<PAGE>
[STB DRAFT 9/17/98]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REPUBLIC ENGINEERED STEELS, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
760391102
----------------------------------------------------------
(CUSIP NUMBER)
DAVID A. STOCKMAN
RES HOLDING CORPORATION
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
(212) 935-2626
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
SEPTEMBER 8, 1998
----------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO
REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING
BOX / /.
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD BE FILED
WITH THE COMMISSION. SEE RULE 13D-1(A) FOR OTHER PARTIES TO WHOM COPIES ARE TO
BE SENT.
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES,
AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE
ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF
THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE
THE NOTES).
Page 1 of 18 Pages
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SCHEDULE 13D
CUSIP NO. 760391102 PAGE 2 OF 18 PAGES
------------- -------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Veritas Capital Management, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
19,706,578
OWNED BY
--------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,706,578
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,706,578
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 760391102 PAGE 3 OF 18 PAGES
------------- -------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert B. McKeon
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
19,706,578
OWNED BY
--------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,706,578
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,706,578
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 760391102 PAGE 4 OF 18 PAGES
------------- -------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Campbell
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
19,706,578
OWNED BY
--------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,706,578
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,706,578
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 760391102 PAGE 5 OF 18 PAGES
------------- -------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Management Associates II L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
19,706,578
OWNED BY
--------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,706,578
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,706,578
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 760391102 PAGE 6 OF 18 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter G. Peterson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
19,706,578
OWNED BY
--------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,706,578
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,706,578
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 760391102 PAGE 7 OF 18 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Schwarzman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
19,706,578
OWNED BY
--------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,706,578
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,706,578
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 760391102 PAGE 8 OF 18 PAGES
------------- -------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HVR Holdings, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
19,706,578
OWNED BY
--------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
19,706,578
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,706,578
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 18 Pages
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock, par value $.01 per
share ("Common Stock"), of Republic Engineered Steels, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 410 Oberlin Road, S.W., Massillon, Ohio 44647.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly by Blackstone Management Associates
II L.L.C., a Delaware limited liability company ("Blackstone"), Mr. Peter G.
Peterson, Mr. Stephen A. Schwarzman, Veritas Capital Management, L.L.C., a
Delaware limited liability company ("Veritas"), Mr. Robert B. McKeon, Mr.
Thomas J. Campbell and HVR Holdings, LLC, a Delaware limited liability company
("HVR") (the foregoing, collectively, the "Reporting Persons").
Blackstone is the sole general partner of Blackstone Capital Partners II
Merchant Banking Fund, L.P. ("BCP II") and Blackstone Family Investment
Partnership II L.P. ("BFIP II") and the sole investment general partner of
Blackstone Offshore Capital Partners II L.P. ("BOCP II"). Blackstone Services
(Cayman) LDC, a Cayman Islands limited duration company, is the administrative
general partner of BOCP II. Pursuant to the partnership agreement of BOCP II,
Blackstone has the sole power to vote securities held by BOCP II and the sole
power to dispose of securities held by BOCP II. BCP II, BOCP II and BFIP II
will hereinafter be referred to collectively as the "Blackstone Partnerships."
The principal business of each of BCP II, BOCP II and BFIP II consists of
committing capital to facilitate corporate restructurings, leveraged buyouts,
bridge financings and other investments. The principal business of Blackstone
consists of performing the functions of, and serving as, the general partner
of BCP II and of certain affiliates and the investment general partner of BOCP
II and of certain affiliates. The principal business and office address of
Blackstone is 345 Park Avenue, New York, New York 10154.
Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding members
(the "Blackstone Founding Members") of Blackstone. The other members of
Blackstone are David A. Stockman, Michael B. Hoffman, James J. Mossman, Arthur
B. Newman, Anthony Grillo, J. Tomilson Hill, Mark T. Gallogly, Glenn H.
Hutchins, Howard A. Lipson, Thomas J. Saylak, John Z. Kukral, Kenneth C.
Whitney, Michael Puglisi and Timothy R. Coleman (collectively and together
with the Blackstone
<PAGE>
Page 10 of 18 Pages
Founding Members, the "Members"). Each of the Members is a United States
citizen. The principal occupations of each of the Members is serving as an
executive of one or more of the Blackstone Partnerships, Blackstone, and their
affiliates. The Blackstone Founding Members are the managing members of
Blackstone. The business address of each of the Members is c/o The Blackstone
Group L.P., 345 Park Avenue, New York, New York 10154.
Veritas is the sole general partner of The Veritas Capital Fund, L.P.
("Veritas Capital").
The principal business of Veritas Capital consists of committing capital to
facilitate corporate restructurings, leveraged buyouts, bridge financings and
other investments. The principal business of Veritas consists of performing
the functions of, and serving as, the general partner of Veritas Capital and
of certain affiliates. The principal business and office address of Veritas is
660 Madison Avenue, New York, New York 10021.
Messrs. Robert B. McKeon and Thomas J. Campbell are the voting members (the
"Veritas Voting Members") of Veritas. Each of the Veritas Voting Members is a
United States citizen. The principal occupations of each of the Veritas Voting
Members is serving as an executive of one or more of Veritas Capital, Veritas,
and their affiliates. The Veritas Voting Members are the managing members of
Veritas. The business address of each of the Members is c/o Veritas Capital
Management, L.L.C., 660 Madison Avenue, New York, New York 10021.
HVR was formed to effect the transactions described in Item 4 below and has
not engaged in any activities other than those incident to its formation and
such transactions. A controlling interest in HVR is owned by (i) Henry L.
Hillman, Elsie Hilliard Hillman and C.G. Grefenstette, Trustees of the Henry L.
Hillman Trust U/A dated November 18, 1985 (the "HLH Trust"), which is a
revocable trust whose grantor is Henry L. Hillman, and (ii) Juliet Challenger,
Inc., a Delaware corporation ("Juliet," and collectively with the HLH Trust, the
"HVR Controlling Parties"), which is a wholly owned subsidiary of Wilmington
Investments, Inc., a Delaware corporation, which is in turn a wholly owned
subsidiary of The Hillman Company, a Pennsylvania corporation, whose controlling
shareholder is the HLH Trust. The office address of HVR is 824 Market Street,
Suite 900, Wilmington, Delaware 19801. Set forth in Schedule A hereto and
incorporated herein by reference are the names, business addresses, principal
occupations or employments and citizenship of each executive officer of HVR.
During the last five years, neither the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the other persons named in this
Item 2 has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding has been or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The amount and sources of funds used in connection with the Offer and the
Merger (as defined in Item 4) and the transactions related thereto consisted
of (i) borrowings of approximately $65 million under a Credit Agreement, dated
as of September 8, 1998, among RES Holding Corporation ("RES Holding"), the
lenders named therein, The Chase Manhattan Bank as Administrative Agent and
DLJ Capital Funding, Inc. as Documentation Agent (filed as Exhibit 11(b)(2) to
the Tender Offer Statement on Schedule 14D-1 filed on July 30, 1998, as
amended by Amendment No. 1 on August 27, 1998 and Amendment No. 2 on September
8, 1998, the "Schedule 14D-1"), and (ii) the contribution of approximately
$95.5 million in equity by the Blackstone Partnerships, Veritas Capital and
HVR
<PAGE>
Page 11 of 18 Pages
immediately prior to the consummation of the Offer (as defined below)
(collectively, the "Holding Stockholders").
Item 4. Purpose of Transaction.
RES Acquisition Corporation, a Delaware corporation ("RES Acquisition"), RES
Holding Corporation, a Delaware corporation and the parent of RES Acquisition
("RES Holding") and the Company entered into an Agreement and Plan of Merger,
dated as of July 23, 1998 (the "Merger Agreement"), which provided for the
offer by RES Acquisition to offer to purchase all of the outstanding shares of
Common Stock (the "Offer") and, thereafter, the merger of RES Acquisition with
and into the Company (the "Merger"), with the Company being the surviving
corporation of the Merger. The Offer and the transactions contemplated thereby
were consummated on September 8, 1998, at which time (i) RES Acquisition
accepted for purchase all shares of Common Stock validly tendered and not
withdrawn prior to the expiration of the Offer, 12:00 Midnight, New York City
time, on Friday, September 4, 1998 (the "Tendered Shares"), (ii) pursuant to
the terms of the Merger Agreement and the Offer to Purchase previously mailed
to the stockholders of the Company and filed with the Schedule 14D-1, RES
Acquisition paid $7.25 in cash per Tendered Share, without any interest
thereon and (iii) BCP II, BOCP II, BFIP II, Veritas Capital and HVR were
issued 502.05330, 148.05490, 49.89180, 229.54546 and 25.00000, respectively,
shares of common stock, par value $.01 per share (the "RES Common Stock"), in,
and became the sole stockholders of, RES Holding; and each member of the Holding
Stockholders shares the power to vote or to, direct the vote of, and shares
power to dispose or to direct the disposition of, such Common Stock.
Pursuant to the Merger Agreement, immediately following the consummation of
the Offer, the board of directors of the Company consisted of David Blitzer,
Sam Camens, Thomas J. Campbell, Marshall Cohen, Jeffrey K. Fernandez, Anthony
Grillo, Glenn Hutchins, Russell W. Maier, Robert B. McKeon, Walter C. Meck and
David A. Stockman. Messrs. Grillo, Hutchins and Stockman are members of BMA II
and Mr. Blitzer is an employee of an affiliate of the Blackstone Partnerships.
Messrs. Campbell and McKeon are members of Veritas.
Immediately following the consummation of the Offer, the following persons
were appointed to the offices of the Company in parentheses immediately
following their names below, and, to the extent that the offices named below
were currently held by other persons, such other persons were deemed to have
relinquished such offices: David Stockman (Chairman of the Board), Russell W.
Maier (Vice-Chairman of the Board), Thomas N. Tyrrell (Chief Executive
Officer), Joseph F. Lapinsky (President and Chief Operating Officer), Robert
L. Meyer (Executive Vice-President and General Manager--Hot Rolled Bar
Division), John G. Asimou (Executive Vice-President and General Manager--Cold
Finished Bar Division, Charles T. Cochran (Vice-President, Commercial--Cold
Finished Bar Division), James T. Thielens Jr. (Vice-President, Commercial--Hot
Rolled Bar Division) and Timothy Demma (Vice-President, Marketing).
The Merger and the transactions contemplated thereby were consummated on
September [21], 1998, at which time (i) RES Acquisition merged with and into
the Company and (ii) pursuant to the terms of the Merger Agreement, each share
of Common Stock outstanding immediately prior to the Merger (other than shares
owned by RES Holding, RES Acquisition, the Company or the other indirect or
direct subsidiaries of RES Holding which were cancelled, and other than
shares, if any, for which other stockholders of the Company properly exercised
appraisal rights pursuant to applicable state law) was
<PAGE>
Page 12 of 18 Pages
converted into the right to receive $7.25 per share in cash, without any
interest thereon and less applicable any required withholding taxes.
The Merger did not change the composition of the Board of Directors of the
Company, but such composition is subject to change from time to time.
Upon consummation of the Merger, the Certificate of Incorporation and By-laws
of the Company were amended and restated in their entirety to conform with the
Amended and Restated Certificate of Incorporation and the Amended and Restated
By-laws, respectively, of RES Acquisition that were effective immediately
prior to the consummation of the Merger.
As a result of the Merger, the Company is a wholly owned subsidiary or RES
Holding, and the Company intends to cause the Common Stock to be delisted from
the Nasdaq National Market ("Nasdaq") and to cause the Company to cease to be
subject to the reporting requirements of Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), in each case as soon as
practicable.
The Reporting Persons anticipate that the Company and Bar Technologies Inc., a
Delaware corporation controlled by affiliates of BMA II and Veritas
("BarTech"), will engage in a business combination transaction in which the
Company will become an indirect wholly owned subsidiary of BarTech.
The Reporting Persons intend to review on a continuing basis their investment
in the Company through RES Holding, and the Reporting Persons may decide to
decrease such investment in the Company depending upon the price and
availability of the Company's securities, subsequent developments affecting
the Company, the Company's business and prospects, other investment and
business opportunities available to the Reporting Persons, general stock
market and economic conditions, tax considerations and other factors.
Other than as described above, none of the Reporting Persons have any plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve
the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) and (b). Pursuant to the Offer, RES Acquisition acquired 19,255,579 shares
of Common Stock (approximately 97.71% of the outstanding Common Stock).
Pursuant to the Merger, RES Holding became the direct beneficial owner of
19,706,578 shares of Common Stock (100% of the outstanding Common Stock).
As the parent of the Company, RES Holding has sole power to vote or to direct
the vote of, and sole power to dispose or to direct the disposition of, 100%
of the Common Stock. Because the Holding Stockholders agreed to act together
to form RES Holding and RES Acquisition for the purpose of acquiring the
Common Stock, the group formed by such Holding Stockholders may be deemed to
beneficially own the Common Stock held by RES Holding, and each member of the
Holding Stockholders shares the power to vote or to direct the vote of, and
shares power to dispose or to direct the disposition of, such Common Stock.
<PAGE>
Page 13 of 18 Pages
BCP II and BFIP II, acting through their sole general partner BMA II, and BOCP
II, acting through its sole investment general partner BMA II, have the sole
power to vote or to direct the vote, and to dispose or to direct the
disposition of, the RES Common Stock respectively owned by them. As a result,
BMA II may be deemed to beneficially own the shares of RES Common Stock
directly owned by the respective Blackstone Partnerships of which it is the
general partner or the investment general partner. The Blackstone Founding
Members of BMA II have shared power to vote or to direct the vote of, and to
dispose or to direct the disposition of, the shares of RES Common Stock that
may be deemed to be beneficially owned by BMA II. As a result, each of such
Blackstone Founding Members may be deemed to beneficially own the shares of
RES Common Stock that BMA II may be deemed to beneficially own.
Veritas Capital, acting through its sole general partner Veritas, has the sole
power to vote or to direct the vote of, and to dispose or to direct the
disposition of, the RES Common Stock respectively owned by it. As a result,
Veritas may be deemed to beneficially own the shares of RES Common Stock
directly owned by Veritas Capital of which it is the general partner. The
Veritas Voting Members of Veritas have shared power to vote or to direct the
vote of, and to dispose or to direct the disposition of, the shares of RES
Common Stock that may be deemed to be beneficially owned by Veritas. As a
result, each of such Veritas Voting Members may be deemed to beneficially own
the shares of RES Common Stock that Veritas may be deemed to beneficially own.
HVR has the sole power to vote or to direct the vote of, and to dispose or to
direct the disposition of, the 2.63% block of RES Common Stock owned by it. As a
result of its membership in the group described in the following paragraph, HVR
also may be deemed to beneficially own, and share the power to vote or to
dispose of, the Common Stock. HVR disclaims beneficial ownership of all such
Common Stock except for the 2.63% block of Common Stock attributable to its
ownership of RES Common Stock.
The Reporting Persons and the Holding Stockholders have acted in concert in
agreeing both to acquire directly the RES Common Stock and to acquire
indirectly the Common Stock, each as referred to in Item 4 and this Item 5.
Consequently, the Reporting Persons and the Holding Stockholders may be deemed
to constitute a "group" for purposes of Section 13(d) of the Exchange Act, and
each member of such group shares the power to vote or to, direct the vote of,
and shares power to dispose or to direct the disposition of the Common Stock.
(c) To the best knowledge of each of the Reporting Persons, none of the
Reporting Persons and no other person described in Item 2 hereof has
beneficial ownership of, or has engaged in any transaction during the past 60
days in, any shares of the Common Stock, except as disclosed in this Schedule
13D.
(d) No person, other than the Reporting Persons, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangement or Understandings with Respect to Securities of
the Issuer.
None.
<PAGE>
Page 14 of 18 Pages
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
2. Powers of Attorney
<PAGE>
Page 15 of 18 Pages
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.
BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C.
By: /s/ David A. Stockman
----------------------------
Name: David A. Stockman
Title: Member
/s/ David A. Stockman
-------------------------------
PETER G. PETERSON
By: David A. Stockman, Attorney-in-Fact
/s/ David A. Stockman
-------------------------------
STEPHEN A. SCHWARZMAN
By: David A. Stockman, Attorney-in-Fact
VERITAS CAPITAL MANAGEMENT, L.L.C.
By: /s/ Robert B. McKeon
----------------------------
Name: Robert B. McKeon
Title: Member
/s/ Robert B. McKeon
-------------------------------
ROBERT B. MCKEON
/s/ Thomas J. Campbell
-------------------------------
THOMAS J. CAMPBELL
<PAGE>
Page 16 of 18 Pages
HVR HOLDINGS, LLC
By: /s/ Andrew H. McQuarrie
----------------------------
Name: Andrew H. McQuarrie
Title: Vice President
Dated: September 22, 1998
<PAGE>
Page 17 of 18 Pages
SCHEDULE A
HVR HOLDINGS, LLC
EXECUTIVE OFFICERS*
-------------------
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND TITLE BUSINESS OR RESIDENCE ADDRESS
-------------- ----------------------------------
<S> <C>
Joan E. Bachner Assistant Treasurer
Assistant Treasurer Wilmington Investments, Inc.
824 Market Street
Suite 900
Wilmington, DE 19801
H. Vaughan Blaxter III Vice-President, Secretary and General Counsel
President and Secretary The Hillman Company
1900 Grant Building
Pittsburgh, PA 15219
Charles H. Bracken, Jr. Treasurer
Assistant Treasurer and Assistant Secretary The Hillman Company
1900 Grant Building
Pittsburgh, PA 15219
Richard H. Brown Assistant Vice President and Assistant Secretary
Assistant Vice President and Assistant Wilmington Investments, Inc.
Treasurer 824 Market Street
Suite 900
Wilmington, DE 19801
Jody B. Cosner Assistant Secretary
Assistant Secretary Wilmington Investments, Inc.
824 Market Street
Suite 900
Wilmington, DE 19801
Lario M. Marini Retired
Senior Vice President 100 South Road
Wilmington, DE 19809
Andrew H. McQuarrie Vice-President, Treasurer and Chief Financial Officer
Vice President, Treasurer, and Chief Wilmington Investments, Inc.
Financial Officer 824 Market Street
Suite 900
Wilmington, DE 19801
</TABLE>
<PAGE>
Page 18 of 18 Pages
DIRECTORS*
----------
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND TITLE BUSINESS OR RESIDENCE ADDRESS
-------------- ----------------------------------
<S> <C>
Darlene Clarke Retired
4911 Birch Circle
Wilmington, DE 19808
Lario M. Marini Retired
100 South Road
Wilmington, DE 19809
Andrew H. McQuarrie Vice-President, Treasurer and Chief Financial Officer
Wilmington Investments, Inc.
824 Market Street
Suite 900
Wilmington, DE 19801
</TABLE>
- -----------------------------
* Each of the persons named below is a citizens of the United States.
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
us of a statement on Schedule 13D relating to the Common Stock, par value $.01
per share, of Republic Engineered Steels, Inc., a Delaware corporation, and
that any amendments thereto filed by any of us will be filed on behalf of each
of us. This Agreement may be included as an exhibit to such joint filing.
BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C.
By: /s/ David A. Stockman
----------------------------
Name: David A. Stockman
Title: Member
/s/ David A. Stockman
-------------------------------
PETER G. PETERSON
By: David A. Stockman, Attorney-in-Fact
/s/ David A. Stockman
-------------------------------
STEPHEN A. SCHWARZMAN
By: David A. Stockman, Attorney-in-Fact
VERITAS CAPITAL MANAGEMENT, L.L.C.
By: /s/ Robert B. McKeon
----------------------------
Name: Robert B. McKeon
Title: Member
/s/ Robert B. McKeon
-------------------------------
ROBERT B. MCKEON
/s/ Thomas J. Campbell
-------------------------------
THOMAS J. CAMPBELL
<PAGE>
HVR HOLDINGS, LLC
By: /s/ Andrew H. McQuarrie
----------------------------
Name: Andrew H. McQuarrie
Title: Vice President
Dated: September 22, 1998
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY
Know all men by these presents that Peter G. Peterson does
hereby make, constitute and appoint David A. Stockman and Anthony Grillo as
true and lawful attorneys-in-fact of the undersigned with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities and
Exchange Commission with respect to any investments 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 their affiliates
in the common stock of Republic Engineered Steels, Inc. (including any
amendments or supplements to any reports or schedules previously filed by such
persons or entities) pursuant to Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended, including without limitation Schedules 13D
and statements on Form 3, Form 4 and Form 5.
/s/ Peter G. Peterson
- -----------------------
Name: Peter G. Peterson
September 16, 1998
<PAGE>
POWER OF ATTORNEY
Know all men by these presents that Stephen A. Schwarzman
does hereby make, constitute and appoint David A. Stockman and Anthony Grillo
as true and lawful attorneys-in-fact of the undersigned with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities and
Exchange Commission with respect to any investments 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 their affiliates
in the common stock of Republic Engineered Steels, Inc. (including any
amendments or supplements to any reports or schedules previously filed by such
persons or entities) pursuant to Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended, including without limitation Schedules 13D
and statements on Form 3, Form 4 and Form 5.
/s/ Stephen A. Schwarzman
- ---------------------------
Name: Stephen A. Schwarzman
September 16, 1998
