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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 2)
(Final Amendment)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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J&L SPECIALTY STEEL, INC.
(Name of Subject Company)
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ICE ACQUISITION CORP.
USINOR
(Bidder)
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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 Letourneur
ICE ACQUISITION CORP.
USINOR
13, cours Valmy
92070 La Defense Cedex, France
011-331-41-25-61-88
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Bidder)
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With Copies to:
Robert C. Treuhold, Esq. John J. Madden, Esq.
Shearman & Sterling Shearman & Sterling
114, avenue des Champs-Elysees 599 Lexington Avenue
75008 Paris, France New York, New York 10022
011-331-53-89-70-00 (212) 848-4000
December 14, 1998
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<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule
14D-1 (this "Amendment") relates to the offer by Ice Acquisition Corp., a
Pennsylvania corporation ("Purchaser") 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 (the "Shares") of common stock, par value
$0.01 per share (the "Common Stock"), of J&L Specialty Steel, Inc., a
Pennsylvania corporation (the "Company"), at a price of $6.375 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated November 12, 1998 (the "Offer to Purchase")
and in the related Letter of Transmittal (which together constitute the
"Offer").
Item 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
The Offer expired as scheduled at 12:00 midnight, New York
City time, on Thursday, December 10, 1998. Based on a preliminary count,
17,182,323 Shares were tendered (of which 139,590 had been tendered pursuant to
notices of guaranteed delivery) and accepted for payment, representing
approximately 95.3% of the issued and outstanding Shares held by persons other
than Parent and its subsidiaries. On Friday, December 11, 1998, effective as of
12:01 a.m., all Shares validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment. In addition to the Shares
acquired pursuant to the Offer, Parent owns 20,730,000 Shares, representing
approximately 53.5% of the issued and outstanding Shares. As a result, Parent
and Purchaser own approximately 97.8% of the issued and outstanding Shares.
Parent intends to effect the Merger of Purchaser with and into the Company as
promptly as practicable. Parent and Purchaser own a sufficient number of Shares
to enable Purchaser to effect the Merger without a vote or meeting of the
Company's shareholders. Pursuant to the Merger, Shares of the Company that were
not tendered into the Offer will be canceled and converted automatically into
the right to receive $6.375 per share in cash, subject to dissenters rights.
Following the Merger, the Company will become a wholly owned subsidiary of
Parent. A press release issued by Parent and the Company on December 11, 1998
announcing the expiration of the Offer and the acceptance of validly tendered
Shares is attached hereto as Exhibit (a)(9) and is incorporated herein by
reference.
Item 11. Material to Be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended by adding the
following Exhibit:
(a)(9) Joint Press Release issued by Parent and the Company on December
11, 1998.
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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 14, 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 14, 1998
USINOR
By: /s/ Robert Hudry
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Name: Robert Hudry
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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(a)(9) Joint Press Release issued by Parent and the Company on
December 11, 1998.
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USINOR COMPLETES TENDER OFFER
FOR J&L SPECIALTY STEEL, INC.
(Paris, France and Pittsburgh, Pennsylvania, December 11,
1998) -- Usinor and J&L Specialty Steel, Inc. (NYSE: JL) announced today that
Usinor had completed its tender offer for all outstanding shares of J&L.
The tender offer expired as scheduled at 12:00 midnight, New
York City time, on Thursday, December 10, 1998. Based on a preliminary count,
17,182,323 shares of J&L common stock were tendered (of which 139,590 had been
tendered pursuant to notices of guaranteed delivery) and accepted for payment,
representing approximately 95.3% of the issued and outstanding shares held by
persons other than Usinor and its subsidiaries. Usinor currently owns 20,730,000
shares, representing approximately 53.5% of the issued and outstanding shares.
As a result of Usinor's acquisition of shares in the tender offer, Usinor will
own approximately 97.8% of the issued and outstanding shares of J&L. It is
expected that payment for the shares validly tendered will be made during the
week of December 14, 1998.
Usinor intends to cause the merger of a wholly owned
subsidiary of Usinor with and into J&L as promptly as practicable. Under
applicable law, the proposed merger is not subject to the approval of the
shareholders of J&L. Pursuant to the merger, shares of J&L that were not
tendered into the offer will be canceled and converted automatically into the
right to receive $6.375 per share in cash, subject to dissenters rights.
Following the merger, J&L will become a wholly owned subsidiary of Usinor.
J&L 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.
Usinor is a world-leading producer of steel. Its principal
activities are divided into flat carbon steels, stainless steel and alloys and
specialty steels.
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