SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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October 31, 1997
Date of Report (Date of Earliest Event Reported)
NIAGARA CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22206 59-3182820
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
667 Madison Avenue
New York, New York
(Address of Principal Executive Offices)
10021
(Zip Code)
(212) 317-1000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Item 5. Other Events.
On October 31, 1997, Niagara Corporation (formerly
International Metals Acquisition Corporation), a Delaware corporation
(the "Registrant"), exercised its right pursuant to the provisions of the
Warrant Agreement, dated as of August 13, 1993, between the Registrant
and Continental Stock Transfer & Trust Company, to redeem on December 9,
1997 (the "Redemption Date"), all of the Registrant's then outstanding
Redeemable Common Stock Purchase Warrants (the "Warrants"), at $.01 per
Warrant. As a result of the Registrant's call for redemption, the
Warrants may not be exercised after 5 P.M. New York City Time (the
"Exercise Deadline") on the Redemption Date. Each outstanding Warrant
entitles the holder to purchase from the Registrant, prior to the
Exercise Deadline, one share of the Registrant's Common Stock at an
exercise price of $5.50. Copies of the Registrant's Notice of Redemption
and press release announcing the Registrant's call for redemption of the
Warrants are attached hereto as Exhibits 4.1 and 99.1, respectively.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits.
4.1 Notice of Redemption dated October 31, 1997.
99.1 Press Release dated October 31, 1997.
SIGNATURE
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 hereunto duly authorized.
NIAGARA CORPORATION
By:/s/ Marc J. Segalman
Name: Marc J. Segalman
Title: Vice President
Date: November 6, 1997
EXHIBIT INDEX
Exhibit No. Description Page No.
4.1 Notice of Redemption dated 6
October 31, 1997.
99.1 Press Release dated October 31, 11
1997.
EXHIBIT 4.1
NOTICE OF REDEMPTION
OF
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
THE RIGHT TO EXERCISE THE WARRANTS EXPIRES AT
5 P.M. NEW YORK CITY TIME ON DECEMBER 9, 1997
October 31, 1997
To the Holders of Outstanding
Redeemable Common Stock Purchase
Warrants of Niagara Corporation:
Niagara Corporation (formerly International Metals Acquisition
Corporation) ("Niagara") hereby exercises its right pursuant to the
provisions of the Warrant Agreement, dated as of August 13, 1993, between
Niagara and Continental Stock Transfer & Trust Company (the "Warrant
Agent"), to redeem on December 9, 1997 (the "Redemption Date") all of
Niagara's then outstanding Redeemable Common Stock Purchase Warrants (the
"Warrants"), at $.01 per Warrant (the "Redemption Price").
As a result of Niagara's call for redemption, it is important to
note the following:
o The Warrants may not be exercised after 5 P.M. New York
City Time on December 9, 1997 (the "Exercise Dead line"). After
such time, the rights of Warrantholders will terminate other than
the right to receive the Redemption Price of $.01 per Warrant.
o Warrantholders may exercise their Warrants to
purchase shares of Niagara Common Stock by following the
procedures described below. Each outstanding Warrant entitles the
holder to purchase from Niagara, prior to the Exercise Deadline
of 5 P.M. New York City Time on December 9, 1997, one share of
Niagara Common Stock at an exercise price of $5.50 (the "Exercise
Payment"). On October 29, 1997, the last sale price per share of
Niagara's Common Stock on the Nasdaq National Market was $10.375.
There can be no assurance as to the price at which shares of
Niagara Common Stock will trade in the future.
Exercise Procedure
Holders who wish to exercise their Warrants and avoid redemption
must do the following for each Warrant exercised:
1. Complete and sign the "Purchase Form" on the reverse
side of the Warrant certificate in the exact name in which the Warrant
certificate is issued; and
2. Submit (or have their broker submit) to the Warrant
Agent at the address indicated below under "Delivery of Warrants": (a)
the Warrant Certificate and (b) the Exercise Price for each Warrant
exercised. Payments must be made in cash, certified check or bank draft
payable to the order of "Niagara Corporation".
The Warrant certificate and the corresponding Exercise Payment must
arrive at the office of the Warrant Agent prior to the Exercise Deadline;
provided, however, that if the Warrant Agent receives the Exercise
Payment with a guarantee of delivery prior to the Exercise Deadline,
broker-dealers will have three business days to deliver Warrant
certificates held in "street name" to the Warrant Agent.
THE RIGHT TO EXERCISE THE WARRANTS WILL TERMINATE ON DECEMBER 9,
1997 AT 5 P.M. NEW YORK CITY TIME.
ANY WARRANT RECEIVED WHICH IS NOT ACCOMPANIED BY THE APPLICABLE
EXERCISE PAYMENT OR WHICH IS RECEIVED WITHOUT THE PURCHASE FORM
HAVING BEEN COMPLETED AND SIGNED WILL BE DEEMED TO HAVE BEEN
DELIVERED FOR REDEMPTION AND NOT FOR EXERCISE. ANY WARRANT RECEIVED
AFTER THE EXERCISE DEADLINE WILL BE REDEEMED AT THE REDEMPTION PRICE
OF $.01 PER WARRANT.
Redemption Procedure
Niagara will deposit with Continental Stock Transfer & Trust
Company, as paying agent, on or prior to the Redemption Date, a
sufficient amount to pay the Redemption Price for all then out standing
Warrants called for redemption. Payment of the amount to be received upon
redemption will be made upon the presentation and surrender of the
Warrants for payment at any time prior to, on or after the Redemption
Date. To surrender Warrants for redemption, holders should deliver
certificates to the Warrant Agent at the address indicated below under
"Delivery of Warrants."
Delivery of Warrants
Delivery of Warrants to the Warrant Agent for either exercise or
redemption should be as follows:
Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
Telephone: (212) 509-4000
THE METHOD CHOSEN FOR DELIVERY OF THE WARRANTS AND ANY PAYMENT
REQUIRED TO EXERCISE THE WARRANTS IS AT THE OPTION AND RISK OF THE
HOLDER. IF DELIVERY IS BY MAIL, USE OF REGISTERED OR CERTIFIED MAIL
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS SUGGESTED. IF
EXERCISING WARRANTS, MAIL SUFFICIENTLY IN ADVANCE FOR RECEIPT PRIOR
TO THE EXERCISE DEADLINE.
Registration of Niagara Common Stock
The shares of Niagara Common Stock issuable upon exercise of the
Warrants have been registered under the federal securities laws. A
Prospectus dated October 28, 1997 relating to these shares is enclosed
with this Notice. In addition, the shares of Niagara Common Stock
issuable upon exercise of the Warrants are registered, or qualified for
an exemption from registration, under the state securities or "blue sky"
laws of all states.
Information Agent
In the event that you have any questions with respect to the
procedures for exercise of your Warrants or surrendering your Warrants
for redemption, please contact the Information Agent at the following
address or telephone number:
KISSEL-BLAKE INC.
110 Wall Street
New York, New York 10005
Call Toll Free (800) 554-7733
Brokers and Banks, please call (212) 344-6733
We appreciate your continued support.
NIAGARA CORPORATION
EXHIBIT 99.1
(LOGO)
Contact: Niagara Corporation
Michael Scharf, CEO
(212) 317-1000
FOR IMMEDIATE RELEASE
NIAGARA CORPORATION
CALLS WARRANTS
FOR REDEMPTION
New York, October 31, 1997 - Niagara Corporation (NASDAQ:NIAG)
announced today that it has called for redemption all of its 6,050,000
Redeemable Common Stock Purchase Warrants. Niagara's Board of Directors
has fixed December 9, 1997 as the date on which it will redeem all
remaining and unexercised Warrants at $.01 per Warrant.
A Notice of Redemption is being sent to all registered
Warrantholders who will have until 5 P.M. on December 9, 1997 to exercise
their Warrants. Any Warrants not exercised by that time will be redeemed
for the redemption price. Each of the Warrants entitles the holder to
purchase one share of Niagara Common Stock at an exercise price of $5.50.
If all Warrants are exercised, Niagara will receive approximatley $33.3
million in gross proceeds and total shares outstanding will increase to
approximately 10 million.
Under the terms of the Warrants, the Company may redeem the Warrants
if the last sale price of Niagara's Common Stock has been at least $10.00
per share for 20 consecutive trading days. This condition was satisfied
during the period October 1 through October 28, 1997.
Niagara is the largest independent cold finished bar producer in the
United States with facilities in Buffalo, New York; Chattanooga,
Tennessee; Hammond and Griffith Indiana; and Midlothian, Texas.
