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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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REPUBLIC ENGINEERED STEELS, INC.
(NAME OF SUBJECT COMPANY)
BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND, L.P.*
BLACKSTONE OFFSHORE CAPITAL PARTNERS II, L.P.*
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II, L.P.*
THE VERITAS CAPITAL FUND, L.P.*
AND
RES HOLDING CORPORATION
(BIDDERS)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
760391102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DAVID A. STOCKMAN
RES HOLDING CORPORATION
C/O THE BLACKSTONE GROUP
345 PARK AVENUE
NEW YORK, NY 10154
TELEPHONE: (212) 935-2626
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copies to:
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ROBERT L. FRIEDMAN, ESQ. BENJAMIN M. POLK, ESQ.
SIMPSON THACHER & BARTLETT WHITMAN BREED ABBOTT & MORGAN LLP
425 LEXINGTON AVENUE 200 PARK AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10166
TELEPHONE: (212) 455-2000 TELEPHONE: (212) 351-3000
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* None of Blackstone Capital Partners II Merchant Banking Fund, L.P.,
Blackstone Offshore Capital Partners II, L.P., Blackstone Family
Investment Partnership II, L.P. or The Veritas Capital Fund, L.P. admits
that it is a "bidder" for purposes of the Offer within the meaning of
Rule 14d-1(e)(1).
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This Final Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on July 30, 1998 and amended by Amendment No. 1 on August
27, 1998 and by Amendment No. 2 on September 8, 1998 (as amended and
supplemented, the "Schedule 14D-1") relating to the offer by RES Acquisition
Corporation, a Delaware corporation (the "Purchaser"), and a wholly owned
subsidiary of RES Holding Corporation, a Delaware corporation ("the Parent"), to
purchase all of the outstanding shares of Common Stock, $.01 par value per share
(the "Shares"), of Republic Engineered Steels, Inc., a Delaware corporation (the
"Company"), at a purchase price of $7.25 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated July 30, 1998 (the "Offer to Purchase") and in
the related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned thereto in the Offer of
Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On September 21, 1998, the Purchaser consummated the Merger, whereby it
merged with and into the Company with the Company continuing as the surviving
corporation in the Merger. The Merger became effective at 1:30 p.m. on Monday,
September 21, 1998. Because the Purchaser had acquired at least 90% of the
Shares (and had acquired the Company's single outstanding share of Special
Preferred Stock), the Merger was effected without a meeting of the stockholders
of the Company. As a result of the Merger, the Company became a wholly owned
subsidiary of the Parent and each outstanding Share (other than Shares held by
the Company, the Purchaser, or the Parent, which were cancelled, and other than
Shares, if any, for which stockholders properly exercise appraisal rights under
applicable state law) was cancelled, extinguished and converted into the right
to receive $7.25 in cash, without interest thereon, less any applicable
withholding taxes.
On September 22, 1998, the Parent filed a Form 15 with the Securities and
Exchange Commission to deregister the Shares under the Exchange Act, and on
September 21, 1998, the Parent requested that the NASD delist the Shares
from the Nasdaq National Market.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
Pursuant to the Offer, which expired at 12:00 Midnight, New York City time,
on Friday, September 4, 1998, the Purchaser ultimately acquired 19,255,579
Shares. Prior to the Merger such Shares represented approximately 97.7% of
the Shares outstanding.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Final Amendment under Item 5 and Item 6 is
incorporated herein by reference.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this Statement is true, complete and correct.*
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND, L.P.*
By: BLACKSTONE MANAGEMENT ASSOCIATES
II, L.L.C.,
its general partner
By: /s/ DAVID STOCKMAN
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NAME: DAVID STOCKMAN
TITLE: Member
BLACKSTONE OFFSHORE CAPITAL PARTNERS
II, L.P.*
By: BLACKSTONE MANAGEMENT ASSOCIATES
II, L.L.C.,
its investment general partner
By: /s/ DAVID STOCKMAN
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NAME: DAVID STOCKMAN
TITLE: Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II, L.P.*
By: BLACKSTONE MANAGEMENT ASSOCIATES
II, L.L.C.,
its general partner
By: /s/ DAVID STOCKMAN
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NAME: DAVID STOCKMAN
TITLE: Member
THE VERITAS CAPITAL FUND, L.P.*
By: VERITAS CAPITAL MANAGEMENT,
L.L.C.,
its general partner
By: /s/ ROBERT MCKEON
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NAME: ROBERT MCKEON
TITLE: Member
RES HOLDING CORPORATION
By: /s/ DAVID STOCKMAN
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NAME: DAVID STOCKMAN
TITLE: President
Date: September 22, 1998
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* None of Blackstone Capital Partners II Merchant Banking Fund, L.P.,
Blackstone Offshore Capital Partners II, L.P., Blackstone Family Investment
Partnership II, L.P., or The Veritas Capital Fund, L.P., admits that it is a
"bidder" for purposes of the Offer within the meaning of Rule 14d-1v(e)(1).
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