|
Transaction
Valuation(1)
|
Amount
of Filing Fee(2)
|
|
$9,587,516
|
$1,025.86
|
|
(1)
|
Calculated solely for purposes of determining the filing fee. This amount assumes that all eligible options to purchase 313,625 shares of Class A common stock of Schnitzer Steel Industries, Inc. will be exchanged for restricted stock units (“RSUs”) relating to 156,780 shares of Class A common stock of Schnitzer Steel Industries, Inc. pursuant to this offer, which may not occur. The aggregate value of such eligible options is approximately $9,587,516, which is calculated based on the average of the high and low prices of Schnitzer Steel Industries, Inc. Class A common stock as reported on The NASDAQ Global Select Market on October 4, 2006. |
|
(2)
|
The
amount of the filing fee, calculated in accordance with Rule 0-11(b)
of
the Securities Exchange Act of 1934, as amended, and Fee Advisory
#5 for
Fiscal Year 2006 issued by the Securities and Exchange Commission,
equals
$107.00 for each $1,000,000 of the value of the transaction. The
filing
fee was previously paid in connection with the Schedule TO filing
made
with the Securities and Exchange Commission on October 10,
2006.
|
| o |
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its filing.
|
|
Amount
Previously Paid: Not applicable
Form
or Registration No.: Not applicable
|
Filing
Party: Not applicable
Date
Filed: Not applicable
|
| o |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
| o |
Third-party
tender offer subject to Rule 14d-1.
|
| x |
Issuer
tender offer subject to Rule 13e-4.
|
| o |
Going-private
transaction subject to Rule 13e-3.
|
| o |
Amendment
to Schedule 13D under Rule 13d-2.
|
| o |
report
that the Offer expired at 5:00 p.m. (Pacific Time) on November 6,
2006
(the “Expiration Date”) and the Company accepted all Eligible Options that
were validly tendered and not subsequently properly withdrawn as
of the
Expiration Date; and
|
| o |
file
as Exhibit (a)(1)(G) an email notifying option holders of the completion
of the exchange offer.
|
|
Exhibit
Number
|
Description
|
|
(a)(1)(A)**
|
Offer
to Exchange Outstanding Options to Purchase Class A Common Stock
Granted
on July 25, 2006 for Restricted Stock Units.
|
|
(a)(1)(B)*
|
Election
Form.
|
|
(a)(1)(C)*
|
Withdrawal
Form.
|
|
(a)(1)(D)*
|
Form
of Letter from John D. Carter.
|
|
(a)(1)(E)*
|
E-mail
Communication to holders of Eligible Options.
|
|
(a)(1)(F)**
|
Form
of Letter to holders of Eligible Options, dated October 31,
2006.
|
|
(a)(1)(G)
|
E-mail
Communication to option holders dated November 6, 2006.
|
|
(b)
|
Not
applicable.
|
|
(d)(1)***
|
Schnitzer
Steel Industries, Inc. 2001 Restated Voting Trust and Buy-Sell
Agreement
dated March 26, 2001. Filed as Exhibit 9.1 to Schnitzer Steel
Industries,
Inc.’s Form 10-K for the fiscal year ended August 31, 2001, and
incorporated herein by reference.
|
|
(d)(2)***
|
Schnitzer
Steel Industries, Inc. 1993 Stock Incentive Plan. Filed as Exhibit
10.1 to
Schnitzer Steel Industries, Inc.’s Form 10-Q for the fiscal quarter ended
February 28, 2002, and incorporated herein by reference.
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
| * |
Previously
filed with the Company’s Schedule TO on October 10,
2006.
|
|
**
|
Previously
filed as an exhibit to the Schedule TO (Amendment No. 1) filed
with the
SEC on October 31, 2006.
|
| *** |
Incorporated
by reference as
indicated.
|
| SCHNITZER STEEL INDUSTRIES, INC. | ||
| |
|
|
| Date: November 7, 2006 | By: | /s/ RICHARD JOSEPHSON |
|
Richard Josephson, |
||
| Vice President, General Counsel and Secretary | ||
|
Exhibit
Number
|
Description
|
|
(a)(1)(A)**
|
Offer
to Exchange Outstanding Options to Purchase Class A Common Stock
Granted
on July 25, 2006 for Restricted Stock Units.
|
|
(a)(1)(B)*
|
Election
Form.
|
|
(a)(1)(C)*
|
Withdrawal
Form.
|
|
(a)(1)(D)*
|
Form
of Letter from John D. Carter.
|
|
(a)(1)(E)*
|
E-mail
Communication to holders of Eligible Options.
|
|
(a)(1)(F)**
|
Form
of Letter to holders of Eligible Options, dated October 31,
2006.
|
|
(a)(1)(G)
|
E-mail
Communication to option holders dated November 6, 2006.
|
|
(b)
|
Not
applicable.
|
|
(d)(1)***
|
Schnitzer
Steel Industries, Inc. 2001 Restated Voting Trust and Buy-Sell
Agreement
dated March 26, 2001. Filed as Exhibit 9.1 to Schnitzer Steel Industries,
Inc.’s Form 10-K for the fiscal year ended August 31, 2001, and
incorporated herein by reference.
|
|
(d)(2)***
|
Schnitzer
Steel Industries, Inc. 1993 Stock Incentive Plan. Filed as Exhibit
10.1 to
Schnitzer Steel Industries, Inc.’s Form 10-Q for the fiscal quarter ended
February 28, 2002, and incorporated herein by reference.
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
| * |
Previously
filed with the Company’s Schedule TO on October 10,
2006.
|
|
**
|
Previously
filed as an exhibit to the Schedule TO (Amendment No. 1) filed
with the
SEC on October 31, 2006.
|
|
***
|
Incorporated
by reference as indicated.
|