UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)*
Niagara Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
653349100
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(CUSIP Number)
Gilbert D. Scharf
P.O. Box 1124
Ponte Vedra, Florida 32004
(904) 285-2835
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 12,1997**
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(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 ( ).
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 amendment 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
547,700 (including shares issuable upon the
exercise of Warrants and Options)
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 547,700 (including shares issuable upon
PERSON exercise of Warrants and Options)
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
547,700 (including shares issuable upon exercise of
Warrants and Options)
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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.)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Gilbert D. Scharf hereby amends his Statement on Schedule
13D, dated August 30, 1993, as amended on September 30, 1993,
February 4, 1994 and October 10, 1996 (as amended, the "Schedule
13D"), relating to the Common Stock, par value $.001 per share,
of Niagara Corporation, a Delaware corporation. Capitalized
terms used and not defined herein shall have the meanings
previously ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the
following after the fifth paragraph thereof:
On May 12, 1997, Mr. Scharf purchased, through open market
purchases, an additional 4,600 Shares at $5.655 per Share and an
additional 5,850 Shares at approximately $5.627 per Share, for
an aggregate consideration of $58,928.85.
Item 5. Interest in Securities of the Issuer.
The first paragraph of Item 5(a) of the Schedule 13D is hereby
amended to read in its entirety as follows:
(a) As described in Item 3 hereof, Mr. Scharf owns
(including through IRA accounts and living trusts) (i) 316,200
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 (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 547,700 Shares, representing approximately
13.1% of the sum of (i) 3,954,465 outstanding Shares (based upon
information contained in the Issuer's Proxy Statement, dated May
5, 1997, 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.
Other than as described in this Amendment, no other
transactions in securities of the Issuer were effected during the
past sixty days by Mr. 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: June 4, 1997
/s/ Gilbert D. Scharf
Gilbert D. Scharf
