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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 *
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Schnitzer Steel Industries, Inc.
(Name of Issuer)
Class A $1 par value Common Stock
(Title of Class of Securities)
806882106
(CUSIP Number)
Mark R. Beatty, Esq.
Preston Gates & Ellis LLP
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 5, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3)or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 806882106
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1 NAME OF REPORTING PERSON
Cascade Investment LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
________________
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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7 SOLE VOTING POWER
NUMBER OF SHARES 602,200
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON ---------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
602,200
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
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14 TYPE OF REPORTING PERSON
CO
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Item 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D relates to the Class A Common Stock,
$1.00 par value (the "Common Stock"), of Schnitzer Steel Industries, Inc. (the
"Issuer") and is being filed on behalf of the undersigned to amend Schedule 13D
which was originally filed on January 5, 1998 and was previously amended on
September 18, 1998. The principal executive offices of the Issuer are located
at 3200 N.W. Yeon Ave., Portland, OR 97296-0047.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by Cascade Investment LLC ("Cascade"), which
is a limited liability company organized under the laws of the State of
Washington. Cascade is a private investment entity which seeks appreciation of
its assets for the benefit of its owners. Cascade conducts its principal
business operations at 2365 Carillon Point, Kirkland, Washington 98033.
Cascade has not during the last five years been (i) convicted in a
criminal proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
The names, business addresses, principal employment (and the names and
addresses of any corporation or other organization in which such employment is
conducted) and citizenship of each executive officer, director or person
controlling Cascade are set forth in Exhibit A hereto and are incorporated
herein by reference.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 2 to Schedule 13D is being filed to report the
purchase of 197,700 shares of the Common Stock for an average price of $14.62
per share, an aggregate of $2,887,900, in open market purchases effected between
September 15, 1998, and October 6, 1998.
The source of Cascade's payment of the purchase price was its working
capital. Cascade did not purchase any of the Common Stock with borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Cascade acquired the Common Stock for investment purposes only. Cascade
will continue to evaluate its ownership and voting position in the Issuer and
may consider the following future courses of action: (i) continuing to hold the
Common Stock for investment; (ii) disposing of all or a portion of the Common
Stock in open market sales or in privately-negotiated transactions; (iii)
acquiring additional shares of common stock in the open market or in privately-
negotiated transactions; or (iv) entering into short sales or other hedging
transactions with respect to the Common Stock. Cascade has not as yet
determined which of the courses of action specified in this paragraph it may
ultimately take. Cascade's future actions with regard to this investment are
dependent on its evaluation of a variety of circumstances affecting the Issuer
in the future, including the market price of the Issuer's Common Stock, the
Issuer's prospects and Cascade's portfolio.
Except as set forth above, Cascade has no present intent or proposals
that relate to or would result in: (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the number
or term of Directors or to fill any vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's business or corporate structure; (vii)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to
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be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (x) any action similar to those enumerated above.
Cascade reserves the right to determine in the future whether to change
the purpose or purposes described above or whether to adopt plans or proposals
of the type specified above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 6, 1998, Cascade beneficially owns 602,200 shares of the
Common Stock, which represents approximately 10.8% of the shares of Common Stock
currently issued and outstanding.
(b) As of October 6, Cascade has sole power to dispose or direct the
disposition of 602,200 shares.
(c) Cascade purchased a total of 197,700 shares of the Common Stock for an
average price of $14.62 per share, an aggregate of $2,887,900, in open market
purchases effected between September 15, 1998 and October 6, 1998. These
purchases include 28,000 shares on September 15 and 16 at a price of $15.125 per
share; 10,000 shares on September 17 at a price of 14.875 per share; and 159,700
shares on October 5 and 6 at a price of $14.50 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Cascade has no contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to the Common Stock, including
transfer or voting thereof, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule 13D is true,
complete and correct.
CASCADE INVESTMENT LLC
By /s/ Michael Larson
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Name: Michael Larson
Title: Chief Investment Officer
and Business Manager
October 15, 1998
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EXHIBIT A TO AMENDMENT NO. 2 TO SCHEDULE 13D
Following is a list of each executive officer, director or person
controlling Cascade setting forth the business address and present principal
employment (and the name and address of any corporation or organization in which
such employment is conducted) of each person. The persons named below are
citizens of the United States of America and have not, during the last five
years, been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which they are or were subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
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Name Position with Cascade Principal Employment and
Business Address
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Michael Larson Chief Investment Officer Chief Investment Officer
& Business Manager Cascade Investment LLC 2365
Carillon Point
Kirkland, WA 98033
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William H. Gates III Member Chief Executive Officer
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
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