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. 4
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: $2,014.34
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
<PAGE>
This Amendment No. 4 dated June 28, 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 and June 27, 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 (the "Offer to Purchase"), as amended
and supplemented by the Supplement thereto, dated June 28, 1996 (the
"Supplement") and in the Letter of Transmittal, dated May 16, 1996 (which,
as amended from time to time, together 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. 4 is being filed
concurrently with Amendment No. 4 to the Rule 13E-3 Transaction Statement
of the Company.
ITEM 1. SECURITY AND ISSUER.
The information set forth in Item 1(b) of the Schedule 13E-4 is
hereby amended and supplemented as follows:
(b) Reference is hereby made to the Supplement, which is herein
incorporated by reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 2 of the Schedule 13E-4 is hereby
amended and supplemented as follows:
(a)-(b) Reference is hereby made to the Supplement, which is
herein incorporated by reference.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in Item 8 of the Schedule 13E-4 is hereby
amended and supplemented as follows:
(e) Reference is hereby made to the Supplement and press release,
copies of which are attached hereto as Exhibits (a)(12) and
(a)(13), respectively, and are herein incorporated by reference
in their entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Supplement to Offer to Purchase, dated June 28, 1996.
(a)(13) Press Release issued by the Company on June 28, 1996.
<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: June 28,1996
<PAGE>
Exhibit No. Description Page No.
(a)(12) Supplement to Offer to Purchase, dated
June 28, 1996.
(a)(13) Press Release issued by the Company on
June 28, 1996.
EXHIBIT (A) (12)
SUPPLEMENT TO OFFER TO PURCHASE
<PAGE>
SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH BY
HORSEHEAD RESOURCE DEVELOPMENT COMPANY, INC. UP TO
4,636,600 SHARES OF ITS COMMON STOCK
AT $5.75 NET PER SHARE
THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS NOW EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 12, 1996. THE COMPANY
DOES NOT INTEND TO FURTHER EXTEND THE OFFER.
The information included in this Supplement amends and supplements the
Offer to Purchase dated May 16, 1996 (the "Offer to Purchase") of Horsehead
Resource Development Company, Inc., a Delaware corporation (the "Company").
This Supplement amends the Offer to Purchase (which, together with this
Supplement and the Letter of Transmittal constitute the "Offer") by
increasing the number of Shares to be repurchased in the Offer from
1,751,600 Shares to 4,636,600 Shares, removing the condition that BUS shall
have not tendered any of its Shares and making certain other changes. In
addition, this Supplement provides information regarding recent developments
relating to the Company and amends certain information to reflect the
revised terms of the Offer. Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Offer to Purchase.
The procedure for tendering Shares is set forth in "The Offer -
Procedure for Tendering Shares" in the Offer to Purchase. ALL SHARES THAT
PREVIOUSLY HAVE BEEN PROPERLY TENDERED AND NOT WITHDRAWN REMAIN PROPERLY
TENDERED WITHOUT FURTHER ACTION PURSUANT TO THE OFFER AS AMENDED BY THIS
SUPPLEMENT. Shareholders who have not tendered and desire to do so may
use the enclosed Letter of Transmittal.
-------------------------
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO BUS NOT TENDERING MORE THAN
2,885,000 SHARES PURSUANT TO THE OFFER, AND CERTAIN OTHER CONDITIONS. SEE
SECTION 5 OF THE OFFER TO PURCHASE.
-------------------------
The Shares are traded on the Nasdaq Stock Market's National Market
(the "NNM"). On June 27, 1996, the last reported sale on the day before
the announcement of the terms of this amendment to the Offer on the NNM
was $5.50 per Share. Stockholders are urged to obtain a current market
quotation for the Shares.
UPON TERMINATION OF THE OFFER, THE SHARES WILL CEASE TO BE LISTED ON
THE NNM AND THE COMPANY WILL CEASE TO BE A REPORTING COMPANY UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ACCORDINGLY, NO PUBLIC MARKET
FOR THE SHARES WILL EXIST AFTER THE OFFER. SEE SECTION 13 OF THE OFFER TO
PURCHASE.
-------------------------
THE BOARD OF DIRECTORS OF THE COMPANY BY MAJORITY VOTE HAS
DETERMINED THAT BASED UPON THE OPINION OF THE FINANCIAL ADVISOR OF THE
COMPANY THE OFFER DESCRIBED HEREIN IS FAIR TO, AND IN THE BEST INTERESTS OF,
THE PUBLIC STOCKHOLDERS OF THE COMPANY, AND RECOMMENDS THAT
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE OFFER. SEE
"SPECIAL FACTORS - BACKGROUND OF THE OFFER" OF THE OFFER TO PURCHASE.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR HAS THE SEC PASSED UPON
THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
--------------------------
The Information Agent for the Offer is:
Morrow & Co., Inc.
June 28, 1996
<PAGE>
IMPORTANT
Any stockholder who has previously tendered his Shares need not take
any further action. Any stockholder desiring to tender all or any portion
of such stockholder's Shares and who has not already tendered his Shares
should either (1) complete and sign the Letter of Transmittal or a
facsimile copy thereof in accordance with the instructions in the Letter
of Transmittal, mail or deliver it and any other documents required by the
Letter of Transmittal to Chemical Mellon Shareholder Services, L.L.C., the
depositary for the Offer (the "Depositary"), and either mail or deliver
the certificates for such Shares to the Depositary along with the Letter
of Transmittal or follow the procedure for book-entry transfer set forth
in "The Offer - Procedure for Tendering Shares" in the Offer to Purchase,
or (2) request such stockholder's broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such stockholder.
A stockholder having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such stockholder
desires to tender such Shares.
A stockholder who desires to tender Shares and whose certificates for
such Shares are not immediately available (or who cannot follow the
procedure for book-entry transfer on a timely basis) or who cannot
transmit the Letter of Transmittal and all other required documents to the
Depositary before the expiration of the Offer should tender such Shares by
following the procedure for guaranteed delivery set forth in "The Offer -
Procedure for Tendering Shares" in the Offer to Purchase.
---------------------------
Any questions or requests for assistance may be directed to the
Information Agent at its address and telephone number set forth on the
back cover of this Supplement and requests for additional copies of this
Supplement, the Letter of Transmittal or the Notice of Guaranteed Delivery
may be directed to the Information Agent. Stockholders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
---------------------------
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF
OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFER OTHER THAN THOSE CONTAINED IN THIS SUPPLEMENT, THE OFFER TO PURCHASE
OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY.
<PAGE>
To the Holders of Common Stock of
Horsehead Resource Development Company, Inc.
The following information amends and supplements the Offer to Purchase
of the Company, pursuant to which the Company is (as amended) offering to
purchase up to 4,636,600 Shares for $5.75 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in this
Supplement, the Offer to Purchase and the Letter of Transmittal.
The Offer is not conditioned upon any minimum number of Shares being
tendered. As amended by this Supplement, the Company has removed, as a
condition to acceptance of Shares pursuant to the Offer, the requirement
that BUS shall not have tendered any of its Shares and will now purchase
up to 4,636,600 Shares pursuant to the Offer (inclusive of 2,885,000
Shares tendered by BUS). The Offer is, however, subject to BUS not
tendering more than 2,885,000 Shares pursuant to the Offer, and to certain
other conditions. See Section 5 of the Offer to Purchase.
The procedure for tendering Shares is set forth in "The Offer -
Procedure for Tendering Shares" in the Offer to Purchase. All Shares that
previously have been properly tendered and not withdrawn remain properly
tendered pursuant to the Offer as amended by this Supplement. Shareholders
who have not tendered and desire to do so may use the enclosed Letter of
Transmittal.
Except as set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase and the Letter of Transmittal
remain applicable in all respects to the Offer. This Supplement should be
read in conjunction with the Offer to Purchase. Stockholders are urged to
read this Supplement, the Offer to Purchase and the Letter of Transmittal
carefully before deciding to tender their Shares.
NUMBER OF SHARES
The number of Shares to be repurchased in the Offer by the Company has
been increased from 1,751,600 Shares to 4,636,600 Shares.
SOURCE AND AMOUNT OF FUNDS
If the Company were to purchase 4,636,600 Shares pursuant to the
Offer at the Purchase Price of $5.75 per Share, the aggregate cost of the
Offer would be approximately $26,660,450. The Company has sufficient
funds on hand to pay for these Shares.
EXTENSION OF THE OFFER
The Offer has been extended and will expire on 5:00 p.m., New York
City time on July 12, 1996 ("Expiration Date"). The Company does not
intend to further extend the Offer.
CONDITIONS OF THE OFFER
The condition set forth in paragraph (c) in "The Offer - Certain
Conditions of the Offer" in the Offer to Purchase is removed, and the
Company will purchase up to 4,636,600 Shares pursuant to the Offer
(inclusive of 2,885,000 Shares tendered by BUS). The Offer is, however,
subject to BUS not tendering more than 2,885,000 Shares pursuant to the
Offer.
REPORT OF FINANCIAL ADVISOR
A copy of the presentation materials used by Bear Stearns as part of
its oral presentation to the Board on April 30, 1996 has been filed as an
exhibit to the Transaction Statement on Schedule
<PAGE>
13E-3 filed with the SEC with respect to the Offer and is available
from the SEC as set forth in "Certain Information Concerning the
Company - Additional Information" in the Offer to Purchase, and will
be made available for inspection and copying at the principal
executive offices of the Company at 110 East 59th Street, New York,
New York 10022 during regular business hours by any interested
stockholder of the Company or his or her representative who has been
so designated in writing.
LITIGATION
On May 16, 1996, the Court held in Horsehead Resource Development
Company, Inc. v. B.U.S. Environmental Services, Inc., et al., Docket No.
95 Civ. 5802, that factual issues precluding dismissal existed as to
Lobbert's controlling interest in shares of the Company and that evidence
submitted was sufficient to demonstrate that there are no currently pending
criminal proceedings.
On June 10, 1996, 42 days after being aware of the Offer and 26
days after the announcement of the Offer, BUS informed HII that it
desired to tender 2,885,000 shares in the Offer. Pursuant to a Shareholder
Agreement, HII had by contract 30 days after this notice by BUS to
decide whether or not to exercise a right of first refusal with respect
to such shares. On June 24, 1996, BUS commenced an action in an attempt
to compel the Company to allow it to tender such Shares despite HII's
clear right of first refusal to purchase the 2,885,000 Shares which BUS
desired to tender. HII has since waived its right of first refusal and,
accordingly, the Company has determined to increase the number of Shares
to be purchased pursuant to the Offer to permit the tender by BUS as
well as all Shares tendered by Public Stockholders. Therefore, The
Company believes that BUS's action has been mooted.
FINANCIAL PROJECTIONS
The Company does not as a matter of course prepare and publicly
disclose projections as to future revenues or earnings. However, in
connection with Bear Stearns' analysis of the fairness of the Offer, at
the request of Bear Stearns certain projections as described below were
prepared by the Company's management and were made available to Bear
Stearns (the "Projections").
The Projections were not prepared with a view to complying with
published guidelines of the American Institute of Certified Public
Accountants or the SEC regarding projections and forecasts and have not
been reviewed by the Company's independent auditors. Therefore, none of
the Company, Bear Stearns or the Board assumes any responsibility
whatsoever for the accuracy of such information. The Projections were
based primarily on the maintenance of business trends and conditions
currently in effect, including maintenance of current zinc prices,
applying actual receipts of hazardous waste from the first quarter of 1996
to 1995's actual quarterly pattern of receipts and maintenance of first
quarter 1996 actual pricing. In addition, because the Projections
are based upon a variety of estimates and assumptions that are inherently
subject to significant business, economic and competitive uncertainties,
many of which are beyond the control of the Company, and upon assumptions
with respect to future business decisions which are subject to change,
there can be no assurance that they will be realized, and actual results
may vary materially from those projected.
The Company does not intend to update or otherwise revise the
Projections to reflect circumstances existing or developments occurring
after the preparation of the Projections. Information concerning the
Projections is included in this Supplement solely because such projections
were provided to Bear Stearns in connection with its rendering of an
opinion with respect to the fairness, from a financial point of view, of
the Offer.
<PAGE>
The Projections should be read in conjunction with the historical
financial statements of the Company set forth in the Offer to Purchase and
in the Company 1995 10-K and the Company March 1996 10-Q.
Horsehead Resource Development Company, Inc.
Summary Projected Financial Information
(Dollars in Thousands, Except Per Share and Ratio Amounts)
Year Ended
December 31, 1996
Income Statement:
Net sales . . . . . . . . . . . . . . . . . . . $88,500
Operating profit. . . . . . . . . . . . . . . . .15,700
Income before income taxes. . . . . . . . . . . .15,700
Income before extraordinary items . . . . . . . . 9,800
Net income. . . . . . . . . . . . . . . . . . . . 9,800
Per share(a):
Net income per common share. . . . . . . . . . . $0.27
Net income per common share
(and common share equivalents). . . . . . . . . . $0.27
Net income per share on a fully
diluted basis . . . . . . . . . . . . . . . . . . $0.27
Ratio of earnings to fixed charges. . . . . . . . .8.5x
(a) Average number of shares of common stock outstanding for the period
is 36,237,500.
Given the difficulty in estimating the Company's future financial results,
Bear Stearns was provided with a range of projected financial results for
the years ending December 31, 1997, 1998 and 1999 based on different trends
in business conditions. The projected financial results for the year ended
December 31, 1997 ranged from net income of $5.3 million, or $0.15 per
share, to $9.8 million, or $0.27 per share and were essentially unchanged
for each of the years ending December 31, 1998 and 1999.
HORSEHEAD RESOURCE DEVELOPMENT
COMPANY, INC.
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and
duly executed, will be accepted. The Letter of Transmittal, certificates
for Shares and any other required documents should be sent or delivered by
each stockholder of the Company or such stockholder's broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one
of its addresses set forth below.
The Depositary for the Offer is:
Chemical Mellon Shareholder Services, L.L.C.
By Mail: By Facsimile Transmission:
P.O. Box 817 (201) 296-4291 or 4293
Midtown Station Confirm by Telephone:
New York, NY 10018 (201) 296-4983
By Hand/Overnight Delivery:
120 Broadway
13th Floor
New York, NY 10271
______________________________________________________
Any questions or requests for assistance or for additional copies of
this Supplement, the Offer to Purchase, the Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to the Information Agent at
its address and the telephone numbers set forth below. Stockholders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer. To confirm delivery of your
Shares, stockholders are directed to contact the Depositary.
The Information Agent for the Offer is:
Morrow & Co., Inc.
909 Third Avenue
New York, New York 10022
(212) 754-8000 (Call Collect)
or
1-800-662-5200 (Toll Free)
EXHIBIT (A) (13)
PRESS RELEASE
<PAGE>
Media Contact
(212) 527-3003
HORSEHEAD RESOURCE DEVELOPMENT GOING PRIVATE,
ANNOUNCES AMENDED TENDER OFFER AND FINAL EXTENSION
NEW YORK, NY, June 28, 1996 (NASDAQ-HHRD) Horsehead Resource
Development Co., Inc. (HRD) announced today that it has amended its tender
offer in order to increase the number of shares repurchased. The amended
offer is to repurchase 4,636,600 shares of HRD's common stock, including
all 1,751,600 shares held by its public stockholders and 2,885,000 shares
held by B.U.S Environmental Services, Inc. The offer will now expire on
July 12, 1996 at 5:00 p.m. HRD does not intend to further extend the
offer. As of June 27, 1996 a total of approximately 4,057,000 shares have
been tendered in response to the offer. The purchase price for each share
of common stock is $5.75 per share in cash. The offer is subject to various
terms and conditions described in offering materials that have been
distributed to public stockholders. Chemical Mellon Shareholder Services
L.L.C. is the depositary and Morrow & Co., Inc. is the information agent.
After the repurchase, HRD's shares will no longer be listed on NASDAQ or
registered under the Federal securities laws.
