UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)*
Niagara Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
653349100
(CUSIP Number)
Gilbert D. Scharf
P.O. Box 1124
Ponte Vedra, Florida 32004
(904) 285-2835
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 13, 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 ( ).
Check the following box if a fee is being paid with the statement ( ).
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13D-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
**Pursuant to Rule 13d-2(a), the event does not require this amendment to
be filed, and consequently this amended and restated Schedule 13D is
being filed on a voluntary basis.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 653349100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilbert D. Scharf
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
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) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
537,250 (including shares issuable upon the
NUMBER OF exercise of Warrants and Options)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 537,250 (including shares issuable upon
WITH exercise of Warrants and Options)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,250 (including shares issuable upon exercise of
Warrants and Options)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* (X)
(excludes 5,000 shares underlying Options which will not
become exercisable until September 13, 1997 (provided Mr.
Scharf continues to serve as a director of the Issuer on
such date) except in the event of a Change in Control of
the Issuer. See Items 3 and 6 hereof).
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON*
IN
Gilbert D. Scharf hereby amends (and restates, pursuant to
Rule 101(a)(2)(ii) of Regulation S-T) his Statement on Schedule
13D, dated August 30, 1993, as amended on September 30, 1993 and
February 4, 1994, relating to the Common Stock, par value $.001
per share, of Niagara Corporation (formerly International Metals
Acquisition Corporation), a Delaware corporation.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.001
per share ("Shares"), of Niagara Corporation, a Delaware
corporation (the "Issuer"). The Issuer's principal executive
offices are located at 667 Madison Avenue, New York, New York
10021.
Item 2. Identity and Background.
(a)-(b) This Statement is being filed by Gilbert D. Scharf,
a United States citizen, whose business address is c/o Financial
Services Acquisition Corporation, 667 Madison Avenue, New York,
New York 10021.
(c) Mr. Scharf is Vice President, Secretary, Treasurer and
a director of the Issuer. Mr. Scharf is also Chairman of the
Board, President and Chief Executive Officer of Financial
Services Acquisition Corporation ("FSAC"), a Delaware Corporation
and Vice Chairman and a director of Euro Brokers Investment
Corporation ("Euro Brokers"), a Delaware corporation and wholly
owned subsidiary of FSAC, located at Two World Trade Center,
Suite 8400, New York, NY 10048.
(d)-(e) During the last five years, Mr. Scharf has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) nor has he 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 violations with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In May 1993, in connection with the initial issuance of
Shares by the Issuer, Mr. Scharf purchased 195,000 Shares for an
aggregate consideration of $7,800.
On August 20, 1993, in connection with the initial public
offering (the "IPO") by the Issuer of 2,875,000 Units (each Unit
consisting of one Share and two Redeemable Common Stock Purchase
Warrants ("Warrants")), Mr. Scharf purchased (including purchases
through IRA accounts) an additional 21,500 Shares, along with
43,000 Warrants, for an aggregate consideration of $129,000.
Each Warrant entitles the registered holder thereof to purchase
from the Issuer, until the close of business on August 13, 2000,
one Share for $5.50 , subject to adjustment in certain circum-
stances. As a result of the consummation on August 16, 1995
of the Acquisition described below in Item 6, the Warrants became
exercisable.
On September 22, 1993, Mr. Scharf purchased (including
purchases through IRA accounts) an additional 50,000 Shares
through a privately negotiated transaction at $4.75 per Share for
an aggregate consideration of $237,500.
On November 9, 1993, Mr. Scharf purchased an additional
100,000 Warrants through on open market purchase at $1.125 per
Warrant for an aggregate consideration of $112,500.
On January 24, 1994, Mr. Scharf purchased an additional
39,250 Units through an open market purchase at approximately
$6.58 per Unit for an aggregate consideration of $258,176.78.
The funds used to make each of the foregoing purchases were
Mr. Scharf's personal funds. Since making these purchases, Mr.
Scharf transferred 49,750 of such Shares to a living trust for
which he is the sole trustee.
On September 13, 1996, the Compensation Committee of the
Board of Directors of the Issuer (the "Compensation Committee")
granted to Mr. Scharf, in connection with his serving as a
director of the Issuer, a non-qualified stock option (the
"Option") to purchase an aggregate of 15,000 Shares, each at
$5.50 per Share. As described in Item 6 hereof, the Option is
currently exercisable as to 10,000 of the underlying Shares. The
remainder of the Option will not become exercisable until
September 13, 1997 (provided Mr. Scharf continues to serve as a
director of the Issuer on such date) except in the event of a
"Change in Control" of the Issuer (as defined in the Issuer's
1995 Stock Option Plan). Accordingly, 5,000 of the 15,000 Shares
underlying the Option have not been included for purposes of this
Statement in calculating the number of Shares beneficially owned
by Mr. Scharf.
Item 4. Purpose of Transaction.
Mr. Scharf acquired the Shares for investment purposes and
in connection with his serving as Vice President, Secretary,
Treasurer and director of the Issuer. Subject to the matters
referred to below (including Item 6 hereof), Mr. Scharf may
maintain his investment at its current level, acquire additional
securities of the Issuer, sell or dispose of, or convert all or
part of his investment. In any such case, the decision by Mr.
Scharf would depend upon a continuing evaluation of the Issuer's
business, prospects and financial condition, the market for the
securities, other business and investment opportunities available
to him, his positions at the Issuer and its subsidiaries, general
economic conditions, stock market and money market conditions,
availability of funds and other factors and future developments
that he may deem relevant from time to time. Any acquisition or
disposition of securities of the Issuer by Mr. Scharf may be
effected through open market or privately negotiated
transactions, gifts or otherwise.
Except to the extent set forth above, or in any other Item
hereof, and except in his capacity as Vice President, Secretary,
Treasurer and director of the Issuer, which from time to time may
consider various transactions involving its securities, Mr.
Scharf does not have any present plans or proposals that relate
to or would result in any of the actions required to be described
in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As described in Item 3 hereof, Mr. Scharf owns
(including through IRA accounts and living trusts) (i) 305,750
Shares, (ii) 221,500 Warrants, representing the right to receive,
upon exercise thereof at $5.50 per Warrant, an aggregate of
221,500 Shares and (iii) the Option, currently exercisable as to
10,000 underlying Shares, and thereby representing the right to
receive, at $5.50 per Share, an aggregate of 10,000 Shares.
Accordingly, Mr. Scharf may be deemed to be the beneficial owner
of an aggregate of 537,250 Shares, representing approximately 13.8%
of the sum of (i) 3,668,750 outstanding Shares (based upon
information contained in the Issuer's most recent report on Form
10-Q for the period ended June 30, 1996 filed by the Issuer with
the Securities and Exchange Commission), (ii) 221,500 Shares
underlying Mr. Scharf 's 221,500 Warrants and (iii) 10,000 of the
Shares underlying the Option.
(b) Mr. Scharf has the sole power to vote and direct the
voting of and, subject to the terms of the Letter Agreement
(described below in Item 6), to dispose of and direct the
disposition of the securities referred to in Item 5(a) above.
(c) In accordance with the provisions of the Letter Agreement,
on August 13, 1993, Mr. Scharf entered into a Stock Escrow
Agreement (the "Escrow Agreement") with the Issuer, Michael J..
Scharf (Mr. Scharf's brother), the Michael J. Scharf 1987 Grantor
Income Trust, the Scharf Family 1989 Trust, Gerald L. Cohn,
Andrew R. Heyer and William H. Hyman (collectively with Mr.
Scharf, the "Initial Stockholders") and Continental Stock
Transfer and Trust Company (the "Escrow Agent"), and pursuant to
the terms thereof, deposited the 195,000 Shares beneficially
owned by him prior to the IPO (the "Escrow Shares") with the
Escrow Agent. In accordance with the terms of the Escrow
Agreement, the Escrow Shares were released from escrow on August
20, 1996.
The foregoing is merely a summary of certain provisions of the
Escrow Agreement and is qualified in its entirety by reference to
the full text thereof, a copy of which is attached hereto as
Exhibit 1 and incorporated herein by reference.
Other than as described in this Statement (including in Item 3
above), no other transactions in securities of the Issuer were
effected during the past sixty days by Mr. Scharf.
(d) No person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares owned by Mr. Scharf.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer
On May 26, 1993, Mr. Scharf entered into an agreement (the
"Letter Agreement") with GKN Securities Corp., an underwriter of
the Shares sold in the IPO ("GKN"). Pursuant to the Letter
Agreement, Mr. Scharf agreed among other things, to (i) vote all
the Escrow Shares in accordance with the vote of the majority in
interest of all other public stockholders of the Issuer with
respect to any Business Combination (as defined in the Letter
Agreement); (ii) in the event that the Issuer failed to
consummate a Business Combination within a specified time period
and is required to liquidate, to waive his rights to receive any
liquidation distribution with respect to the Escrow Shares; (iii)
to first present to the Issuer for its consideration any suitable
opportunity for a Business Combination; (iv) not to submit to the
Issuer for consideration, or vote for the approval of, any
Business Combination which involves a company affiliated with
him; (v) not to accept a finder's fee in the event he originates
a Business Combination; (vi) not to accept any compensation for
services rendered to the Issuer prior to the consummation of a
Business Combination; (vii) to enter into the Escrow Agreement;
and (viii) to offer GKN, for five years from August 13, 1993, a
right of first refusal to purchase for its account or to sell for
his account any Shares sold by him pursuant to Rule 144 under the
Securities Act of 1933, as amended. The Acquisition described
below constituted a Business Combination, and, accordingly, the
provisions of the Letter Agreement described above in clauses (i)
through (vi) are no longer applicable.
The foregoing is merely a summary of certain provisions of the
Letter Agreement and is qualified in its entirety by reference to
the full text thereof, a copy of which is attached hereto as
Exhibit 2 and incorporated herein by reference.
As described in Item 5(c) above, on August 13, 1993, Mr.
Scharf entered into the Escrow Agreement, and, on August 20,
1996, the Escrow Shares were released from escrow.
On June 1, 1995, the Issuer entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with the stockholders
(the "Stockholders") of Niagara Cold Drawn Corp., a Delaware
corporation ("Niagara Cold Drawn"), pursuant to which, and
subject to certain conditions, the Issuer agreed to purchase, and
the Stockholders agreed to sell, all of the outstanding shares of
capital stock of Niagara Cold Drawn (the "Acquisition"). On
August 15, 1995, the Issuer's stockholders approved the Stock
Purchase Agreement, and, on August 16, 1995, the Acquisition was
consummated.
As described in Item 3 above, on September 13, 1996, the
Compensation Committee granted the Option to Mr. Scharf. The
option agreement evidencing the Option (the "Option Agreement")
provides that (i) the Option is currently exercisable as to
10,000 of the underlying Shares and the remainder of the Option
will become exercisable on September 13, 1997 provided that Mr.
Scharf continues to serve as a director of the Issuer on such
date and (ii) notwithstanding the forgoing, the Option will
become exercisable in full upon a Change in Control of the Issuer
(as defined in the Issuer's 1995 Stock Option Plan). The Option
Agreement also provides that the Option will expire on the
earlier of (i) the tenth anniversary of the date of grant and
(ii) 90 days after the date on which Mr. Scharf ceases to serve
as a director of the Issuer.
The foregoing is merely a summary of certain provisions of the
Option Agreement and is qualified in its entirety by reference
to the full text thereof, a copy of which is attached hereto as
Exhibit 3 and incorporated herein by reference.
Except as set forth herein, Mr. Scharf does not have any
contracts, arrangements, understandings or relationships with any
person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Stock Escrow Agreement, dated August 13, 1993, by
and among the Issuer, the Initial Stockholders and
the Escrow Agent (incorporated by reference to the
Statement on Schedule 13D of Gilbert D. Scharf,
dated August 30, 1993).
Exhibit 2 - Letter Agreement, dated May 26, 1993, by and between
Gilbert D. Scharf and GKN Securities Corp. (incorporated
by reference to Exhibit 2 of the Statement on
Schedule 13D of Gilbert D. Scharf, dated August 30,
1993).
Exhibit 3 - Stock Option Agreement, dated as of September 13,
1996, by and between the Issuer and Gilbert D.
Scharf.
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: October 10, 1996
/s/ Gilbert D. Scharf
Gilbert D. Scharf
Exhibit Index
Exhibit 1 - Stock Escrow Agreement, dated August 13, 1993, by
and among the Issuer, the Initial Stockholders and
the Escrow Agent (incorporated by reference to the
Statement on Schedule 13D of Gilbert D. Scharf,
dated August 30, 1993).
Exhibit 2 - Letter Agreement, dated May 26, 1993, by and between
Gilbert D. Scharf and GKN Securities Corp. (incorporated
by reference to Exhibit 2 of the Statement on on
Schedule 13D of Gilbert D. Scharf, dated August 30,
1993).
Exhibit 3 - Stock Option Agreement, dated as of September 13,
1996, by and between the Issuer and Gilbert D.
Scharf.
STOCK OPTION AGREEMENT
AGREEMENT made as of September 13, 1996, by and
between Niagara Corporation (formerly International
Metals Acquisition Corporation), a Delaware corporation
("Niagara"), and Gilbert D. Scharf (the "Director").
WHEREAS, on August 15, 1995, Niagara's Board of
Directors (the "Board") approved the International Metals
Acquisition Corporation 1995 Stock Option Plan (the
"Plan");
WHEREAS, on May 16, 1996, Niagara's
stockholders approved the Plan;
WHEREAS, on September 13, 1996, on the
recommendation of the Compensation Committee of the Board
(the "Compensation Committee"), the Board amended the
Plan to provide for grants of stock options to directors
of Niagara and its subsidiaries (collectively, the
"Company"); and
WHEREAS, the Compensation Committee desires to
grant to the Director a Non-Qualified Stock Option under
the Plan to acquire an aggregate of 15,000 shares of
Niagara common stock, par value $.001 per share (the
"Stock"), on the terms set forth herein.
NOW, THEREFORE, the parties hereby agree as
follows:
1. Definitions. Capitalized terms not
otherwise defined herein shall have the meanings set
forth in the Plan.
2. Grant of Option. The Director is hereby
granted a Non-Qualified Stock Option (the "Option") to
purchase an aggregate of 15,000 shares of Stock, pursuant
to the terms of this Agreement and the provisions of the
Plan.
3. Option Price. The exercise price of the
Option shall be $5.50 per share of Stock issuable
pursuant to the exercise thereof.
4. Conditions to Exercisability. (a)
Immediately following the execution of this Agreement,
the Option shall be exercisable as to 10,000 shares of
Stock covered by the Option. The Option shall become
exercisable with respect to an additional 5,000 of such
shares on the first anniversary of this Agreement,
provided that the Director continues to serve as a
director of Niagara on such date.
(b) Notwithstanding the foregoing, the
Option shall become exercisable in full upon the
occurrence of a Change in Control of Niagara (as defined
in the Plan).
5. Period of Option. This Option shall expire
on the earliest to occur of:
(a) the tenth anniversary of the date of
this Agreement; and
(b) 90 days after the date on which the
Director, for any reason, ceases to serve as a director
of Niagara.
6. Exercise of Option. (a) The Option shall
be exercised in the following manner: the Director shall
deliver to Niagara written notice specifying the number
of shares of Stock which he elects to purchase. The
Director must include with such notice full payment of
the exercise price for the Stock being purchased pursuant
to such notice. Payment of the exercise price must be
made in cash or in shares of Stock having a Fair Market
Value equal to such Option price or in a combination of
cash and Stock. In lieu of full payment of the exercise
price in cash, upon request of the Director, Niagara may,
in its discretion, allow the Director to exercise the
Option or a portion thereof through a cashless exercise
procedure.
(b) Upon the disposition of shares of
Stock acquired pursuant to the exercise of the Option,
Niagara shall have the right to require the payment of
the amount of any taxes which are required by law to be
withheld with respect to such disposition.
(c) The Director will not be deemed to be
a holder of any shares of Stock pursuant to exercise of
the Option until the date of the issuance of a stock
certificate to him for such shares and until such shares
are paid for in full.
7. Entire Agreement. This Agreement and the
Plan contain all the understandings between the parties
hereto pertaining to the matters referred to herein, and
supersedes all undertakings and agreements, whether oral
or in writing, previously entered into by them with
respect thereto. The Director represents that, in
executing this Agreement, he does not rely and has not
relied upon any representation or statement not set forth
therein made by the Company with regard to the subject
matter, bases or effect of this Agreement or otherwise.
8. Amendment or Modification, Waiver. No
provision of this Agreement may be amended or waived
unless such amendment or waiver is agreed to in writing,
signed by the Director and by a duly authorized officer
of Niagara. No waiver by any party hereto of any breach
by another party hereto of any condition or provision of
this Agreement to be performed by such other party shall
be deemed a waiver of a similar or dissimilar condition
or provision at the same time, any prior time or any
subsequent time.
9. Notices. Any notice to be given hereunder
shall be in writing and shall be deemed given when
delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return
receipt requested, addressed to the party concerned at
the address indicated below or to such other address as
such party may subsequently give notice of hereunder in
writing:
To the Director at:
P.O. Box 1124
Ponte Vedra, Florida 32004
To Niagara at:
Niagara Corporation
667 Madison Avenue
New York, New York 10021
With a copy to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Attn: Milton G. Strom
Telecopy: (212) 735-2000
Any notice delivered personally or by courier
under this Section 9 shall be deemed given on the date
delivered and any notice sent by telecopy or registered
or certified mail, postage prepaid, return receipt
requested, shall be deemed given on the date telecopied
or mailed.
10. Severability. If any provision of this
Agreement or the application of any such provision to any
party or circumstances shall be determined by any court
of competent jurisdiction to be invalid and unenforceable
to any extent, the remainder of this Agreement or the
application of such provision to such person or
circumstances other than those to which it is so
determined to be invalid and unenforceable, shall not be
affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent
permitted by law.
11. Survival. The respective rights and
obligations of the parties hereunder shall survive any
termination of this Agreement to the extent necessary to
the intended preservation of such rights and obligations.
12. Governing Law. This agreement will be
governed by and construed in accordance with the laws of
the State of Delaware, without regard to its conflicts of
laws principles.
13. Headings. All descriptive headings of
sections and paragraphs in this Agreement are intended
solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading
of any section or paragraph.
14. Construction. This Agreement is made
under and subject to the provisions of the Plan, and all
of the provisions of the Plan are hereby incorporated
herein as provisions of this Agreement. If there is a
conflict between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan will
govern. By signing this Agreement, the Director confirms
that he has received a copy of the Plan and has had an
opportunity to review the contents thereof.
15. Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above
written.
NIAGARA CORPORATION
By: /s/ Michael Scharf
Michael Scharf
President
Gilbert D. Scharf
