-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DfeKIe4mEZJVjFdX3pRcnl1bcE6ACNb9yUQVY5eSIC622ECpMrx2FqjieMIA8Gac qK9zTJxcRHNTE9HvIE+qIg== 0000912603-96-000018.txt : 19961225 0000912603-96-000018.hdr.sgml : 19961225 ACCESSION NUMBER: 0000912603-96-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961213 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961213 DATE AS OF CHANGE: 19961224 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHNITZER STEEL INDUSTRIES INC CENTRAL INDEX KEY: 0000912603 STANDARD INDUSTRIAL CLASSIFICATION: 5090 IRS NUMBER: 930341923 STATE OF INCORPORATION: OR FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22496 FILM NUMBER: 96680831 BUSINESS ADDRESS: STREET 1: 3200 NW YEON AVE STREET 2: P O BOX 10047 CITY: PORTLAND STATE: OR ZIP: 97210-0047 BUSINESS PHONE: 5032249900 MAIL ADDRESS: STREET 1: P O BOX 10047 CITY: PORTLAND STATE: OR ZIP: 97210 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 29, 1996 SCHNITZER STEEL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) OREGON 0-22496 93-0341923 - - ---------------------------- ----------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) P.O. Box 10047 Portland, OR 97296-0047 - - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (503) 224-9900 SCHNITZER STEEL INDUSTRIES, INC. FORM 8-K DECEMBER 13, 1996 Item 2. Acquisition or Disposition of Assets On November 29, 1996, PIC Acquisition Corporation ("PIC"), a wholly owned subsidiary of Schnitzer Steel Industries, Inc. (the "Company"), acquired 4,079,225 shares of Common Stock of Proler International Corp. ("Proler") (representing approximately 86% of the outstanding shares of Proler) for $9.00 cash per share pursuant to a tender offer for all of the outstanding shares of Common Stock of Proler. The tender offer commenced on September 20, 1996 pursuant to the Agreement and Plan of Merger among PIC, Proler, and the Company. PIC subsequently purchased an additional 342,600 shares of Common Stock of Proler, thereby increasing its ownership to approximately 94% of the outstanding Proler shares. On December 6, 1996, the Company completed the merger of PIC with and into Proler. As a result of the merger, all remaining outstanding shares of Proler Common Stock were converted into the right to receive the same $9.00 per share in cash paid in the tender offer and Proler became a wholly owned subsidiary of the Company. The total amount of funds required to acquire Proler pursuant to the tender offer and merger was approximately $42.5 million. The Company borrowed these funds under its existing $100,000,000 unsecured revolving credit facility with The First National Bank of Chicago, The Chase Manhattan Bank, N.A., Wells Fargo Bank, N.A. and Seattle First National Bank. Proler is an environmental services company involved in the recovery and recycling of scrap metals and industrial wastes. Through its joint ventures, Proler exports ferrous scrap to foreign markets from scrap collection, processing and deep water facilities in Los Angeles, California; Providence, Rhode Island; Everett, Massachusetts; and Jersey City, New Jersey. It is the Company's current intention that most of Proler's assets will continue to be used in its business, although the Company intends to review and consider disposing of Proler's businesses outside of its core scrap metal recycling business. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired (1) The audited Consolidated Financial Statements of Proler for the year ended January 31, 1996. (2) The audited Combined Financial Statements of Proler's Joint Operations for the year ended January 31, 1996. (3) The unaudited Consolidated Balance Sheet of Proler as of July 31, 1996, and the related unaudited Consolidated Statements of Operations and Cash Flows for each of the six months ended July 31, 1996 and 1995, are incorporated herein by reference from Part I of Proler's Form 10-Q Quarterly Report (Commission File Number: 1-5276) for the period ended July 31, 1996. It was impracticable to include Item 7 (a) (1) and (2) above in this report. Such financial statements will be filed by amendment to this report upon receipt of consents from independent accountants, which will be on or before February 11, 1997. (b) Pro Forma Financial Information It was impracticable to provide the pro forma financial information required pursuant to Article 11 of Regulation S-X in this Form 8-K filing. The required pro forma financial information will be filed by amendment to this report on or before February 11, 1997. (c) Exhibits 2. Agreement and Plan of Merger dated September 15, 1996. Incorporated by reference to Exhibit (c) (1) to the Company's Schedule 14D-1 filed September 20, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 13, 1996 ----------------- SCHNITZER STEEL INDUSTRIES, INC. By/s/Barry A Rosen ------------------------------ Barry A. Rosen Vice President, Finance SCHNITZER STEEL INDUSTRIES, INC. FORM 8-K DECEMBER 13, 1996 INDEX TO EXHIBITS ----------------- Exhibit Number Page - - ------- ---- 2. Agreement and Plan of Merger dated September 15, 1996, is incorporated by reference to Exhibit (c) (1) to Registrant's Schedule 14D-1 filed September 20, 1996. -----END PRIVACY-ENHANCED MESSAGE-----