SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
AMENDMENT NO. 5
(Final Amendment)
HORSEHEAD RESOURCE DEVELOPMENT COMPANY, INC.
(Name of Issuer and Person Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
440699-10-6
(CUSIP Number of Class of Securities)
William M. Quirk, President
Horsehead Resource Development Company, Inc.
110 East 59th Street
New York, New York 10022
(212) 527-3003
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy to:
Morris Orens, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or rule 13e-3(c)
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [x] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ].
calculation of filing fee
Transaction Valuation* Amount of Filing Fee
$26,660,450 $5,332.09
*Based upon purchase of 4,636,600 shares at $5.75 per share.
[x] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount previously paid: $5,332.09
Form or registration no.: SC13E4
Filing party: Horsehead Resource Development Company, Inc.
Date filed: May 16, 1996, June 14, 1996, June 24, 1996, June 27, 1996,
June 28, 1996
<PAGE>
This Amendment No. 5 dated July 15, 1996 amends and supplements the Rule
13E-3 Transaction Statement (the "Schedule 13E-3") filed with the
Securities and Exchange Commission on May 16, 1996 and amended on June
14, 1996, June 24, 1996, June 27, 1996 and June 28, 1996 by Horsehead
Resource Development Company, Inc., a Delaware corporation (the
"Company"), relating to the offer by the Company to purchase up to
4,636,600 shares of its common stock, par value $.01 per share (the
"Shares"), for $5.75 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated May 16, 1996, as amended and supplemented by the Supplement
thereto, dated June 28, 1996 and in the Letter of Transmittal, dated
May 16, 1996 (which collectively constitute the "Offer"), copies of
which have been attached to the Schedule 13E-3 as Exhibits (d)(1),
(d)(2) and (d)(12), respectively. This Amendment No. 5 is being filed
concurrently with Amendment No. 5 to the Statement on Schedule 13E-4
of the Company.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 is hereby amended by the addition of the following
sentences at the end of Item 5:
"The Company filed on June 28, 1996 a Certification of Notice
of Termination of Registration under Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") on Form 15 relating to the
common stock of the Company. The Company's obligation, pursuant to
Section 15(d) of the Exchange Act, to file reports pursuant to Section
13(a) of the Exchange Act, has been immediately suspended upon filing of
the above-referenced Form 15."
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of Schedule 13E-3 is
hereby amended and supplemented as follows:
"The Offer expired at 5:00 p.m., New York City time, on July
12, 1996. The number of Shares acquired pursuant to the Offer was
4,124,527."
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(l) Amendment No. 5 to Issuer Tender Offer Statement on Schedule
13E-4.
<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.
HORSEHEAD RESOURCE DEVELOPMENT
COMPANY, INC.
By: /s/ William M. Quirk
William M. Quirk
President
Date: July 15, 1996
<PAGE>
Exhibit No. Description Page No.
(l) Amendment No. 5 to Issuer Tender Offer
Statement on Schedule 13E-4
EXHIBIT (L)
AMENDMENT TO ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 5
(Final Amendment)
HORSEHEAD RESOURCE DEVELOPMENT COMPANY, INC.
(Name of Issuer and Person Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
440699-10-6
(CUSIP Number of Class of Securities)
William M. Quirk, President
Horsehead Resource Development Company, Inc.
110 East 59th Street
New York, New York 10022
(212) 527-3003
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy to:
Morris Orens, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
May 16, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
calculation of filing fee
Transaction Valuation* Amount of Filing Fee
$26,660,450 $5,332.09
* Based upon purchase of 4,636,600 shares at $5.75 per share.
[x] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $5,332.09
Form or Registration No.: SC13E4
Filing Party: Horsehead Resource Development Company, Inc.
Date Filed: May 16, 1996, June 14, 1996, June 24, 1996, June 27, 1996,
June 28, 1996
<PAGE>
This Amendment No. 5 dated July 15, 1996 amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 ("Schedule 13E-4") filed
with the Securities and Exchange Commission on May 16, 1996 and amended
on June 14, 1996, June 24, 1996, June 27, 1996 and June 28, 1996 by
Horsehead Resource Development Company, Inc., a Delaware corporation (the
"Company"), relating to the Company's offer to purchase up to 4,636,600
shares of its common stock, par value $.01 per share (the "Shares"), for
$5.75 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated May 16, 1996, as
amended and supplemented by the Supplement thereto, dated June 28, 1996
and in the Letter of Transmittal, dated May 16, 1996 (which
collectively constitute the "Offer"), copies of which have been
attached to the Schedule 13E-4 as Exhibits (a)(1), (a)(2) and (a)(12),
respectively. This Amendment No. 5 is being filed concurrently with
Amendment No. 5 to the Rule 13E-3 Transaction Statement of the Company.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE ISSUER OR AFFILIATE.
Item 3 is hereby amended by the addition of the following sentences
at the end of Item 3:
"The Company by letter dated June 28, 1996 informed NASDAQ of
its desire to delist from NASDAQ on July 15, 1996. The Company also
filed on June 28, 1996 a Certification of Notice of Termination of
Registration under Section 12(g) of the Securities Exchange Act of 1934
(the "Exchange Act") on Form 15 relating to the common stock of the
Company. The Company's obligation, pursuant to Section 15(d) of the
Exchange Act, to file reports pursuant to Section 13(a) of the Exchange
Act, has been immediately suspended upon filing of the above referenced
Form 15."
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in Item 8 of the Schedule 13E-4 is
hereby amended and supplemented as follows:
(e) "The Offer expired at 5:00 p.m., New York City time, on July
12, 1996. The number of Shares acquired pursuant to the Offer was
4,124,527."
<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.
HORSEHEAD RESOURCE DEVELOPMENT
COMPANY, INC.
By: /s/ William M. Quirk
William M. Quirk
President
Date: July 15, 1996
