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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. 8
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. 8 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. The purpose of this Amendment No. 8 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. 8 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
(f) thereof:
(f) On November 1, 1996, Schnitzer issued a press release announcing
that it had extended its tender offer to purchase all outstanding shares of the
Company for $7.50 per share until 5:00 p.m., Eastern time on Friday, November
15, 1996. The extension also extended the period for withdrawal rights until
November 15, 1996. A copy of Schnitzer's November 1, 1996 press release is
attached hereto as Exhibit 20 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit 20 - Press Release issued by Schnitzer Steel Industries, Inc.
dated November 1, 1996.
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: /s/ BRUCE W. WILKINSON
BRUCE W. WILKINSON
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Dated: November 4, 1996
3
EXHIBIT 20
[SCHNITZER STEEL INDUSTRIES, INC. LETTERHEAD]
PRESS RELEASE
November 1, 1996
For immediate release
Contact: Tom Zelenka
(503) 323-2821
SCHNITZER STEEL INDUSTRIES, INC. ANNOUNCES EXTENSION
OF TENDER OFFER TO ACQUIRE PROLER INTERNATIONAL CORP.
Portland, Oregon - Schnitzer Steel Industries, Inc. (NASDAQ: SCHN) today
announced that it has extended its tender offer to purchase all outstanding
shares of Proler International Corp. (Proler) for $7.50 per share in cash until
5:00 p.m., Eastern time on Friday, November 15, 1996. The extension will also
extend the period for withdrawal rights until November 15, 1996. The tender
offer was previously extended from October 18, 1996 to November 1, 1996. 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.
Schnitzer's tender offer commenced on September 20, 1996.
As of 5:00 p.m. Eastern time on October 31, 1996 approximately 2.8 million
shares of Proler common stock had been tendered. Except for the extension of the
tender offer, 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 Rolling 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 manufactures rebar, merchant bar, fence
posts, special sections and grape stakes. In addition, Cascade maintains mill
depots in the Union City and El Monte, California.
