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FORM 8-K(1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 10, 1998
METALLURG HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 23-29675771
(State or Other (IRS Employer)
Jurisdiction of (Identification Number)
Incorporation)
800 The Safeguard Building
435 Devon Park Drive
Wayne, Pennsylvania 19087
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:
(610) 293-0838
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(1) As of the date hereof, the Company is not required by law under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") to file
this form with the Securities and Exchange Commission (the "SEC"). However,
pursuant to Section 4.02 of the Indenture, dated as of July 13, 1998, by and
between the Company and United States Trust Company of New York, as trustee,
the Company is required to file with the SEC such information, documents and
other reports as are specified under Section 13 and 15(d) of the Exchange
Act. The Company has chosen to fulfill its obligations under such Indenture
by filing this Current Report on Form 8-K with the SEC.
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ITEM 5. CHANGE OF MANAGEMENT OF REGISTRANT'S WHOLLY-OWNED SUBSIDIARY.
On August 11, 1998, Metallurg, Inc., a wholly-owned subsidiary of
Metallurg Holdings, Inc., announced several changes to its management team. See
the press release filed as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
(99)(a) Press Release of Mettallurg, Inc. dated August 11, 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 HOLDINGS, INC.
Date: August 12, 1998 By /s/ Diana Wechsler Kerekes
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Name: Diana Wechsler Kerekes
Title: Secretary
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From: Curtis Hoxter, Incorporated
380 Lexington Avenue
New York, New York 10168
(212) 818-0303
FOR IMMEDIATE RELEASE
METALLURG ANNOUNCES NEW MANAGEMENT TEAM
New York, NY - August 11, 1998 - Metallurg, Inc., a leading international
producer and supplier of high quality metal alloys and specialty metals,
announced several changes in its Board of Directors and senior management:
- - Dr. Heinz C. Schimmelbusch, Managing Director of Safeguard International
Fund, L.P., has been elected Chairman of Metallurg's Board of
Directors. Safeguard International acquired all of Metallurg's outstanding
common stock in a transaction valued at approximately $300 million.
- - Michael A. Standen, the Company's former President and Chief Executive
Officer, was named Vice Chairman of the Board and Senior Advisor to the Company.
- - Nils A. Kindwall, former Vice Chairman of Freeport-McMoRan, joined Arthur R.
Spector, also a Managing Director of Safeguard International, Dr. Schimmelbusch
and Mr. Standen on the Board of Directors.
Curtis J. Hoxter, Inc. - 380 Lexington Avenue - New York, New York 10168
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- -- Alan D. Ewart, former head of London & Scandinavian Metallurgical Co. Ltd.,
the Company's United Kingdom subsidiary, was elected Metallurg's new President
and Chief Executive Officer.
The Board of Directors also made the following key appointments:
- -- Eric E. Jackson, President of Shieldalloy Metallurgical Corporation, the
Company's US operating subsidiary, was elected Senior Vice President and Chief
Operating Officer of Metallurg.
- -- Robin A. Brumwell, President of Metallurg International Resources, a
Division of Metallurg responsible for merchanting and procurement, was elected
Senior Vice President of the Company and will continue to serve in his previous
capacity.
- -- Douglas A. Fastuca was elected Vice President of Corporate Development.
- -- In addition, Barry C. Nuss will continue as Vice President and Chief
Financial Officer of the Company.
"Under Mr. Standen's tenure, the Company has achieved a strong financial and
operating performance in recent years. As a result, the Company provides a solid
platform for growth and offers an attractive opportunity for corporate
development," noted Dr. Schimmelbusch.
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Founded in 1911, Metallurg's products are used by manufacturers of steel,
aluminum, superalloys and chemicals as well as by other metal-consuming
industries. Metallurg's operations include: Shieldalloy Metallurgical
Corporation, Newfield, New Jersey; London & Scandinavian Metallurgical Co.,
Ltd., Rotherham, England; GfE Gesellschaft fur Elektrometallurgie mbH,
Nurnberg, Germany; Elektrowerk Weisweiler GmbH, Eschweiler-Weisweiler, Germany;
and Companhia Industrial Fluminense, Sao Joao del Rei, Brazil, Metallurg also
operates a worldwide sales and distribution network. The Company employs
approximately 1,500 people worldwide, and had sales of approximately $650
million for the four quarters ended April 30, 1998.
Safeguard International is an international private equity fund headquartered
in Wayne, Pennsylvania, which invests primarily in equity securities of
companies in process industries, including specialty metals, chemicals, high
technology manufacturing and recycling.
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