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. 10
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. 10 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. 10 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. 10 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 14, 1996, the Company announced that it received on November
13, 1996 a revised proposal from Hugo Neu Corporation ("HNC") to acquire all of
the outstanding shares of the Company's stock at a cash price of $8.25 per
share. HNC's revised proposal stated that it was not subject to any financing
condition. After considering Schnitzer's waiver of conditions to its offer
received by the Company on November 13, 1996 (discussed in (g) below), the
revised HNC proposal and other relevant matters, the Company's Board of
Directors determined that the Schnitzer offer continued to be superior to the
HNC proposal. The Company also announced that its officers and advisors would
meet with HNC on November 14, 1996 to obtain financial information about HNC and
information about the status of its financing and would negotiate with HNC
regarding the terms and conditions of its revised proposal. A copy of the
Company's press release announcing Schnitzer's waiver of certain conditions to
its tender offer (discussed in (g) below) and the Company's Board of Directors'
determinations regarding the revised HNC proposal is attached hereto as Exhibit
22 and is incorporated herein by reference.
Item 8 of the Schedule 14D-9 is amended to add the following section (g)
thereof:
(g) On November 14, 1996, the Company announced that it received on
November 13, 1996 a written waiver from Schnitzer of certain conditions to
Schnitzer's completion of its tender offer under the Merger Agreement. Schnitzer
waived its right to terminate the tender offer in the event of (i) any past or
prospective event having a material adverse effect on the Company, (ii) any past
or prospective breach by the Company of any representations or warranties made
to Schnitzer in the Merger Agreement, and (iii) any past default by the Company
in performing or complying with any obligations, covenants or agreements with
Schnitzer contained in the Merger Agreement. Schnitzer also eliminated, as a
condition to its second step merger, the condition that there be no litigation
against the Company or Schnitzer seeking to prevent the merger.
Schnitzer's waiver of conditions was subject to the Company's Board of
Director's determination that Schnitzer's offer, with the waiver of conditions
set forth in Schnitzer's letter, was superior to HNC's revised proposal received
by the Company on November 13, 1996 (discussed in (d) above). On November 13,
1996, after considering Schnitzer's waiver of conditions, the revised HNC
proposal and other relevant matters, the Company's Board of Directors determined
that the Schnitzer offer continued to be superior to the Hugo Neu proposal.
A copy of Schnitzer's November 13, 1996 letter waiving certain conditions
to the tender offer for the Company's stock under the Merger Agreement is
attached hereto as Exhibit 23 and is incorporated herein by reference. A copy of
the Company's November 13, 1996 letter advising Schnitzer that the Company's
Board of
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<PAGE>
Directors had determined that Schnitzer's offer was superior to HNC's revised
proposal is attached hereto as Exhibit 24 and is incorporated herein by
reference. A copy of the Company's press release announcing Schnitzer's waiver
of certain conditions to its tender offer and the Company's Board of Directors'
determinations regarding the revised HNC proposal is attached hereto as Exhibit
22 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DOCUMENT
Exhibit 22 - Press Release issued by Proler International Corp. dated November
14, 1996.
Exhibit 23 - Letter to the Company from Hugo Neu Corporation dated November
13, 1996, revising its proposal to acquire the Company.
Exhibit 24 - Letter to the Company from Schnitzer Steel Industries, Inc. dated
November 13, 1996, waiving certain conditions to its tender offer
for the Company's stock.
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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
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: November 14, 1996
4
EXHIBIT 22
[PROLER INTERNATIONAL CORP. LETTERHEAD]
FOR IMMEDIATE RELEASE
PROLER INTERNATIONAL CORP. ANNOUNCES
WAIVER OF CONDITIONS TO ACQUISITION BY SCHNITZER
AND REVISED ACQUISITION PROPOSAL BY HUGO NEU
Houston, Texas: November 14, 1996 -- Proler International Corp. (NYSE:PS)
announced today that it received on November 13, 1996 a written waiver from
Schnitzer Steel Industries, Inc. of certain conditions to Schnitzer's completion
of its tender offer for Proler stock under its merger agreement with Proler.
Schnitzer waived its right to terminate the tender offer in the event of (i) any
past or prospective event having a material adverse effect on Proler, (ii) any
past or prospective breach by Proler of any representations or warranties made
to Schnitzer in the merger agreement, and (iii) any past default by Proler in
performing or complying with any obligations, covenants or agreements with
Schnitzer contained in the merger agreement. Schnitzer also eliminated, as a
condition to its second step merger, the condition that there be no litigation
against Proler or Schnitzer seeking to prevent the merger.
As previously announced, Proler has agreed to be acquired by Schnitzer
through a tender offer and second step 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 the remaining conditions,
which include tender of a majority of Proler's shares. Proler has been advised
that approximately 58% of Proler's shares have been tendered to Schnitzer.
Proler also announced that it received on November 13, 1996 a revised
proposal from Hugo Neu Corporation to acquire all of the outstanding shares of
Proler stock at a cash price of $8.25 per share. As previously announced,
Proler's Board of Directors on November 12, 1996 determined that Hugo Neu's
previous proposal was unacceptable due to, among other things, financing and
other conditions and uncertainties. Hugo Neu's revised proposal stated that it
was not subject to any financing condition.
After considering Schnitzer's waiver of conditions to its offer, the
revised Hugo Neu proposal and other relevant matters, Proler's Board of
Directors determined on November 13, 1996 that the Schnitzer offer continued to
be superior to the Hugo Neu proposal. Proler's officers and advisors will meet
November 14, 1996 with Hugo Neu to obtain financial information about Hugo Neu
and information about the status of its financing and will negotiate with Hugo
Neu regarding the terms and conditions of its revised proposal.
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.
EXHIBIT 23
[SCHNITZER STEEL INDUSTRIES, INC. LETTERHEAD]
November 13, 1996
BY FACSIMILE
Mr. Bruce Wilkinson
Proler International Corp.
4265 San Felipe, Suite 900
Houston, Texas 77027
RE: AGREEMENT AND PLAN OF MERGER (THE "AGREEMENT")
Dear Bruce:
Schnitzer Steel Industries, Inc. and PIC Acquisition Corporation
(collectively, "Schnitzer") hereby give notice to Proler International Corp.
("Proler") that Schnitzer (1) waives the "Offer Conditions" (as such term is
defined in Annex A to the Agreement) set forth in Section 2(vi) and (viii) of
Annex A, (2) waives the "Offer Condition" set forth in Section 2(ix) of Annex A
with respect to all conditions in existence as of this date, (3) waives the
condition set forth in Section 5.1.4 of the Agreement, (4) waives its right to
terminate the Agreement pursuant to Section 6.2.1 for breaches by Proler of any
of its representations or warranties in the Agreement, and (5) waives its right
to terminate the Agreement pursuant to Section 6.2.1 for any defaults by Proler
to date in its observance or performance of any of its covenants or agreements
under the Agreement; PROVIDED, HOWEVER, that Schnitzer's waiver of said
conditions and termination rights is contingent upon the determination by
Proler's board of directors that Schnitzer's offer to purchase Proler's common
stock, with the waiver of the foregoing conditions, is superior to the offer
made by Hugo Neu Corporation ("Hugo Neu"), as amended by Hugo Neu's letter to
Proler dated November 13, 1996.
We look forward to the prompt termination of the Hart-Scott-Rodino Act
waiting period and the closing of the transaction.
Very truly yours,
/s/ ROBERT W. PHILIP
Robert W. Philip
President
cc: Ms. Kathleen Kopp
EXHIBIT 24
[PROLER INTERNATIONAL CORP. LETTERHEAD]
November 13, 1996
Mr. Robert Philip
President/CEO
Schnitzer Steel Industries, Inc.
3200 NW Yeon Avenue
Portland, Oregon 97296-0047
Dear Bob: FAX: 503/323-2793
Proler's Board of Directors has received and considered your letter dated
November 13, 1996 (the "Waiver Letter") and has determined that, as required by
the proviso at the end of the first paragraph of the Waiver Letter, Schnitzer's
offer to purchase Proler's common stock, with the waiver of conditions set forth
in the Waiver Letter, is superior to the offer made November 8, 1996 by Hugo Neu
Corporation as amended by Hugo Neu's letter dated November 13, 1996.
Accordingly, the waivers set forth in the Waiver Letter have become effective
today.
Very truly yours,
/s/ BRUCE WILKINSON
Bruce Wilkinson
President
