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. 14
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. 14 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, as heretofore amended, 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, as such
cash price, terms and conditions have been amended. The purpose of this
Amendment No. 14 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. 14
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 (k)
thereof:
(k) On December 2, 1996, Schnitzer Steel Industries, Inc. announced that
it had completed its tender offer to purchase all of the Company's common stock
at $9.00 per share. Schnitzer stated in its press release announcing the
completion of the tender offer that at the expiration of the tender offer at
midnight on Friday, November 29, 1996, 4.1 million shares of the Company's
common stock (approximately 86% of the outstanding shares) had been tendered,
and that all tendered shares had been accepted for payment by a Schnitzer
subsidiary. A copy of Schnitzer's December 2, 1996 press release is attached
hereto as Exhibit 29 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit 29 - Press release issued by Schnitzer Steel Industries, Inc.
dated December 2, 1996 announcing the completion of its tender
offer to purchase all of the outstanding shares of the Company's
common stock.
<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: December 2, 1996
EXHIBIT 29
[Schnitzer Steel Industries, Inc. letterhead]
PRESS RELEASE
December 2, 1996
FOR IMMEDIATE RELEASE
Contact: Tom Zelenka (503)323-2821
SCHNITZER ANNOUNCES COMPLETION OF PROLER TENDER OFFER
Portland, Oregon - December 2, 1996, Schnitzer Steel Industries, Inc.
(NASDAQ:SCHN) today announced that it successfully completed its tender offer to
acquire the common stock of Proler International Corp. (Proler) at $9.00 per
share. At the expiration of the tender offer at midnight on Friday, November 29,
1996, 4.1 million shares of Proler stock (or about 86% of the outstanding
shares) had been tendered, and all tendered shares have been accepted for
payment by a Schnitzer subsidiary. "We are pleased to have completed the
acquisition of Proler," stated Robert W. Philip, president of Schnitzer. "This
acquisition is consistent with our belief in the long-term growth of the scrap
business. We believe that this acquisition will be additive to earnings. We also
look forward to working with the Hugo Neu organization to grow the Proler and
Hugo New joint venture operations."
The preceding paragraph contains a forward looking statement regarding the
effect of the Proler acquisition on future earnings. The impact of the
acquisition on earnings will depend primarily on the profitability of the joint
ventures as well as scrap market conditions generally. Future market conditions
are subject to supply and demand conditions and decisions of other market
participants over which the Company has no control and which are inherently
difficult to predict.
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. (Cascade) 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.
