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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 3
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. 3 (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. A total of 5,855,362 Shares, constituting approximately 98.9% of the
outstanding Shares, were purchased pursuant to the Offer to Purchase. On January
20, 1998, Purchaser was merged into its Company in accordance with the
short-form merger provisions of the Delaware General Corporation Law (the
"Merger"), and all Shares that were not acquired pursuant to the Offer to
Purchase were thereby converted into the right to receive $23.00 cash per Share.
As a result of the Merger, the Company became an indirect wholly-owned
subsidiary of Parent.
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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.
Dated: January 21, 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
<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
(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
</TABLE>
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* Previously filed
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