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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 3)
(Final Amendment)
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Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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J&L SPECIALTY STEEL, INC.
(Name of Issuer)
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J&L SPECIALTY STEEL, INC.
ICE ACQUISITION CORP.
USINOR
(Name of Person(s) Filing Statement)
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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 Kirk F. Vincent
ICE ACQUISITION CORP. J&L SPECIALTY STEEL, INC.
USINOR One PPG Place 18th Floor
13, cours Valmy P.O. Box 3373
92070 La Defense Cedex, France Pittsburgh, Pennsylvania 15230-3373
011-331-41-25-61-88 (412) 338-1600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
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<S> <C> <C>
John J. Madden, Esq. Robert C. Treuhold, Esq. Janice C. Hartman, Esq.
Shearman & Sterling Shearman & Sterling Kirkpatrick & Lockhart LLP
599 Lexington Avenue 114, avenue des Champs-Elysees 1500 Oliver Building
New York, New York 75008 Paris, France Pittsburgh, Pennsylvania 15222
(212) 848-4000 011-331-53-89-70-00 (412) 355-6500
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This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of 1933.
c. |X| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
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<PAGE>
This Amendment No. 3 to the Rule 13e-3 Transaction Statement
on Schedule 13E-3 (this "Amendment") is being filed by (i) Usinor, a societe
anonyme organized under the laws of the Republic of France ("Parent"), (ii) Ice
Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a wholly owned
subsidiary of Parent, and (iii) J&L Specialty Steel, Inc., a Pennsylvania
corporation (the "Company"), pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in connection with
the tender offer by Purchaser for all the outstanding shares (the "Shares") of
common stock, $0.01 par value, of the Company not already owned by Parent or any
of its affiliates, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 12, 1998 (the "Offer to Purchase") and the
related Letter of Transmittal (which together constitute the "Offer").
Item 10. Interest in Securities of the Issuer.
Item 10 of the Schedule 13E-3 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 as Exhibit (a)(9) to Amendment No. 2 to the Tender Offer
Statement on Schedule 14D-1, filed by Parent and Purchaser on December 14,
1998), and is incorporated herein by reference.
Item 17. Material to Be Filed as Exhibits.
Item 17 of the Schedule 13E-3 is hereby amended by adding the
following Exhibit:
(d)(9) Joint Press Release issued by Parent and the Company on
December 11, 1998 (incorporated by reference to Exhibit (a)(9)
to Amendment No. 2 to the Tender Offer Statement on Schedule
14D-1, filed by Parent and Purchaser on December 14, 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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<PAGE>
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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<PAGE>
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
J&L SPECIALTY STEEL, INC.
By: /s/ Eugene A. Salvadore
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Name: Eugene A. Salvadore
Title: President and Chief
Executive Officer
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