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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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NEW JERSEY STEEL CORPORATION
(Name of Subject Company)
CO-STEEL MERGER CORPORATION
CO-STEEL USA HOLDINGS, INC.
CO-STEEL INC.
(Bidders)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
64614410
(CUSIP Number of Common Stock)
LEW C. HUTCHINSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CO-STEEL INC.
SCOTIA PLAZA
40 KING STREET W.
P.O. BOX 130
TORONTO, ONTARIO
CANADA M5H 3Y2
(416) 366-4500
(Name, address and telephone number of persons
authorized to receive notices and communications on behalf of bidders)
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COPY TO:
C. KENNETH SHANK, ESQ.
WILENTZ, GOLDMAN & SPITZER
A PROFESSIONAL CORPORATION
90 WOODBRIDGE CENTER DRIVE
P.O. BOX 10
WOODBRIDGE, NEW JERSEY 07095-6117
(732) 636-8000
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This Amendment No. 1 (this "Amendment") is to the Tender Offer Statement on
Schedule 14D-1 (the "Statement") that relates to the offer by Co-Steel Merger
Corporation, a Delaware corporation (the "Purchaser") and an indirect
wholly-owned subsidiary of Co-Steel Inc., a Canadian corporation ("Parent"), to
purchase all of the outstanding shares of Common Stock, par value $.01 per share
(the "Shares"), of New Jersey Steel Corporation, a Delaware corporation (the
"Company"), at a purchase price of $23.00 per Share, net to the seller in cash
(the "Offer Price"), without interest, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase (the "Offer to
Purchase") and in the related Letter of Transmittal each dated November 28, 1997
(which, as amended from time to time, together constitute the "Offer"). The
Offer is scheduled to expire at 5:00 p.m., New York City time, on January 8,
1998, unless extended in accordance with the Offer. The Statement was filed with
the Securities and Exchange Commission on November 28, 1997.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1. Capitalized terms used in this Amendment but not
defined herein have the meanings ascribed to them in the Offer and the
Statement.
ITEM 10. ADDITIONAL INFORMATION
The second sentence of the first paragraph of Section 4 of the Offer to
Purchase is hereby amended and restated to read as follows:
Any determination concerning the satisfaction of such terms and
conditions will be made by the Purchaser in its reasonable judgment, and
such determination will be final and binding on all tendering stockholders.
The fourth paragraph of Section 8 of the Offer to Purchase is hereby amended
and restated to read as follows:
The Purchaser understands that the Company does not as a matter of
course make public any estimates as to future performance or earnings, and
the projections set forth above are included in this Offer to Purchase only
because the information was provided to Parent, and the Purchaser and Parent
assume no responsibility for the accuracy of any of the projections. The
projections were not prepared with a view to public disclosure or compliance
with the published guidelines of the Commission or the guidelines
established by the American Institute of Certified Public Accountants
regarding projections or forecasts. The projections were based on a number
of assumptions that are beyond the control of the Company, the Purchaser or
Parent or their respective advisors, including economic forecasting (both
general and specific to the Company's business), which is inherently
uncertain and subjective. Neither the Company, the Purchaser, Parent or
their respective advisors can make any guarantee as to the future
performance of the Company, and the inclusion of the foregoing projections
should not be regarded as an indication that the financial performance
reflected in such projections will in fact be achieved. Neither the Company,
the Purchaser nor Parent intends to update, revise or correct such
projections if they become inaccurate (even in the short term).
The last sentence of the first paragraph of Section 14 of the Offer to
Purchase is amended and restated to read as follows (the list of conditions to
the Offer listed in said paragraph is unchanged):
Furthermore, Purchaser will not be required to accept for payment or,
subject as aforesaid, to pay for any Shares not theretofore accepted for payment
or paid for, and may, in accordance with the provisions of the Merger Agreement
described in the subsection entitled "Termination of the Merger Agreement" in
Item 12 above, terminate the Merger Agreement or amend the Offer with the
consent of the Company and Von Roll, if, upon the scheduled expiration date of
the Offer, any of the following conditions exist and are continuing and do not
result principally from the breach by Parent or the Purchaser of any of their
obligations under the Merger Agreement:
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The last sentence of the last paragraph of Section 14 of the Offer to
Purchase is hereby amended and restated to read as follows:
The failure by Parent or the Purchaser at any time to exercise any of
the foregoing rights will not be deemed a waiver of any such right and the
waiver of any such right with respect to particular facts and circumstances
will not be deemed a waiver with respect to any other facts and
circumstances.
The 15-calendar day waiting period under the HSR Act applicable to the
purchase of Shares pursuant to the Offer expired at 11:59 p.m., New York City
time, on December 23, 1997. A copy of Parent's press release dated December 24,
1997 announcing the expiration of the waiting period is filed herewith as
Exhibit (a)(8) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(8) Press Release, dated December 24, 1997.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
<TABLE>
<S> <C> <C>
Dated: December 24, 1997 CO-STEEL MERGER CORPORATION
By: /s/ EDWARD G. REILLY
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Name: Edward G. Reilly
Title: Vice-President and Chief
Financial Officer
CO-STEEL USA HOLDINGS, INC.
By: /s/ EDWARD G. REILLY
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Name: Edward G. Reilly
Title: Treasurer
CO-STEEL INC.
By: /s/ EDWARD G. REILLY
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Name: Edward G. Reilly
Title: Treasurer
</TABLE>
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EXHIBIT INDEX
<TABLE>
<S> <C>
(a)(1)* Offer to Purchase
(a)(2)* Letter of Transmittal
(a)(3)* Notice of Guaranteed Delivery
(a)(4)* Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees
(a)(5)* Letter to Clients for use by Brokers, Dealers, Banks, Trust companies and Other
Nominees
(a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9
(a)(7)* Text of Press Release dated November 21, 1997, issued by Parent
(a)(8) Text of Press Release dated December 24, 1997, issued by Parent
(b) None
(c)(1)* Tender Offer Agreement and Agreement and Plan of Merger dated as of November 21,
1997, among the Purchaser, Parent and the Company
(c)(2)* Shareholder Agreement dated as of November 21, 1997 between the Parent and Von Roll
Holding AG
(d) None
(e) Not applicable
(f) None
</TABLE>
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* Previously filed
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EXHIBIT (A)(8)
FOR IMMEDIATE RELEASE
DECEMBER 24, 1997
CO-STEEL INC. ANNOUNCES EXPIRY OF WAITING PERIOD
TORONTO, ONTARIO--Co-Steel Inc. today announced that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1996 applicable to its
outstanding tender offer to purchase all of the common stock of New Jersey Steel
Corporation (Nasdaq: NJST) expired on December 23, 1997. Subject to the terms
and conditions of Co-Steel's Offer to Purchase dated November 28, 1997, the
offer will expire at 5:00 p.m. Eastern Standard Time, on January 8, 1998, unless
extended.
Co-Steel Inc. is one of the world's largest minimill steel producers and
steel scrap processors. The Company has a current annual capacity of 3.4 million
tons of finished steel products and 3.0 million tons of ferrous and non-ferrous
material. Co-Steel manufactures and markets special quality steel bar and rod,
reinforcing steel bar and rod, merchant bar, structural shapes and flat rolled
steel products used principally in the construction, automotive, appliance,
machinery and equipment industries.
Co-Steel's minimill operations consist of Co-Steel Raritan, New Jersey;
Co-Steel Lasco, Whitby, Ontario; Co-Steel Sheerness, Kent, England, and Gallatin
Steel Company, Gallatin County, Kentucky, Co-Steel's 50%-owned flat rolled steel
joint venture. Co-Steel also processes and trades steel scrap for its own use
and for sale to third parties through North American-based Co-Steel Recycling
and U.K. based Mayer Parry Recycling Ltd., leading scrap processing and trading
companies with ferrous and non-ferrous recovery sites.
Co-Steel Inc. common shares are listed on the Toronto Stock Exchange and the
Montreal Exchange and trade under the CEI symbol.
For more information, please contact
Beth Kidnie
Co-Steel Inc.
(416) 366-4500
