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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DECEMBER 9, 1997
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
NIAGARA CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-22206 59-3182820
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
667 MADISON AVENUE
NEW YORK, NEW YORK
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
10021
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(ZIP CODE)
(212) 317-1000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
________________NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED
SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On December 9, 1997, Niagara Corporation (formerly
International Metals Acquisition Corporation), a Delaware corporation
(the "Registrant"), extended the date (the "Redemption Date") on which it
would redeem all remaining and unexercised Redeemable Common Stock
Purchase Warrants of the Registrant (the "Warrants") from December 9,
1997 to December 11, 1997. As a result of the Registrant's extension of
the Redemption Date, the Warrants remained exercisable until 5:00 P.M.
New York City Time on December 11, 1997 (the "Exercise Deadline"). Of the
6,050,000 Warrants outstanding prior to the redemption, 6,042,990 were
exercised prior to the Exercise Deadline. Each outstanding Warrant
entitled 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. The Registrant received approximately $33.2
million in gross proceeds from the exercise of the Warrants, and used
approximately $21.8 million to repay, at 107% plus accrued interest,
$20,000,000 principal amount of 12.5% Senior Subordinated Notes of
Niagara Cold Drawn Corp., the Registrant's wholly-owned subsidiary.
Copies of the Registrant's press releases announcing the extension of the
Redemption Date and the results of the Warrant exercise are attached
hereto as Exhibits 99.1 and 99.2, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated December 9, 1997.
99.2 Press Release dated December 18, 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: December 22, 1997
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Press Release dated December 9, 6
1997
99.2 Press Release dated December 18, 8
1997.
EXHIBIT 99.1
LOGO
Contact: Niagara Corporation
Michael Scharf, CEO
(212) 317-1000
FOR IMMEDIATE RELEASE
NIAGARA CORPORATION
EXTENDS REDEMPTION
DATE FOR WARRANTS
New York, December 9, 1997 - Niagara Corporation (NASDAQ:NIAG)
announced today that it has extended to 5:00 P.M. on December 11, 1997 as
the time at which it will redeem all remaining and unexercised Redeemable
Common Stock Purchase
Warrants.
Any Warrants not exercised by 5:00 P.M. on December 11, 1997, will
be redeemed for $.01 per Warrant. Each of the Warrants entitles the
holder to purchase one share of Niagara Common Stock at an exercise price
of $5.50.
Niagara has been informed that approximately 97% of the Warrants
have been exercised representing approximately $32.3 million in gross
proceeds. If all Warrants are exercised, Niagara would receive
approximately $33.3 million in gross proceeds.
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.
EXHIBIT 99.2
LOGO
Contact: Niagara Corporation
Michael Scharf, CEO
(212) 317-1000
FOR IMMEDIATE RELEASE
NIAGARA CORPORATION
WARRANTS EXERCISED -
COMPANY RECEIVES $33.2 MILLION
New York, December 18, 1997 - Niagara Corporation (NASDAQ:NIAG)
announced today that nearly 100% of its Warrants were exercised by the
redemption date of Thursday, December 11. Niagara received approximately
$ 33.2 million in gross proceeds.
Each of the Warrants entitled the holder to purchase one share of
Niagara Common Stock at an exercise price of $ 5.50.
.
In commenting on the success of the Warrant exercise, Michael
Scharf, Chairman and CEO of Niagara, stated, "We are extremely gratified
that virtually 100% of our Warrants were exercised, thereby greatly
strengthening our company financially. We have already prepaid, at 107%,
our entire $ 20,000,000 issue of 12.5% Senior Subordinated Notes. The
significant additional equity should assist us in implementing our
strategy of growth in the cold finished bar business and in other
specialty metals businesses."
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.
