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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)
July 24, 1998
BAR TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
Commission File Number: 333-04254
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Delaware 13-3753384
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(State or other jurisdiction of incorporation or organization) (IRS Employer Indentification No.)
5700 Lombardo Center Drive, Suite 100
Seven Hills, Ohio 44131 (216) 750-2100
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(Address of principal executive offices) (Registrant's telephone number)
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Item 5. Other Events
Attached is the press release dated July 24, 1998, announcing the proposed
acquisition of Republic Engineered Steels, Inc. by an affiliate of Blackstone
Capital Partners II Merchant Banking Fund L.P. and Veritas Capital Partners L.P.
Blackstone Capital Partners II Merchant Banking Fund L.P. and Veritas
Capital Partners L.P. are majority share owners of Bar Technologies Inc.
Following consummation of this acquisition, the intent is to combine Republic
with Bar Technologies Inc. However, the proposed acquisition of Republic is not
conditioned on combining Republic and Bar Tech.
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FOR IMMEDIATE RELEASE
MEDIA AND INVESTOR CONTACT: MEDIA CONTACTS:
THE BLACKSTONE GROUP REPUBLIC ENGINEERED STEELS, INC.
Stephen A. Schwarzman Harold V. Kelly
President and CEO Executive Vice President
(212) 836-9823 (330) 837-6340
Marian J. Carpenter
Director, Corporate Communications
(330) 837-6302
e-mail: [email protected]
INVESTOR RELATIONS CONTACT:
John B. George
Treasurer
(330) 837-6491
MASSILLON, Ohio--July 24, 1998--Republic Engineered Steels, Inc., along with an
affiliate of Blackstone Capital Partners II Merchant Banking Fund L.P. and
Veritas Capital Partners L.P. announced today that they have agreed on the
acquisition of Republic by the Blackstone-Veritas affiliate for a cash price of
$7.25 per share of Republic common stock. The acquisition of Republic will
occur by means of a cash tender offer for all issued and outstanding shares,
followed by a merger in which all remaining shares will be converted into the
same cash consideration. Including acquired debt, the total purchase price is
$420 million.
Following consummation of this transaction, Blackstone and Veritas intend
to combine Republic with Bar Technologies, Inc., (known as BarTech) which they
control. However, the proposed acquisition of Republic is not conditioned on
combining Republic and BarTech.
"Republic has made significant achievements in its 9 year history and
acknowledges the contributions all of its constituents made to those successes.
Now, the potential acquisition of the Company by an affiliate of Blackstone and
Veritas can position Republic to move aggressively into the next century to
satisfy the needs and demands of its customers," said Russell W. Maier,
Chairman and Chief Executive Officer of Republic.
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David A. Stockman of the Blackstone Group stated, "Following the
transaction our plan is to combine the best operations of both companies, invest
substantial capital in new mills and upgraded facilities, and implement a
constructive new relationship with the Steelworkers Union -- including a new,
5-year contract with improved wages, pensions and productivity practices. These
elements will make Republic/BarTech a world-class SBQ bar steel supplier with
the best range of product and customer service in the marketplace."
Steelworker President George Becker offered an enthusiastic endorsement of
the proposed transaction. He said, "The Union looks forward to working with
Blackstone/BarTech to create a world class company. Our experience with them so
far has been a very constructive one. Together we have fashioned a new labor
agreement which both fully recognizes the union's security and economic needs
and gives the company the ability to be competitive on a global basis. The final
decision on the new agreement obviously belongs to our members, but we are very
hopeful that they will support this new beginning for their companies."
Securities law requires the acquiring party to begin its tender offer for
Republic's stock no later than July 30, 1998. The transaction is subject to
customary conditions, including financing, applicable regulatory clearances, and
to ratification by USWA represented employees of a new collective bargaining
agreement intended to be applicable to Republic and BarTech. The new collective
bargaining agreement has been endorsed by the United Steelworkers of America.
The Board of Directors of Republic has approved the merger agreement and
recommended that Republic's stockholders accept the tender offer and approve and
adopt the merger agreement. The Board of Directors was advised on the financial
aspects of the transaction by Lazard Freres & Co., LLC.
Republic Engineered Steels, Inc. is a leading domestic producer of carbon
and alloy high-quality engineered bar, stainless, tool steels, and remelted
specialty steels designed to meet the world's most demanding applications.
Headquartered in Massillon, Ohio, Republic has 10 plants located in Ohio,
Pennsylvania, Connecticut, Maryland, Indiana and Illinois and is one of the
leading recyclers in Ohio.
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Bar Technologies Inc. produces and markets hot rolled engineered and
cold finished steel bar products direct to the automotive, machinery, industrial
equipment, and tool industries, and to cold finished bar producers, independent
forgers and steel service centers.
The Blackstone Group was founded in 1985 by its current Chairman, Peter
G. Peterson and its current President and CEO, Stephen A. Schwarzman. In
addition to sponsoring the largest private equity fund for corporate investments
raised in 1997, The Blackstone Group is also a leader in real estate investing,
as well as mergers and acquisitions and restructuring and reorganization
advisory services, and liquid alternative asset investing.
Veritas Capital is a private investment fund founded by Robert B.
McKeon in 1992. Veritas and Blackstone have been partners in Bar Technologies,
Inc. since April 1996.
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SIGNATURES
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.
BAR TECHNOLOGIES INC.
Date: July 24, 1998 By: /s/ THOMAS N. TYRRELL
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Thomas N. Tyrrell
President and Chief Executive Officer
Date: July 24, 1998 By: /s/ FREDERICK L. DEICHERT
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Frederick L. Deichert
Vice President of Finance and
Chief Financial Officer
