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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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WCI STEEL, INC.
(Name of Subject Company)
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WCI STEEL HOLDINGS, INC.
THE RENCO GROUP, INC.
(Bidders)
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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.
THE RENCO GROUP, INC.
WCI STEEL HOLDINGS, 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 Bidders)
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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. 3 (this "Amendment") on Schedule 14D-1 amends and supplements
the Tender Offer Statement on Schedule 14D-1 (the "Statement") originally filed
with the Securities and Exchange Commission (the "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"), as amended
by Amendment No. 1 thereto, filed with the Commission on October 31, 1996, and
as further amended by Amendment No. 2 thereto, filed with the Commission on
November 18, 1996, 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 (including the First Supplement thereto filed
as Exhibit (a)(10) to the Statement, the "Offer to Purchase"), and in the
related Letter of Transmittal, copies of which have been previously filed with
the Statement as Exhibits (a)(1) and (a)(2) respectively, thereto (which, as may
be thereafter amended, collectively constitute the "Offer").
This Amendment also constitutes a Statement on Schedule 13D with respect to
the acquisition by Holdings on November 27, 1996 of beneficial ownership of all
of the Shares owned by Renco. The item numbers and responses thereto below and
in the Statement and Amendments No. 1 and No. 2 are in accordance with the
requirements of Schedule 14D-1.
This Amendment constitutes the final amendment to the Statement.
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 below, all information in the Statement remains unchanged
and is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and restated to read in its entirety as follows:
(a) The information set forth under "Introduction," "Special
Factors--Purpose, Structure and Benefits of the Offer and Merger" and
"--Interests of Certain Persons" in the Offer to Purchase is incorporated herein
by reference.
The Offer expired at 12:00 midnight, New York City time, on November 26,
1996. On that date, Renco contributed to the capital of Holdings the 30,746,800
Shares directly owned by Renco. Pursuant to the Offer, on November 27, 1996,
Holdings accepted 5,397,623 Shares for payment (including 6,550 Shares tendered
pursuant, and subject to, guaranteed delivery procedures) at $10.00 per Share.
The Shares accepted by Holdings for payment constituted approximately 95.46% of
the total number of Shares not owned by Holdings on such date after the
contribution by Renco described above. As a result of the Offer, Holdings owned
a total aggregate of 36,144,423 Shares, or approximately 99.29% of the total
number of outstanding Shares.
On November 27, 1996, Holdings merged with and into the Company, with the
Company continuing as the surviving corporation, all pursuant to the Merger.
Pursuant to, and as a result of, the Merger, all Shares owned by Holdings were
canceled, all 256,977 Shares not owned by Holdings were acquired by Holdings and
converted into the right of the former holders thereof to receive the Offer
Consideration, and each share of common stock, $.01 par value, of Holdings, was
converted into one share of common stock, no par value, $.01 stated value, of
the Company ("New WCI Shares"). As a result of the Merger, as of November 27,
1996, Renco owns 100 New WCI Shares, which shares constitute all of the
outstanding shares of common stock, no par value, $.01 stated value, of the
Company.
Except as set forth in this Item 6 and in Item 2 of the Statement, none of
the persons named in such Item 2 beneficially owns any Shares or has effectd any
transaction in the Shares during the past 60 days.
(b) On September 26, 1996, 3,000 Shares were issued by the Company to S.
Daniel Abraham, a former director of the Company, pursuant to the Company's
Stock Plan for Outside Directors; however, such Shares were returned to the
Company and canceled upon Mr. Abraham's resignation from the Board of
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Directors. The information set forth under "Special Factors--Background" in the
Offer to Purchase and in Item 6(a) hereof is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and restated to read in its entirety as follows:
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(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, dated October 23, 1996.
(a)(9) Summary Advertisement, dated October 31, 1996.
(a)(10) First Supplement, dated November 18, 1996, to Offer to Purchase, dated October 28,
1996.
(a)(11) Text of Press Release issued by WCI Steel, Inc., dated November 27, 1996.
(b) Commitment Letter, dated October 25, 1996, from Congress Financial Corporation to
The Renco Group, Inc.
(c) Letter, dated October 9, 1996, from The Renco Group, Inc. to the Board of Directors
of WCI Steel, Inc.
(d) None.
(e) Not applicable.
(f) None.
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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: November 27, 1996
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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
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EXHIBIT INDEX
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EXHIBIT PAGE NO.
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(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, dated October 23, 1996................................................ *
(a)(9) Summary Advertisement, dated October 31, 1996................................................ *
(a)(10) First Supplement, dated November 18, 1996, to Offer to Purchase, dated October 28, 1996...... *
(a)(11) Text of Press Release issued by WCI Steel, Inc., dated November 27, 1996..................... --
(b) Commitment Letter, dated October 25, 1996, from Congress Financial Corporation to The Renco *
Group, Inc.................................................................................
(c) Letter, dated October 9, 1996, from The Renco Group, Inc. to the Board of Directors of WCI *
Steel, Inc.................................................................................
(d) None......................................................................................... *
(e) Not applicable............................................................................... *
(f) None......................................................................................... *
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* Previously filed
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Exhibit (a)(11)
[logo]
NEWS RELEASE________________________________________________________________
CONTACT:
Jack Walter, Director-Corporate Affairs
(330) 841-8216
WCI STEEL, INC. ANNOUNCES SATISFACTION OF
PUBLIC ACCEPTANCE CONDITION AND EXPIRATION
OF TENDER OFFER BY WCI STEEL HOLDINGS, INC.
WARREN, OHIO (Nov. 27, 1996) - WCI Steel, Inc. (NYSE:WRN) announced today
that the offer by WCI Steel Holdings, Inc. to purchase all of the outstanding
shares of common stock of WCI, expired at 12:00 midnight, New York City time, on
Tuesday, November 26, 1996. In the offer, 5,397,623 shares were tendered, or
approximately 95.46% of the total number of shares not owned by WCI Steel
Holdings, including 6,550 shares subject to guarantees of delivery or receipt of
additional documentation. As a result, WCI Steel Holdings satisfied the public
acceptance condition to the offer, which required that at least 2,770,576 public
shares be tendered in the offer. Immediately after the closing of the offer,
which is anticipated to occur today, WCI will have a total number of 36,401,400
shares outstanding, of which WCI Steel Holdings will own 36,144,523 shares, or
approximately 99.29% of such total.
As previously announced, any shares not tendered and purchased pursuant to
the offer will be acquired in a "short form" merger of WCI Steel Holdings with
and into WCI, with WCI continuing as the surviving corporation. It is expected
that the merger will be effected today, after which WCI will be a wholly-owned
subsidiary of The Renco Group, Inc.
WCI is an integrated flat-rolled steel producer with an emphasis on custom
carbon, alloy and electrical steel products. WCI offers approximately 135 grades
of high-quality steel used by strip convertors, steel service centers,
electrical equipment manufacturers and the automotive and construction
industries.
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Public Affairs
WCI Steel, Incorporated
1040 Pine Avenue, SE
Warren, OH 44483-6528
(330) 841-8218
