SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ROUGE STEEL COMPANY
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
(TITTLE OF CLASS OF SECURITIES)
779099 10 0
------------------
(CUSIP NUMBER)
Samuel M. Feder, Esq.
Rogers & Wells
200 Park Avenue, New York, NY 10166
(212) 878-8191
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
NOVEMBER 1, 1996
----------------------------------------------------------
(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 <square>.
Check the following box if a fee is being paid with the statement <square>.
(Continued on following pages)
(Page 1 of 4 Pages)
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 779099 10 0 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl L. Valdiserri
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <square>
(b) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 7,384,169 shares of Common Stock
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,384,169 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,384,169
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* <checked-box>
Excludes 5,999,600 shares of Common Stock owned by Worthington
Industries, Inc. which may be deemed to be beneficially owned by Mr.
Valdiserri.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%. See Item 5 contained herein.
14 TYPE OF REPORTING PERSON*
IN
2
PAGE
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to the Schedule 13D originally filed with the
Securities and Exchange Commission (the "Commission") on April 16, 1994 (the
"Schedule 13D") relates to shares of class A common stock, par value $.01 per
share (the "Class A Common Stock"), of Rouge Steel Company, a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 3001 Miller Road, Dearborn, Michigan 48121. Terms not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
The following is added to amend Item 4:
On November 1, 1996, Carl L. Valdiserri transferred 250,000 shares of
class B common stock, par value $.01 per share (the "Class B Common Stock"), of
the Issuer to Marico Acquisition Corp. ("Marico"), a Delaware corporation
wholly-owned by Mr. Valdiserri. Upon transfer to Marico, such shares of Class
B Common Stock were converted to an equal number of shares of Class A Common
Stock of the Issuer, 15,000 of which were sold during November in transactions
exempt from registration under the Securities Act of 1933, as amended
(the "Act"). The remaining 235,000 shares of Class A Common Stock are intended
to be sold by Marico from time to time pursuant to exemptions from
registration under the Act.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The following is added to amend Item 5:
Mr. Valdiserri owns of record and beneficially 243,769 shares of
Class A Common Stock of the Issuer (including the 235,000 shares of Class A
Common Stock held through Marico), representing approximately 1.7% of the
14,277,073 shares of Class A Common Stock issued and outstanding as of the date
hereof.
Mr. Valdiserri also owns of record and beneficially 7,140,400 shares
of Class B Common Stock of the Issuer. According to the Restated Certificate
of Incorporation, the shares of Class B Common Stock are convertible into
shares of Class A Common Stock (i) at any time in the discretion of the holder
of such shares of Class B Common Stock or (ii) automatically upon the transfer
of shares of Class B Common Stock to other than certain permitted transferees.
The Restated Certificate of Incorporation also provides that upon death or
permanent disability of Mr. Valdiserri or voluntary retirement of Mr.
Valdiserri as Chairman of the Board of Directors of the Issuer, all shares of
Class B Common Stock owned by any holder of shares of Class B Common Stock, who
has consented in writing to the automatic conversion provisions contained in
the Restated Certificate of Incorporation, will automatically be converted into
an equal number of shares of Class A Common Stock. Mr. Valdiserri has
consented to such automatic conversion in the Stockholders Agreement. The
conversion rate is one share of Class A Common Stock for each share of Class B
Common Stock and is subject to adjustment in certain circumstances.
Accordingly, as adjusted to reflect the conversion of such Class B Common
Stock, Mr. Valdiserri owns beneficially (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
7,384,169 shares of Class A Common Stock, representing approximately 34.5%
of the 21,417,473 as adjusted shares of Class A Common Stock
outstanding as of the date of this statement on Schedule 13D. However, if
Worthington's 472,000 shares of Class B Common Stock are converted to Class A
Common Stock, then, as adjusted to reflect such conversion, Mr. Valdiserri
owns beneficially (as that term is defined in Rule 13d-3 under the Exchange
Act) 7,384,169 shares of Class A Common Stock, representing approximately
33.7% of the 21,889,473 as adjusted shares of Class A Common Stock
outstanding.
3
PAGE
<PAGE>
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.
Dated: December 4, 1996
/S/ CARL S. VALDISERRI
-----------------------------------
Carl L. Valdiserri
4
<PAGE>
ATTACHMENT TO AMENDMENT NO. 1 TO SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ROUGE STEEL COMPANY
- -------------------------------------------------------------------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK
- -------------------------------------------------------------------------------
(TITTLE OF CLASS OF SECURITIES)
779099 10 0
----------------------------
(CUSIP NUMBER)
Samuel M. Feder, Esq.
Rogers & Wells
200 Park Avenue, New York, NY 10166
(212) 878-8191
- -------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
APRIL 6, 1994
----------------------------------------
(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 <square>.
Check the following box if a fee is being paid with the statement
<checked-box>.
(Continued on following pages)
(Page 1 of 7 Pages)
ND14431.3
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 779099 10 0 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl L. Valdiserri
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <square>
(b) <checked-box>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 7,398,400 shares of Common Stock
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,398,400 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,398,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* <checked-box>
Excludes 1,300,000 shares of Class B Common Stock owned by Worthington
Industries, Inc. which may be deemed to be beneficially owned by Mr.
Valdiserri.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%. See Item 5 contained herein.
14 TYPE OF REPORTING PERSON*
IN
2
PAGE
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to the Class A Common Stock, par value of
$.01 per share (the "Class A Common Stock"), of Rouge Steel Company, a Delaware
corporation (the "Issuer). The address of the Issuer's principal executive
office is 3001 Miller Road, Dearborn, MI 48121.
Item 2. Identity and Background.
-----------------------
The person filing this statement is Carl L. Valdiserri. Mr.
Valdiserri's business address is c/o Rouge Steel Company, 3001 Miller Road,
Dearborn, MI 48121. Mr. Valdiserri is the Chief Executive Officer and the
Chairman of the Board of Directors of the Issuer. During the last five years,
Mr. Valdiserri has not (a) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was 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 violation with
respect to such laws. Mr. Valdiserri is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On April 6, 1994 Mr. Valdiserri used personal funds to acquire 8,000
shares of Class A Common Stock.
Mr. Valdiserri acquired 1,600,000 shares of Class A Common Stock and
80 shares of Class B Common Stock of the Issuer (the "Class B Common Stock,"
and together with the Class A Common Stock, the "Common Stock"), pursuant to a
Subscription and Stockholders Agreement dated as of December 15, 1989, by and
among Marico Acquisition Corp. ("Marico") (as predecessor to the Issuer), Carl
L. Valdiserri, Worthington Industries, Incorporated ("Worthington"), Chase
Manhattan Capital Corporation ("CMCC") and Ford Motor Company ("Ford"), a copy
of which is attached hereto as Exhibit I, for an aggregate purchase price of
$2,000,000. Mr. Valdiserri used personal funds to purchase the 1,600,080
shares of Common Stock.
After the private sale of 122,000 shares of Class A Common Stock to
certain employees of the Issuer, Mr. Valdiserri held 1,478,000 shares of Class
A Common Stock and 80 shares of Class B Common Stock. Thereafter, pursuant to
the Issuer's Restated Certificate of Incorporation (the "Restated Certificate
of Incorporation"), a copy of which is attached hereto as Exhibit II, a 5-for-1
stock split occurred on March 23, 1994. After the stock split, Mr. Valdiserri
held 7,390,000 shares of Class A Common Stock and 400 shares of Class B Common
Stock.
Pursuant to the terms of an Amended and Restated Stockholders
Agreement dated February 28, 1994 (the "Stockholders Agreement"), a copy of
which is attached hereto as Exhibit III, among the Issuer, Carl L. Valdiserri,
Worthington and CMCC, immediately prior to the consummation of the initial
public offering of Class A Common Stock by the Issuer pursuant to a
Registration Statement on Form S-1 (Registration No. 33-74698), which occurred
on April 5, 1994, Mr. Valdiserri exchanged all of his shares of Common Stock
for 7,390,400 shares of Class B Common Stock.
Item 4. Purpose of Transaction.
----------------------
Mr. Valdiserri acquired 8,000 shares of Class A Common Stock on
April 6, 1994 for investment purposes.
3
PAGE
<PAGE>
Mr. Valdiserri is aware of the Issuer's intention to add a ninth
director to its Board of Directors. However as of the date hereof, no
determination as to the identity of such director has been made.
Except as set forth above, Mr. Valdiserri has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraph (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Mr. Valdiserri owns of record and beneficially 8,000 shares of
Class A Common Stock, representing approximately .06% of the 12,309,600 shares
of Class A Common Stock outstanding as of the date hereof.
Mr. Valdiserri also owns of record and beneficially 7,390,400 shares
of Class B Common Stock of the Issuer. According to the Restated Certificate
of Incorporation, the shares of Class B Common Stock are convertible into
shares of Class A Common Stock (i) at any time in the discretion of the holder
of such shares of Class B Common Stock or (ii) automatically upon the transfer
of shares of Class B Common Stock to other than certain permitted transferees.
The Restated Certificate of Incorporation also provides that upon death or
permanent disability of Mr. Valdiserri or voluntary retirement of Mr.
Valdiserri as Chairman of the Board of Directors of the Issuer, all shares of
Class B Common Stock owned by any holder of shares of Class B Common Stock, who
has consented in writing to the automatic conversion provisions contained in
the Restated Certificate of Incorporation, will automatically be converted into
an equal number of shares of Class A Common Stock. Mr. Valdiserri has
consented to such automatic conversion in the Stockholders Agreement. The
conversion rate is one share of Class A Common Stock for each share of Class B
Common Stock and is subject to adjustment in certain circumstances.
Accordingly, as adjusted to reflect the conversion of such Class B Common
Stock, Mr. Valdiserri owns beneficially (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Act")) 7,398,400
shares of Class A Common Stock, representing approximately 37.6% of the
19,700,000 as adjusted shares of Class A Common Stock outstanding. However, if
Worthington's 1,300,000 shares of Class B Common Stock are converted to Class A
Common Stock, then, as adjusted to reflect such conversion, Mr. Valdiserri owns
beneficially (as that term is defined in Rule 13d-3 under the Act) 7,398,400
shares of Class A Common Stock, representing approximately 35.2% of the
21,000,000 as adjusted shares of Class A Common Stock outstanding.
By virtue of the voting arrangement in the Stockholders Agreement
described in Item 5(b) below, Mr. Valdiserri may also be deemed to be the
beneficial owner (as that term is defined in Rule 13d-3 under the Act) of
4,699,600 shares of Class A Common Stock and 1,300,000 shares of Class B Common
Stock owned of record by Worthington. Mr. Valdiserri disclaims beneficial
ownership of such Class A Common Stock and Class B Common Stock.
(b) Pursuant to the Stockholders Agreement, Mr. Valdiserri has
agreed that (i) if and so long as Worthington owns at least 18% or 9% of the
total number of the Issuer's outstanding shares of Common Stock, Mr. Valdiserri
will vote his Common Stock in favor of two directors or one director, as the
case may be, designated by Worthington and (ii) if and so long as Mr.
Valdiserri owns 27%, 18% or 9% of the total number of the Issuer's outstanding
shares of Common Stock, Worthington will vote its shares of Common Stock in
favor of three directors, two directors or one director, as the case may be,
designated by Mr. Valdiserri.
4
PAGE
<PAGE>
Worthington, an Ohio corporation, is a major steel fabricator and
processor with its principal place of business and principal office located at
1205 Dearborn Drive, Columbus, Ohio 43085. To the knowledge of Mr. Valdiserri,
during the last five years, Worthington has not (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was 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 violation with respect to such laws.
Other than as described above, Mr. Valdiserri has the sole power to
vote or direct the vote and to dispose or direct the disposition of all the
shares of Common Stock stated to be beneficially owned by Mr. Valdiserri in
Item 5(a) hereof.
(c) Other than the execution of the Stockholders Agreement and the
consummation of the transactions contemplated thereby and other than Mr.
Valdiserri's purchase of 8,000 shares of Class A Common Stock as described in
Item 5(a) hereof, Mr. Valdiserri has not participated in any transactions
involving Class A Common Stock in the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
---------------------------
The following description of the Stockholders Agreement is qualified
in its entirety by reference to Items 3 and 5 hereof and the full text of the
Stockholders Agreement, a copy of which is attached as Exhibit III hereto and
is incorporated by reference herein.
On February 28, 1994, the Issuer, Carl L. Valdiserri, Worthington
and CMCC entered into the Stockholders Agreement which, with certain minor
exceptions, took effect on March 28, 1994. Under the Stockholders Agreement,
Worthington, CMCC and the Issuer agreed that: (i) without the prior written
consent of a majority of Disinterested Directors (as defined in the Issuer's
Restated Certificate of Incorporation), Worthington will not acquire or agree
to acquire, directly or indirectly, any shares of Common Stock, if, immediately
after any such acquisition, the aggregate percentage of the total number of
issued and outstanding shares of Common Stock ("Equity Holdings") held by
Worthington and its affiliates would exceed 35%; (ii) until February 28, 1995
and during each year thereafter (each such period being referred to as a
"Restricted Period"), Mr. Valdiserri and his permitted transferees will not,
with certain exceptions, transfer, offer to transfer or agree to transfer more
than 18% of the Equity Holdings of Mr. Valdiserri and such permitted
transferees during such Restricted Period unless Mr. Valdiserri gives
Worthington 30 days prior written notice; (iii) immediately prior to the
consummation of the Issuer's recent public offering, (1) Mr. Valdiserri
exchanged all shares of capital stock of the Issuer owned by Mr. Valdiserri for
7,390,400 shares of Class B Common Stock and (2) Worthington exchanged
1,300,000 of the shares of Class A Common Stock owned by Worthington for an
equal number of shares of Class B Common Stock; and (iv)(1) if and so long as
Worthington owns at least 18% or 9% of the total number of the Issuer's
outstanding shares of Common Stock, Mr. Valdiserri will vote his Common Stock
in favor of two directors or one director, as the case may be, designated by
Worthington and (2) if and so long as Mr. Valdiserri holds 27%, 18% or 9% of
the total number of the Issuer's outstanding shares of Common Stock,
Worthington will vote its shares of Common Stock in favor of three directors,
two directors or one director, as the case may be, designated by Mr.
Valdiserri.
5
PAGE
<PAGE>
Under the Stockholders Agreement, Mr. Valdiserri, Worthington and/or
their permitted transferees collectively have four demand registration rights
in certain circumstances with respect to their shares of Class A Common Stock.
The demand registration rights described above are exercisable at any time
after 180 days after March 28, 1994. In addition, when the Issuer becomes
eligible to register shares on Forms S-2 or S-3, Mr. Valdiserri, Worthington
and/or their permitted transferees will have unlimited demand registration
rights on those Forms. Mr. Valdiserri, Worthington and/or their permitted
transferees also have unlimited piggyback registration rights. The Issuer has
agreed to pay any expenses (except all applicable underwriting discounts and
commissions) incurred in connection with a registration requested under the
Stockholders Agreement.
The Stockholders Agreement terminates; (a) upon the consent of each
of the parties thereto; (b) upon the sale of all or substantially all of the
assets of the Issuer and the distribution of the proceeds thereof to the
stockholders at such time; (c) as to any share of Common Stock,when such share
is transferred other than to permitted transferees; (d) as to any party, when
such party ceases to hold any Common Stock (or any legal or beneficial interest
therein); or (e) on February 28, 2004, provided that certain expense and
indemnification provisions survive.
Item 7. Materials to Be Filed as Exhibits.
---------------------------------
I. Subscription and Stockholders Agreement dated as of December 15,
1989, as amended, by and among Marico (as predecessor to the Issuer), Carl L.
Valdiserri, Worthington, CMCC and Ford.
II. Restated Certificate of Incorporation of the Issuer, as filed
with the Delaware Secretary of State on March 23, 1994.
III. Amended and Restated Stockholders Agreement dated as of
February 28, 1994, among the Issuer, CMCC, Carl L. Valdiserri and Worthington.
6
PAGE
<PAGE>
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.
Dated: April 13, 1994
/S/CARL L. VALDISERRI
---------------------
Carl L. Valdiserri
7
<PAGE>
