AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1997.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NIAGARA CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 9999 59-3182820
(State or other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Identification No.)
Organization) Classification
Code Number)
667 MADISON AVENUE
NEW YORK, NEW YORK 10021
(212) 317-1000
(Address , including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
MICHAEL J. SCHARF
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
NIAGARA CORPORATION
667 MADISON AVENUE
NEW YORK, NEW YORK 10021
(212) 317-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
ROBERT M. CHILSTROM, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES
TO THE PUBLIC: FROM TIME TO TIME AFTER THIS REGISTRATION
STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box: (X)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
Common Stock, par
value $.01 per
share ("Common
Stock") 285,715 $8.63 $2,465,720 $747.19
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based on the average of the high and low prices per
share of the Registrant's Common Stock reported on the Nasdaq
National Market on September 11, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
[FLAG]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 1997
285,715 SHARES OF COMMON STOCK
NIAGARA CORPORATION
This Prospectus relates to the offer and sale by certain
selling stockholders (the "Selling Stockholders"), from time to
time, of 285,715 shares of Common Stock, par value $0.01 per share
(the "Offered Shares"), of Niagara Corporation (formerly
International Metals Acquisition Corporation), a Delaware
corporation ("Niagara"), issued in connection with the financing of
Niagara's acquisition of LaSalle Steel Company on April 18, 1997.
Pursuant to this Prospectus, the Offered Shares may be sold by
the Selling Stockholders, from time to time while the Registration
Statement to which this Prospectus relates is effective, on the
open market, on the Nasdaq National Market, in privately negotiated
transactions, in an underwritten offering, or through a combination
of such methods, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated
prices. The Offered Shares are intended to be sold through one or
more broker-dealers or directly to purchasers. Such broker-dealers
may receive compensation in the form of commissions, discounts or
concessions from the Selling Stockholders and/or purchasers of the
Offered Shares for whom such broker-dealers may act as agent, or to
whom they may sell as principal, or both (which compensation as to
a particular broker-dealer may be in excess of customary
concessions). The Selling Stockholders and any broker-dealers who
act in connection with the sale of Offered Shares hereunder may be
deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and proceeds of any resale of the Offered Shares
may be deemed to be underwriting discounts and commissions under
the Securities Act. See "Selling Shareholders" and "Plan of
Distribution."
Niagara's Common Stock is quoted on the Nasdaq National Market
under the symbol "NIAG." On September 11, 1997, the per share
closing price of the Common Stock as reported on the Nasdaq
National Market was $8.50.
None of the proceeds from the sale of the Offered Shares by
the Selling Stockholders will be received by Niagara. Niagara will
pay substantially all of the expenses with respect to the offering
and sale of the Offered Shares to the public, including the costs
associated with registering the Offered Shares under the Securities
Act. Normal underwriting commissions and brokers fees, however, as
well as any applicable transfer taxes and other selling expenses,
are payable individually by the Selling Stockholders.
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 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 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
on Form S-3 (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 shares offered
hereby, 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 the
Company with the Commission, in the Company's press releases and in
oral statements made by authorized officers of the Company. 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.
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.
4. Niagara's Current Reports on Form 8-K, dated January 29,
1997 and May 2, 1997 (as amended on July 2, 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 Corp. ("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 the
285,715 shares of Common Stock offered hereunder.
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 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 procures 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, Nucor, and Bartech, 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 affiliates 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 its outstanding
warrants to prepay certain indebtedness at a premium.
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.
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
The Company will not receive any of the proceeds from the
resale of the Offered Shares by the Selling Stockholders.
THE SELLING STOCKHOLDERS
The following table sets forth the names of the Selling
Stockholders, the number of shares of Common Stock beneficially
owned by each such Selling Stockholder as of September 15, 1997,
the number of Offered Shares which may be offered for sale pursuant
to this Prospectus by each such Selling Stockholder, and the
resulting amount and percentage of the outstanding Common Stock if
all Offered Shares which are beneficially owned by such persons are
sold. None of the Selling Stockholders has, or within the past
three years has had, any position, office or other material
relationship with Niagara or any of its predecessors or affiliates,
except as noted in the footnotes to the following table. The
Offered Shares may be offered from time to time by the Selling
Stockholders named below. However, such Selling Stockholders are
under no obligation to sell all or any portion of such Offered
Shares, nor are the Selling Stockholders obligated to sell any such
Offered Shares immediately under this Prospectus. All information
with respect to share ownership has been furnished by the Selling
Stockholders. Because the Selling Stockholders may sell all or
part of their Offered Shares, no estimate can be given as to the
number of Common Shares that will be held by any Selling
Stockholder upon termination of any offering made hereby. The
Selling Stockholders identified below may have sold, transferred or
otherwise disposed of all or a portion of their Offered Shares
since the date of this Prospectus in transactions exempt from the
registration requirements of the Securities Act.
<TABLE>
<CAPTION>
Common Shares
Beneficially
Owned After
Offering (1)
Shares of
Common Stock Common
Beneficially Stock
Name of Selling Owned Prior Offered Percent Percent of
Stockholder to Offering Hereby Outstanding Number Outstanding
<S> <C> <C> <C> <C> <C>
The Prudential Insurance 121,429 121,429 3.07% 0 0
Company of America(1)
The Equitable Life Assurance 121,429 121,429 3.07% 0 0
Society of the United States(1)
United States Fidelity and 42,857 42,857 1.08% 0 0
Guaranty Company(1)
</TABLE>
(1) 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 the 285,715 shares of Common Stock
offered hereunder. In connection with the execution of the
Note and Stock Purchase Agreements, Niagara, Niagara Cold
Drawn, Michael J. Scharf and each of the purchasers of the
Common Stock issued pursuant to the Note and Stock Purchase
Agreements entered into a Stockholders Agreement, dated as of
April 18, 1997 (the "Stockholders Agreement") providing for,
among other things, registration rights pursuant to which the
Common Stock offered hereby is being registered.
PLAN OF DISTRIBUTION
The Offered Shares are being offered on behalf of the Selling
Stockholders, and the Company will not receive any proceeds from
the Offering. The Offered Shares may be sold or distributed from
time to time by the Selling Stockholders, or by pledgees, donees or
transferees of, or other successors in interest to, the Selling
Stockholders, directly to one or more purchasers (including
pledgees) or through brokers, dealers or underwriters who may act
solely as agents or may acquire Offered Shares as principals, at
market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. The distribution of the Offered
Shares may be effected in one or more of the following methods:
(i) ordinary brokerage transactions, which may include long or
short sales; (ii) transactions involving cross or block trades on
the Nasdaq National Market; (iii) purchases by brokers, dealers or
underwriters as principal and resale by such purchasers for their
own accounts pursuant to this Prospectus; (iv) "at the market" to
or through market makers or into an existing market for the Common
Stock; (v) in other ways not involving market makers or established
trading markets, including direct sales to purchasers or sales
effected through agents; (vi) through transactions in options,
swaps or other derivatives (whether exchange-listed or otherwise),
or (vii) any combination of the foregoing, or by any other legally
available means. In addition, the Selling Stockholders or their
successors in interest may sell short shares of the Common Stock and
redeliver the Offered Shares to close out such short positions,
enter into hedging transactions with broker-dealers who may engage
in short sales of Offered Shares in the course of hedging the
positions they assume with the Selling Stockholders. The Selling
Stockholders or their successors in interest may also enter into
option or other transactions with broker-dealers that require the
delivery by such broker-dealers of the Offered Shares, which
Offered Shares may be resold thereafter pursuant to this
Prospectus.
Brokers, dealers, underwriters or agents participating in the
distribution of the Offered Shares as agents may receive
compensation in the form of commissions, discounts or concessions
from the Selling Stockholders and/or purchasers of the Offered
Shares for whom such broker-dealers may act as agent, or to whom
they may sell as principal, or both (which compensation as to a
particular broker-dealer may be less than or in excess of customary
commissions). The Selling Stockholders and any broker-dealers who
act in connection with the sale of Offered Shares hereunder may be
deemed to be "Underwriters" within the meaning of the Securities
Act, and any commissions they receive and proceeds of any sale of
Offered Shares may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither the Company nor any
Selling Stockholder can presently estimate the amount of such
compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other stockholder, broker,
dealer, underwriter or agent relating to the sale or distribution
of the Offered Shares.
At the time a particular offering of the Offered Shares is
made, a Prospectus Supplement, if required, will be distributed
setting forth any information required to be set forth therein.
There is no assurance that the Selling Stockholders will sell
any of the Offered Shares. In addition, the Selling Stockholders
may sell under Rule 144 under the Securities Act any Offered Shares
which may then be sold thereunder, rather than pursuant to this
Prospectus.
Niagara will pay substantially all of the expenses incident to
the registration, offering and sale of the Offered Shares to the
public other than commissions or discounts of underwriters, broker-
dealers or underwriters. Niagara has also agreed to indemnify the
Selling Stockholders and certain related persons against certain
liabilities including liabilities under the Securities Act. In
addition, the Selling Stockholders have agreed to indemnify Niagara
and certain related persons against certain liabilities.
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
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 or any Selling 285,715 SHARES
Stockholder. This Prospectus
does not constitute an offer
to sell or a solicitation of
an offer to buy any of the
securities offered hereby in NIAGARA CORPORATION
any jurisdiction to any person
to whom it is unlawful to make
such offer in such COMMON STOCK
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 PROSPECTUS
has been no change in the ____________________
affairs of the Company since
such date.
____________
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
The Selling
Stockholders .............. 10
Plan of Distribution ...... 11
Legal Matters ............. 12
Experts ................... 12
, 1997
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses, other than
underwriting discounts and commissions, payable by Niagara in
connection with the Offering:
Securities and Exchange Commission Registration Fee . . . $ 747.19
Legal Fees and Expenses . . . . . . . . . . . . . . . . . 22,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . 6,000.00
Total . . . . . . . . . . . . . . . . . . . . . $ 28,747.19
Under the terms of the Stockholders Agreement, Niagara agreed
to pay all expenses incident to the registration of the Offered
Shares including, reasonable fees of counsel retained by the
Selling Stockholders. Normal underwriting commissions and brokers
fees, however, as well as any applicable transfer taxes and other
selling expenses, are payable individually by the Selling
Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Certificate of Incorporation
eliminates, to the extent permitted by Delaware law, personal
liability of directors to the Registrant and its stockholders for
monetary damages for breach of fiduciary duty as directors.
Section 145(a) of the Delaware General Corporation Law (the
"DGCL") provides in relevant part that "[a] corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful." With
respect to derivative actions, Section 145(b) of the DGCL provides
in relevant part that "[a] corporation may indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor . . . [by
reason of his service in one of the capacities specified in the
preceding sentence] against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper."
ITEM 16. EXHIBITS
Exhibit No. Description
3.1 Registrant's Restated Certificate of
Incorporation, as amended on May 16, 1996.1
3.2 Bylaws of the Company, as amended.2
4.1 Form of Common Stock Certificate.2
4.2 Form of Warrant Certificate.2
4.3 Warrant Agreement between Continental Stock
Transfer & Trust Company and the Registrant.3
4.4 Revolving Credit and Term Loan Agreement, dated
as of April 18, 1997, by and among Niagara Cold
Drawn Corp., LaSalle Steel Company,
Manufacturers and Traders Trust Company
(individually and as Agent), CIBC, Inc. and
National City Bank.4
4.5 Form of Note and Stock Purchase Agreement,
dated as of April 18, 1997, among the
Registrant, Niagara Cold Drawn Corp., Michael
J. Scharf, The Prudential Insurance Company of
America, The Equitable Life Assurance Society
of the United States and United States Fidelity
and Guaranty Company.4
4.6 Stockholders Agreement, dated as of April 18,
1997, among the Registrant, Niagara Cold Drawn
Corp., Michael J. Scharf, The Prudential
Insurance Company of America, The Equitable
Life Assurance Society of the United States and
United States Fidelity and Guaranty Company.4
5 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP regarding legality of securities being
registered.
23.1 Written consent of BDO Seidman, LLP.
23.2 Written consent of Deloitte & Touche LLP.
23.3 Written consent of MacDade Abbott LLP.
23.4 Written consent of Skadden, Arps, Slate,
Meagher & Flom LLP (contained in the opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature
page of the Registration Statement).
_________________
1 Incorporated by reference to exhibits filed with the Registrant's
Report on Form 10-Q for the quarter ended June 30, 1996.
2 Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-64682.
3 Incorporated by reference to exhibits filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1993.
4 Incorporated by reference to exhibits filed with the Registrant's
Report on Form 8-K, dated May 2, 1997.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933 each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 15 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In
the event that a claim of indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York, the State of New York on September 16, 1997.
NIAGARA CORPORATION
By: /s/ Michael J. Scharf
Michael J. Scharf
Chairman of the Board, Chief
Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. Each person
whose signature appears below hereby authorizes Michael J. Scharf
and Gilbert D. Scharf and each of them, with full power of
substitution, to execute in the name and on behalf of such person
any amendment (including any post-effective amendment) to this
Registration Statement and to file the same, with exhibits thereto,
and other documents in connection therewith, making such changes in
this Registration Statement as the person(s) so acting deems
appropriate, and appoints each of such persons, each with full
power of substitution, attorney-in-fact to sign any amendment
(including any post-effective amendment) to this Registration
Statement and to file the same, with exhibits thereto, and other
documents in connection therewith.
Signature Title Date
/s/ Michael J. Scharf Chairman of the September 16, 1997
_____________________ Board, Chief
Michael J. Scharf Executive Officer
and President
(principal executive
officer)
/s/ Gilbert D. Scharf Vice President, September 16, 1997
_____________________ Chief Financial and
Gilbert D. Scharf Principal Accounting
Officer, Treasurer,
Secretary and Director
(principal financial
and accounting
officer)
/s/ Gerald D. Cohn Director September 16, 1997
_____________________
Gerald D. Cohn
/s/ Andrew R. Heyer Director September 16, 1997
_____________________
Andrew R. Heyer
EXHIBIT INDEX
Exhibit
No. Description Page
5 Opinion of Skadden, Arps Slate, Meagher & Flom 21
LLP regarding legality of securities being
registered.
23.1 Written consent of BDO Seidman, LLP. 24
23.2 Written consent of Deloitte & Touche LLP. 26
23.3 Written consent of MacDade Abbott LLP. 28
23.4 Written consent of Skadden, Arps, Slate,
Meagher & Flom LLP (contained in the opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature
page of the Registration Statement).
EXHIBIT 5
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
September 16, 1997
Niagara Corporation
667 Madison Avenue
New York, New York 10021
Re: Niagara Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Niagara Corporation,
a Delaware corporation (the "Company"), in connection with the
registration of 285,715 shares (the "Secondary Shares") of the
Company's Common Stock, par value $.01 per share (the "Common
Stock"), held by certain selling stockholders (the "Selling
Stockholders").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act").
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-3 as
filed with the Securities and Exchange Commission (the
"Commission") on September 16, 1997 under the Act, (ii) the
separate Note and Stock Purchase Agreements, each dated as of April
18, 1997, between the Company, Niagara Cold Drawn Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Niagara
Cold Drawn"), LaSalle Steel Company, a Delaware corporation and a
wholly-owned subsidiary of Niagara Cold Drawn, and, respectively,
each of the Selling Shareholders, (iii) the Stockholders Agreement,
dated as of April 18, 1997, among the Company, Niagara Cold Drawn,
the Selling Shareholders and Michael J. Scharf, (iv) the
certificates representing the Shares, each dated April 18, 1997,
registered in the names of the Selling Shareholders, (v) the
Restated Certificate of Incorporation and By-laws of the Company,
as presently in effect, (vi) certain resolutions of the Board of
Directors of the Company relating to the issuance and sale of the
Shares to the Selling Shareholders, and (vii) a Cross-Receipt,
dated April 18, 1997, between the Company, Niagara Cold Drawn and
the Selling Shareholders acknowledging, among other things, payment
by the Selling Shareholders for the Secondary Shares. We have also
examined originals or copies, certified or otherwise identified to
our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies and the authenticity
of the originals of such latter documents. In making our
examination of documents executed by parties other than the
Company, we have assumed that such parties had the power, corporate
or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action,
corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by
such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have
relied upon statements and representations of officers and other
representatives of the Company and others.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are
of the opinion that the Secondary Shares have been duly authorized
and validly issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also
consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In giving this consent, we
do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Niagara Corporation
New York, New York
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement of
our reports dated March 27, 1997, relating to the consolidated
financial statements and schedules of Niagara Corporation and
subsidiary appearing in the Company's Annual report on Form 10-K
for the year ended December 31, 1996.
We also consent to the reference to us under the caption "Experts"
in the Prospectus.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
September 15, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Niagara
Corporation on Form S-3 of our report dated February 28, 1997
(relating to the financial statements of LaSalle Steel Company not
presented separately herein) incorporated by reference in the
Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts"
in such Prospectus.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
September 15, 1997
EXHIBIT 23.3
INDEPENDENT AUDITORS CONSENT
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated July 10, 1995 with
respect to the financial statements of Niagara Cold Drawn Corp.,
included in the Niagara Corporation Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 that is made a part of the
Registration Statement (Form S-3, No. 333-00000) and related
Prospectus of Niagara Corporation for the registration of 285, 715
shares of its common stock.
/s/ MacDade Abbott LLP
MacDade Abbott LLP
Paoli, Pennsylvania
September 15, 1997
