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) November 29, 1996
SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON 0-22496 93-0341923
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box 10047
Portland, OR 97296-0047
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (503) 224-9900
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SCHNITZER STEEL INDUSTRIES, INC.
FORM 8-K
DECEMBER 13, 1996
Item 2. Acquisition or Disposition of Assets
On November 29, 1996, PIC Acquisition Corporation ("PIC"), a wholly owned
subsidiary of Schnitzer Steel Industries, Inc. (the "Company"), acquired
4,079,225 shares of Common Stock of Proler International Corp. ("Proler")
(representing approximately 86% of the outstanding shares of Proler) for
$9.00 cash per share pursuant to a tender offer for all of the
outstanding shares of Common Stock of Proler. The tender offer commenced
on September 20, 1996 pursuant to the Agreement and Plan of Merger among
PIC, Proler, and the Company. PIC subsequently purchased an additional
342,600 shares of Common Stock of Proler, thereby increasing its
ownership to approximately 94% of the outstanding Proler shares. On
December 6, 1996, the Company completed the merger of PIC with and into
Proler. As a result of the merger, all remaining outstanding shares of
Proler Common Stock were converted into the right to receive the same
$9.00 per share in cash paid in the tender offer and Proler became a
wholly owned subsidiary of the Company.
The total amount of funds required to acquire Proler pursuant to the
tender offer and merger was approximately $42.5 million. The Company
borrowed these funds under its existing $100,000,000 unsecured revolving
credit facility with The First National Bank of Chicago, The Chase
Manhattan Bank, N.A., Wells Fargo Bank, N.A. and Seattle First National
Bank.
Proler is an environmental services company involved in the recovery and
recycling of scrap metals and industrial wastes. Through its joint
ventures, Proler exports ferrous scrap to foreign markets from scrap
collection, processing and deep water facilities in Los Angeles,
California; Providence, Rhode Island; Everett, Massachusetts; and Jersey
City, New Jersey. It is the Company's current intention that most of
Proler's assets will continue to be used in its business, although the
Company intends to review and consider disposing of Proler's businesses
outside of its core scrap metal recycling business.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(1) The audited Consolidated Financial Statements of Proler for the year
ended January 31, 1996.
(2) The audited Combined Financial Statements of Proler's Joint Operations
for the year ended January 31, 1996.
(3) The unaudited Consolidated Balance Sheet of Proler as of July 31, 1996,
and the related unaudited Consolidated Statements of Operations and
Cash Flows for each of the six months ended July 31, 1996 and 1995, are
incorporated herein by reference from Part I of Proler's Form 10-Q
Quarterly Report (Commission File Number: 1-5276) for the period ended
July 31, 1996.
It was impracticable to include Item 7 (a) (1) and (2) above in this
report. Such financial statements will be filed by amendment to this report
upon receipt of consents from independent accountants, which will be on or
before February 11, 1997.
(b) Pro Forma Financial Information
It was impracticable to provide the pro forma financial information
required pursuant to Article 11 of Regulation S-X in this Form 8-K filing.
The required pro forma financial information will be filed by amendment to
this report on or before February 11, 1997.
(c) Exhibits
2. Agreement and Plan of Merger dated September 15, 1996. Incorporated by
reference to Exhibit (c) (1) to the Company's Schedule 14D-1 filed
September 20, 1996.
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SIGNATURES
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 thereunto duly authorized.
Dated: December 13, 1996
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SCHNITZER STEEL INDUSTRIES, INC.
By/s/Barry A Rosen
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Barry A. Rosen
Vice President, Finance
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SCHNITZER STEEL INDUSTRIES, INC.
FORM 8-K
DECEMBER 13, 1996
INDEX TO EXHIBITS
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Exhibit
Number Page
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2. Agreement and Plan of Merger dated September 15, 1996,
is incorporated by reference to Exhibit (c) (1) to
Registrant's Schedule 14D-1 filed September 20, 1996.
