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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 OFFSHORE CAPITAL PARTNERS II L.P.
(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 (i) the Final Amendment to the Tender Offer
Statement on Schedule 14D-1 dated September 22, 1998, filed with the
Securities and Exchange Commission (the "Commission") by the Reporting
Person and the other signatories thereto and (ii) the Statement on
Schedule 13D dated September 22, 1998, filed with the Commission by the
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 the Reporting
Person, to acquire such securities. As a result, the Reporting Person
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 the
reported securities 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 certain of these securities in
which it does not have a direct or indirect pecuniary interest, 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 Offshore
Capital Partners II L.P.
/s/ David A. Stockman September 23, 1998
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**Signature of Reporting Person Date
