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. 4
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. 4 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. 4 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. 4 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 to section
(a) thereof:
On October 3, 1996, the Company learned that HNC had filed an amended
petition in the New York Action pending in federal court in New York requesting
that, pending arbitration of the claims set forth in HNC's Arbitration Notice,
the court preliminarily enjoin the Company's merger with Schnitzer and
preliminarily enjoin the Company from allowing Schnitzer any role in management
of the joint ventures. To the Company's knowledge, HNC had not requested a
hearing or otherwise requested the court to take any action on its request for
the preliminary injunction. A copy of the press release issued by the Company in
connection with HNC's filing of the amended petition and developments in the
Texas Action (discussed in (b) below) is attached hereto as Exhibit 15 and
incorporated herein by reference.
Item 8 of the Schedule 14D-9 is amended to add the following to section
(b) thereof:
A stockholder of the Company who is a resident of New York joined in the
Texas Action as an additional plaintiff, claiming that HNC is tortiously
interfering with the contract rights, prospective contract rights and business
relations of Proler stockholders seeking to accept Schnitzer's tender offer.
On October 3, 1996, the Company learned that HNC had removed the Texas
Action to the United States District Court for the Southern District of Texas.
The Company announced on that date that it believed the removal of the state
court action to federal court was improper. A copy of the press release issued
by the Company announcing developments in the Texas Action and HNC's filing of
the amended petition in the New York Action (discussed in (a) above) is attached
hereto as Exhibit 15 and incorporated herein by reference.
2
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit 15 - Press Release issued by Proler International Corp. dated October 3,
1996.
3
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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: MICHAEL F. LOY
/s/ MICHAEL F. LOY
VICE PRESIDENT - FINANCE, CHIEF
FINANCIAL OFFICER AND SECRETARY
Dated: October 4, 1996
EXHIBIT 15
NEWS RELEASE
FROM ...
[Proler International Corp. logo]
CONTACT:
Michael F. Loy
Vice President - Finance
(713) 963-5904
PROLER INTERNATIONAL CORP. ANNOUNCES DEVELOPMENTS IN LITIGATION WITH HUGO
NEU CORPORATION
Houston, Texas (October 3, 1996) - Proler International Corp. (NYSE:PS)
today announced that Hugo Neu Corporation has filed an amended petition in its
action against Proler in New York federal court. The amended petition requests
that, during the pendency of arbitration, the court preliminarily enjoin
Proler's pending merger with Schnitzer Steel Industries, Inc. and preliminarily
enjoin Proler from allowing Schnitzer any role in management of three joint
ventures in which Proler and Hugo Neu are both owners. As previously announced,
on September 26, 1996, Hugo Neu transmitted a notice of arbitration to Proler
calling for arbitration of certain alleged disputes relating to the joint
ventures.
To Proler's knowledge, Hugo Neu has not requested any hearing or
otherwise sought to have the court take action on Hugo Neu's preliminary
injunction petition.
As previously announced, Proler and Schnitzer signed a definitive
agreement on September 15, 1996, 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, and Schnitzer's tender offer commenced on September 20, 1996.
Proler also learned today that Hugo Neu has filed a notice to transfer
Proler's Texas state court action against Hugo Neu to federal court. Proler
filed suit against Hugo Neu in Harris County, Texas on September 25, 1996,
alleging that Hugo Neu is tortiously interfering with Proler's merger agreement
with Schnitzer. A Proler stockholder who is a resident of New York has joined in
the Texas action claiming that Hugo Neu is tortiously interfering with the
contract rights, prospective contract rights and business relations of Proler
stockholders seeking to accept Schnitzer's tender offer. Proler believes that
Hugo Neu's removal of the state court action to federal court is improper, and
intends to seek to have the Texas action returned to the state court.
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
