UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.5)*
Niagara Corporation
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
--------------------------------------------------------
(Title of Class of Securities)
653349100
--------------------------------------------------------
(CUSIP Number)
Gilbert D. Scharf
P.O. Box 1124
Ponte Vedra, Florida 32004
(904) 285-2835
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 5, 1997
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13(d)-1(f) or 13(d)-1(g),
check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 653349100
- ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilbert D. Scharf
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF; SC
- ----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------------------
7 SOLE VOTING POWER
560,700 (including 19,000 shares issuable upon
NUMBER OF the exercise of Options which are currently
SHARES exercisable or exercisable within 60 days**)
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
560,700 (including 19,000 shares issuable upon
the exercise of Options which are currently
exercisable or exercisable within 60 days**)
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,700 (including 19,000 shares issuable upon the exercise of
Options which are currently exercisable or exercisable within 60
days**)
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
(excludes 6,000 shares underlying Options which are not exercisable
within 60 days**)
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** The Options will become exercisable with respect to 2,000 of the
underlying shares on each of the next four anniversaries of April 27, 1997
(provided Mr. Scharf continues to serve as a director of the Issuer on such
date) except in the event of a Change in Control of the Issuer.
Gilbert D. Scharf hereby amends his Statement on Schedule 13D, dated
August 30, 1993, as amended on September 30, 1993, February 4, 1994,
October 10, 1996 and June 4, 1997 (as amended, the "Schedule 13D"),
relating to the Common Stock, par value $.001 per share, of Niagara
Corporation, a Delaware corporation. Capitalized terms used and not defined
herein shall have the meanings previously ascribed to them in the Schedule
13D.
Item 2.Identity and Background.
Item 2(a)-(b) is hereby amended to read in its entirety as
follows:
(a)-(b) This Statement is being filed by Gilbert D. Scharf, a
United States citizen, whose business address is c/o Maxcor
Financial Group Inc., a Delaware corporation ("Maxcor"), Two World
Trade Center, Suite 8400, New York, New York 10048.
Item 2(c) is hereby amended to read in its entirety as follows:
(c) Mr. Scharf is Secretary and a director of the Issuer and a
director of each of the Issuer's two subsidiaries, Niagara LaSalle
Corporation and LaSalle Steel Company. Mr. Scharf is also Chairman
of the Board, President and Chief Executive Officer of Maxcor and
its wholly owned subsidiary, Euro Brokers Investment Corporation,
each located at Two World Trade Center, Suite 8400, New York, NY
10048, and holds various other positions with Maxcor's other
subsidiaries.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting the seventh
and eighth paragraphs thereof and adding the following after the sixth
paragraph thereof:
On July 2, 1997, Mr. Scharf purchased, through an open market
purchase, an additional 1,500 Shares at approximately $5.787 per Share, for
an aggregate consideration of $8,680.
On July 14, 1997, Mr. Scharf purchased, through an open market
purchase, an additional 2,000 Shares at approximately $5.398 per Share, for
an aggregate consideration of $10,795.88
On July 15, 1997, Mr. Scharf purchased, through an open market
purchase, an additional 500 Shares at $5.57 per Share, for an aggregate
consideration of $2,785.
The funds used to make each of the foregoing purchases were Mr.
Scharf's personal funds. Since making these purchases, Mr. Scharf
transferred 60,200 of such Shares and 178,500 of such Warrants to the
Gilbert D. Scharf Living Trust, of which he is the sole trustee.
On October 31, 1997, the Issuer exercised its right to redeem on
December 9, 1997 (which date was extended to December 11, 1997) all of its
then outstanding and unexercised Warrants at $.01 per Warrant. As a result
of this call for redemption, the Warrants could not be exercised after the
redemption date. Each outstanding Warrant entitled the holder to purchase
from the Issuer, prior to the exercise deadline, one Share at an exercise
price of $5.50.
On November 10, 1997, Mr. Scharf exercised 43,000 Warrants, and on
December 5, 1997, Mr. Scharf exercised 178,500 Warrants. The funds used to
exercise the Warrants consisted of $618,250 of Mr. Scharf's personal funds
and a $600,000 loan from the Issuer, evidenced by a Promissory Note (the
"Note") executed by Mr. Scharf in favor of the Issuer. Interest on the
unpaid principal amount of the Note accrues at 5.68% per annum. Principal
and interest on the Note are payable in full on December 4, 1998, provided
that Mr. Scharf may prepay all or part of the unpaid principal amount of
the Note without premium or penalty. The Note requires installment payments
of principal following the sale of Shares by Mr. Scharf in amounts equal to
the proceeds from such sales.
Item 4. Purpose of Transaction.
The second paragraph of Item 4 of the Schedule 13D is hereby amended
to read in its entirety as follows:
Except to the extent set forth above, or in any other Item hereof,
and except in his capacity as the Secretary and a director of the Issuer,
which from time to time may consider various transactions involving its
securities, Mr. Scharf does not have any present plans or proposals that
relate to or would result in any of the actions required to be described in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The first paragraph of Item 5(a) of the Schedule 13D is hereby
amended to read in its entirety as follows:
(a) As described in Item 3 hereof, Mr. Scharf owns 541,700 Shares
(including through IRA accounts and a living trust). Pursuant to Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange Act"), Mr. Scharf
may be deemed to be the beneficial owner of 19,000 Shares underlying
options which are currently exercisable or exercisable within 60 days.
Accordingly, Mr. Scharf may be deemed to be the beneficial owner of an
aggregate of 560,700 Shares, representing approximately 5.6% of the sum of
(i) 9,997,455 outstanding Shares as of March 25, 1998 (based upon
information contained in the Issuer's Form 10-K for the year ended December
31, 1997, filed by the Issuer with the Securities and Exchange Commission)
and (ii) 19,000 Shares underlying options which are currently exercisable
or exercisable within 60 days.
In connection with his serving as a director of the Issuer, the
Compensation Committee of the Board of Directors of the Issuer (the
"Compensation Committee") granted to Mr. Scharf (i) on September 13, 1996,
a non-qualified stock option to purchase an aggregate of 15,000 Shares,
currently exercisable as to all of the underlying Shares and (ii) on April
27, 1997, a non-qualified stock option to purchase an aggregate of 10,000
Shares, currently exercisable as to 4,000 of the underlying Shares and
exercisable as to an additional 2,000 of the underlying Shares on each of
the next three anniversaries of April 27, 1998 (provided Mr. Scharf
continues to serve as a director of the Issuer on such date) except in the
event of a "Change in Control" of the Issuer (as defined in the Issuers
1995 Stock Option Plan). The exercise price of each of the foregoing
options ("Options") is $5.50 per Share. Accordingly, and pursuant to Rule
13d-3 under the Exchange Act, 19,000 Shares underlying Options which are
currently exercisable or exercisable within 60 days have been included for
purposes of this Statement in calculating the number of Shares beneficially
owned by Mr. Scharf.
Other than as described in this Amendment, no other transactions in
securities of the Issuer were effected during the past sixty days by Mr.
Scharf.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by deleting the fifth
and sixth paragraphs thereof and inserting the following in place thereof:
As described in Item 3 above, on September 13, 1996 and April 27,
1997, the Compensation Committee granted Options to Mr. Scharf. The option
agreements evidencing the Options (the "Option Agreements") provide for the
conditions under which the Options are exercisable (described in Item 3
above) and also provide that the Options will expire on the earlier of (i)
the tenth anniversary of the date of grant and (ii) 90 days after the date
on which Mr. Scharf ceases to serve as a director of the Issuer.
The foregoing is merely a summary of certain provisions of the
Option Agreements and is qualified in its entirety by the full text
thereof, copies of which are attached hereto as Exhibits 3 and 4 and
incorporated herein by reference.
As described in Item 3 above, on December 5, 1997, the Issuer loaned
Mr. Scharf $600,000, the proceeds of which were used by Mr. Scharf to
exercise Warrants. The loan was evidenced by the Note, the terms of which
are summarized in Item 3 above. Such summary is qualified in its entirety
by the full text of the Note, a copy of which is attached hereto as Exhibit
5 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Stock Escrow Agreement, dated August 13, 1993, by and among the
Issuer, the Initial Stockholders and the Escrow Agent
(incorporated by reference to Exhibit 1 to the Statement on
Schedule 13D of Gilbert D. Scharf, dated August 30, 1993).
Exhibit 2 - Letter Agreement, dated May 26, 1993, by and between Gilbert D.
Scharf and GKN Securities Corp (incorporated by reference to
Exhibit 2 to the Statement on Schedule 13D of Gilbert D. Scharf,
dated August 30, 1993).
Exhibit 3 - Stock Option Agreement, dated as of September 13, 1996, by and
between the Issuer and Gilbert D. Scharf (incorporated by
reference to Exhibit 3 to Amendment No. 3 to the Statement on
Schedule 13D of Gilbert D. Scharf, dated October 10, 1996).
Exhibit 4 - Stock Option Agreement, dated as of April 27, 1997, by and
between the Issuer and Gilbert D. Scharf.
Exhibit 5 - Promissory Note, dated December 5, 1997, made by Gilbert D.
Scharf in favor of the Issuer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: April 28, 1998
/s/ Gilbert D. Scharf
--------------------------
Gilbert D. Scharf
Exhibit Index
Exhibit 1 - Stock Escrow Agreement, dated August 13, 1993, by and among
the Issuer, the Initial Stockholders and the Escrow Agent
(incorporated by reference to Exhibit 1 to the Statement on
Schedule 13D of Gilbert D. Scharf, dated August 30, 1993).
Exhibit 2 - Letter Agreement, dated May 26, 1993, by and between
Gilbert D. Scharf and GKN Securities Corp (incorporated by
reference to Exhibit 2 to the Statement on Schedule 13D of
Gilbert D. Scharf, dated August 30, 1993).
Exhibit 3 - Stock Option Agreement, dated as of September 13, 1996, by
and between the Issuer and Gilbert D. Scharf (incorporated by
reference to Exhibit 3 to Amendment No. 3 to the Statement on
Schedule 13D of Gilbert D. Scharf, dated October 10, 1996).
Exhibit 4 - Stock Option Agreement, dated as of April 27, 1997, by and
between the Issuer and Gilbert D. Scharf.
Exhibit 5 - Promissory Note, dated December 5, 1997, made by Gilbert D.
Scharf in favor of the Issuer.
EXHIBIT 4
STOCK OPTION AGREEMENT
AGREEMENT made as of April 27, 1997, by and between Niagara
Corporation (formerly International Metals Acquisition Corporation), a
Delaware corporation ("Niagara"), and Gilbert Scharf (the "Director").
WHEREAS, on August 15, 1995, Niagara's Board of Directors (the
"Board") approved the International Metals Acquisition Corporation 1995
Stock Option Plan (the "Plan");
WHEREAS, on May 16, 1996, Niagara's stockholders approved the
Plan;
WHEREAS, on September 13, 1996, on the recommendation of the
Compensation Committee of the Board (the "Compensation Committee"), the
Board amended the Plan to provide for grants of stock options to directors
of Niagara and its subsidiaries (collectively, the "Company"); and
WHEREAS, the Compensation Committee desires to grant to the
Director a NonQualified Stock Option under the Plan to acquire an aggregate
of 10,000 shares of Niagara common stock, par value $.001 per share (the
"Stock"), on the terms set forth
herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Plan.
2. Grant of Option. The Director is hereby granted a
Non-Qualified Stock Option (the "Option") to purchase an aggregate of
10,000 shares of Stock, pursuant to the terms of this Agreement and the
provisions of the Plan.
3. Option Price. The exercise price of the Option shall be
$5.50 per share of Stock issuable pursuant to the exercise thereof.
4. Conditions to Exercisability. (a) Immediately following the
execution of this Agreement, the Option shall be exercisable as to 2,000
shares of Stock covered by the Option. The Option shall become exercisable
with respect to an additional 2,000 of such shares on each of the next four
anniversaries of this Agreement, provided that the Director continues to
serve as a director of Niagara on such date.
(b) Notwithstanding the foregoing, the Option shall
become exercisable in full upon the occurrence of a Change in Control of
Niagara (as defined in the Plan).
5. Period of Option. This Option shall expire on the earliest
to occur of:
(a) the tenth anniversary of the date of this Agreement;
and
(b) 90 days after the date on which the Director, for any
reason, ceases to serve as a director of Niagara.
6. Exercise of Option. (a) The Option shall be exercised in the
following manner: the Director shall deliver to Niagara written notice
specifying the number of shares of Stock which he elects to purchase. The
Director must include with such notice full payment of the exercise price
for the Stock being purchased pursuant to such notice. Payment of the
exercise price must be made in cash or in shares of Stock having a Fair
Market Value equal to such Option price or in a combination of cash and
Stock. In lieu of full payment of the exercise price in cash, upon request
of the Director, Niagara may, at its discretion, allow the Director to
exercise the Option or a portion thereof through a cashless exercise
procedure.
(b) Upon the disposition of shares of Stock acquired
pursuant to the exercise of the Option, Niagara shall have the right to
require the payment of the amount of any taxes which are required by law to
be withheld with respect to such disposition.
(c) The Director will not be deemed to be a holder of any
shares of Stock pursuant to exercise of the Option until the date of the
issuance of a stock certificate to him for such shares and until such
shares are paid for in full.
7. Entire Agreement. This Agreement and the Plan contain all
the understandings between the parties hereto pertaining to the matters
referred to herein, and supersedes all undertakings and agreements, whether
oral or in writing, previously entered into by them with respect thereto.
The Director represents that, in executing this Agreement, he does not rely
and has not relied upon any representation or statement not set forth
therein made by the Company with regard to the subject matter, bases or
effect of this Agreement or otherwise.
8. Amendment or Modification; Waiver. No provision of this
Agreement may be amended or waived unless such amendment or waiver is
agreed to in writing, signed by the Director and by a duly authorized
officer of Niagara. No waiver by any party hereto of any breach by another
party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same time, any prior time or any
subsequent time.
9. Notices. Any notice to be given hereunder shall be in
writing and shall be deemed given when delivered personally, sent by
courier or telecopy or registered or certified mail, postage prepaid,
return receipt requested, addressed to the party concerned at the address
indicated below or to such other address as such party may subsequently
give notice of hereunder in writing:
To the Director at:
120 East End Avenue
Apartment 8C
New York, New York 10028
To Niagara at:
Niagara Corporation
667 Madison Avenue
New York, New York 10021
With a copy to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Attention: Milton G. Strom
Telecopy: (212) 735-2000
Any notice delivered personally or by courier under this
Section 9 shall be deemed given on the date delivered and any notice sent
by telecopy or registered or certified mail, postage prepaid, return
receipt requested, shall be deemed given on the date telecopied or mailed.
10. Severability. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to such person or circumstances other than
those to which it is so determined to be invalid and unenforceable, shall
not be affected thereby, and each provision hereof shall be validated and
shall be enforced to the fullest extent permitted by law.
11. Survival. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and
obligations.
12. Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware, without
regard to its conflicts of laws principles.
13. Headings. All descriptive headings of sections and
paragraphs in this Agreement are intended solely for convenience, and no
provision of this Agreement is to be construed by reference to the heading
of any section or paragraph.
14. Construction. This Agreement is made under and subject to
the provisions of the Plan, and all of the provisions of the Plan are
hereby incorporated herein as provisions of this Agreement. If there is a
conflict between the provisions of this Agreement and the provisions of the
Plan, the provisions of the Plan will govern. By signing this Agreement,
the Director confirms that he has received a copy of the Plan and has had
an opportunity to review the contents thereof.
15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
NIAGARA CORPORATION
By: /s/ Michael Scharf
--------------------------------
Michael Scharf
President
/s/ Gilbert D. Scharf
---------------------------------
Gilbert D. Scharf
EXHIBIT 5
PROMISSORY NOTE
$600,000 December 5, 1997
FOR VALUE RECEIVED, the undersigned, Gilbert D. Scharf (the
"Maker"), hereby promises to pay to the order of Niagara Corporation (the
"Payee"), the principal amount of Six Hundred Thousand Dollars ($600,000),
together with interest thereon as provided herein, payable at such location
and on such dates as are set forth below.
Interest on the unpaid principal amount hereof shall accrue at
the rate of five and 68/100 percent (5.68%) per annum from and after the
date hereof. Interest shall be payable, with respect to any principal
amounts paid or prepaid, at the time of such payment or prepayment.
The principal and interest on this Promissory Note are payable
in full on December 4, 1998, provided, however, that the Maker may, at any
time, prepay all or part of the unpaid principal amount hereof without
premium or penalty.
The Maker shall make installment payments of principal within
five (5) days following the sale of any shares of Niagara Common Stock
owned by him (including through livings trusts) made from and after the
date hereof until this Note shall have been paid in full, in amounts equal
to the proceeds from such sales.
Payments of principal and interest are to be made in lawful
money of the United States of America to 667 Madison Avenue, 11th Floor,
New York, New York 10021 or as the Payee may designate in writing to the
Maker.
If any voluntary or involuntary proceeding shall be commenced
seeking to have an order for relief entered against the Maker as a debtor
or to adjudicate the Maker a bankrupt or insolvent, or seeking
reorganization, adjustment, liquidation, dissolution or composition of the
Maker or the Maker's debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of
a receiver or trustee for the Maker, and such proceeding shall remain
undismissed and unstayed for a period of sixty (60) days after the Maker
has received notice thereof, then the unpaid principal amount of this
Promissory Note and all interest accrued to such date shall become
immediately due and payable without the necessity of any presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Maker.
This Promissory Note shall bind the Maker and his successors
and assigns and shall inure to the benefit of the Payee and its successors
and assigns.
No delay, omission or waiver on the part of the Payee in
exercising any right hereunder shall operate as a waiver of such right or
any other right of the Payee at the same or at any prior or subsequent
time.
No amendment, modification or waiver of this Promissory Note,
nor consent to any departure therefrom, shall be effective unless in
writing and signed by the Payee.
This Promissory Note shall be construed in accordance with and
governed by the laws of the State of New York without regard to its
conflicts of law principles.
IN WITNESS WHEREOF, this Promissory Note has been duly executed
and delivered by the undersigned on the date first written above.
/s/ Gilbert D. Scharf
----------------------------
Gilbert D. Scharf
