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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
BLACKSTONE MANAGEMENT ASSOCIATES II L.L.C.
(Last) (First) (Middle)
345 Park Avenue
(Street)
New York, New York 10154
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
9/8/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
REPUBLIC ENGINEERED STEELS, INC.--REPS
5. Relationship of Reporting Person to Issuer (Check all applicable)
/ / Director /x/ 10% Owner
/ / Officer (give title below) /x/ Other (specify below)
Member of 13D Group*
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Reporting (Check applicable line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
1. Title of Security Owned (I) Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
- -------------------------------- ------------- ------------- ----------------
<S> <C> <C> <C>
Common Stock, par value $.01 19,706,578 I See below***
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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<TABLE>
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Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
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Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
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<S> <C> <C> <C> <C>
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5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
- ---------------------------------------------- ------------- ------------- --------------
<S> <C> <C> <C>
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Explanation of Responses:
* Reference is made to the Statement on Schedule 13D dated September 22,
1998, filed with the Securities and Exchange Commission by the Reporting
Person and the other signatories thereto.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
*** The reported securities are directly held by RES Holding Corporation, an
entity which was formed by its stockholders, which include among others,
Blackstone Capital Partners II Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners II L.P. and Blackstone Family Investment
Partnership II L.P. (collectively, the "Partnerships"), to acquire such
securities. As a result, the Partnerships may be deemed, for purposes of
Section 16 of the Securities and Exchange Act of 1934, as amended (the
"Act"), to be the beneficial owner of certain of the reported securities in
which they have a direct or indirect pecuniary interest and therefore may
be deemed to be "ten percent beneficial owners" for purposes of Section 16
of the Act. Because it is either the sole general partner or the sole
investment general partner of each of the Partnerships, the Reporting
Person may be deemed, for purposes of Section 16 of the Act, to be the
beneficial owner of shares of the Common Stock beneficially owned by the
Partnerships by virtue of such status and therefore may be deemed to be a
"ten percent beneficial owner" for purposes of Section 16 of the Act. The
Reporting Person disclaims beneficial ownership of these securities, and
this Form shall not be deemed an admission that the Reporting Person is the
beneficial owner of such securities for purposes of Section 16 or for any
other purpose.
Blackstone Management Associates II L.L.C.
/s/ David A. Stockman September 23, 1998
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**Signature of Reporting Person Date
