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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WCI STEEL, INC.
(NAME OF SUBJECT COMPANY)
WCI STEEL, 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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MR. BRET W. WISE
VICE PRESIDENT, FINANCE
AND CHIEF FINANCIAL OFFICER
WCI STEEL, INC.
1040 PINE AVENUE, S.E.
WARREN, OHIO 44483-6528
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the 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 Amendment No.1 (this "Amendment") on Schedule 14D-9 amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Statement") originally filed with the Securities and Exchange Commission on
October 28, 1996 by WCI Steel, Inc., an Ohio corporation (the "Company"),
relating to the offer by WCI Steel Holdings, Inc., a Delaware corporation, to
purchase all of the outstanding shares of common stock, no par value, $.01
stated value (the "Shares") of the Company 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, and in the related
Letter of Transmittal, previously filed as Exhibits (a)(1) and (a)(2),
respectively, to the Statement.
Capitalized terms used herein but not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Statement. Except as
expressly set forth below, all information in the Statement remains unchanged
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and restated to read in its entirety as follows:
(a)(1) Offer to Purchase, dated October 28, 1996.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other
Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Letter to Shareholders of the Company, dated October 28, 1996.
(a)(8) Text of Press Release issued by WCI Steel, Inc. on October 23, 1996.
(a)(9) Summary Advertisement, dated October 31, 1996.
(b) Not applicable.
(c)(1) Letter, dated October 9, 1996, from The Renco Group, Inc. to the
Board of Directors of WCI Steel, Inc.
(c)(2) Letter Agreement, dated October 23, 1996, among The Renco Group,
Inc., WCI Steel Holdings, Inc. and WCI Steel, Inc. (attached as Annex
D to Exhibit (a)(1) hereto, the Offer to Purchase).
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SIGNATURE
After reasonable 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.
Dated: October 31, 1996
WCI STEEL, INC.
By /s/ BRET W. WISE
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Name: Bret W. Wise
Title: Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
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<S> <C> <C>
(a)(1) Offer to Purchase, dated October 28, 1996..................................................... *
(a)(2) Letter of Transmittal......................................................................... *
(a)(3) Notice of Guaranteed Delivery................................................................. *
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.............. *
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other *
Nominees......................................................................................
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute *
Form W-9......................................................................................
(a)(7) Letter to Shareholders of the Company, dated October 28, 1996................................. *
(a)(8) Text of Press Release issued by WCI Steel, Inc. on October 23, 1996........................... *
(a)(9) Summary Advertisement, dated October 31, 1996................................................. --
(b) Not applicable................................................................................ *
(c)(1) Letter, dated October 9, 1996, from The Renco Group, Inc. to the Board of Directors of WCI *
Steel, Inc....................................................................................
(c)(2) Letter Agreement, dated October 23, 1996, among The Renco Group, Inc., WCI Steel Holdings, *
Inc. and WCI Steel, Inc. (attached as Annex D to Exhibit (a)(1) hereto, the Offer to
Purchase).....................................................................................
</TABLE>
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* 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.
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.
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:
[GEORGESON 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
