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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
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 2, 1998
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This Amendment No. 1 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 10. Additional Information.
(a) Item 10(f) 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 10(f) 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 10(f) 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:
(d) Item 10(f) 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.
(e) Item 10(f) 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
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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. Francis Mer and Michel Le Page were not present at this
Board meeting.
(f) Item 10(f) 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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