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. 3
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
$10,071,700 $2,014.34
*Based upon purchase of 1,751,600 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
<PAGE>
This Amendment No. 3 dated June 27, 1996 amends 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 and
June 24, 1996 by Horsehead Resource Development Company, Inc., a Delaware
corporation (the "Company"), relating to the offer by the Company to
purchase up to 1,751,600 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 and in the Letter of
Transmittal, dated May 16, 1996, copies of which were attached to
the Schedule 13E-3 as Exhibits (d)(1) and (d)(2), respectively.
The Company hereby files with this Amendment No. 3 a copy of
the press release which was released by the Company on June 27,
1996. This Amendment No. 3 is being filed concurrently with
Amendment No. 3 to the Statement on Schedule 13E-4 of the Company.
The following information amends the information previously
included in the Schedule 13E-3.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of Schedule 13E-3 is
hereby amended as follows:
Reference is hereby made to the press release issued by the
Company on June 27, 1996, a copy of which is attached hereto as
Exhibit (d)(11), and is herein incorporated by reference in its
entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(11) Press Release dated June 27, 1996.
(j) Amendment No. 3 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: June 27, 1996
<PAGE>
Exhibit No. Description Page No.
(d)(11) Press Release dated June 27,
1996.
(j) Amendment No. 3 to Issuer
Tender Offer Statement on
Schedule 13E-4
EXHIBIT (D)(11)
PRESS RELEASE
<PAGE>
Media Contact
(212) 527-3003
HORSEHEAD RESOURCE DEVELOPMENT
GOING PRIVATE, EXTENDS CASH TENDER OFFER
NEW YORK, NY, June 27, 1996 (NASDAQ-HHRD) Horsehead Resource
Development Co., Inc. (HRD) announced today that it has extended its offer
to repurchase all 1,751,600 shares of its common stock held by its public
stockholders. The offer will now expire on July 2, 1996 at 12:00 midnight,
unless extended. As of June 26, 1996 a total of approximately 1,172,000
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.
EXHIBIT (J)
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. 3
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
$10,071,700 $2,014.34
Based upon purchase of 1,751,600 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
<PAGE>
This Amendment No. 3 dated June 27, 1996 amends 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 and June 24, 1996 by Horsehead Resource
Development Company, Inc., a Delaware corporation (the "Company"),
relating to the Company's offer to purchase up to 1,751,600 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
and in the Letter of Transmittal, dated May 16, 1996, copies of
which were attached to the Schedule 13E-4 as Exhibits (a)(1) and
(a)(2), respectively.
The Company hereby files with this Amendment No. 3 a copy of
the press release which was released by the Company on June 27,
1996. This Amendment No. 3 is being filed concurrently with
Amendment No. 3 to the Rule 13E-3 Transaction Statement of the
Company.
The following information amends the information previously
included in the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in Item 8 of the Schedule 13E-4 is
hereby amended as follows:
(e) Reference is hereby made to the press release issued by
the Company on June 27, 1996, a copy of which is attached hereto as
Exhibit (a)(11), and is herein incorporated by reference in its
entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release dated June 27, 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 27, 1996
