SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) SEPTEMBER 21, 1998
REPUBLIC ENGINEERED STEELS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-70578 52-1635079
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION. NO.)
410 OBERLIN ROAD, S.W. MASSILLON, OHIO 44648
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (330) 837-6000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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Item 5. Other Events
On September 23, 1998, Republic Engineered Steels, Inc., a Delaware
corporation ("Republic"), announced that the anticipated merger (the "Merger")
of RES Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of RES Holding Corporation ("RES Holding"), with and into Republic
became effective at 1:30 p.m. on September 21, 1998. The Merger became effective
upon the filing of the Certificate of Ownership and Merger, a copy of which is
filed herewith as Exhibit 99.1 and incorporated herein and made a part hereof by
this reference, with the Office of the Secretary of State of the State of
Delaware. As a result of the Merger, Republic has become a wholly-owned
subsidiary of RES Holding.
Republic also announced on September 23, 1998 that, as a result of the
Merger, Republic has requested the National Association of Securities Dealers,
Inc. to delist Republic's common stock from the Nasdaq Stock Market and is
deregistering its common stock under the federal securities laws.
A copy of the press release, dated September 23, 1998, announcing the
effectiveness of the Merger and Republic's intent to delist its common stock
from the Nasdaq Stock Market and to deregister its common stock under the
federal securities laws, is filed herewith as Exhibit 99.2 and incorporated
herein and made a part hereof by this reference.
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ITEM 7. EXHIBITS
99.1 Certificate of Ownership and Merger, dated September 21, 1998.
99.2 Press release, dated September 23, 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.
Dated: September 24, 1998.
REPUBLIC ENGINEERED STEELS, INC.
By: /s/ Harold V. Kelly
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Name: Harold V. Kelly
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Certificate of Ownership and Merger, dated
September 21, 1998.
99.2 Press release, dated September 23, 1998.
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EXHIBIT 99.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
RES ACQUISITION CORPORATION
INTO
REPUBLIC ENGINEERED STEELS, INC.
(Pursuant to Section 253 of the
General Corporation Law of the State of Delaware)
RES Acquisition Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby
certify:
FIRST: That the Corporation owns at least ninety percent
(90%) of all of the outstanding shares of each class of stock of
Republic Engineered Steels, Inc., a Delaware corporation ("RESI").
SECOND: That the Corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent dated
September 18, 1998, determined to merge itself into RESI, with RESI being
the surviving corporation (the "Surviving Corporation"):
RESOLVED that the Corporation merge itself into RESI
with RESI being the surviving corporation (the "Merger").
RESOLVED that in accordance with 8 Del. C.
ss.103(d) the Merger shall become effective upon the
filing of the Certificate of Ownership and Merger with
the Secretary of State of the State of Delaware (the
"Effective Time").
RESOLVED that the Restated Certificate of
Incorporation of RESI and the Amended and Restated
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By-laws of RESI, each as effective immediately prior to the
Effective Time, shall be the Certificate of Incorporation and
By-laws of the Surviving Corporation, but that upon the Effective
Time such Certificate of Incorporation and By-laws of the Surviving
Corporation shall be amended to read in their entirety as the
Certificate of Incorporation of the Corporation and the By-laws of
the Corporation, respectively, as in effect immediately prior to the
Effective Time, except that the name of the Surviving Corporation as
set forth in Article FIRST of the Certificate of Incorporation of
the Corporation shall be "Republic Engineered Steels, Inc."
RESOLVED that subject to the foregoing resolution the
Certificate of Incorporation and By-laws of the Surviving
Corporation otherwise shall remain unchanged by the Merger and in
full force and effect until further amended in accordance with the
General Corporation Law of the State of Delaware.
RESOLVED that the one share of the special preferred stock,
par value $.01 per share (the "Special Preferred Stock"), of the
Company previously outstanding has been redeemed and cancelled with
the effect that such share of Special Preferred Stock is no
longer outstanding.
RESOLVED that at the Effective Time, by virtue of the Merger
and without any action on the part of the holders thereof:
(i) Each share of common stock, par value $.01 per share
(the "Shares"), of RESI outstanding immediately prior to the
Effective Time (other than Shares owned by RESI, RES Holding
Corporation ("RES Holding"), the Corporation or by any other
direct or indirect subsidiary of RES Holding, which shall be
cancelled and retired without any conversion
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thereof and no payment or distribution therefor, and other
than Shares held by stockholders who are entitled to demand
and properly demand appraisal of their Shares pursuant to, and
who comply with all of, the provisions of Delaware law
relating thereto, which shall be entitled to the rights
accorded by such law) shall be converted into the right to
receive $7.25 in cash per share, payable to the holder thereof
without interest thereon, less any required withholding taxes,
upon the surrender to ChaseMellon Shareholder Services,
L.L.C., as paying agent, of the certificate formerly
representing such Share.
(ii) Each share of common stock, par value $.01 per
share, of the Corporation outstanding immediately prior to the
Effective Time shall be converted into and shall thereafter
evidence one validly issued, fully paid and nonassessable
share of common stock, par value $.01 per share, of the
Surviving Corporation.
(iii) The directors of the Corporation immediately prior
to the Effective Time shall be the initial directors of the
Surviving Corporation, each of such directors to hold office,
subject to the applicable provisions of the Certificate of
Incorporation and By-laws of the Surviving Corporation until
their successors shall be duly elected or appointed and shall
duly qualify or until their earlier death, resignation or
removal in accordance with the Surviving Corporation's
Certificate of Incorporation and By-laws.
(iv) The officers of RESI immediately prior to the
Effective Time shall be the initial officers of the Surviving
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Corporation, each of such officers to hold office, subject to
the applicable provisions of the certificate of Incorporation
and Bylaws of the Surviving Corporation, until their
successors shall be duly appointed and shall duly qualify or
until their earlier death, resignation or removal in
accordance with the Surviving Corporation's Certificate of
Incorporation and By-laws.
RESOLVED that the proper officers of the Corporation be, and
they hereby are, authorized to make and execute a Certificate of
Ownership and Merger setting forth a copy of the resolutions to so
merge the Corporation into RESI and the date of adoption thereof,
and to cause the same to be filed with the Secretary of State of the
State of Delaware and to do all acts and things whatsoever, whether
within or without the State of Delaware, which may be necessary or
proper to effect said Merger.
THIRD: The merger of the Corporation with and into RESI described
herein has been approved by the sole stockholder of the Corporation
pursuant to 8 Del. C. ss. 228.
FOURTH: In accordance with 8 Del. C. ss.103(d) this Certificate of
Ownership and Merger shall become effective upon its filing with the
Secretary of State of the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Ownership and Merger to be signed by its authorized officer, this 21st day of
September 1998.
RES ACQUISITION CORPORATION
By: /s/ David A. Stockman
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Name: David A. Stockman
Title: President
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
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MEDIA CONTACTS:
Harold V. Kelly
Executive Vice President
(330) 837-6340
Marian J. Carpenter
Director, Corporate Communications
(330) 837-6302
e-mail: [email protected]
INVESTOR RELATIONS CONTACT:
John B. George
Treasurer
(330) 837-6491
REPUBLIC ENGINEERED STEELS, INC. ANNOUNCES MERGER
WITH RES ACQUISITION CORPORATION
MASSILLON, Ohio--September 23, 1998--Republic Engineered Steels, Inc.
("Republic") today announced that the anticipated merger of RES Acquisition
Corporation, a wholly owned subsidiary of RES Holding Corporation ("RES
Holding"), with and into Republic became effective at 1:30 p.m. on September 21,
1998. As a result of the merger, Republic has become a wholly owned subsidiary
of RES Holding.
Because RES Acquisition previously had acquired more than 90% of the
common stock of Republic pursuant to a cash tender offer consummated on
September 8, 1998 (and also had acquired Republic's single outstanding share of
Special Preferred Stock), the merger was effected without a meeting of the
stockholders of Republic. Upon the merger becoming effective, each outstanding
share of Republic's common stock (other than shares held by Republic, RES
Holding or RES Acquisition which were cancelled, and other than shares, if any,
for which stockholders properly exercise appraisal rights under applicable state
law) was cancelled and converted into the right to receive $7.25 in cash,
without interest thereon.
Republic also announced today that, as a result of the merger, Republic
has requested the National Association of Securities Dealers, Inc. to delist
Republic's common stock from the Nasdaq Stock Market and is deregistering its
common stock under the federal securities laws.
RES Acquisition and RES Holding were formed to acquire Republic by limited
partnership for which Blackstone Management Associates II L.L.C. and Veritas
Capital Management, L.L.C. serve as general partners.
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