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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 14)
ACME METALS INCORPORATED
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(Name of Issuer)
Common Stock, $1.00 Par Value 004807 (10.3)
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(Title of class of securities) (CUSIP number)
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges, 767 Fifth Avenue, N.Y., N.Y. 10153 (212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
February 15, 1994
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 6 Pages)
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CUSIP No. 004807 (10.3) 13D Page 2 of 6
1 NAME OF REPORTING PERSON: Pegasus Holding Corp.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3499699
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 236,959
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 236,959
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE None
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 236,959
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.38%
14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
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This statement amends and restates the statement on Schedule
13D filed with the Securities and Exchange Commission (the
"Commission") by Pegasus Holding Corp. ("Pegasus") with respect to its
ownership of the common stock, par value $1.00 per share (the "Common
Stock"), of Acme Metals Incorporated, a Delaware corporation (the
"Issuer"), as previously amended by Amendments Nos. 1 through 13
thereto. The address of the Issuer's principal executive office is
13500 South Perry Avenue, Riverdale, Illinois 60627-1182.
Item 2. Identity and Background.
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The person filing this Amendment No. 14 to Scheduled 13D is
Pegasus. Pegasus is a Delaware corporation.
Pegasus' principal business is investing in securities. The
principal place of business and principal office of Pegasus is located
at 900 Third Avenue, New York, New York 10022.
Set forth below is certain information with respect to each
of the executive officers and directors of Pegasus. The business
address of each such executive officer and director is 900 Third
Avenue, New York, New York 10022. Each such executive officer and
director is a citizen of the United States.
Martin D. Gruss serves as a director and the President of
Pegasus. Mr. Gruss' present principal occupation is serving as a
partner, executive officer and director of various Gruss family-owned
entities and acting as an investor.
Howard R. Guberman serves as a director and the Vice
President, Secretary and Treasurer of Pegasus. Mr. Guberman's present
principal occupation is serving as a partner, executive officer and
director of various Gruss family-owned entities.
Richard J. Novick serves as a director of Pegasus. Mr.
Novick's present principal occupation is serving as a partner,
executive officer and director of various Gruss family-owned entities.
Pegasus, and to the best of Pegasus' knowledge, its
executive officers and directors, have not during the past five years,
(a) been convicted in a criminal proceeding
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(excluding traffic violations or similar misdemeanors), or (b) been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Pegasus originally acquired the shares of Common Stock which
it presently owns by using borrowings through its margin account at
Bear, Stearns & Co., Inc. and its working capital.
Item 4. Purpose of Transaction.
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Pegasus regards the shares of Common Stock which it
presently owns as an investment. However, depending on market
conditions, Pegasus may attempt to dispose of its shares of Common
Stock from time to time in the open market, in privately negotiated
transactions or otherwise.
Subject to availability at prices deemed favorable by
Pegasus, Pegasus may also attempt to purchase additional shares of
Common Stock from time to time in the open market, in privately
negotiated transactions or otherwise.
Except as set forth above, Pegasus has no present plans or
proposals which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of February 15, 1994, Pegasus directly owned 236,959
shares of Common Stock, constituting approximately 4.38% of the
outstanding shares of Common Stock. Such percentage is based upon
5,407,011 shares of Common Stock outstanding as of November 5, 1993,
as set forth in the Quarterly Report on Form 10-Q for the quarterly
period ended September 26, 1993, filed by the Issuer with the
Commission.
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To the best of Pegasus' knowledge, none of its executive
officers or directors beneficially own any shares of Common Stock.
(b) The response of Pegasus to Items (7) through (11) of
the portions of the cover pages of this Amendment No. 14 to Schedule
13D which relate to its beneficial ownership of shares of the Common
Stock are incorporated herein by reference.
(c) During the past sixty (60) days, Pegasus has effected
three transactions in the Common Stock. All of these transactions
involved sales of Common Stock which were effected on The Nasdaq Stock
Market. The details of these transactions are as follows:
<TABLE>
<CAPTION>
Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
2/11/94 10,000 $24.63
2/14/94 13,500 $26.00
2/15/94 10,000 $26.75
</TABLE>
To the best of Pegasus' knowledge, there have been no
transactions by any of its executive officers and directors in the
Common Stock that were effected during the past sixty (60) days.
(d) Not applicable.
(e) On February 11, 1994, Pegasus sold 10,000 shares of
Common Stock beneficially owned by it and effective upon such date
Pegasus ceased to be the beneficial owner of more than five percent of
the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
----------------------------------------
Except for the information set forth in this Amendment No.
14 to Schedule 13D, neither Pegasus nor its executive officers and
directors is a party to any contract, arrangement, understanding or
relationship with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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None.
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: February 17, 1994 PEGASUS HOLDING CORP.
By:/s/ Howard R. Guberman
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Howard R. Guberman
Vice President
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