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. 11
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.
<PAGE>
This Amendment No. 11 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. 11 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. 11 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
(d) thereof:
On November 14, 1996, Hugo Neu Corporation ("HNC") issued a press
release announcing that it had increased the offer price in its proposal to
acquire the Company to $9.00 per share in cash, and that its revised proposal
was not subject to any financing condition. A copy of HNC's November 14, 1996
press release is attached hereto as Exhibit 25 and is incorporated herein by
reference.
Item 8 of the Schedule 14D-9 is amended to add the following section (h)
thereof:
(h) On November 15, 1996, Schnitzer issued a press release announcing
that it had increased the offer price in its tender offer to $9.00 per share in
cash, and extended its tender offer until 12:00 p.m. Eastern time on Friday,
November 29, 1996, as required by Commission regulations. The extension also
extended the period for withdrawal rights indefinitely until shares are accepted
for payment by Schnitzer pursuant to the tender offer. Schnitzer also confirmed,
as previously announced by the Company, that it had waived certain conditions to
Schnitzer's completion of its tender offer under the Merger Agreement. A copy of
Schnitzer's November 15, 1996 press release is attached hereto as Exhibit 26 and
is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
- ----------- --------
Exhibit 25 - Press Release issued by Hugo Neu Corporation dated
November 14, 1996.
Exhibit 26 - Press Release issued by Schnitzer Steel Industries, Inc.
dated November 15, 1996.
2
<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: November 15, 1996
3
EXHIBIT 25
HUGO NEU CORPORATION ANNOUNCES REVISED PROPOSAL
Merge with Proler International Corporation; Removes Financing
conditions
NEW YORK--(BUSINESS WIRE)--Nov. 14, 1996--
--Revised Proposal Superior in Price; offers Greatest
Benefit to
Shareholders, Employees, Vendors and Customers--
- -Advisors of Hugo Neu and Proler Expected to Meet Today--
Hugo Neu Corporation announced today that it has increased its proposal
to Proler International Corporation (NYSE:PS) to acquire all of its outstanding
common stock to a cash price of $9.00 per share, subject to the execution and
delivery of a merger agreement with Proler. The revised proposal is not subject
to a financing condition.
Hugo Neu Corporation was advised that the Proler Board did not accept an
earlier revised proposal at $8.25 that was also not subject to financing, but
instead asked its advisors to explore the status and details of the financing.
The advisors are scheduled to meet today.
Hugo Neu stated, "Hugo Neu has the commitments in place for the
necessary financing and is very serious about its proposal to merge with
Proler. Hugo Neu's proposal is at a 20% premium over Schnitzer's bid. Our
proposal is superior in price and, given our 30 year relationship with Proler,
offers the greatest benefit to shareholders, customers, vendors and employees."
Hugo Neu further stated, "Hugo Neu Corporation believes the Proler Board
has to take Hugo Neu's offer seriously. As Hugo Neu is a partner of Proler in
various joint ventures, which constitute Proler's most significant assets, it is
the logical purchaser for the Company. Hugo Neu believes that allowing Schnitzer
Steel Industries, Inc. (NASDAQ:SCHN) to acquire Proler, and become Hugo Neu's
partner, ultimately will be unsatisfactory to Schnitzer, Hugo Neu and the joint
ventures. Schnitzer's management style is inconsistent with that of the Hugo Neu
organization and will inevitably put the parties on a collision course."
Hugo Neu Corporation further has instructed its counsel to apply
immediately to the Court for appropriate relief that will enable Hugo Neu to
present its higher competing bid to Proler's public shareholders.
Hugo Neu has previously instituted legal proceedings which are pending
challenging Proler's previously announced merger agreement with Schnitzer
pursuant to which Schnitzer has made a tender offer for Proler shares at $7.50
per share. Hugo Neu contends, among other things, that Proler's agreement with
Schnitzer, a significant competitor, breaches Proler's fiduciary obligations to
Hugo Neu and the Joint Ventures.
Hugo Neu Corporation is a privately-held, family business involved in
the recovery, recycling and exporting of scrap metals--including through
significant joint ventures with Proler-and in industrial real estate
development.
CONTACT: Edelman Financial
Kerry O'Brien/Elliot Sloane
212-704-8292/704-8126
EXHIBIT 26
PRESS RELEASE
November 15, 1996
For immediate release
Contact: Tom Zelenka
(503)323-2821
SCHNITZER STEEL INDUSTRIES, INC. ANNOUNCES INCREASE
IN TENDER OFFER TO ACQUIRE
PROLER INTERNATIONAL CORP. TO $9.00 PER SHARE
Portland, Oregon - Schnitzer Steel Industries, Inc. (NASDAQ:SCHN) today
announced that it has increased the offer price in its tender offer to purchase
all outstanding shares of Proler International Corp. (Proler) to $9.00 per share
in cash and extended its tender offer until 12:00 p.m., Eastern time on Friday,
November 29, 1996. This ten (10) day extension is required by Securities and
Exchange Commission regulations when the offer price changed. The extension also
extends the period for withdrawal rights indefinitely until shares are accepted
for payment by Schnitzer pursuant to the tender offer. As previously announced,
on September 15, 1996 Schnitzer and Proler signed a definitive merger 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. The tender offer was
previously extended from October 18, 1996 to November 15, 1996. Schnitzer's
tender offer commenced on September 20, 1996.
Schnitzer also confirmed, as previously announced by Proler, that Schnitzer
waived its rights to terminate the tender offer in the event of (i) any past or
prospective event having a material adverse effect on Proler, (ii) any past or
prospective breach by Proler of any representations or warranties made to
Schnitzer in the merger agreement, and (iii) any past default by Proler in
performing or complying with any obligations, covenants or agreements with
Schnitzer contained in the merger agreement. Schnitzer also eliminated, as a
condition to its second merger step, the condition that there be no litigation
against Proler or Schnitzer seeking to prevent the merger.
As of 5:00 p.m. Eastern time on November 14, 1996 approximately 2.6 million
shares of Proler common stock had been tendered. Except as described above, the
terms of the tender offer remain unchanged.
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 Rollings 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 manufacturers rebar, merchant bar, fence
posts, special sections and grape stakes. In addition, Cascade maintains mill
depots in Union City and El Monte, California.
