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. 3
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. 3 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. 3 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. 3 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 2, 1996, the Company and HNC reached an agreement for the
dissolution of the Temporary Order. Pursuant to a Stipulated Agreement between
the Company and HNC (the "Stipulated Agreement"), HNC agreed to instruct
employees of the joint ventures to cooperate with Proler in the process of
supplying information regarding the joint ventures to Schnitzer and agreed to
stipulate to the dissolution of the Temporary Order as of October 2, 1996, and
Proler agreed to furnish HNC with copies of all information furnished to
Schnitzer regarding the joint ventures. In addition, Proler and Schnitzer
entered into a revised Confidentiality Agreement regarding Schnitzer's treatment
of information provided to it with respect to the joint ventures. The
Stipulation Agreement is without prejudice to the claims that have been asserted
by Proler and HNC against each other in the Texas Action, the New York Action
and in the Arbitration Notice.
A copy of the Stipulated Agreement is attached hereto as Exhibit 11 and
incorporated herein by reference. A copy of the Stipulation Dissolving Temporary
Restraining Order is attached hereto as Exhibit 12 and incorporated herein by
reference. A copy of the revised Confidentiality Agreement is attached hereto as
Exhibit 13 and incorporated herein by reference. A copy of the press release
issued by the Company in connection with the Stipulated Agreement and
dissolution of the Temporary Order is attached hereto as Exhibit 14 and
incorporated herein by reference.
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<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit 11 - Stipulated Agreement dated as of October 2, 1996 between Proler
International Corp. and Hugo Neu Corporation.
Exhibit 12 - Stipulation Dissolving Temporary Restraining Order dated October
2, 1996.
Exhibit 13 - Confidentiality Agreement dated as of June 11, 1996 between
Proler International Corp. and Schnitzer Steel Industries, Inc.
Exhibit 14 - Press Release issued by Proler International Corp. dated
October 2, 1996.
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<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
Burce W. Wilkinson
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: October 3, 1996
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EXHIBIT 11
STIPULATED AGREEMENT
This stipulated agreement ("Agreement") between Proler International
Corp. ("Proler") and Hugo Neu Corporation ("HNC"), acting through their
respective counsel, is entered as of October 2, 1996.
WHEREAS Proler and Hugo Neu are members of three joint ventures (the
"Joint Ventures");
WHEREAS Proler has entered into an agreement and plan of merger
("Merger Agreement") with Schnitzer Steel Industries, Inc. and PIC Acquisition
Corporation (collectively, "Schnitzer"), pursuant to which Proler agreed to
provide Schnitzer certain "due diligence" information ("Information") concerning
the Joint Ventures;
WHEREAS a dispute has arisen between HNC and Proler concerning
(among other things) the propriety of Proler making Information concerning the
Joint Ventures available to Schnitzer, and the manner and terms pursuant to
which Proler may do so, and the propriety of HNC's alleged conduct regarding
Proler and Schnitzer with respect to the Merger Agreement and the transactions
contemplated thereby, including without limitation the obtaining of the TRO and
the notice and pursuit of the Arbitration (both of which are defined below);
WHEREAS Proler has commenced a proceeding against HNC in the
District Court of Harris County, Texas, arising, among other things, out of
HNC's alleged conduct regarding Proler and Schnitzer with respect to the Merger
Agreement and the transactions contemplated thereby ("Texas Proceeding");
<PAGE>
2
WHEREAS HNC has provided Proler with a notice calling for an
arbitration against Proler arising, among other things, out of Proler's entry
into the Merger Agreement, and the disclosure of Information to Schnitzer
concerning the Joint Ventures (the "Arbitration");
WHEREAS HNC has commenced a proceeding seeking an injunction in aid
of arbitration against Proler to prohibit certain disclosures of Information
concerning the Joint Ventures (the "Special Proceeding"), and the Supreme Court
of the State of New York, County of New York, issued, EX PARTE, a temporary
restraining order at HNC's request prohibiting Proler from making certain
Information available to Schnitzer without HNC's consent (the "TRO");
WHEREAS Proler has removed the Special Proceeding to the United
States District Court for the Southern District of New York, as action 96 Civ.
7353 (WK), and HNC has filed a motion to remand the Special Proceeding to the
Supreme Court of the State of New York, County of New York; and
WHEREAS HNC and Proler wish to obviate the need for judicial
intervention relating to the issues raised by the TRO, and to establish terms
and conditions pursuant to which Proler may, if it wishes, make information
available to Schnitzer, all without prejudice to the parties' respective legal
positions.
NOW, therefore, it is hereby STIPULATED as follows:
1. Proler shall cause Schnitzer to execute not later than the close
of business on October 1, 1996 a revised confidentiality agreement in the form
attached hereto as Exhibit A (the "Confidentiality Agreement"), which shall
govern Schnitzer's
<PAGE>
3
treatment of all Information heretofore and hereafter provided to it concerning
the Joint Ventures pursuant to the Merger Agreement and the Confidentiality
Agreement.
2. Proler shall provide to HNC photocopies of all documents provided
by it to Schnitzer concerning the Joint Ventures, including copies of the
portions of those schedules attached to the Merger Agreement to the extent that
they pertain to the Joint Ventures, and shall deliver to HNC's attorneys in New
York City a substantial quantity of such documents on or before 5:30 p.m. on
October 4, 1996, and any remaining documents on or before 5:30 p.m. on October
8, 1996. To the extent that Proler hereafter provides documents to Schnitzer
pursuant to the Confidentiality Agreement and the Merger Agreement that are or
were obtained from the Joint Ventures or reflect information provided at any
time by the Joint Ventures, Proler shall promptly provide photocopies of such
documents to HNC. An inadvertent failure by Proler to produce photocopies
pursuant to this section shall not be deemed a material breach of this Agreement
that would excuse performance by HNC of any of its obligations under this
Agreement.
3. On or before 4:00 p.m. on October 2, 1996, the parties shall
execute a stipulation for entry by the Court in the form annexed as Exhibit B,
and the parties shall treat the TRO as dissolved immediately upon the filing of
the executed stipulation with the Court.
4. HNC and Proler shall hereafter provide reasonable advance notice
to the other party through its counsel before seeking any injunctive relief,
including a temporary restraining order or preliminary injunction, relating in
any way
<PAGE>
4
to the Merger Agreement, the transactions contemplated hereby, or any other
dispute between the parties.
5. HNC acknowledges that Proler intends to continue to supply
Information to Schnitzer and its representatives subject to the Confidentiality
Agreement, including by, without limitation: (a) instructing the Joint Venture
personnel to provide copies of documents to Schnitzer and its representatives,
and with respect to those documents that Schnitzer is permitted to inspect but
of which it may not retain copies pursuant to the Confidentiality Agreement,
instructing the Joint Venture personnel to facilitate such inspections; and (b)
permitting Schnitzer representatives to make on-site visits to Joint Venture
locations, and instructing Joint Venture personnel to communicate with Schnitzer
representatives to the extent necessary and customary in a "Phase I"
environmental review. HNC will instruct Joint Venture personnel to cooperate
with Proler in such process (subject to the performance by Proler of its
obligations under the Confidentiality Agreement).
6. Notwithstanding any other provision of this Agreement or of the
Confidentiality Agreement, Proler shall not make available to Schnitzer, either
directly or indirectly, information disclosing unconsummated (E.G., where scrap
has not yet been delivered by the supplier or delivered to the customer)
purchases from suppliers or sales to customers of the Joint Ventures.
7. Notwithstanding the foregoing, HNC and Proler each continue to
have various claims against each other, and each reserves the right to seek all
appropriate relief (other than any form of temporary or preliminary injunctive
relief that would prohibit or restrict performance of any of the obligations
undertaken in this
<PAGE>
5
Agreement) with respect to such claims in any action, proceeding, arbitration or
other dispute resolution forum, including without limitation in the Arbitration,
the Texas Proceeding or the Special Proceeding. Neither this Agreement nor any
action undertaken by the parties hereto in compliance with this Agreement shall
prejudice either HNC or Proler with respect to their respective positions
regarding any dispute between the parties, including without limitation their
respective positions concerning whether any particular forum (including without
limitation courts in New York, Texas or elsewhere, or one or more arbitral
tribunals) has jurisdiction or is otherwise an appropriate forum for the
resolution of any of the dispute between Proler and HNC.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first indicated above.
HUGO NEU CORPORATION
By: Paul Weiss Rifkind Wharton & Garrison
/s/ MARTIN FLUMENBAUM
Martin Flumenbaum, A Member of the Firm
PROLER INTERNATIONAL CORP.
By: Cleary Gottlieb Steen & Hamilton
/s/ RICHARD ZIEGLER
Richard Ziegler, A Member of the Firm
EXHIBIT 12
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
________________________________ x
HUGH NEU CORPORATION, :
Petitioner, : 96 Civ. 7353 (WK)
-against- : STIPULATION DISSOLVING
TEMPORARY RESTRAINING
PROLER INTERNATIONAL CORP., : ORDER
Respondent. :
________________________________ x
It is hereby stipulated that the temporary restraining order ("TRO")
entered by the Supreme Court of the State of New York, County of New York, in
this proceeding on September 24, 1996, and the bond filed by petitioner in
conjunction with issuance of the TRO on September 27, 1996 with the New York
County Clerk, each shall be deemed dissolved, and each shall be of no further
force or effect.
Dated: New York, New York
October 2, 1996
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
By:/s/ MARTIN FLUMENBAUM
Martin Flumenbaum (MF-9067)
Attorneys for Petitioner
<PAGE>
CLEARY, GOTTLIEB, STEEN & HAMILTON
One Liberty Plaza
New York, New York 10006-1470
212-225-2000
By:/s/ RICHARD F. ZIEGLER
Richard F. Ziegler (RZ-0872)
SO ORDERED
Dated:
/s/ WHITMAN KNAPP
U.S.D.J.
EXHIBIT 13
[Proler International Corp. Letterhead]
As of June 11, 1996
Schnitzer Steel Industries, Inc.
3200 Northwest Yeon Avenue
Portland, Oregon 97210
Attention: Mr. Robert W. Philip
Dear Gentlemen:
You have advised us of your interest in exploring a possible negotiated
transaction involving you and Proler International Corp. (the "Company"). In
connection with your analysis of a possible negotiated transaction with the
Company, you have requested and/or may request certain oral and written
non-public information concerning the Company, its subsidiaries and Joint
Operations which may be supplied to you by officers, directors, employees and/or
agents or representatives of the Company (collectively, the "Information"). As
used in this letter, the term "Joint Operations" shall refer to the scrap metal
joint ventures owned in part by the Company and its subsidiaries, and the term
"Joint Venture Parties" shall refer to all owners of the Joint Operations other
than the Company. As a condition to being furnished with the Information, you
agree (and agree to cause your directors, officers and employees) to treat the
Information in accordance with the following:
1. The Information will be used solely for the purposes of evaluating a
possible transaction between the Company and you and not used in any way
directly or indirectly detrimental to the Company, its subsidiaries or Joint
Operations or any of the Joint Venture Parties in their capacities as such.
Unless and until you have completed a transaction with the Company pursuant to a
definitive agreement (the "Transaction Agreement"), such Information will be
kept confidential by you and your advisors; provided, however, that you may
disclose the Information or portions thereof to those of your directors,
officers and employees and representatives of your advisors (collectively,
"Representatives") who need to know such Information for the purpose of
evaluating your possible transaction with the Company (it being understood that
you will inform those Representatives of the confidential nature of the
Information and direct them not to disclose the Information to any other
person). You agree to be responsible for any breach of this Agreement by your
Representatives.
<PAGE>
If you are requested or required (by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative demands or
similar processes) to disclose any Information supplied to you in the course of
your dealings with the Company or its representatives or the Joint Operations,
you will (i) provide the Company and the Joint Venture Parties (with respect to
Joint Operations matters) with prompt notice of such request(s) and the document
requested so that the Company and the Joint Venture Parties (with respect to
Joint Operations matters) may seek an appropriate protective order and/or waive
your compliance with the provisions of this Agreement, and (ii) consult with the
Company and the Joint Venture Parties (with respect to Joint Operations matters)
as to the advisability of the Company and the Joint Venture Parties taking
legally available steps to resist or narrow such request. If in the absence of a
protective order or the receipt of a waiver hereunder you are nonetheless, in
the written opinion of your legal counsel, compelled to disclose Information
concerning the Company or the Joint Operations, you may disclose such
Information without liability hereunder; provided, however, that you shall give
the Company and the Joint Venture Parties (with respect to Joint Operations
matters) written notice of such Information as far in advance of its disclosure
as is practicable and shall use reasonable efforts to obtain, to the greatest
extent practicable, an order or other reliable assurance that confidential
treatment will be accorded to such Information required to be disclosed or
produced.
2. The term "Information" does not include any information which (i) is or
hereafter becomes generally available to and known by the public (other than as
a result of an unpermitted disclosure directly or indirectly by you or your
Representatives), (ii) is or becomes available to you on a nonconfidential basis
from a source other than the Company or its advisors, or the Joint Ventures or
any of the Joint Venture Parties provided that such source is not at the time of
such disclosure bound by a confidentiality agreement with or other obligation of
secrecy to the Company or the Joint Ventures or any of the Joint Venture Parties
of which you have knowledge or (iii) have already been or is hereafter
independently acquired or developed by you without violating any confidentiality
agreement with or other obligation of secrecy to the Company or the Joint
Ventures or any of the Joint Venture Parties.
3. If you do not proceed with a transaction with the Company or if the
Company so requests, you will return promptly to the Company and the Joint
Operations (with respect to Joint Operations matters) all copies, extracts or
other reproductions in whole or in part of the Information in your possession or
in the possession of your Representatives, and you will destroy all copies of
any memoranda, notes, analyses, compilations, studies or other documents
prepared by you or for your use based on, containing or reflecting any
Information. Such destruction shall, if requested, be certified in writing to
the Company and the Joint Operations by an authorized officer supervising such
destruction. Notwithstanding the foregoing, you may retain a list of all
Information provided to you by the Company, provided that a copy of such list is
delivered to the Company together with any Information returned to the Company
pursuant to this Agreement.
4. Without the prior written consent of the Company, you will not, and
will direct your Representatives not to, disclose to any person either the fact
that any investigations, discussions or negotiations are taking place concerning
a possible transaction between the Company and you, or that you have requested
or received Information from the Company, or
<PAGE>
any of the terms, conditions or other facts with respect to any such possible
transaction, including the status thereof. The term "person" as used throughout
this Agreement will be interpreted broadly to include, without limitation, any
corporation, company, partnership or individual.
5. Upon reasonable notice to the Joint Venture Parties, you may conduct a
physical inspection of all or any of the physical properties of the Joint
Operations, provided that you do not interfere with the operation thereof. Such
inspection may include having a reputable, nationally or regionally recognized
environmental consultant reasonably acceptable to the Company and the Joint
Venture Parties conduct a Phase I environmental inspection or assessment of the
properties. The scope of any environmental inspection other than a Phase I
environmental inspection shall be subject to the prior written approval of the
Company and the Joint Venture Parties. You agree that any consultant retained by
you shall be familiar with the ferrous and non-ferrous scrap metal industry,
scrap yard operations and environmental issues relating thereto. Any such
consultant retained to conduct other than a Phase I inspection shall have
liability insurance coverage of a type and amount acceptable to the Joint
Operations and each of the Joint Venture Parties. You will require any
consultant retained to conduct other than a Phase I inspection to name the
Company, the applicable Joint Operations and each of the Joint Venture Parties
as additional insureds on the consultant's policies. Nothing herein shall
authorize any testing or sampling activities on any property by you or your
environmental consultant, including without limitation, subsurface testing or
drilling. You shall make all inspections in good faith and with due diligence
and will make all reports and other results of the inspections available to the
Company and to the Joint Venture Parties immediately upon such party's request.
Any reports issued shall first be generated in draft form. No environmental
report will be made final until the Company and the Joint Venture Parties shall
have had reasonable opportunity to review the draft (if the Company or they wish
to do so) and to correct factual inaccuracies therein. The Company and the Joint
Venture Parties shall have the right to have a representative present at the
time of making any such inspection. In making any inspection hereunder, you will
treat all information obtained by you or your environmental consultant pursuant
to the inspection as strictly confidential Information hereunder. You agree to
indemnify and hold the Company, the Joint Operations and each of the Joint
Venture Parties, their tenants, contractors and employees harmless from any and
all injuries, losses, liens, claims, judgments, liabilities, costs, expenses or
damages (including reasonable attorneys' fees and court costs) sustained by or
threatened against them which result from or arise out of any personal injury or
property damage (including any environmental release) caused by or arising out
of physical inspections by you or your representatives, consultants,
contractors, or subcontractors. The inspections will be undertaken and completed
as promptly as is reasonably practicable.
6. You understand and acknowledge that the Company is not making any
representation or warranty, express or implied, as to the accuracy or
completeness of the Information, and neither the Company, the Joint Operations
or the Joint Venture Parties nor any of their directors, officers, employees,
stockholders, owners, affiliates, Representatives or agents will have any
liability to you or any other person resulting from your use of the Information.
Only those representations or warranties that are made to you in a definitive
Transaction Agreement when, as, and if it is executed, and subject to such
limitations and restrictions as may be specified in such Transaction Agreement,
will have any legal effect.
<PAGE>
7. You agree that until the expiration of two years from the date of this
Agreement, you shall not without the prior written approval of the Company (i)
in any manner acquire, agree to acquire or make any proposal to acquire,
directly or indirectly, any securities, assets or property of the Company or any
of its subsidiaries, whether such agreement or proposal is with the Company or
any of its subsidiaries or with a third party, (ii) propose to enter into,
directly or indirectly, any merger or other business combination involving the
Company or any of its subsidiaries, (iii) make, or in any way participate,
directly or indirectly, in any "solicitation" of "proxies" (as such terms are
used in the proxy rules of the Securities and Exchange Commission) to vote, or
seek to advise or influence any person with respect to the voting of, any voting
securities of the Company or any of its subsidiaries, (iv) form, join or in any
way participate in a "group" (with the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 with respect to any voting securities of the
Company or any of its subsidiaries, (v) otherwise act, alone or in concert with
others, to seek to control or influence the management, Board of Directors or
policies of the Company, (vi) disclose any intention, plan or arrangement
inconsistent with the foregoing; or (vii) advise, encourage, provide assistance
(including financial assistance) to or hold discussions with any other person in
connection with any of the foregoing. You also agree during such period not to
(i) request the Company (or its directors, officers, employees or agents),
directly or indirectly, to amend or waive any provision of this paragraph
(including this sentence), or (ii) take any action which might require the
Company to make a public announcement regarding the possibility of a business
combination or merger.
8. You agree that until the expiration of two years from the date of this
Agreement, you shall not, without the prior written approval of each of the
relevant Joint Operations: (i) initiate or maintain contact (except for contacts
that you would have made regardless of having been furnished Information and
that do not violate your undertakings in paragraph 1 or other provisions of this
Agreement) with any officer, director, employee or agent of the Joint
Operations, (ii) hire any employee of the Joint Operations or any of the Joint
Venture Parties (provided, however, that you may hire any such person who first
contacts you on an unsolicited basis seeking employment but, in such event, you
shall have the burden of proving, in any action asserting breach by you of the
provisions of this clause (ii), that such person did first contact you on an
unsolicited basis seeking employment), or (iii) contact or otherwise engage in
discussions with the Joint Operations' customers, suppliers, landlords or any
other person in contractual or business relations with the Joint Operations
(except such contacts or discussions with such persons that you would have
engaged in regardless of having been furnished Information and that do not
violate your undertakings in paragraph 1 or any other provisions of this
Agreement).
9. You hereby acknowledge that you are aware, and that you have advised or
will advise your directors, officers, employees, agents, advisors and any other
Representatives who are informed as to the matters which are the subject of this
Agreement, that the United States securities laws may prohibit any person who
has material, non-public information concerning the matters which are subject of
this Agreement from purchasing or selling securities of a company which may be a
party to a transaction of the type contemplated by this Agreement or from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell such
securities.
<PAGE>
10. You also understand and agree that unless and until a definitive
Transaction Agreement has been executed and delivered, no contract or agreement
providing for a transaction with the Company shall be deemed to exist between
you and the Company, and neither the Company nor you will be under any legal
obligation of any kind whatsoever with respect to such transaction by virtue of
this or any written or oral expression thereof, except, in the case of this
Agreement, for the matters specifically agreed to herein. For purposes of this
paragraph, the term "definitive Transaction Agreement" does not include any
executed letter of intent or any other preliminary written agreement, nor does
it include any written or verbal acceptance of an offer or bid made by you.
11. You agree that the Company, the Joint Operations and any of the Joint
Venture Parties shall be entitled to equitable relief, including injunction and
specific performance, in the event of any breach of the provisions of this
Agreement that are in favor of or for the benefit of such persons, in addition
to all other remedies available to the Company at law or in equity. You also
further agree that service of any process, summons, notice or document by U.S.
registered mail to your address set forth above shall be effective service of
process for any action, suit or proceedings brought against you in any court.
You hereby irrevocably and unconditionally consent to submit to the
non-exclusive jurisdiction of the United States District Courts located in the
State of New York and the State of New Jersey (or if such District Courts
decline jurisdiction, the Courts of the State of New York and New Jersey) for
any actions, suits or proceedings brought by the Joint Operations or the Joint
Venture Parties arising out of or relating to this Agreement.
12. You agree that the Company reserves the right, in its sole and
absolute discretion, to reject any or all proposals, to decline to furnish
further Information and to terminate discussions and negotiations with you at
any time. The exercise by the Company of these rights shall not affect the
enforceability of any provision of this Agreement.
13. All notices and communications referred or permitted to be made by you
to the Company pursuant to this Agreement will be made to the Company,
Attention: President, 4265 San Felipe, Suite 900, Houston, Texas 77027.
14. This Agreement is for the benefit of, and shall be enforceable by, the
Company, the Joint Operations and each of the Joint Venture Parties (who are
each hereby made third party beneficiaries hereof as to the provisions of this
Agreement that are in favor of or for the benefit of such persons) and will be
governed and construed in accordance with the laws of the State of Texas. You
expressly agree that each Joint Venture Party, singly, shall have standing to
assert on behalf of the Joint Operations any cause of action, any claim for
relief as contemplated by paragraph 11 or any other claim for any remedy
available to the Joint Operations in the event of your breach of any provisions
of this Agreement that are in favor of or for the benefit of the Joint
Operations.
15. Especially sensitive information, including, without limitation,
environmental test data or documents relating to environmental matters, made
available to you for examination at the locations of the Joint Operations shall
not be copied by you without in each case the written consent of the Joint
Venture Parties.
<PAGE>
If you agree with the foregoing, please sign this letter and return one
executed copy, which will constitute our agreement with respect to the subject
matter of this letter.
Very truly yours,
PROLER INTERNATIONAL CORP.
By:/s/ BRUCE WILKINSON
Bruce Wilkinson
President
Confirmed and Agreed as of the date written above:
SCHNITZER STEEL INDUSTRIES, INC.
By/s/ ROBERT W. PHILIP
Printed Name: ROBERT W. PHILIP
Title: PRESIDENT
EXHIBIT 14
NEWS RELEASE
FROM ...
[Proler International Corp. logo]
CONTACT:
Michael F. Loy
Vice President - Finance
(713) 963-5904
PROLER INTERNATIONAL CORP. ANNOUNCES
DISSOLUTION OF TEMPORARY RESTRAINING ORDER
Houston, Texas (October 2, 1996) - Proler International Corp. (NYSE:PS)
today announced that Hugo Neu Corporation has agreed to a dissolution of the
temporary restraining order previously obtained by Hugo Neu from a New York
court without notice to Proler. The order had temporarily prohibited Proler from
disclosing certain information to Schnitzer Steel Industries, Inc. regarding
three joint ventures in which Proler and Hugo Neu are both owners.
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 tender offer commenced on September 20, 1996. Pursuant to the merger
agreement, Proler agreed to provide certain information to Schnitzer regarding
its business, including information with respect to the joint ventures.
Proler also announced that Hugo Neu has agreed to instruct employees of
the joint ventures to cooperate with Proler in the process of supplying
information to Schnitzer regarding the joint ventures, subject to a revised
confidentiality agreement between Proler and Schnitzer. This agreement between
Proler and Hugo Neu does not affect other claims that, as previously disclosed,
have been asserted by Proler and Hugo Neu against each other in litigation in
Texas and New York and in a notice from Hugo Neu to Proler calling for
arbitration. In particular, the agreement does not affect Hugo Neu's arbitration
notice seeking to prohibit any business combination between Proler and Schnitzer
and seeking unspecified damages allegedly in excess of $50 million. Nor does the
agreement affect Proler's litigation against Hugo Neu in Texas asserting that
Hugo Neu is tortiously interfering with Proler's merger agreement with
Schnitzer.
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
