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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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WCI STEEL, INC.
(Name of the Issuer)
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WCI STEEL HOLDINGS, INC.
THE RENCO GROUP, INC.
(Name of Person(s) Filing Statement)
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COMMON STOCK, NO PAR VALUE, $.01 STATED VALUE
(Title of Class of Securities)
92923J109
(CUSIP Number of Class of Securities)
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DENNIS A. SADLOWSKI, ESQ.
WCI STEEL HOLDINGS, INC.
THE RENCO GROUP, INC.
C/O THE RENCO GROUP, INC.
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
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COPY TO:
MICHAEL C. RYAN, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
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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 statement referred to in
checking box (a) are preliminary copies. / /
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TENDER OFFER
This Amendment No. 1 (this "Amendment") on Schedule 13E-3 amends and
supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Statement") originally filed with the Securities and Exchange Commission on
October 28, 1996 by WCI Steel Holdings, Inc., a Delaware corporation
("Holdings"), and The Renco Group, Inc., a New York corporation ("Renco") that
beneficially owns 30,746,900 shares of common stock, no par value, $.01 stated
value (the "Shares"), of WCI Steel, Inc., an Ohio corporation (the "Company"),
relating to the offer by Holdings to purchase all of the outstanding Shares at
$10.00 per Share, net to the seller in cash, on the terms and subject to the
conditions, and as more fully set forth in, the Offer to Purchase, dated October
28, 1996 (the "Offer to Purchase"), and in the related Letter of Transmittal,
copies of which have been previously filed with the Statement as Exhibits (d)(1)
and (d)(2), respectively, thereto (which, as may be thereafter amended,
collectively constitute the "Offer").
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Statement. Except as
expressly set forth herein, all information in the Statement remains unchanged,
and is incorporated herein by reference.
CROSS REFERENCE SHEET
The Cross Reference Sheet is hereby amended and restated to read in its
entirety as follows:
<TABLE>
<CAPTION>
WHERE LOCATED IN THE SCHEDULE
ITEM IN SCHEDULE 13E-3 14D-1
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<S> <C> <C>
Items 1(a)-(c)................................................................ Items 1(a)-(c)
Items 1(d)-(f)................................................................ *
Item 2....................................................................... Item 2
Item 3(a)(1)................................................................. Item 3(a)
Item 3(a)(2)................................................................. Item 3(b)
Item 3(b).................................................................... *
Item 4(a).................................................................... *
Item 4(b).................................................................... **
Item 5....................................................................... Item 5
Item 6(a).................................................................... Item 4(a)
Item 6(b).................................................................... *
Item 6(c).................................................................... Item 4(b)
Item 6(d).................................................................... Item 4(c)
Item 7(a).................................................................... Item 5
Item 7(b).................................................................... **
Items 7(c)-(d)................................................................ *
Items 8(a)-(e)................................................................ *
Item 8(f).................................................................... **
Items 9(a)-(c)................................................................ *
Item 10(a)................................................................... Item 6(a)
Item 10(b)................................................................... Item 6(b)
Item 11...................................................................... Item 7
Item 12...................................................................... *
Item 13(a)................................................................... *
Items 13(b)-(c)............................................................... **
Item 14(a)................................................................... *
Item 14(b)................................................................... **
Item 15(a)................................................................... **
Item 15(b)................................................................... Item 8
Item 16...................................................................... Item 10(f)
Item 17(a)................................................................... *
Items 17(b)-(c)............................................................... Items 11(b)-(c)
Item 17(d)................................................................... Item 11(a)
Item 17(e)................................................................... *
Item 17(f)................................................................... Item 11(f)
</TABLE>
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* Information in response to these Items of this Schedule 13E-3 is not
required to be included in the Schedule 14D-1.
** Not applicable.
2
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and restated to read in its entirety as follows:
(a) Commitment Letter, dated October 25, 1996, from Congress Financial
Corporation to The Renco Group, Inc.
(b)(1) Report of Gleacher NatWest Inc. to the Independent Director, dated
October 20, 1996 (with certain confidential information omitted)*.
(b)(2) Selected pages of the preliminary board report.
(c)(1) Letter, dated October 9, 1996, from The Renco Group, Inc. to the
Board of Directors of WCI Steel, Inc.
(c)(2) The information set forth under "Special Factors--Interests of
Certain Persons" in Exhibit (d)(1), the Offer to Purchase, is
incorporated herein by reference.
(d)(1) Offer to Purchase, dated October 28, 1996.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(d)(7) Letter to Shareholders of the Company, dated October 28, 1996.
(d)(8) Text of Press Release issued by WCI Steel, Inc. on October 23, 1996.
(d)(9) Summary Advertisement, dated October 31, 1996.
(e) Sections 1701.84 and 1701.85 of the Ohio General Corporation Law
(attached as Annex A to Exhibit (d)(1), the Offer to Purchase).
(f) Not applicable.
* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment request.
3
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 31, 1996
WCI STEEL HOLDINGS, INC.
By: /s/ ROGER L. FAY
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Name: Roger L. Fay
Title: Vice President
THE RENCO GROUP, INC.
By: /s/ ROGER L. FAY
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Name: Roger L. Fay
Title: Vice President, Finance
4
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE NO.
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<S> <C> <C>
(a) Commitment Letter, dated October 25, 1996, from Congress Financial Corporation to The Renco
Group, Inc.................................................................................... **
(b)(1) Report of Gleacher NatWest Inc. to the Independent Director, dated October 20, 1996 (with
certain confidential information omitted)*.................................................... **
(b)(2) Selected pages of the preliminary board presentation.......................................... **
(c)(1) Letter, dated October 9, 1996, from The Renco Group, Inc. to the Board of Directors of WCI
Steel, Inc.................................................................................... **
(c)(2) The information set forth under "Special Factors--Interests of Certain Persons" in Exhibit
(d)(1), the Offer to Purchase, is incorporated herein by reference............................ **
(d)(1) Offer to Purchase, dated October 28, 1996..................................................... **
(d)(2) Letter of Transmittal......................................................................... **
(d)(3) Notice of Guaranteed Delivery................................................................. **
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.............. **
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees...................................................................................... **
(d)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9......... **
(d)(7) Letter to Shareholders of the Company, dated October 28, 1996................................. **
(d)(8) Text of Press Release issued by WCI Steel, Inc. on October 23, 1996........................... **
(d)(9) Summary Advertisement, dated October 31, 1996................................................. --
(e) Sections 1701.84 and 1701.85 of Ohio General Corporation Law (attached as Annex A to Exhibit
(d)(1), the Offer to Purchase.)............................................................... **
(f) Not applicable................................................................................ **
</TABLE>
* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
** Previously Filed
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THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION
OF AN OFFER TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER
TO PURCHASE, DATED OCTOBER 28, 1996, AND THE RELATED LETTER OF
TRANSMITTAL, AND IS NOT BEING MADE TO NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF HOLDERS OF SHARES RESIDING
IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER
OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION
THE SECURITIES LAWS OF WHICH REQUIRE THE OFFER TO BE
MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL
BE DEEMED MADE ON BEHALF OF WCI STEEL HOLDINGS,
INC. BY THE DEALER MANAGER OR ONE OR MORE
REGISTERED BROKERS OR DEALERS LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OF THE ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK
OF
WCI STEEL, INC.
AT
$10.00 PER SHARE
BY
WCI STEEL HOLDINGS, INC.
A WHOLLY-OWNED SUBSIDIARY OF
THE RENCO GROUP, INC.
WCI Steel Holdings, Inc., a Delaware corporation ("Holdings") and a
wholly-owned subsidiary of The Renco Group, Inc., a New York corporation
("Renco"), is offering to purchase all of the outstanding shares of the
common stock, no par value, $.01 stated value (the "Shares"), of WCI Steel,
Inc., an Ohio corporation (the "Company"), at a price of $10.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated October 28, 1996 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Subject to satisfaction of the conditions to (as set forth in the Offer to
Purchase), and successful completion of, the Offer, Holdings will merge with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation and as a wholly-owned subsidiary of Renco. Capitalized
terms used herein and not otherwise defined have the respective meanings
ascribed to such terms in the Offer to Purchase.
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THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON NOVEMBER 25, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF SHARES MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL.
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The Offer is conditioned upon, among other things, there being validly
tendered and not properly withdrawn prior to the Expiration Date that number
of Shares representing a majority of the Public Shares.
The Board of Directors of the Company, based in part on the
recommendation of the Independent Director, has determined that each of the
Offer and the Merger is fair to the Company s shareholders, other than Renco
(which is the direct or indirect holder of approximately 84.47% of the
Shares), Ira Leon Rennert (who is the direct and indirect holder of
approximately 95.9% of the total number of outstanding Shares of Common Stock
of Renco) and the directors and executive officers of Renco and the Company
(the Company's shareholders, other than the foregoing, the "Public
Shareholders"), has approved the Equity Transactions and recommends that the
Company's Public Shareholders accept the Offer and tender all of their Shares
pursuant to the Offer.
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
For purposes of the Offer, Holdings will be deemed to have accepted for
payment (and thereby purchased) tendered Shares, as, if and when Holdings
gives oral or written notice to the Depositary of its acceptance of such
Shares for payment. Upon the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for Holdings for the purposes of receiving payment from Holdings and
transmitting payment to tendering shareholders whose Shares have theretofore
been tendered and accepted for payment. In all cases, payment for Shares
purchased pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates for such Shares (or a timely Book-Entry
Confirmation) with respect to such Shares and (ii) the Letter of Transmittal
or a facsimile thereof, properly completed and duly executed with all
required signature guarantees, and all other documents required by the Letter
of Transmittal. Under no circumstances will interest be paid on the purchase
price for Shares to be paid by Holdings, regardless of any delay in making
such payment.
The term "Expiration Date" means 12:00 midnight, New York City time, on
November 25, 1996, unless and until Holdings, in accordance with the terms of
the Offer, shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by Holdings, shall expire.
Holdings expressly reserves the right, subject to the terms of the Letter
Agreement, at any time or from time to time, to extend the period of time
during which the Offer is open and thereby delay acceptance for payment of,
or payment for, any Shares by giving oral or written notice of such extension
to the Depositary and by making a public announcement of such extension.
Holdings does not have any obligation to pay interest on the purchase price
for tendered Shares whether or not Holdings exercises its right to extend the
period of time during which the Offer is open. Any such extension will be
followed by a public announcement thereof not later than 9:00 a.m. New York
City time, on the next business day after the previously scheduled Expiration
Date. During any such extension, all Shares previously tendered and not
properly withdrawn will remain subject to the Offer, subject to the right of
a tendering shareholder to withdraw such shareholder's Shares. Without
limiting the manner in which Holdings may choose to make any public
announcement, Holdings will have no obligation to publish, advertise or
otherwise communicate any such announcement other than by issuing a release
to the Dow Jones News Service or as otherwise may be required by law.
Except as otherwise provided below, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (or, if Holdings shall have extended the period of time
during which the Offer is open, the latest time and date at which the Offer,
as so extended by Holdings, shall expire). For a withdrawal to be effective,
a written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at its address set forth on the back cover
of the Offer to Purchase. Any such notice of withdrawal must specify the name
of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder, if different from that
of the person who tendered such Shares. If certificates evidencing Shares
have been delivered or otherwise identified to the Depositary, then prior to
the release of such certificates, the tendering shareholder must also submit
the serial numbers shown on the particular certificates evidencing the Shares
to be withdrawn, and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution (except in the case of Shares tendered
for the account of an Eligible Institution). If Shares have been tendered
pursuant to the procedure for book-entry transfer set forth in Section 3 of
the Offer to Purchase, the notice of withdrawal must specify the name and
number of the account at the applicable Book-Entry Transfer Facility to be
credited with the withdrawn Shares. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by
Holdings, in its sole discretion, whose determination shall be final and
binding on all parties. Any Shares properly withdrawn will be deemed not
validly tendered for purposes of the Offer, but may be tendered at any
subsequent time prior to the Expiration Date by following any of the
procedures described in Section 3 of the Offer to Purchase.
The Company has provided Holdings with the Company's shareholder list
and security position listings for the purpose of disseminating the Offer to
shareholders. The Offer to Purchase, the related Letter of Transmittal and
all relevant materials have been mailed to record holders of Shares and have
been furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names or the names of whose nominees appear on the
Company's shareholder list or, if applicable, who are listed as participants
in a clearing agency s security position listing, for subsequent transmittal
to beneficial owners of Shares by Holdings.
The information required to be disclosed by paragraph (e)(1)(vii) of
Rule 14d-6 of the General Rules or Regulations under the Securities Exchange
Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is
made by shareholders with respect to the Offer.
Requests for copies of the Offer to Purchase, the Letter of Transmittal
and other tender offer documents may be directed to the Information Agent as
set forth below, and copies will be furnished promptly at Holdings expense.
Questions or requests for assistance may be directed to the Information Agent
or the Dealer Manager. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
Neither Holdings nor Renco will pay any fees or commissions to any broker or
dealer or other person (other than the Depositary and the Information Agent)
in connection with the solicitation of tenders of Shares pursuant to the
Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect (212) 440-9800
Call Toll Free: 1-800-223-2064
THE DEALER MANAGER FOR THE OFFER IS:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
277 Park Avenue
New York, New York 10172
(212) 892-4753 (call collect)
OCTOBER 31, 1996
