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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 2)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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J&L SPECIALTY STEEL, INC.
(Name of Issuer)
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J&L SPECIALTY STEEL, INC.
ICE ACQUISITION CORP.
USINOR
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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466046 10 9
(CUSIP Number of Class of Securities)
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Patrick Letourneru Kirk F. Vincent
ICE ACQUISITION CORP. J&L SPECIALTY STEEL, INC.
USINOR One PPG Place 18th Floor
13 cours Valmy P.O. Box 3373
92070 La Defense Cedex, France Pittsburgh, PA 15230-3373
011-331-41-25-61-88 P.O. Box 3373
(412) 338-1600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
John J. Madden, Esq. Robert C. Treuhold, Esq. Janice C. Hartman, Esq.
Shearman & Sterling Shearman & Sterling Kirkpatrick & Lockhart LLP
599 Lexington Avenue 114, avenue des Champs-Elysees 1500 Oliver Building
New York, New York 75008 Paris, France Pittsburgh, PA 15222
(212) 848-4000 011-331-53-89-70-00 (412) 355-6500
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: |_|
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This Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "Amendment") is being filed by (i) Usinor, a societe
anonyme organized under the laws of the Republic of France ("Parent"), (ii) Ice
Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a wholly owned
subsidiary of Parent, and (iii) J&L Specialty Steel, Inc., a Pennsylvania
corporation (the "Company"), pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in connection with
the tender offer by Purchaser for all the outstanding shares (the "Shares") of
common stock, $0.01 par value, of the Company not already owned by Parent or any
of its affiliates, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 12, 1998 (the "Offer to Purchase") and the
related Letter of Transmittal (which together constitute the "Offer").
Item 4. Terms of the Transaction
(a) Item 4(a) is hereby amended by amending and restating in its entirety the
first sentence of the third paragraph under "THE TENDER OFFER -- Section 1.
Terms of the Offer; Expiration Date" in the Offer to Purchase as follows:
Subject to the applicable regulations of the Commission,
Purchaser also expressly reserves the right, in its sole discretion
(subject to the terms and conditions of the Merger Agreement), at any
time and from time to time, (i) to delay acceptance for payment of, or,
regardless of whether such Shares were theretofore accepted for payment,
payment for, any Shares, pending receipt of any regulatory approval
specified in "THE TENDER OFFER -- Section 13. Certain Legal Matters and
Regulatory Approvals", (ii) to terminate the Offer and not accept for
payment any Shares upon the occurrence of any of the conditions
specified in "THE TENDER OFFER -- Section 12. Certain Conditions of the
Offer" prior to the Expiration Date and (iii) to waive any condition,
except for the Minimum Condition, or otherwise amend the Offer in any
respect, by giving oral or written notice of such delay, termination,
waiver or amendment to the Depositary and by making a public
announcement thereof.
(b) Item 4(a) is hereby amended by amending and restating in its entirety the
first paragraph under "THE TENDER OFFER -- Section 2. Acceptance for Payment and
Payment for Shares" in the Offer to Purchase as follows:
2. Acceptance for Payment and Payment for Shares. Upon the terms
and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment, and will pay for, all
Shares validly tendered and not properly withdrawn prior to the
Expiration Date, promptly after the Expiration Date. Notwithstanding the
immediately preceding sentence and subject to applicable rules of the
Commission and the terms and conditions of the Merger Agreement,
Purchaser expressly reserves the right to delay acceptance for payment
of, or payment for, Shares pending receipt of any regulatory approvals
specified in "THE TENDER OFFER -- Section 13. Certain Legal Matters and
Regulatory Approvals" or in order to comply in whole or in part with any
other applicable law.
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(c) Item 4(a) is hereby amended by amending and restating in its entirety the
first paragraph under "THE TENDER OFFER -- Section 12. Certain Conditions of the
Offer" in the Offer to Purchase as follows:
12. Certain Conditions of the Offer. Purchaser shall not, without
the consent of the Special Committee, accept for payment any Shares
tendered pursuant to the Offer unless at least a majority of the then
issued and outstanding Shares, without regard to the Parent Shares,
shall have been validly tendered and not withdrawn prior to the
expiration of the Offer. Notwithstanding any other provision of the
Offer, Purchaser shall not be required to accept for payment or, subject
to the applicable rules and regulations of the Commission, including
Rule 14e-1(c) under the Exchange Act, pay for any Shares tendered
pursuant to the Offer, and may terminate or amend the Offer and may
postpone the acceptance for payment of or the payment for any Shares
tendered, if (i) immediately prior to the expiration of the Offer the
Minimum Condition shall not have been satisfied or (ii) at any time on
or after November 5, 1998 and prior to the Expiration Date and prior to
the acceptance for payment of Shares, any of the following conditions
shall exist:
Item 8. Fairness of the Transaction.
(a) Item 8(a) is hereby amended by amending and restating in its entirety the
fourth paragraph under "INTRODUCTION" in the Offer to Purchase as follows:
The board of directors of the Company (the "Board"), by the
unanimous vote of all directors present, based upon, among other things,
the unanimous recommendation and approval of a committee of the Board
(the "Special Committee") comprised of disinterested directors, has
determined that the Offer and the Merger (as defined below) are fair to,
and in the best interests of, the Company and the shareholders of the
Company other than Parent and its subsidiaries and recommends that
shareholders accept the Offer and tender their Shares pursuant to the
Offer.
(b) Item 8(a) is hereby amended by amending and restating in their entirety the
first and second paragraphs under "SPECIAL FACTORS--Recommendation of the
Company's Board; Fairness of the Offer and the Merger" in the Offer to Purchase
as follows:
On November 5, 1998, the Special Committee, by the unanimous vote
of both of its members, determined that the Merger Agreement and the
Transactions, including the Offer and the Merger, are fair to and in the
best interests of the Company and the shareholders of the Company other
than Parent and its subsidiaries, approved the Merger Agreement and the
Transactions and voted to recommend that the Board approve the Merger
Agreement and the Transactions.
On November 5, 1998, the Board, based in part on the unanimous
recommendation of the Special Committee, by the unanimous vote of all
directors present, determined that the Merger Agreement and the
Transactions, including the Offer and the Merger, are fair to and in the
best interests of the Company and the shareholders of the Company other
than Parent and its subsidiaries, and approved the Merger Agreement and
the Transactions. In addition, the Board, by the unanimous vote of all
directors present, recommended that the shareholders of the Company
accept the Offer and tender their Shares pursuant to the Offer and, if
necessary, approve and adopt the
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Merger Agreement and approve the Merger. Messrs. Francis Mer and
Michel Le Page were not present at this Board meeting.
Item 16. Additional Information
(a) Item 16 is hereby amended by amending and restating in its entirety the last
three sentences under "SPECIAL FACTORS -- CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS" in the Offer to Purchase as follows:
Neither Parent nor Purchaser assumes any responsibility for the
accuracy or validity of the foregoing Projections.
Forward-looking statements also include those preceded by,
followed by or that include the words "believes", "expects",
"anticipates" or similar expressions. Such statements should be
viewed with caution.
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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.
December 2, 1998
ICE ACQUISITION CORP.
By: /s/ Robert Hudry
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Name: Robert Hudry
Title: Vice President
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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.
December 2, 1998
USINOR
By: /s/ Robert Hudry
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Name: Robert Hudry
Title: Chief Financial Officer
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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.
December 2, 1998
J&L SPECIALTY STEEL, INC.
By: /s/ Eugene A. Salvadore
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Name: Eugene A. Salvadore
Title: President and Chief
Executive Officer
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