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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): OCTOBER 30, 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 October 30, 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 2, 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 TO ACQUIRE REMAINING INTEREST IN J&L SPECIALTY STEEL, INC.
Paris, France and Pittsburgh, Pa., October 30, 1998 -- Usinor and J&L
Specialty Steel, Inc. (NYSE:JL) jointly announced today that they had entered
into a definitive merger agreement pursuant to which Usinor will offer to
acquire all the issued and outstanding shares of J&L common stock that it does
not already own for $6.25 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.
The transaction was unanimously approved by a special committee of the
Board of Directors of J&L, as well as by all the other directors of J&L.
Pursuant to the merger agreement, a wholly owned subsidiary of Usinor will
commence, on or prior to November 5, 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
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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 $6.25 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.
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