SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9*
Solicitation/Recommendation Statement Pursuant to
Section 14(D)(4) of the Securities Exchange Act of 1934
AMENDMENT NO. 1
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
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*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.
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "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 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. 1 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. 1 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 sections
(a) and (b) thereof:
(a) On September 25, 1996, the Company learned that, on September 24,
1996, Hugo Neu Corporation, a New York corporation ("HNC"), filed an action
against the Company in the Supreme Court of the State of New York, County of New
York (the "New York Action") and, without notice to the Company, obtained a
temporary restraining order to prevent the Company from disclosing non-public
information concerning the joint ventures in which the Company and HNC are both
owners without the prior consent of HNC pending a hearing scheduled for October
2, 1996 (the "Temporary Order"). A copy of a press release issued by the Company
in connection with the New York Action and the Texas Action (referenced below)
is attached hereto as Exhibit 7 and incorporated herein by reference. A copy of
the Temporary Order is attached hereto as Exhibit 8 and incorporated herein by
reference.
(b) On September 25, 1996, the Company commenced litigation against HNC
in the District Court of Harris County, Texas (the "Texas Action"), asserting
that HNC is tortiously interfering with the Company's Merger Agreement with
Schnitzer by engaging in actions that appear calculated to undermine the Merger
Agreement. In the Texas Action, the Company is seeking compensatory and punitive
damages for any resulting losses that may be incurred by the Company and its
stockholders.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit 7 -- Press Release issued by Proler International Corp. dated
September 26, 1996.
Exhibit 8 -- Temporary Restraining Order and Order To Show Cause
issued by the Supreme Court of the State of New York,
County of New York on September 24, 1996 in HUGO NEU
CORPORATION V. PROLER INTERNATIONAL CORP.
2
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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: September 26, 1996
3
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NEWS RELEASE FROM...
[Proler International Corp. logo]
CONTACT:
Michael F. Loy
Vice President-Finance
(713) 963-5904
PROLER INTERNATIONAL CORP. ANNOUNCES COMMENCEMENT OF
LITIGATION WITH HUGO NEU CORPORATION
Houston, Texas (September 26, 1996) - Proler International Corp.
(NYSE:PS) today announced the commencement of litigation between Proler and Hugo
Neu Corporation ("Hugo Neu"). Proler's scrap metals business is conducted
primarily through joint ventures in which Proler and Hugo Neu are both owners.
As previously announced, on September 15, 1996 Proler and Schnitzer
Steel Industries, Inc. ("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. In recommending the Schnitzer offer to its stockholders,
Proler disclosed that Hugo Neu had offered to acquire Proler's interests in the
joint ventures on terms that Proler considered inadequate and rejected on August
14, 1996.
Proler learned yesterday that, without prior notice to Proler, Hugo Neu
obtained a temporary restraining order from a New York court on September 24,
1996 to prevent Proler from disclosing non-public information concerning the
joint ventures to Schnitzer without the prior consent of Hugo Neu pending a
hearing scheduled for October 2, 1996.
Proler commenced litigation yesterday against Hugo Neu in Harris County,
Texas, asserting that Hugo Neu is tortiously interfering with Proler's merger
agreement with Schnitzer by engaging in actions that appear calculated to
undermine the merger agreement. Proler is seeking compensatory and punitive
damages for any resulting losses that may be incurred by Proler and its
stockholders.
Proler is an environmental services company involved in the recovery and
recycling of scrap metals and industrial wastes to produce high-quality,
commercial products. Its shares are traded on the New York Stock Exchange under
the symbol PS.
# # #
4265 San Felipe, Suite 900/ Houston, Texas 77027
P.O. Box 286/ Houston, Texas 77002-0286
Telephone (713) 627-3737/ Fax (713) 627-2737
<PAGE>
At the Ex Parte Motion Office of the
Supreme Court of the State of New
York, held in and for the County of
New York at the County Courthouse,
60 Centre Street, New York, New
York, on the 24th day of September
1996.
P R E S E N T :
Hon. RICHARD B. LOWE, III
Justice
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HUGO NEU CORPORATION, :
a New York corporation, TEMPORARY
Petitioner, : RESTRAINING
ORDER AND ORDER
- against - : TO SHOW CAUSE
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PROLER INTERNATIONAL CORP., :
a Delaware corporation, Index No. 604798/96
Respondent. :
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Upon the annexed petition of Hugo Neu Corporation, verified on
September 24, 1996, the exhibits thereto, and the accompanying Affirmation of
Emergency of Walter Rieman dated 9/24/96 and memorandum of law, and sufficient
cause appearing therefor, it is hereby
ORDERED that respondent Proler International Corp. show cause
before IAS Part 55 of this Court to be held at the County Courthouse at 60
Centre Street, New York, New York, on October 2nd, 1996, at 2:00 p.m., in the
afternoon or as soon thereafter as counsel can be heard, why an order pursuant
to CPLR 7502(c) should not be entered
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(a) preliminarily enjoining and prohibiting respondent, during
the pendency of arbitrations between the parties concerning three joint ventures
in which both petitioner and respondent are joint venturers (Hugo Neu-Proler
Company, Prolerized New England Company, and Prolerized Schiabo-Neu Company
(collectively, the "Joint Ventures")) from taking any of the following actions
without obtaining prior written consent of petitioner:
(i) disclosing non-public information concerning any or
all of the Joint Ventures to Schnitzer Steel Industries, Inc. ("Schnitzer");
(ii) permitting Schnitzer to have access to the physical
assets, facilities, financial information, production records, contracts, or
other non-public corporate records and documents of any or all of the Joint
Ventures; and
(iii) causing or attempting to cause the management
personnel of any or all of the Joint Ventures, or any or all of the Joint
Ventures' employees and outside consultants, including auditors and accountants,
investment and other bankers, tax and financial advisors and environmental
consultants, to meet with Schnitzer; and
(b) granting to petitioner such other and further relief as the
Court deems just and proper; and it is further
ORDERED that pending hearing of this motion, respondent and its
employees and representatives are hereby restrained and prohibited from
disclosing or attempting to cause the disclosure of non-public information
concerning any or all of the Joint Ventures to Schnitzer without the prior
written consent of petitioner; and it is further
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ORDERED pursuant to CPLR 6313(c) that petitioner file herein,
within 3 days from the date hereof, an undertaking in the amount of $7,500.00,
in connection with the foregoing temporary restraining order; and it is further
ORDERED that service of a copy of this order, and the papers upon
which it is based, by facsimile transmission or overnight courier service upon
counsel for respondent Proler International Corp., Mayor, Day, Caldwell &
Keeton, L.L.P., Attention: Geoffrey K. Walker, 700 Louisiana, Suite 1900,
Houston, Texas 77002-2778, on or before 5:00 p.m. on September 25th, 1996, shall
be deemed sufficient service and notice; and it is further
ORDERED that opposing affidavits and memoranda of law, if any,
shall be served on the attorneys for petitioner, Paul, Weiss, Rifkind, Wharton &
Garrison, Attention: Martin Flumenbaum, Esq., 1285 Avenue of the Americas, New
York, New York 10019-6064, not later than 5:00 p.m. on October 1, 1996.
E N T E R :
/s/ RICHARD B. LOWE III
J.S.C.
