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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): NOVEMBER 5, 1998
J&L SPECIALTY STEEL, INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-11126-60
PENNSYLVANIA 25-1564186
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
P.O. BOX 3373
ONE PPG PLACE, PITTSBURGH, PA 15230-3373
(Address of principal executive offices) (Zip code)
412-338-1600
(Registrant's telephone number, including area code)
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Item 7 Financial Statements and Exhibits
(c) Exhibits
99 Press Release dated November 5, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
J&L SPECIALTY STEEL, INC.
(Registrant)
/s/ KIRK F. VINCENT
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Kirk F. Vincent
Executive Vice President, Finance and
Administration and Chief Financial Officer
(Principal financial officer and duly
authorized signatory)
Dated: November 6, 1998
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Exhibit 99
NEWS RELEASE
[J&L LOGO}
J&L Specialty Steel, Inc.
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P.O. Box 3373
One PPG Place
Pittsburgh, PA 15230-3373
Media Contact:
Jim Leonard
(412) 338-1736
Investor Contact:
J. Scott Keller
(412) 338-1708
FOR IMMEDIATE RELEASE
USINOR, J&L SPECIALTY STEEL, INC. ENTER INTO NEW MERGER AGREEMENT
Pittsburgh, November 5, 1998 - Usinor and J&L Specialty Steel, Inc. (NYSE:
JL) today announced that they have entered into a new definitive merger
agreement pursuant to which Usinor will offer to acquire all the issued and
outstanding shares J&L common stock that it does not already own for $6.375 per
share in cash. There are 18,033,000 outstanding shares of J&L common stock not
currently owned by Usinor representing approximately 46.5% of the outstanding
shares.
On October 29, 1998, Usinor and J&L had entered into a similar merger
agreement at $6.25 per share. This merger agreement was terminated by Usinor
earlier today following a decision by a special committee of the Board of
Directors of J&L to withdraw its recommendation that J&L shareholders accept the
$6.25 per share offer from Usinor until the special committee had an opportunity
to study additional information.
The new transaction was unanimously approved by the special committee, as
well as by the other directors of J&L who participated in a special board
meeting held today.
Pursuant to the merger agreement, a wholly owned subsidiary of Usinor will
commence, on or prior to November 12, 1998, a cash tender offer to acquire all
the J&L shares. Unless a majority of the shares not currently owned by Usinor
are validly tendered and not withdrawn, Usinor may not purchase any shares in
the tender offer without the consent of the special committee of the Board of
Directors of J&L. The tender offer will be subject to other customary
conditions. Following the successful completion of the tender offer, the merger
agreement contemplates that a second-step merger will be effected, in which the
remaining shareholders of J&L will be entitled to receive $6.375 per share.
Following the merger, J&L will become a wholly owned subsidiary of Usinor.
J&L Specialty Steel, Inc. is a leading manufacturer of flat rolled
stainless steel products. The company is headquartered in Pittsburgh,
Pennsylvania, with plants located in Midland, Pennsylvania, Louisville, Ohio and
Detroit, Michigan.
With a worldwide production of approximately 16.1 million tons in 1997,
Usinor is a world-leading producer of steel. Its principal activities are
divided into flat carbon steels, stainless steel and alloys and specialty
steels.
