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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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.*
RES HOLDING CORPORATION
AND
RES ACQUISITION CORPORATION
(BIDDERS)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
760391102
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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:
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
* 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 Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on July 30, 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, 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, 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 BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On August 27, 1998, the Purchaser issued a press release announcing that it
has extended the period during which the Offer will remain open to 12:00
Midnight, New York City time, on Friday, September 4, 1998. The full text of the
press release is set forth in Exhibit 11(a)(9) and is incorporated herein by
reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 of the Schedule 14D-1 is hereby amended and supplemented as follows:
As of July 30, 1998, each of BCP and Veritas Cap L.P. had remaining capital
commitments, net of its liabilities as of such date, substantially in excess of
its respective Investor Commitment.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The introductory clause of item (iv) of the introductory paragraph of
Section 15 ('Certain Conditions of the Offer') of the Offer to Purchase is
replaced with the following language: '(iv) at any time on or after the date of
the Merger Agreement and prior to the Expiration Date any of the following
events have occurred:'.
The information provided in this Amendment No. 1 under Items 5 and 9 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press release issued by the Purchaser on August 27, 1998.
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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
RES ACQUISITION CORPORATION
By: /s/ DAVID STOCKMAN
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NAME: DAVID STOCKMAN
TITLE: President
Date: August 27, 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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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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11(a)(9) -- Press release issued by the Purchaser on August 27,
1998......................................................
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FOR IMMEDIATE RELEASE
CONTACT: RES ACQUISITION CORPORATION
David A. Stockman, President
(212) 836-9818
RES ACQUISITION CORPORATION ANNOUNCES EXPIRATION OF THE
HART-SCOTT-RODINO WAITING PERIOD AND EXTENDS TENDER OFFER FOR
COMMON STOCK OF REPUBLIC ENGINEERED STEELS, INC. TO SEPTEMBER 4, 1998
New York, New York, August 27, 1998. RES Acquisition Corporation ('RES
Acquisition') today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the filings made in
connection with its acquisition of Republic Engineered Steels, Inc. ('Republic')
(NASDAQ: REPS) has expired.
RES Acquisition also announced today that it has extended the period during
which its tender offer for shares of Republic common stock will remain open to
12:00 Midnight, New York City time, on Friday, September 4, 1998. The extension
has been made in order to allow the United Steelworkers of America (the 'USWA')
time to complete its membership vote with respect to the ratification of the
Settlement Agreement among the USWA, RES Acquisition and Bar Technologies Inc.
(including the new Master Collective Bargaining Agreement attached as an exhibit
thereto). Ratification of the Settlement Agreement and the Master Collective
Bargaining Agreement is a condition to the consummation of RES Acquisition's
tender offer.
As of the close of business on August 26, 1998, approximately 17,815,713
million shares of Republic common stock had been validly tendered in connection
with the tender offer, including shares tendered pursuant to notice of
guaranteed delivery.
RES Acquisition and RES Holding Corporation were formed to acquire Republic
by limited partnerships for which Blackstone Management Associates II L.L.C. and
Veritas Capital Management, L.L.C. serve as general partners.
