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
J&L SPECIALTY STEEL, INC.
(Name of Subject Company)
J&L SPECIALTY STEEL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
466046 10 9
(CUSIP Number of Class of Securities)
KIRK F. VINCENT
EXECUTIVE VICE PRESIDENT, FINANCE AND ADMINISTRATION
AND CHIEF FINANCIAL OFFICER
J&L SPECIALTY STEEL, INC.
ONE PPG PLACE, 18TH FLOOR, BOX 3373
PITTSBURGH, PENNSYLVANIA 15230-3373
(412) 338-1600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
with a copy to:
JANICE C. HARTMAN, ESQ.
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
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J&L Specialty Steel, Inc., a Pennsylvania corporation (the "Company"),
hereby amends its Solicitation/Recommendation Statement on Schedule 14D-9,
originally filed on November 12, 1998 (the "Schedule 14D-9"), with respect to
the tender offer by Ice Acquisition Corp., a Pennsylvania corporation and a
wholly owned subsidiary of Usinor, a societe anonyme organized under the laws of
the Republic of France ("Parent"), to purchase all outstanding shares of the
Company's common stock, par value $0.01 per share (the "Shares"), other than
Shares owned by Parent or its subsidiaries, at a price of $6.375 per Share, net
to the seller in cash. Capitalized terms used but not defined herein have the
meanings assigned thereto in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The first two paragraphs of Item 4(a) of the Schedule 14D-9 are hereby
amended and restated as follows:
(a) Recommendation of the Board of Directors
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 Merger Agreement and approve the
Merger. Messrs. Mer and Le Page were not present at this Board meeting.
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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: December 2, 1998
J&L Specialty Steel, Inc.
By:/S/ EUGENE A. SALVADORE
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Eugene A. Salvadore
President and Chief Executive Officer
