----------                                            -------          --------        ----------         -------

<S>                                                     <C>               <C>            <C>               <C> 
Year Ended September 30, 1996
   Allowance for doubtful accounts..........            $2,012            $8,616         $(6,597)            $4,031
                                                        ======            ======         =======             ======

Year Ended September 30, 1995
   Allowance for doubtful accounts..........            $3,113            $5,138         $(6,239)            $2,012
                                                        ======            ======         =======             ======

Year Ended September 30, 1994
   Allowance for doubtful accounts..........            $2,983            $4,826         $(4,696)            $3,113
                                                        ======            ======         =======             ======
</TABLE>


                                       17
<PAGE>   19
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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, on December 27, 1996.

                              GENEVA STEEL COMPANY

                            By: /s/ Joseph A. Cannon
                                ---------------------------------------
                                Joseph A. Cannon, Chairman of the Board
                                and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
             Signature                               Title                                   Date
             ---------                               -----                                   ----

<S>                                              <C>                                       <C>             
/s/ Joseph A. Cannon                             Chairman of the Board and Chief           December 27, 1996
--------------------------------------------     Executive Officer            
Joseph A. Cannon                                 (Principal executive officer)  
                                                   

/s/ Robert J. Grow                               President and Chief Operating             December 27, 1996
--------------------------------------------     Officer and Director
Robert J. Grow                                     

/s/ Richard D. Clayton                           Executive Vice President, Vice            December 27, 1996
--------------------------------------------     President of Environment and
Richard D. Clayton                               Director                      
                                                   

/s/ Dennis L. Wanlass                            Vice President, Treasurer and             December 27, 1996
--------------------------------------------     Chief Financial Officer
Dennis L. Wanlass                                (Principal financial and 
                                                 accounting officer)    
                                                   

/s/ Alan C. Ashton                               Director                                   December 27, 1996
--------------------------------------------
Alan C. Ashton

/s/ Arch L. Madsen                               Director                                   December 27, 1996
--------------------------------------------
Arch L. Madsen

/s/ R. J. Shopf                                  Director                                   December 27, 1996
--------------------------------------------
R. J. Shopf
</TABLE>