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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
VERITAS CAPITAL MANAGEMENT, L.L.C.
(Last) (First) (Middle)
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)
/ / 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
Owned (I) Ownership
1. Title of Security (Instr. 4) (Instr. 5) (Instr. 5)
(Instr. 4)
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<S> <C> <C> <C>
Common Stock, par value $.01 19,706,578 I See below***
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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)
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<S> <C> <C> <C>
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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 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 certain of the reported securities in
which it has a direct or indirect pecuniary interest and therefore may be
deemed to be a "ten percent beneficial owner" for purposes of Section 16 of
the Act. Because it is the sole general partner of Veritas Capital, 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 shares of the Common Stock beneficially owned by
Veritas Capital by virtue of such status 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 purpose.
Veritas Capital Management, L.L.C.
/s/ Robert B. McKeon September 23, 1998
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**Signature of Reporting Person Date
