SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
STEEL OF WEST VIRGINIA, INC.
(Name of Subject Company)
SWVA ACQUISITION, INC.
AND
ROANOKE ELECTRIC STEEL CORPORATION
(Bidders)
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COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
858154107
(CUSIP Number of Class of Securities)
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JOHN E. MORRIS
VICE PRESIDENT - FINANCE AND ASSISTANT TREASURER
ROANOKE ELECTRIC STEEL CORPORATION
P.O. BOX 13948
ROANOKE, VIRGINIA 24038-3948
(540) 342-1831
(Name, Address, and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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COPIES TO:
HEMAN A. MARSHALL, III
WOODS, ROGERS & HAZLEGROVE, PLC
FIRST UNION TOWER
10 S. JEFFERSON ST., SUITE 1400
ROANOKE, VIRGINIA 24011
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This statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 initially filed with the Securities and Exchange Commission (the
"SEC") on November 17, 1998, and amended by Amendment No. 1 thereto filed on
December 3, 1998 (as amended, the "Statement"), and the Statement on Schedule
13D initially filed with the SEC on November 20, 1998, by SWVA Acquisition,
Inc., a Virginia corporation (the "Purchaser"), a wholly owned subsidiary of
Roanoke Electric Steel Corporation, a Virginia corporation (the "Parent"), and
the Parent, relating to the Purchaser's tender offer (the "Offer") for the
purchase of all of the outstanding shares of Common Stock, $.01 par value per
share ("Shares"), of Steel of West Virginia, Inc., a Delaware corporation (the
"Company"), and the associated rights to purchase Common Stock of the Company
issued pursuant to the Rights Agreement dated as of March 19, 1997, between the
Company and Continental Stock Transfer and Trust Company, as Rights Agent, as
amended on November 10, 1998, at a purchase price of $10.75 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 17, 1998, a copy
of which was previously attached to the Statement as Exhibit (a)(1), in the
related Letter of Transmittal, a copy of which was previously attached to the
Statement as Exhibit (a)(2), and in the Supplement to the Offer to Purchase,
dated December 3, 1998, a copy of which was previously attached to the Statement
as Exhibit (a)(9).
The Statement is hereby amended and/or supplemented in the following
manner:
Item 10. Additional Information.
(f) On December 16, 1998, the Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and incorporated herein by
reference, announcing the termination and results of the Offer.
Item 11. Material to Be Filed as Exhibits.
The following exhibit is added:
(a)(10) Form of Press Release issued by the Parent on December 16, 1998.
1
<PAGE>
Signature
After due 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.
ROANOKE ELECTRIC STEEL CORPORATION
By: /s/ JOHN E. MORRIS
----------------------------------------
Name: John E. Morris
Title: Vice President - Finance and Assistant
Treasurer
SWVA ACQUISITION, INC.
By: /s/ JOHN E. MORRIS
----------------------------------------
Name: John E. Morris
Title: Vice President - Finance and Assistant
Treasurer
Date: December 16, 1998
2
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- -------------------------------------------------------------------
(a)(1)* Offer to Purchase dated November 17, 1998.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(6)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7)* Form of Summary Advertisement as published on November 17, 1998.
(a)(8)* Form of Press Release issued jointly by the Parent and the Company on
November 10, 1998 (incorporated by reference to the Parent's Form 8-K
filed on November 16, 1998).
(a)(9)* Supplement to Offer to Purchase dated December 3, 1998.
(a)(10) Form of Press Release issued by the Parent on December 16, 1998.
(b)(1)* Commitment Letter, dated November 5, 1998, from First Union National
Bank to Roanoke Electric Steel Corporation.
(b)(2)* Commitment Letter, dated November 6, 1998, from Crestar Bank to
Roanoke Electric Steel Corporation.
(b)(3)* Commitment Letter, dated November 6, 1998, from NationsBank, N.A. to
Roanoke Electric Steel Corporation.
(b)(4)* Commitment Letter, dated November 9, 1998, from Wachovia Bank, N.A.,
to Roanoke Electric Steel Corporation.
<PAGE>
(c)(1)* Agreement and Plan of Merger, dated as of November 10, 1998, among
Roanoke Electric Steel Corporation, SWVA Acquisition, Inc., and Steel
of West Virginia, Inc.
(c)(2)* Stock Option Agreement, dated as of November 10, 1998, between Steel
of West Virginia, Inc., and SWVA Acquisition, Inc.
(c)(3)* Form of Stock Tender and Voting Agreement, dated as of November 10,
1998, by and among Roanoke Electric Steel Corporation, SWVA
Acquisition, Inc., and certain stockholders of the Company.
(c)(4)* Employment Agreement, dated November 10, 1998, by and between Steel
of West Virginia, Inc., and Timothy R. Duke.
(c)(5)* Confidentiality Letter Agreement dated July 20, 1998, between Roanoke
Electric Steel Corporation and Janney Montgomery Scott, Inc.
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*Previously filed.
<PAGE>
Exhibit (a)(10)
P.O. Box 13948
Roanoke, Virginia 24038-3948
Office:1-540-342-1831
1-800-765-6567
Fax: 1-540-342-9437
ROANOKE ELECTRIC STEEL CORPORATION
NEWS RELEASE FOR IMMEDIATE RELEASE
CONTACT: Donald G. Smith
ROANOKE ELECTRIC STEEL CORPORATION ANNOUNCES COMPLETION OF ITS
TENDER OFFER FOR STEEL OF WEST VIRGINIA, INC.
Roanoke, VA (December 16, 1998) -- Roanoke Electric Steel Corporation
(Nasdaq-NM-RESC) today announced that it has completed its cash tender offer for
all of the outstanding shares of Common Stock of Steel of West Virginia, Inc.
(Nasdaq-NM-SWVA) at $10.75 net per share and accepted for payment 5,793,214
shares (representing approximately 96.4% of outstanding shares). The offer
expired at Midnight, Eastern Standard Time, on December 15, 1998.
Roanoke Electric Steel intends to promptly merge its wholly-owned
subsidiary, SWVA Acquisition, Inc., with and into Steel of West Virginia in
accordance with Delaware's short-form merger provisions and Virginia's merger
provisions. As a result of the merger, Steel of West Virginia will become a
direct, wholly-owned subsidiary of Roanoke Electric Steel and each remaining
outstanding share of Common Stock of Steel of West Virginia will be converted,
subject to appraisal rights, into the right to receive $10.75 in cash, without
interest.
Roanoke Electric Steel Corporation is a mini-mill producer of finished
steel products, consisting of angles, rounds, flats, and channels, which are
sold to steel fabricators and steel service centers, and semi-finished steel
billets, which are sold to other steel producers. Four subsidiaries are involved
in various steel-related activities, consisting of steel scrap processing, steel
bar joist fabrication and reinforcing bar fabrication.
Steel of West Virginia, headquartered in Huntington, West Virginia, custom
designs and manufactures special steel products principally for use in the
construction of truck trailers, industrial lift trucks, off-highway construction
equipment (such as bulldozers and graders), manufactured housing, guard rail
post and mining equipment.
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