<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.1)
Under the Securities Exchange Act of 1934
New Jersey Steel Corporation
(Name of Issuer)
Common Stock
(Title of Class and Securities)
646144105
(CUSIP Number of Class of Securities)
Michael J. Scharf
Chairman of the Board,
Chief Executive Officer and President
International Metals Acquisition Corporation
667 Madison Avenue
New York, New York 10021
(212) 246-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with
this Statement: ( )
CUSIP No. 646144105 Page 2 of 7 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INTERNATIONAL METALS ACQUISITION CORPORATION
I.R.S. IDENTIFICATION NUMBER 59-3182820
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable; agreements pursuant to which Reporting Person
would have acquired beneficial ownership have been terminated.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7. SOLE VOTING POWER
SHARES | 0
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY | 0
EACH | 9. SOLE DISPOSITIVE POWER
REPORTING | 0
PERSON | 10. SHARED DISPOSITIVE POWER
WITH | 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14. TYPE OF REPORTING PERSON
CO
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Item 1 Security and Issuer.
This statement relates to the common stock, par value $.01
per share (the "Common Stock"), of New Jersey Steel Corporation,
a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is P.O. Box 11, North
Crossman Road, Sayreville, New Jersey 08872.
Item 2 Identity and Background.
This statement is filed on behalf of International Metals
Acquisition Corporation, a Delaware corporation ("IMAC" or the
"Reporting Person").
The name, residence or business address and present princi-
pal occupation or employment, and the name, principal business
and address of any corporation or other organization in which
such employment is conducted of the Reporting Person, as well as
any executive officer and director of the Reporting Person, are
set forth below.
<TABLE>
<CAPTION>
Present Principal
Occupation or
Employment;
Filing Person Citizenship Business Address
- -------------- ------------------- -----------------
<S> <C> <C>
International Metals 667 Madison Avenue
Acquisition Corpora- New York, NY 10021
tion, a Delaware cor-
poration
Michael J. Scharf Chairman of the 667 Madison Avenue
Board, Chief Exec- New York, NY 10021
utive Officer and
President, and
Director of IMAC;
U.S.A.
Gilbert D. Scharf Vice President, 667 Madison Avenue
Secretary and Tre- New York, NY 10021
asurer, and Direc-
tor of IMAC; pri-
vate investor;
U.S.A.
Gerald L. Cohn Director of IMAC; 19355 Turnberry Way
private investor; Apt. TH-3
U.S.A. Aventura, FL 33180
Andrew R. Heyer Director of IMAC; 1325 Avenue of the
investment banker, Americas
The Argosy Group, 22nd Floor
L. P.; U.S.A. New York, NY 10019
William H. Hyman Director of IMAC; 188 East 64th St.
Vice President of New York, NY 10021
American Boarts
Crushing Co.,
Inc.; U.S.A.
</TABLE>
During the last five years, neither the Reporting Person nor
any person listed above has been convicted in a criminal proceed-
ing (excluding traffic violations or similar misdemeanors), nor
has the Reporting Person or any person listed above been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
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Federal or State securities laws or finding any violation with
respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration.
The Reporting Person may have been deemed to have acquired
beneficial ownership of the securities which are the subject of
this filing pursuant to the Stock Purchase Agreement dated as of
October 4, 1994 (the "Purchase Agreement"), between IMAC and Von
Roll AG, a Swiss corporation ("Von Roll"), pursuant to which Von
Roll agreed to sell, and IMAC agreed to purchase, 3,561,500
shares of Common Stock representing approximately 60.4% of the
issued and outstanding shares of Common Stock. Immediately
following consummation of the transactions contemplated by the
Purchase Agreement, pursuant to the Agreement and Plan of Merger
dated as of October 4, 1994 (the "Merger Agreement") among IMAC,
NJ Steel Acquisition Corporation, a Delaware corporation and
wholly owned subsidiary of IMAC ("Sub"), and the Issuer, Sub was
to have been merged ("the Merger") with and into the Issuer.
The Purchase Agreement and Merger Agreement have been
terminated. The Reporting Person therefore does not have benefi-
cial ownership of the 3,561,500 shares of Common Stock owned by
Von Roll, and the Merger will not be consummated.
Item 4 Purpose of Transaction.
The Purchase Agreement and Merger Agreement have been
terminated. The transactions contemplated thereby will not be
consummated.
Item 5 Interest in Securities of the Issuer.
(a)(b) As a result of the termination of the Purchase
Agreement and Merger Agreement, the Reporting Person will not
acquire beneficial ownership of the Common Stock as contemplated
thereby, and the voting arrangements contemplated by the Purchase
Agreement will not be given effect.
(c) Neither the Reporting Person nor any person listed in
Item 2 has effected any transactions in shares of Common Stock
during the past sixty days.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner
of more than 5% of the Common Stock on January 31, 1995, when the
Purchase Agreement and Merger Agreement were terminated.
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Item 6 Contracts, Arrangements, Understanding or Relationships
with Respect to the Securities of the Issuer.
As a result of the termination of the Purchase Agreement,
the voting arrangements contemplated thereby will not be given
effect.
Item 7 Material to be Filed as Exhibits.
1. Agreement and Plan of Merger dated as of October 4,
1994 among International Metals Acquisition Corpora-
tion, NJ Steel Acquisition Corporation and New Jersey
Steel Corporation (incorporated by reference to Exhibit
7.1 of the Reporting Person's Schedule 13D in respect
of the Issuer filed on October 14, 1994).
2. Stock Purchase Agreement dated as of October 4, 1994
between International Metals Acquisition Corporation
and Von Roll AG (incorporated by reference to Exhibit
7.2 of the Reporting Person's Schedule 13D in respect
of the Issuer filed on October 14, 1994).
3. Letter dated August 26, 1994 of The Argosy Group L.P.
(incorporated by reference to Exhibit 7.3 of the Re-
porting Person's Schedule 13D in respect of the Issuer
filed on October 14, 1994).
4. Letter dated August 26, 1994 of Bankers Trust (incorpo-
rated by reference to Exhibit 7.4 of the Reporting
Person's Schedule 13D in respect of the Issuer filed on
October 14, 1994).
5. Letter dated August 31, 1994 of Bankers Trust (incorpo-
rated by reference to Exhibit 7.5 of the Reporting
Person's Schedule 13D in respect of the Issuer filed on
October 14, 1994).
6. Press release dated February 1, 1995.
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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 state-
ment is true, complete and correct.
Dated: February 7, 1995
INTERNATIONAL METALS
ACQUISITION CORPORATION
By:/s/ Michael J. Scharf
______________________
Michael J. Scharf
President
Exhibit Index
Exhibit Exhibit
Number
7.6 -Press Release dated February 1, 1995.
Exhibit 7.6
[IMAC Letterhead]
FOR IMMEDIATE RELEASE
INTERNATIONAL METALS
TERMINATES MERGER AGREEMENT
WITH NEW JERSEY STEEL
New York, New York - February 1, 1995. Internation-
al Metals Acquisition Corporation (IMAC:OTC) announced
today that it has terminated the previously announced
Merger Agreement relating to IMAC's acquisition of New
Jersey Steel Corporation (NJST:NASDAQ) and the related
Stock Purchase Agreement with Von Roll Ltd., the holder
of 60.4% of the outstanding shares of New Jersey Steel.
Under the terms of the Merger Agreement, each share
of New Jersey Steel common stock would have been convert-
ed, at the option of the holder, into either $18 in cash
or a unit consisting of approximately $18 in IMAC common
stock plus one five-year warrant to purchase one share of
IMAC common stock at $18 per share.
IMAC stated that it terminated the Merger Agreement
pursuant to various of its terms, including those relat-
ing to material breaches by New Jersey Steel of certain
provisions of the Merger Agreement.
IMAC further stated that, prior to its termination
of the Merger Agreement, it had proposed revisions to its
terms. These revisions provided that New Jersey Steel
stockholders would have had the option to convert each of
their shares into either: (A) $14.65 in cash plus $3.35
in IMAC common stock; or (B) $14.65 in cash plus $3.35 in
IMAC 10% payment-in-kind 9-year redeemable preferred
stock plus approximately 0.2 of a five-year warrant to
purchase IMAC common stock at $5.50 per share; or (C) $18
in IMAC common stock plus one five-year warrant to pur-
chase one share of IMAC common stock at $8 per share.
IMAC stated that, Von Roll Ltd., New Jersey Steel's
majority stockholder, indicated its conditional accep-
tance of the proposed revisions. However, New Jersey
Steel's independent director's committee did not accept
them. IMAC also indicated that it has notified New
Jersey Steel that, pursuant to the Merger Agreement, IMAC
is entitled to be reimbursed by New Jersey Steel for its
expenses incurred in connection with the proposed merger.
In commenting on the termination of the Merger
Agreement, Mr. Michael Scharf, Chairman and CEO of IMAC,
stated, "IMAC will be assiduously pursuing other acquisi-
tion opportunities and fully intends to consummate a
Business Combination by August 20, 1995."
(Contact: Michael J. Scharf, Chairman and CEO, IMAC, 667
Madison Avenue, New York, New York 10021, (212)246-1000)
