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FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 1998
METALLURG, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-1661467
(State or Other (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
6 East 43rd Street
New York, New York 10017
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:
(212) 835-0200
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ITEM 1. CHANGE OF CONTROL OF REGISTRANT.
On July 13, 1998, Metallurg Acquisition Corp. ("Metallurg
Acquisition"), a wholly owned subsidiary of Metallurg Holdings, Inc. ("Metallurg
Holdings") was merged with and into Metallurg, Inc. ("Metallurg"), with
Metallurg as the Surviving Corporation of the merger (the "Merger"). The Merger
was approved by the written consent of holders of a majority of shares of
Metallurg's common stock. Upon consummation of the Merger, each share of
Metallurg's outstanding common stock was converted into the right to receive
$30.00 in cash, representing a cash purchase price of approximately $152.2
million (including payments for cancellation of compensatory options). The total
value of the transaction, including existing indebtedness and environmental,
pension and other liabilities, net of cash, was approximately $300 million. As a
result of the Merger, Metallurg Holdings owns 100% of the outstanding common
stock of Metallurg.
Metallurg Holdings is controlled by Safeguard International Fund, L.P.
("Safeguard International"). The minority shareholder of Metallurg Holdings is
State of Michigan Retirement Systems-Safeguard Limited Partnership. Safeguard
International is an international private equity fund with current committed
capital in excess of $250 million, which includes coinvestment commitments of up
to $45 million. Safeguard International invests primarily in equity securities
of companies in process industries--industries which convert raw or
semi-finished materials into products for use by other businesses.
Safeguard International financed the Merger in part through an
unregistered offering of 12 3/4% Senior Notes due 2008 of Metallurg Holdings.
The obligations of Metallurg Holdings with respect to the Notes are secured by
an assignment and pledge to United States Trust Company of New York, as trustee
for the Notes, of 100% of the shares of Metallurg.
In connection with the Merger, Metallurg received the consent of 100%
of the holders of Metallurg's 11% Senior Notes due 2007 to a one-time waiver of
Metallurg's obligation to make a change of control offer following the Merger in
accordance with the Indenture for the Notes and to certain other amendments to
the Indenture to reflect the beneficial ownership of Metallurg following the
Merger.
Immediately prior to the Merger, Metallurg had 4,956,406 shares of
common stock outstanding. Directors and executive officers of Metallurg
beneficially owned 3,085,415 shares of common stock and options to purchase
130,000 shares of common stock of Metallurg as of that date. In addition,
pursuant to existing employment agreements between Metallurg and Michael A.
Standen, J. Richard Budd, Michael A. Banks, Barry C. Nuss and Eric L. Schondorf,
each of these individuals will, in certain circumstances, be entitled to
payments of $1.2 million, $474,300, $321,300, $321,300 and $313,650,
respectively, if their employment is terminated by them or by the Surviving
Corporation in accordance with the terms of their respective employment
agreements following the Merger. See Metallurg's Annual Report on Form 10-K for
the year ended January 31, 1998 which has been filed with the Securities and
Exchange Commission, for a discussion of these employment agreements and of
certain other benefits to which these employees may become entitled in the event
of their termination.
The officers of Metallurg immediately prior to the Merger are the
officers of Metallurg immediately following the Merger, and the directors of
Metallurg are the following persons: Heinz C. Schimmelbusch, Arthur R. Spector
and Michael A. Standen. Information with regard to Mr. Standen can be found in
Metallurg's Annual Report on Form 10-K for the year ended January 31, 1998 which
has been filed with
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the Securities and Exchange Commission. Information with regard to Messrs.
Schimmelbusch and Spector is set forth below:
Heinz C. Schimmelbusch. Mr. Schimmelbusch is a Managing Director of the
general partner and of the management company of Safeguard International. He is
also Chairman of the Board, President and the Chief Executive Officer of Allied
Resource Corporation, a company he founded in 1994. Until 1994, Mr.
Schimmelbusch was Chairman of the Management Board of Metallgesellschaft AG,
Germany, a multibillion dollar multinational company in the process industries,
and Chairman of the Supervisory board of LURGI AG, Germany's leading process
engineering firm; of Buderus AG, a leading manufacturer of commercial and
residential heating equipment; of Dynamit Nobel AG, a leading manufacturer of
explosives; and Norddeutsche Affinerie AG, Europe's largest copper producer. Mr.
Schimmelbusch also served on the boards of several German and other foreign
corporations and institutions, including Allianz Versicherungs AG, Munich;
Philipp Holzmann AG, Frankfurt; Mobil Oil AG, Hamburg; Teck Corporation,
Vancouver; and others. Mr. Schimmelbusch has been the founder and Chairman of a
number of public companies in process industries, including: Inmet Corporation,
Toronto (formerly Metall Mining Corporation); Methanex Corporation, Vancouver;
and B.U.S. Umweltservice AG, Frankfurt. Mr. Schimmelbusch is a Director of
Safeguard Scientifics, Inc., a position he has held since 1989, and of Arthur
Treacher's Seafood Grill.
Arthur R. Spector. Mr. Spector is a Managing Director of the general
partner and of the management company of Safeguard International. From January
1997 to March 1998, Mr. Spector served as a managing director of TL Ventures
LLC, a venture capital management company organized to manage day-to-day
operations of TL Ventures III L.P. and TL Ventures III Offshore L.P. From
January 1995 through December 1996, Mr. Spector served as Director of
Acquisitions of Safeguard Scientifics, Inc. From July 1992 until may 1995, Mr.
Spector served as Vice Chairman and Secretary of Casino & Credit Services, Inc.
From October 1991 to December 1994, Mr. Spector was Chief Executive Officer and
a director of Perpetual Capital Corporation, a merchant banking organization.
Mr. Spector serves as Chairman of Neoware Systems, Inc., a manufacturer of
thin-client computers; and as a director of USDATA Corporation, a company which
produces factory and process automation software; and Docucorp International,
Inc., a document automation company.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
(2) Merger Agreement dated June 15, 1998 between Metallurg,
Metallurg Holdings and Metallurg Acquisition*.
(99)(a) Press Release of Metallurg, Inc. dated June 15, 1998*.
(99)(b) Press Release of Metallurg, Inc. dated June 19, 19981**.
(99)(c) Press Release of Metallurg, Inc. dated June 19, 1998**.
(99)(d) Press Release of Metallurg, Inc. dated July 13, 1998.
* Filed with Current Report on Form 8-K, dated June 16, 1998.
** Filed with Amendment to Current Report on Form 8-K/A, dated
July 1, 1998.
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.
METALLURG, INC.
Date: July 21, 1998 By /s/ Eric L. Schondorf
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Name: Eric L. Schondorf
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FOR IMMEDIATE RELEASE
METALLURG ANNOUNCES COMPLETION OF ACQUISITION
BY SAFEGUARD INTERNATIONAL FUND, L.P.
New York, NY - July 13, 1998 - Metallurg, Inc. (OTC Bulletin Board: MEAL)
announced today that the acquisition of Metallurg by a group of institutional
co-investors led by Safeguard International Fund, L.P. had been consummated. On
June 15, 1998, Metallurg previously announced that it had signed a definitive
merger agreement pursuant to which Safeguard International would acquire all of
Metallurg's outstanding common stock at $30 per share. The transaction,
including the assumption of Metallurg's outstanding indebtedness, is valued at
approximately $300 million.
Metallurg, founded in 1911, is an international producer and seller of high
quality metal alloys and specialty metals used by manufacturers of steel,
aluminum, superalloys and titanium and other metal consuming products.
Safeguard International Fund, L.P. is an international private equity fund
based in Wayne, Pennsylvania. Safeguard International seeks to make successful
investments by partnering with existing management to build businesses through
both internal growth and strategic acquisitions. Safeguard International,
through its investment team which has in-depth industry expertise, provides its
portfolio companies with operational and strategic advice.
For More Information Contact:
Metallurg Inc., New York
J. Richard Budd III or Michael A. Banks
(212) 835-0200
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