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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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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14D-1
CUSIP No. 64614410 Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CO-STEEL MERGER CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,855,362 SHARES OF COMMON STOCK
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* / /
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.9%
10. TYPE OF REPORTING PERSON*
CO
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14D-1
CUSIP No. 64614410 Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CO-STEEL USA HOLDINGS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,855,362 SHARES OF COMMON STOCK
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* / /
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.9%
10. TYPE OF REPORTING PERSON*
CO
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14D-1
CUSIP No. 64614410 Page 4 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CO-STEEL INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,855,362 SHARES OF COMMON STOCK
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* / /
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.9%
10. TYPE OF REPORTING PERSON*
CO
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This Amendment No. 2 (this "Amendment") is to the Tender Offer Statement on
Schedule 14D-1 (as heretofore amended, 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
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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The Offer to Purchase expired as scheduled at 5:00 P.M., New York City time,
on January 8, 1998, and the Purchaser accepted for payment all validly tendered
Shares. Based upon the Depositary's preliminary count, 5,855,362 Shares,
constituting approximately 98.9% of the total outstanding Shares, were tendered
pursuant to the Offer to Purchase and accepted for payment by the Purchaser.
The Purchaser has delivered to the Depositary a written acceptance of all
validly tendered Shares and delivered payment of $23.00 per Share to the
Depositary for such Shares. The Purchaser now owns beneficially all of such
Shares. Holdings and Parent may also be deemed the beneficial owners of such
Shares.
ITEM 10. ADDITIONAL INFORMATION
On January 9, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(9), and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) Press Release, dated January 9, 1998
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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.
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Dated: January 9, 1998 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
-----------------------------------------
Name: Edward G. Reilly
Title: Treasurer
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EXHIBIT INDEX
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(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
(a)(9) Text of Press Release dated January 9, 1998, 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
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* Previously filed
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EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE
JANUARY 9, 1998
CO-STEEL INC. COMPLETES TENDER OFFER FOR NEW JERSEY STEEL
TORONTO, ONTARIO--Co-Steel Inc. today announced that its subsidiary,
Co-Steel Merger Corporation, has completed its cash tender offer for the Common
Stock of New Jersey Steel Corporation (OTC: NJST) and that approximately
5,855,362 shares, or 98.9 percent of the total number of New Jersey Steel shares
outstanding, have been tendered and accepted for purchase at US $23.00 per
share. Co-Steel and its subsidiary signed a definitive merger agreement with New
Jersey Steel on November 21, 1997 and the tender offer commenced on November 28,
1997. Any New Jersey Steel shares not purchased in the tender offer will be
acquired in the merger for US $23.00 cash per share.
Co-Steel Inc. is one of the world's largest minimill steel producers and
steel scrap processors. Upon completion of the acquisition, the Company will
have an annual capacity of 4.0 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 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
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