================================================================================
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. 6
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. 6 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. 6 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. 6 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 (d)
thereof:
(d) On October 16, 1996, the Company announced that it had entered into a
confidentiality agreement with Hugo Neu Corporation ("HNC") to provide HNC
certain non-public Company information. The confidentiality agreement permitted
HNC to conduct a due diligence investigation of the Company, as permitted under
the Merger Agreement, in order for HNC to determine whether or not to make an
offer to acquire the Company. In a letter requesting the information, HNC
advised the Company that it had not determined whether to make any offer for the
Company and that it had not concluded negotiations with lenders to finance an
offer in the event that it determined to make one. A copy of the press release
issued by the Company announcing the execution of the confidentiality agreement
is attached hereto as Exhibit 17 and is incorporated herein by reference.
2
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
- ----------- --------
Exhibit 17 -- Press Release issued by Proler International Corp. dated
October 16, 1996.
3
<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: October 16, 1996
NEWS RELEASE
FROM...
[PROLER INTERNATIONAL CORP. LOGO]
FOR FURTHER INFORMATION CONTACT:
Michael Loy, Chief Financial Officer
Phone: (713) 627-3737 Fax: (713) 627-2737
FOR IMMEDIATE RELEASE
PROLER INTERNATIONAL CORP. AND HUGO NEU CORPORATION
SIGN CONFIDENTIALITY AGREEMENT
Houston, Texas: October 16, 1996 - Proler International Corp. (NYSE:PS)
announced today that it has entered into a confidentiality agreement to provide
Hugo Neu Corporation certain non-public Proler information. The confidentiality
agreement will permit Hugo Neu to conduct a "due diligence" investigation of
Proler, as permitted under Proler's previously announced merger agreement with
Schnitzer Steel Industries, Inc., in order for Hugo Neu to decide whether or not
to make an offer to acquire Proler. In a letter requesting access to this
information, Hugo Neu advised Proler that it has not determined whether to make
any offer for Proler and that it has not concluded negotiations with lenders to
finance an offer if it determines to make one.
As previously announced, Proler has sued Hugo Neu in Texas for tortious
interference with the Schnitzer tender offer and merger, and Hugo Neu has
commenced litigation in New York, as well as purported arbitration proceedings,
seeking to block Proler's merger with Schnitzer. Hugo Neu has not withdrawn its
attacks on the Proler-Schnitzer agreement, and Proler continues to believe such
attacks are without any basis and are being pursued by Hugo Neu in bad faith.
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.
