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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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REPUBLIC ENGINEERED STEELS, INC.
(NAME OF SUBJECT COMPANY)
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REPUBLIC ENGINEERED STEELS, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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760391102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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HAROLD V. KELLY, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
REPUBLIC ENGINEERED STEELS, INC.
410 OBERLIN ROAD, S.W.
MASSILLON, OHIO 44646
(330) 837-6340
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
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WITH A COPY TO:
RONALD F. DAITZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
PAGE 1 OF 4 PAGES
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This Amendment No. 1 supplements and amends the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
filed by Republic Engineered Steels, Inc. (the "Company") (File No. 5-48947) in
connection with the tender offer commenced on July 30, 1998 by RES Acquisition
Corporation, a wholly owned subsidiary of RES Holding Corporation, to purchase
all of the outstanding shares of the Company's common stock, par value $.01 per
share, at $7.25 per share in cash.
Reference is made to the letter of Lazard Freres & Co. LLC ("Lazard"),
dated July 23, 1998, filed as Exhibit F to the Schedule 14D-9 (the "Opinion of
Lazard"). The Opinion of Lazard is amended as set forth in the letter of Lazard,
dated August 12, 1998, filed as Exhibit A hereto and incorporated herein by
reference.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 13, 1998 REPUBLIC ENGINEERED STEELS, INC.
By: /s/ Harold V. Kelly
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Harold V. Kelly
Executive Vice President
Exhibit A
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August 12, 1998
The Board of Directors
Republic Engineered Steels, Inc.
410 Oberlin Road Southwest
Massillon, OH 44647
Dear Members of the Board:
Reference is made to the opinion letter to you dated July 23, 1998. Please
delete the first sentence of the penultimate paragraph of the letter and replace
it in its entirety with the following:
Our engagement and the opinion expressed herein are for the benefit of the
Company's Board of Directors and our opinion is rendered to the Company's
Board in connection with its consideration of the Merger. This opinion is
not intended to and does not constitute a recommendation to any holder of
shares of Common Stock as to whether such holder should tender such shares
or vote for the Merger.
Very truly yours,
LAZARD FRERES & CO. LLC
By: /s/ Albert H. Garner
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Albert H. Garner
Managing Director
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