SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14D-9*
Solicitation/Recommendation Statement Pursuant to
Section 14(D)(4) of the Securities Exchange Act of 1934
AMENDMENT NO. 5
PROLER INTERNATIONAL CORP.
(Name of Subject Company)
PROLER INTERNATIONAL CORP.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Including Associated Rights)
(Title of Class of Securities)
743396-10-3
(CUSIP Number of Class of Securities)
BRUCE W. WILKINSON
CHIEF EXECUTIVE OFFICER
PROLER INTERNATIONAL CORP.
4265 SAN FELIPE
SUITE 900
HOUSTON, TEXAS 77027
(713) 627-3737
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
COPIES TO:
GEOFFREY K. WALKER
KATHLEEN M. KOPP
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
700 LOUISIANA
HOUSTON, TEXAS 77002
(713) 225-7000
*This Solicitation/Recommendation Statement on Schedule 14D-9 relates to an
offer for all outstanding shares of common stock of Proler International Corp.
by a wholly-owned subsidiary of Schnitzer Steel Industries, Inc.
<PAGE>
This Amendment No. 5 amends and supplements the Solicitation
/Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission (the "Commission") by Proler International Corp., a Delaware
corporation (the "Company"), on September 20, 1996, (as heretofore amended, the
"Schedule 14D-9") and relates to the tender offer made by PIC Acquisition
Corporation, a Delaware corporation wholly owned by Schnitzer Steel Industries,
Inc., an Oregon corporation ("Schnitzer"), disclosed in a Tender Offer Statement
on Schedule 14D-1 filed with the Commission on September 20, 1996, to purchase
all of the outstanding shares of the Company's common stock, par value $1.00 per
share (the "Common Stock"), together with the associated stock rights (the
"Rights") issued pursuant to a Rights Agreement dated as of February 28, 1996,
as amended effective September 15, 1996, between the Company and KeyCorp
Shareholder Services, Inc., at a purchase price of $7.50 per share of Common
Stock and associated Right (each such share and associated Right, a "Share"),
net to the seller in cash, on the terms and subject to the conditions set forth
in the Purchaser's Offer to Purchase dated September 20, 1996 and the related
Letter of Transmittal. The purpose of this Amendment No. 5 is to amend Items 8
and 9 of the Schedule 14D-9, as set forth below. Terms defined in the Schedule
14D-9 are used in this Amendment No. 5 with the same meanings as provided in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is amended to add the following section (c)
thereof:
(c) On October 7, 1996, the Company and Schnitzer announced that they had
each received a second request for additional information from the U.S.
Department of Justice with respect to their filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") regarding the proposed
acquisition of the Company by Schnitzer. As announced by the Company and
Schnitzer, the second request extended the waiting period under the HSR Act for
10 days following the receipt by the Justice Department of the requested
information, and no purchase of Proler securities could be consummated until the
waiting period expired or was terminated. A copy of the joint press release
issued by the Company and Schnitzer announcing their receipt of the second
requests is attached hereto as Exhibit 16 and incorporated herein by reference.
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit 16 - Joint Press Release issued by Proler International Corp. and
Schnitzer Steel Industries, Inc. dated October 7, 1996.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PROLER INTERNATIONAL CORP.
By: BRUCE W. WILKINSON
/s/ BRUCE W. WILKINSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: October 7, 1996
EXHIBIT 16
NEWS RELEASE
FROM...
[PROLER INTERNATIONAL CORP. LOGO]
SCHNITZER STEEL:
TOM ZELENKA
(503) 323-2821
PROLER:
MICHAEL LOY
(713) 963-5904
FOR IMMEDIATE RELEASE
SCHNITZER AND PROLER ANNOUNCE REQUEST FOR
INFORMATION FROM JUSTICE DEPARTMENT
IN CONNECTION WITH SCHNITZER'S ACQUISITION OF
PROLER INTERNATIONAL CORP.
PORTLAND, OREGON; HOUSTON, TEXAS: October 7, 1996 - Schnitzer Steel Industries,
Inc. (NASDAQ:SCHN) and Proler International Corp. (NYSE:PS) announced today that
Schnitzer and Proler have received a second request for additional information
from the U.S. Department of Justice with respect to their filings under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 for the acquisition of
Proler by Schnitzer. As previously announced, on September 15, 1996 Proler and
Schnitzer signed a definitive agreement for the acquisition of Proler by
Schnitzer through a cash tender offer and merger at a price of $7.50 in cash for
each Proler share. Schnitzer's tender offer commenced on September 20, 1996.
"Both companies are working on promptly complying with the Justice Department's
request," stated Robert Philip, president of Schnitzer. The request will extend
the waiting period under the Hart-Scott-Rodino Act for 10 days following the
receipt by the Justice Department of the requested information. No purchase of
Proler securities can be consummated until the waiting period expires or is
terminated.
Schnitzer operates one of the largest scrap recycling businesses in the Western
United States. The Company supplies ferrous scrap to Asian and domestic steel
producers through its scrap collection, processing and deep water facilities
located in Oakland, California; Portland, Oregon; and Tacoma, Washington. The
Company also operates collection and processing facilities in Eugene, Bend,
White City and Grants Pass, Oregon; and Sacramento and Fresno, California.
Schnitzer's subsidiary, Cascade Steel Rolling Mills, Inc. (Steel Operations),
operates the only vertically integrated mini-mill in the Western United States
which can obtain its entire scrap requirements from its own scrap operations.
Cascade's steel mini-mill in McMinnville, Oregon manufactures rebar, merchant
bar, fence posts, special sections and grape stakes. In addition, Cascade
maintains mill depots in Union City and El Monte, California.
Proler is an environmental services company involved in the recovery and
recycling of scrap metals and industrial wastes to produce high-quality,
commercial products. Through joint ventures, Proler exports ferrous scrap to
predominantly foreign markets from scrap collection, processing and deep water
facilities located in Los Angeles, California; Providence, Rhode Island;
Everett, Massachusetts; and Jersey City, New Jersey. Proler's joint ventures
operate additional scrap collection and processing facilities in Colton,
Lynwood, Irwindale, Pomona and Sun Valley, California; Phoenix, Arizona;
Manchester, New Hampshire; Portland, Maine; and Springfield and Worcester,
Massachusetts.
4265 San Felipe, Suite 900/Houston, Texas 77027
P.O. Box 286/Houston, Texas 77002-0286
Telephone (713)627-3737/Fax (713)627-2737
