<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
PROLER INTERNATIONAL CORP.
(Name of Subject Company)
PIC ACQUISITION CORPORATION
(Bidder)
COMMON STOCK, $1.00 PAR VALUE
(Including the associated rights)
(Title of Class of Securities)
743396-10-3
(CUSIP Number of Class of Securities)
ANTON U. PARDINI
SCHNITZER STEEL INDUSTRIES, INC.
3200 N.W. YEON AVENUE
PORTLAND, OREGON 97210
(503) 323-2807
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
STUART W. CHESTLER
STOEL RIVES LLP
900 SW FIFTH AVENUE, SUITE 2300
PORTLAND, OREGON 97204-1268
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CALCULATION OF FILING FEE
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<S> <C>
Transaction Valuation* Amount of Filing Fee*
$35,404,125 $7,081
</TABLE>
* The transaction valuation assumes the purchase of 4,720,550 shares of Common
Stock together with the associated stock rights of Proler International
Corp. at $7.50 per share in cash, which is based on the number of shares of
Common Stock represented by the Company to be outstanding (4,717,356) and
the number of shares of Common Stock issuable under restricted stock awards
(3,194) as of September 15, 1996. The amount of the filing fee, calculated
in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934,
equals 1/50 of one percent of the cash offered by the Bidder.
/X/
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid:......... $7,081
Form or Registration No.:....... Schedule 14D-1
Filing Party:................... PIC Acquisition
Corporation
Date Filed:..................... September 20, 1996
</TABLE>
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CUSIP No. 743396-10-3
14D-1
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------
1. Name of reporting person
SS or I.R.S. Identification No. of above person
PIC Acquisition Corporation, I.R.S. No.: Applied For
- -------------------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group (a) / /
(b) / /
- -------------------------------------------------------------------------------------------
3. SEC Use Only
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4. Sources of Funds
AF
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5. Check box if disclosure of legal proceedings is required pursuant to Items 2(e) /X/
OR 2(f)
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6. Citizenship or place of organization
Delaware
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7. Aggregate amount beneficially owned by each reporting person
None (0)
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8. Check box if the aggregate amount in row (7) excludes certain shares. / /
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9. Percent of class represented by amount in row (7)
None (0)
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10. Type of reporting person
CO
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</TABLE>
2
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ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) is amended by adding the following:
The information set forth in the Press Release dated October 7, 1996, a copy
of which is attached hereto as Exhibit (a)(9), is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Offer to Purchase, dated September 20, 1996.+
(2) Letter of Transmittal.+
(3) IRS Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.+
(4) Form of Summary Advertisement, dated September 20, 1996.+
(5) Form of Notice of Guaranteed Delivery.+
(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.+
(7) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.+
(8) Press Release, dated September 16, 1996.+
(9) Press Release, dated October 7, 1996*
(b) Credit Agreement dated as of March 27, 1995, among Schnitzer, the
syndicate of lenders party thereto and The First National Bank of
Chicago, as Agent.+
(c) (1) Agreement and Plan of Merger, dated September 15, 1996, among the
Purchaser, Schnitzer and the Company.+
(2) Agreement with Depositary.+
(3) Agreement with Information Agent.+
(d) Not applicable.+
(e) Not applicable.+
(f) The Offer to Purchase and the Letter of Transmittal are incorporated
herein by reference.+
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* Filed herewith.
+ Previously filed.
3
<PAGE>
SIGNATURE
After due 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.
Date: October 7, 1996
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<TABLE>
<S> <C> <C> <C>
PIC ACQUISITION CORPORATION
By: /s/ ANTON U. PARDINI
-----------------------------------------
Name: Anton U. Pardini
-----------------------------------
Title: Assistant Secretary and General Counsel
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</TABLE>
<PAGE>
JOINT NEWS RELEASE
CONTACTS:
SCHNITZER STEEL:
TOM ZELENKA
(503)-323-2821
PROLER:
MICHAEL LOY
(703)-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) -- 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 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 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.
