<PAGE>
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
CAMPBELL THOMAS J.
(Last) (First) (Middle)
c/o Veritas Capital Management, L.L.C.
660 Madison Ave., 14th floor
(Street)
New York, New York 10021
(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)
/X/ 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
<TABLE>
<CAPTION>
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.
<PAGE>
<TABLE>
<CAPTION>
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)
---------------------- -----------------------------------------------------------
Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
- ---------------------------------------------- ---------- ---------- ---------------------------------------------- -----------
<S> <C> <C> <C> <C>
<CAPTION>
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>
</TABLE>
Explanation of Responses:
* Reference is made to the Statement on Schedule 13D dated September 22,
1998, filed with the Securities and Exchange commission by the Reporting
Person and the other 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 among others,
The Veritas Capital Fund, L.P. ("Veritas Capital"), to acquire such
securities. As a result, Veritas Capital and its sole general partner,
Veritas Capital Management, L.L.C. ("Veritas") may be deemed, for purposes
of Section 16 of the Securities and Exchange Act of 1934, as amended (the
"Act"), each to be the beneficial owner of certain of the reported
securities in which they have a direct or indirect pecuniary interest and
therefore may be deemed to be "ten percent beneficial owners" for purposes
of Section 16 of the Act. As one of the voting members of Veritas, the
Reporting Person may be deemed, for purposes of Section 16 of the Act, to
be the beneficial owner of the shares of the Common Stock beneficially
owned by Veritas by virtue of his status as a voting member of Veritas 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 these securities, 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 purposes.
/s/ Thomas J. Campbell September 23, 1998
- ----------------------------------- ------------------------
**Signature of Reporting Person Date
