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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): DECEMBER 11, 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
99.1 Press Release dated December 11, 1998.
99.2 Press Release dated December 11, 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
------------------------------------------
Kirk F. Vincent
Executive Vice President, Finance and
Administration and Chief Financial Officer
(Principal financial officer and duly
authorized signatory)
Dated: December 11, 1998
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Exhibit 99.1
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 COMPLETES TENDER OFFER FOR J&L SPECIALTY STEEL, INC.
Paris, France and Pittsburgh, Pa., 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 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. J&L's website can be found at www.jlspecialty.com.
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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Exhibit 99.2
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
J&L SPECIALTY STEEL, INC. SAYS REMAINING SHARES TO BE TRADED
ON NYSE UNTIL MERGER WITH USINOR IS COMPLETED
Pittsburgh, Pa., December 11, 1998 -- J&L Specialty Steel, Inc. (NYSE:JL)
confirmed today that its shares would continue to be traded on the New York
Stock Exchange until consummation of it merger with a wholly owned subsidiary of
Usinor. The merger is expected to be completed by the end of next week. The
company noted that approximately 845,000 shares were not tendered pursuant to
the successful tender offer by Usinor. The tender offer expired as scheduled at
12:00 midnight, New York City time, on Thursday December 10, 1998. 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. J&L's website can be found at www.jlspecialty.com.
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