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. 9
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. 9 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. 9
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. 9 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 12, 1996, the Company announced that its Board of Directors
had determined that a proposal by Hugo Neu Corporation ("HNC") to acquire the
Company through a tender offer and merger at $8.25 in cash for each Company
share was unacceptable due to financing and other conditions and uncertainties
associated with the offer, and that as a result, HNC's offer did not constitute
a "superior proposal" compared to the pending Merger Agreement between Proler
and Schnitzer. Under the HNC proposal, HNC's obligation to purchase the
Company's stock was contingent upon HNC's completion of more than $120 million
of financings, involving a proposed refinancing of HNC's business as well as
financing for the offer for the Company and the refinancing of the Company's
debt. Third party proposals for this financing furnished to the Company by HNC
were contingent upon due diligence and other conditions.
The Company's Board of Directors had been advised by J.C. Bradford and Chase
Securities that, in view of, among other things, the conditions contained in the
HNC proposal, the Company's financial advisors continued to believe that the
pending Schnitzer offer was fair, from a financial point of view, to the
stockholders of Proler. The Company also announced that its Board of Directors
continued to recommend the Schnitzer transaction to its stockholders.
A copy of the Company's press release announcing its Board of Directors'
determinations regarding the HNC offer is attached hereto as Exhibit 21 and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
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Exhibit 21 - Press Release issued by Proler International Corp. dated
November 12, 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 12, 1996
3
EXHIBIT 21
[PROLER INTERNATIONAL CORP. LETTERHEAD]
FOR IMMEDIATE RELEASE
PROLER INTERNATIONAL CORP. REJECTS ACQUISITION
PROPOSAL FROM HUGO NEU CORPORATION, CITING
FINANCING CONDITIONS
Houston, Texas: November 12, 1996 -- Proler International Corp.
(NYSE:PS) announced today that Proler's Board of Directors has determined that a
proposal by Hugo Neu Corporation to acquire Proler through a tender offer and
merger at $8.25 in cash for each Proler share is unacceptable, due to financing
and other conditions and uncertainties. As a result, Proler's Board determined
that the Hugo Neu offer, although nominally at a higher price, did not
constitute a "superior proposal" compared to the pending agreement between
Proler and Schnitzer Steel Industries, Inc. As previously announced, Proler has
agreed to be acquired by Schnitzer through a tender offer and merger at $7.50 in
cash for each Proler share. Schnitzer's tender offer is scheduled to be
completed on Friday, November 15, 1996, subject to termination of the waiting
period under the Hart Scott Rodino Antitrust Improvements Act and satisfaction
of certain other conditions. Proler has been advised that approximately 58% of
Proler's shares have been tendered to Schnitzer.
Proler also announced that its Board of Directors has been advised by
J.C. Bradford & Co. and Chase Securities, Inc. that, in view of, among other
things, the conditions contained in the Hugo Neu proposal, Proler's financial
advisors continue to believe that the pending Schnitzer offer is fair, from a
financial point of view, to the stockholders of Proler.
Bruce Wilkinson, Proler's President, stated "Proler's Board of Directors
is unanimous in continuing to recommend the Schnitzer transaction, which we hope
will receive clearance to close on schedule this week. The proposal we received
from Hugo Neu this past weekend contained unacceptable terms and conditions,
which included financing conditions. Under the proposal, Hugo Neu's obligation
to purchase Proler stock was contingent upon Hugo Neu's completion of more than
$120 million of financings, involving a proposed refinancing of Hugo Neu's
business as well as financing for the offer for Proler and the refinancing of
Proler's debt. The third party proposals for this financing furnished to Proler
by Hugo Neu were contingent upon due diligence and other conditions, including
an unusual provision under which an offshore steel industry participant
conditioned its obligation to provide an essential component of the financing
package upon negotiation and execution of a `sales agreement' to `handle' at
least 450,000 tons of scrap per year for Hugo Neu on terms `to be agreed upon.'"
Proler is advising Hugo Neu directly regarding the terms and conditions
of the Hugo Neu proposal that are unacceptable to Proler. As permitted by
Proler's agreement with Schnitzer, Proler is willing to negotiate with Hugo Neu
any revisions that Hugo Neu may make to address the uncertainties and conditions
that made its proposal unacceptable to Proler.
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.
