Filed pursuant to Rule 424(b)(3)
(File No. 33-64682)
6,050,000 SHARES OF COMMON STOCK
NIAGARA CORPORATION
This Prospectus relates to the issuance and sale to certain
holders of warrants (the "Warrantholders"), from time to time, of
5,750,000 shares of common stock, par value $0.01 per share (the
"Common Stock"), of Niagara Corporation (formerly International
Metals Acquisition Corporation), a Delaware corporation
("Niagara"), upon the exercise of warrants issued in connection
with Niagara's initial public offering in August 1993 (the "IPO
Warrants"). This Prospectus also relates to the issuance and
sale to certain Warrantholders, from time to time, of 300,000
shares of Common Stock issuable upon the exercise of warrants
issued in connection with Niagara's bridge financing in May 1993
(the "Bridge Warrants" and, together with the IPO Warrants, the
"Warrants"). The Warrants were issued pursuant to the terms of a
Warrant Agreement, dated as of August 13, 1993, between Niagara
and Continental Stock Transfer and Trust Company, as Warrant
Agent (the "Warrant Agreement"). Each of the 6,050,000 Warrants
outstanding at October 24, 1997 entitles the holder thereof to
purchase from Niagara, until the close of business on August 13,
2000, one share of Common Stock at an exercise price of $5.50,
subject to adjustment in certain circumstances. The Warrants are
redeemable at the option of Niagara at a price of $.01 per
Warrant upon at least 30 days' notice in the event that the last
sale price of the Common Stock has been at least $10.00 per share
for 20 consecutive trading days ending on the third business day
prior to the date on which notice of redemption is given.
Niagara has entered into an agreement with certain institutional
lenders to Niagara Cold Drawn Corp., its wholly-owned subsidiary
("Niagara Cold Drawn"), to exercise such option to redeem the
Warrants at the earliest time permitted under the Warrant
Agreement and to use the net proceeds from the exercise of the
Warrants to prepay at a premium the indebtedness owed by Niagara
Cold Drawn to such institutional lenders. See "Use of Proceeds"
and "Plan of Distribution." The shares of Common Stock issuable
by Niagara upon the exercise of the Warrants are hereinafter
referred to as the "Offered Shares."
If all the Warrants are exercised, the Company would realize
$33,275,000 in proceeds. See "Use of Proceeds" and "Plan of
Distribution."
The Common Stock and the Warrants are quoted on the Nasdaq
National Market under the symbols "NIAG" and "NIAGW",
respectively. On October 24, 1997, the per share closing price
of the Common Stock as reported on the Nasdaq National Market was
$10.25.
INVESTORS SHOULD CAREFULLY CONSIDER CERTAIN RISK FACTORS RELATING TO
NIAGARA AND AN INVESTMENT IN THE COMMON STOCK. SEE "RISK FACTORS"
BEGINNING ON PAGE 8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 28, 1997.
AVAILABLE INFORMATION
Niagara is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information filed by Niagara can be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's Regional Offices at Seven World Trade Center, Suite
1300, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material also can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. In addition, material filed by Niagara can be
inspected at the offices of The Nasdaq Stock Market, Reports
Section, 1735 K Street N.W., Washington, D.C. 20006.
Niagara has filed with the Commission a Registration
Statement (No. 33-64682) (together with any amendments or
supplements thereto, the "Registration Statement") under the
Securities Act with respect to the securities to be issued under
this Prospectus. This Prospectus omits certain of the information
contained in the Registration Statement and the exhibits and
schedules thereto in accordance with the rules and regulations of
the Commission. For further information regarding Niagara and
the Offered Shares, reference is made to the Registration
Statement and the exhibits and schedules filed therewith, which
may be inspected without charge at the office of the Commission
at 450 Fifth Street N.W., Washington, D.C. 20549 and copies of
which may be obtained from the Commission at prescribed rates.
Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein are not necessarily
complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in
all respects by such reference.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995
provides a new "safe harbor" for certain forward-looking
statements. The factors discussed under "Risk Factors" below,
among others, could cause actual results to differ materially
from those contained in forward-looking statements made in this
Prospectus, including, without limitation, in "The Company," in
future filings by Niagara with the Commission, in Niagara's press
releases and in oral statements made by authorized officers of
Niagara. When used in this Prospectus, the words "estimate,"
"project," "anticipate," "expect," "intend," "believe" and other
similar expressions are intended to identify forward-looking
statements.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, or portions of documents,
previously filed by Niagara with the Commission are incorporated
by reference in this Prospectus:
1. Niagara's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (as amended on October 27,
1997).
2. Niagara's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
3. Niagara's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (as amended on October 27, 1997).
4. Niagara's Current Reports on Form 8-K, dated January
29, 1997 and May 2, 1997 (as amended on July 2, 1997
and October 27, 1997).
5. The description of the Common Stock contained in the
Niagara's Registration Statement on Form 8-A, dated
August 10, 1993.
All documents subsequently filed by Niagara pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of the shares hereunder shall be
deemed to be incorporated herein by reference and shall be a part
hereof from the date of the filing of such documents. Any
statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or replaced for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any such
statement so modified or replaced shall not be deemed, except as
so modified or replaced, to constitute a part of this Prospectus.
Niagara will provide without charge to each person,
including any beneficial owner, to whom a Prospectus is
delivered, upon written or oral request of such person, a copy of
the documents incorporated by reference herein, other than
exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to Niagara
Corporation, 667 Madison Avenue, New York, New York 10021,
Attention: Secretary (telephone: (212) 317-1000).
ADDRESS AND TELEPHONE NUMBER
The mailing address and telephone number of Niagara's
principal executive offices are as follows:
Niagara Corporation
667 Madison Avenue
New York, New York 10021
Telephone: (212) 317-1000.
THE COMPANY
CORPORATE HISTORY
Niagara was organized on April 27, 1993 with the objective
of acquiring an operating business engaged in the metals
processing and distribution industry or metals-related
manufacturing industry.
On August 16, 1995, Niagara purchased all outstanding shares
of capital stock of Niagara Cold Drawn, a leading manufacturer of
cold drawn steel bars in the northeast and southeast regions of
the United States, for $10,744,045 in cash.
On January 31, 1996, Niagara Cold Drawn purchased all
outstanding shares of capital stock of Southwest Steel Company,
Inc. ("Southwest"), a manufacturer of cold drawn steel bars
servicing the southwest region of the United States. As
consideration for such shares, Niagara Cold Drawn paid $1,920,000
in cash and $1,156,773 principal amount of Niagara Cold Drawn
promissory notes guaranteed by Niagara. In connection with this
acquisition, Niagara Cold Drawn discharged $8,518,691 of
Southwest indebtedness and Niagara guaranteed $898,000 of
Southwest indebtedness. On May 8, 1996, pursuant to the
provisions of the Southwest stock purchase agreement, Niagara
Cold Drawn asserted indemnification claims in the aggregate
amount of approximately $1,300,000 against the former Southwest
stockholders. On May 22, 1996, Niagara Cold Drawn brought an
action against such stockholders relating to these claims. The
defendants have denied liability in their answer.
During 1996, Southwest completed construction of a new plant
outside Dallas, Texas and closed existing facilities in Tulsa,
Oklahoma. On November 1, 1996, Southwest was merged into Niagara
Cold Drawn.
On April 18, 1997, Niagara Cold Drawn purchased from Quanex
Corporation ("Quanex") all outstanding shares of capital stock of
LaSalle Steel Company ("LaSalle," and, collectively with Niagara
and Niagara Cold Drawn, the "Company"), one of the largest
domestic producers of cold drawn steel. In consideration for the
sale of such shares (i) Niagara Cold Drawn paid Quanex
$65,500,000 in cash at the closing and (ii) Quanex or Niagara
Cold Drawn, as the case may be, will pay the other an amount
based on changes in LaSalle's stockholder's equity between
October 31, 1996 and March 31, 1997, as reflected on LaSalle's
balance sheets as of such dates. The LaSalle stock purchase
agreement also provides that Quanex or Niagara Cold Drawn, as the
case may be, pay the other an amount based on cash activity in
the intercompany account between Quanex and LaSalle from April 1,
1997 through April 18, 1997. On July 2, 1997, Niagara and
Niagara Cold Drawn submitted to Quanex a statement disputing the
amounts reflected on the balance sheet of LaSalle as of March 31,
1997 for inventory reserves, doubtful account allowances and
certain accrued expenses and reserves, in the aggregate amount of
$2,136,584. Any dispute between Niagara and Niagara Cold Drawn
and Quanex concerning such financial statement is subject to
binding arbitration by an independent accounting firm.
The acquisition of LaSalle and the refinancing of existing
Niagara Cold Drawn indebtedness was financed pursuant to (i) a
revolving credit and term loan agreement with Niagara Cold Drawn
and LaSalle (guaranteed by Niagara), providing for a $50,000,000
three-year revolving credit facility and a $40,000,000 term loan
and (ii) the issuance and sale of $20,000,000 aggregate principal
amount of 12.5% senior subordinated notes of Niagara Cold Drawn
due April 18, 2005 (the "Subordinated Notes"). In connection
with this financing, the purchasers of the Subordinated Notes
were issued 285,715 shares of Common Stock.
PRODUCTS
Following the acquisition of LaSalle, Niagara, through its
wholly-owned subsidiaries, became the largest independent
producer of cold drawn steel bars in the United States. The
manufacture of these bars involves several steps. Hot-rolled
steel bars are cleaned of mill scale by a process that involves
shotblasting the surface of the bars with hardened steel shot.
After shotblasting, the bars are mechanically drawn, or pulled,
through a tungsten carbide die containing an orifice
one-sixteenth of an inch smaller in cross-section than the size
of the hot-rolled bar. Drawing the hot-rolled steel bar in this
manner elongates the bar and creates a quality micro-finished
surface. The bars are then cut to length and straightened. As
an additional step, bars may be turned and/or ground to very
close tolerance levels. This process produces steel bars with
(i) a smooth and shiny surface, (ii) uniform shape, with close
size tolerance, (iii) enhanced strength characteristics and (iv)
improved machinability. These characteristics are essential for
many industrial applications.
Niagara Cold Drawn manufactures round bars ("Rounds"),
ranging from one-quarter inch to six inches in diameter, and
rectangular, square and hexagonal bars ("Shapes") in a variety of
sizes, the majority of which are drawn in sizes one-quarter inch
to 6 inches thick and up to 15 inches wide. The bars are
produced in lengths from 10 to 20 feet, with most being 10 to 12
feet in length. Niagara Cold Drawn's products include (i) cold
drawn bars which are used in machining applications, automotive
and appliance shafts, screw machine parts and machinery guides,
(ii) turned, ground and polished bars which are used in precision
shafting and (iii) drawn, ground and polished bars which are used
in chrome-plated hydraulic cylinder shafts. Niagara Cold Drawn
also offers turning and polishing services (on bars not owned by
the Company) which are used in induction hardened parts and
spline shafts.
LaSalle is a technological leader in the development of
specialized cold drawn steel products, having obtained numerous
foreign and domestic patents throughout its history. LaSalle
pioneered the large drawbenches commonly used in cold finishing
today and developed the principle of stress-relieving cold
finished steel bars. LaSalle employs a number of advanced
processing techniques in the manufacture of value-added steel
bars including thermal treatment and chrome plating. In addition
to cold drawn bars, LaSalle's products include (i) custom cut
bars shipped on a "just-in-time" basis which are used in steering
columns and shock absorbers, (ii) stress relieved bars which are
used in high strength shafting, gears and drive mechanisms, (iii)
quench and tempered bars which are used in high strength bolting
and high impact rod cylinders and (iv) chrome plated bars which
are used in hydraulic and pneumatic cylinders.
CUSTOMERS
The Company sells its products primarily to steel service
centers, which accounted for approximately 75% of sales for the
six months ended June 30, 1997, with the balance of sales to
original equipment manufacturers ("OEMs") and the screw machine
industry. Steel service centers purchase and warehouse large
quantities of standardized steel products which are then sold
directly to OEMs. OEMs use cold drawn steel bars in a wide range
of products. The Company concentrates its sales efforts on steel
service centers, which purchase relatively standardized products
on a regular basis. By focusing on this market, the Company
attempts to minimize the risk of holding obsolete inventory.
The Company has approximately 650 active customers in the
United States and Canada and is not dependent upon any one
geographical market. For the six months ended June 30, 1997, the
Company's 10 largest customers (by tons shipped) represented
approximately 65% of sales, and its 3 largest customers, Alro
Steel Corporation, A.M. Castle & Co. and Earle M. Jorgensen Co.,
represented approximately 49% of sales. The loss of any of the
three largest customers would have a material adverse effect on
sales.
MARKETING
The Company markets its products through salaried in-house
sales personnel and sales representatives compensated on a
commission-only basis. Such sales representatives and in-house
personnel cover approximately 90% of the United States and
certain regions of Canada.
STRATEGY
The Company's business strategy focuses on improving product
quality and customer service and on maintaining strict cost
controls. With the acquisition of LaSalle, the Company can offer
a full product line on a national level.
The Company seeks to obtain a competitive advantage through
its ability to supply customers on a timely basis with an
extensive range of sizes and Shapes of high quality cold drawn
steel bars. In this regard, the Company maintains finished goods
inventories of the most commonly ordered sizes and Shapes.
In order to improve profitability, the Company has chosen to
specialize on higher margin and value-added products. In
addition, the Company is implementing a system of inventory
management to supply more efficiently multiple locations of steel
service center companies.
RAW MATERIALS
The Company purchases raw materials, which consists of
hot-rolled steel bars, from integrated steel mills and
mini-mills. The cost of hot-rolled steel bars purchased from
mini-mills is primarily dependent on the price of scrap steel.
Since the price of scrap steel is subject to substantial price
fluctuations, the price of hot-rolled steel bars is subject to
similar fluctuations. The Company obtains raw material from both
domestic and foreign suppliers and is generally able to pass
along to customers increases in the price of hot-rolled steel.
COMPETITION
The cold drawn steel bar market is highly competitive, based
on price, product quality and customer service. The Company's
strategy is to seek to remain competitive on price and surpass
its competitors in product quality and customer service. Its
principal competitors are domestic companies, including both
integrated and independent cold drawn steel bar producers.
The Company believes that the ability to offer a full line
of cold finished bar products and the proximity of facilities to
major steel service center markets are key competitive factors in
the industry. Close geographic proximity results in reduced
freight costs and faster delivery of customer orders. The cold
drawn steel industry allocates freight costs among suppliers and
customers based on an "equalizing" system whereby the customer
pays freight cost equal to that of the nearest supplier. The
Company's five manufacturing facilities (located in Buffalo, New
York; Chattanooga, Tennessee; Midlothian, Texas; and Hammond and
Griffith, Indiana) provide close proximity to many customers.
The Company competes in a narrow segment of the steel
industry, but its business is affected by conditions within the
broader steel industry and in particular the automotive and
machine tool industries. Consequently, a significant downturn in
the broader steel industry (which generally results from a
downturn in the U.S. economy as a whole) or the automotive or
machine tool industries may result in a similar downturn in the
cold drawn steel bar market and have an adverse effect on the
Company.
EMPLOYEES
As of August 31, 1997, the Company employed approximately
650 persons. It believes that its relationship with its
employees is good. All of LaSalle's 279 hourly employees at its
Hammond, Indiana facility as of such date were covered by a
collective bargaining agreement with The Progressive
Steelworker's of Hammond, Inc. which expires on May 17, 1998.
All of LaSalle's 20 hourly employees at its Griffith, Indiana
facility as of such date were covered by a collective bargaining
agreement with the United Steel Workers of America and its local
affiliate which expires on February 19, 2000.
ENVIRONMENTAL MATTERS
Under applicable state and federal laws, including the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended ("CERCLA"), Niagara Cold Drawn and
LaSalle may be responsible for costs required to remove or
remediate previously disposed wastes or hazardous substances at
locations owned or operated by them or at locations owned or
operated by third parties where they, or a company from which
they acquired assets, arranged for the disposal of such
materials. Claims for such costs have been made against LaSalle
with respect to three such third-party sites. Management
believes that, in two cases, the volumes of waste allegedly
attributable to LaSalle and the share of costs for which it may
be liable are de minimis. In the third case, LaSalle has
received an insurance settlement in an amount that exceeds the
financial contribution it has been required to make to date.
Because liability under CERCLA and analogous state laws is
generally joint and several and because further remediation work
may be required at these sites, LaSalle may be required to
contribute additional funds. However, based on its volumetric
share of wastes disposed and the participation of other
potentially liable parties, management does not believe that
LaSalle's share of additional costs will have a material adverse
effect on the Company's business or financial position.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should
carefully consider the following risk factors, in addition to
other information contained in or incorporated by reference in
this Prospectus.
CYCLICALITY
The Company's products are used in the automotive, machine
tool, construction and manufacturing industries, among others.
As a result, demand for such products is closely tied to the
economic cycles that drive these businesses. For this reason,
the Company's financial performance has been, and will likely
continue to be, cyclical in nature.
COMPETITION FROM LARGER, VERTICALLY INTEGRATED COMPETITORS
The Company's three largest competitors, Republic Engineered
Steels, Inc., Nucor Corporation, and Bar Technologies, Inc., are
vertically integrated with both hot rolling and cold drawing
capabilities. This integration could result in lower raw
material costs to these competitors.
EXPIRATION OF UNION CONTRACTS
All of LaSalle's 279 hourly employees (as of August 31,
1997) at its Hammond, Indiana facility are covered by a
collective bargaining agreement with The Progressive
Steelworker's of Hammond, Inc. which expires on May 17, 1998.
All of LaSalle's 20 hourly employees (as of August 31, 1997) at
its Griffith, Indiana facility are covered by a collective
bargaining agreement with the United SteelWorkers Union and its
local affiliate which expires on February 19, 2000. There is no
assurance that the Company will be able to negotiate new
agreements on favorable economic terms.
ENVIRONMENTAL MATTERS
As manufacturers of cold finished steel, Niagara Cold Drawn
and LaSalle are subject to extensive regulations concerning the
discharge of materials into the environment and the remediation
of environmental contamination at their plant sites or at offsite
disposal locations. While the costs of complying with current
regulations and the Company's share of remediation expenses at
locations where Niagara Cold Drawn or LaSalle has been identified
as a responsible party have not adversely affected the Company in
any material respect, there is no assurance that substantial
additional costs will not be required as a result of more
stringent regulations, an increase in the Company's share of
remediation costs at those locations where Niagara Cold Drawn or
LaSalle have been identified as a responsible party, or the
discovery of additional contamination at the Company's facilities
or at other locations for which the Company would be responsible.
HIGH DEGREE OF LEVERAGE
The capitalization of the Company at June 30, 1997 includes
$85.5 million of indebtedness, representing a ratio of debt to
capitalization of 82.5%. This high degree of leverage poses a
risk that, in a significant economic downturn, the Company may
not generate enough cash to service debt and adequately fund
operations. Under certain circumstances, the Company is required
to use the net proceeds from the exercise of the Warrants to
prepay certain indebtedness at a premium. See "Use of Proceeds."
SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of shares of Common Stock in
the public market could adversely affect the market price for the
Common Stock. In addition to 3,954,465 shares of Common Stock,
Niagara currently has outstanding 6,050,000 Warrants which are
exercisable for an equal number of shares of Common Stock at
$5.50 per share (subject to anti-dilution adjustments). The
Company may in the future cause the Common Stock issuable
pursuant to stock options granted to employees and directors of
the Company to be registered under the Securities Act.
ANTI-TAKEOVER EFFECT OF POTENTIAL ISSUANCES OF PREFERRED STOCK
Niagara's Restated Certificate of Incorporation authorizes
Niagara's Board of Directors to issue, without stockholder
approval, up to 500,000 shares of Preferred Stock, par value
$.001 per share, with such voting powers, designations,
preferences, rights, qualifications, limitations and restrictions
as may be permitted under the General Corporation Law of the
State of Delaware. Niagara has no current intention to issue any
of such shares. This provision may be deemed to be "anti-
takeover" in nature in that it may deter, discourage or make more
difficult the acquisition of control of Niagara by another entity
or person through a tender offer, merger, proxy contest or other
transaction or series of transactions.
NO ANTICIPATED DIVIDENDS
The agreements entered into by Niagara, Niagara Cold Drawn
and LaSalle in connection with the financing of Niagara Cold
Drawn's acquisition of LaSalle on April 18, 1997 and the
refinancing of existing Niagara Cold Drawn indebtedness carry
restrictions on, among other things, the payment of dividends.
As a result, Niagara's Board of Directors does not anticipate
authorizing the payment of any dividends on the Common Stock in
the foreseeable future.
USE OF PROCEEDS
If all the Warrants are exercised, Niagara will realize
proceeds in the amount of $33,275,000 (based on an exercise price
of $5.50 per share). In connection with the acquisition of
LaSalle and the refinancing of existing Niagara Cold Drawn
indebtedness, Niagara, Niagara Cold Drawn and LaSalle entered
into separate Note and Stock Purchase Agreements with The
Prudential Insurance Company of America, The Equitable Life
Assurance Society of the United States and United States Fidelity
and Guaranty Company (collectively, the "Note and Stock Purchase
Agreements"), providing for the issuance and sale of the
Subordinated Notes and 285,715 shares of Common Stock. The Note
and Stock Purchase Agreements require Niagara to redeem the
Warrants at the earliest time permitted under the Warrant
Agreement and to use the net proceeds from the exercise of the
Warrants to prepay the Subordinated Notes at 107% of the
outstanding principal amount, together with accrued interest to
the redemption date. There can be no assurance that any of the
Warrants will be exercised. Proceeds from the exercise of the
Warrants in excess of those required to prepay the Subordinated
Notes pursuant to the Note and Stock Purchase Agreements will be
used for general corporate purposes and working capital.
PLAN OF DISTRIBUTION
Niagara will issue the Offered Shares from time to time upon
the exercise of the Warrants by the Warrantholders. Each of the
6,050,000 Warrants outstanding at October 24, 1997 entitles the
holder thereof to purchase from Niagara, until the close of
business on August 13, 2000, one share of Common Stock at an
exercise price of $5.50, subject to adjustment in certain
circumstances. The Warrants are redeemable at the option of
Niagara at a price of $.01 per Warrant upon at least 30 days'
notice in the event that the last sale price of the Common Stock
has been at least $10.00 per share for 20 consecutive trading
days ending on the third business day prior to the date on which
notice of redemption is given. The Note and Stock Purchase
Agreements require Niagara to redeem the Warrants at the earliest
time permitted under the Warrant Agreement and to use the net
proceeds from the exercise of the Warrants to prepay the
Subordinated Notes at 107% of the outstanding principal amount,
together with accrued interest to the redemption date. Niagara
will receive from the Warrantholders the exercise price of the
Warrants upon such exercise. See "Use of Proceeds."
LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon for the Company by Skadden, Arps, Slate, Meagher &
Flom LLP.
EXPERTS
The consolidated balance sheets of Niagara and subsidiary as
of December 31, 1996 and 1995, the related consolidated
statements of operations, stockholders' equity and cash flows and
the related schedules for each of the three years in the period
ended December 31, 1996, and the statements of operations and
cash flows of Niagara Cold Drawn for the period from January 1,
1995 to August 16, 1995, incorporated in this Prospectus and
elsewhere in the Registration Statement, have been audited by BDO
Seidman, LLP, independent certified public accountants, as
indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm
as experts in auditing and accounting.
The balance sheets of LaSalle as of October 31, 1996, 1995
and 1994, and the related statements of income and retained
earnings, and cash flows, and the related schedules for each of
the three years in the period ended October 31, 1996,
incorporated in this Prospectus and elsewhere in the Registration
Statement, have been audited by Deloitte & Touche LLP,
independent certified public accountants, as indicated in their
reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in auditing
and accounting.
The statements of operations and cash flows of Niagara Cold
Drawn for the year ended December 31, 1994, incorporated in this
Prospectus and elsewhere in the Registration Statement, have been
audited by MacDade Abbott LLP, independent certified public
accountants, as indicated in their report with respect thereto,
and are incorporated herein in reliance upon the authority of
said firm as experts in auditing and accounting.
No dealer, salesman or 6,050,000 SHARES
any other person has been
authorized to give any
information or to make any
representation not contained
in this Prospectus, and, if
given or made, such
information or representation
must not be relied upon as
having been authorized by the
Company. This Prospectus does NIAGARA CORPORATION
not constitute an offer to
sell or a solicitation of an
offer to buy any of the
securities offered hereby in
any jurisdiction to any person
to whom it is unlawful to make COMMON STOCK
such offer in such
jurisdiction. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create any
implication that the
information herein is correct
as of any time subsequent to
the date hereof or that there
has been no change in the
affairs of the Company since
such date.
____________
____________________
PROSPECTUS
____________________
TABLE OF CONTENTS
Page
Available Information .... 2
Cautionary Statement for
Purposes of the "Safe
Harbor" Provisions of
the Private Securities
Litigation Reform Act
of 1995 ................... 2
Documents Incorporated by
Reference ................. 3
Address and Telephone
Number .................... 3
The Company ............... 4
Risk Factors .............. 8
Use of Proceeds ........... 9
Plan of Distribution ...... 9
Legal Matters ............. 10 OCTOBER 28, 1997
Experts ................... 10
