SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _________________
Commission file number 0-22206
NIAGARA CORPORATION
-------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-3182820
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
667 MADISON AVENUE, NEW YORK, NEW YORK 10021
-------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 317-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO .
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT
TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN. YES X NO .
AS OF APRIL 25, 2000, THE AGGREGATE MARKET VALUE OF THE VOTING
STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT WAS APPROXIMATELY
$25,293,303 (ASSUMES THE REGISTRANT'S OFFICERS, DIRECTORS AND ALL
STOCKHOLDERS HOLDING 5% OF THE OUTSTANDING SHARES ARE AFFILIATES).
THERE WERE 8,738,246 SHARES OF THE REGISTRANT'S COMMON STOCK
OUTSTANDING AS OF APRIL 25, 2000.
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
This filing amends the previously filed Annual Report on Form 10-K
of Niagara Corporation ("Niagara") for the fiscal year ended December 31,
1999 (the "Form 10-K"). As stated in the Form 10-K, the Items comprising
Part III thereof would be filed by amendment or incorporated by reference
from Niagara's Proxy Statement for its 2000 Annual Meeting of Stockholders.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
Certain information with respect to the directors of Niagara is set
forth below.
MICHAEL J. SCHARF, 57, has been the Chairman of the Board,
President and Chief Executive Officer of Niagara since its inception in
1993. He has also served as the Chairman of the Board and Chief Executive
Officer of Niagara LaSalle Corporation ("Niagara LaSalle") and LaSalle
Steel Company ("LaSalle") since the dates of their acquisition by Niagara
and Niagara LaSalle, respectively, and currently holds various other
positions with such subsidiaries. Since March 1999, Mr. Scharf has also
been the Chairman of the Board and a director of Niagara LaSalle (UK)
Limited ("Niagara UK"), a subsidiary of Niagara which acquired eight U.K.
steel bar businesses during May 1999. Since August 1994, Mr. Scharf has
been a director of Maxcor (see below), and until August 1997, was also a
Vice President of Maxcor and its Secretary and Treasurer. Since December
1997, Mr. Scharf has been a director of Worlds Inc., a development stage
company which designs, develops and markets three-dimensional
music-oriented Internet sites, and until April 1999, was also its Chairman
of the Board. Since August 1989, Mr. Scharf also has been a private
investor. From October 1983 to August 1989, he was the Chairman and Chief
Executive Officer of Edgcomb Steel of New England, Inc. and its successor
corporation, Edgcomb Corporation, which was, from 1984 to 1989, one of the
largest independent metals service center and distribution companies in the
United States. Mr. Scharf received an A.B. degree from Princeton University
and an M.B.A. from the Harvard Business School.
GILBERT D. SCHARF, 51, has been the Secretary and a director of
Niagara since its inception, and until March 1998, was also a Vice
President of Niagara and its Treasurer. He has also served as a director of
Niagara LaSalle and LaSalle since the dates of their acquisition by Niagara
and Niagara LaSalle, respectively. Since August 1994, Mr. Scharf has been
Chairman of the Board, President and Chief Executive Officer of Maxcor
Financial Group Inc., a holding company with operating subsidiaries in the
financial services industry ("Maxcor"), and, currently holds the same
positions with Euro Brokers Investment Corporation, a financial services
company and subsidiary of Maxcor, as well as of a number of its
subsidiaries. Since 1989, Mr. Scharf also has been a private investor and
Chairman of Scharf Advisors, Inc. Mr. Scharf received a B.A. degree from
Duke University.
FRANK ARCHER, 63, has been a director of Niagara since May 1998.
Mr. Archer has been the President and a director of Niagara LaSalle since
its formation in 1986 and the President and a director of LaSalle since
April 1997 when it was acquired by Niagara LaSalle. Mr. Archer received a
Certificate in Tool and Die Design from the Cleveland Engineering Institute
and an Associates degree from John Carroll University. He also attended the
Advanced Management Program at the Harvard Business School.
GERALD L. COHN, 71, has been a director of Niagara since its
inception. Mr. Cohn is a private investor who, since 1968, has been
involved in the financing and acquisition of companies, including AgMet,
Inc., a refiner of precious metals and a recycler of ferrous and
non-ferrous metals, Cadillac Cable Corp., a multi-plant manufacturer of
copper and aluminum building wire, Pepco, Inc., a ferrous and non-ferrous
metal recycler and ferrous stevedoring and shipping company, and DVI, Inc.,
a health service finance company for which Mr. Cohn currently serves as a
financial advisory consultant and a director. He is also a director of
Diametrics Medical, Inc. and Frazier Healthcare Investments, L.P. Mr. Cohn
attended Penn State University. He is a member of the Board's Audit
Committee and the Chairman of its Compensation Committee.
ANDREW R. HEYER, 42, has been a director of Niagara since its
inception. Between February 1990 and August 1995, Mr. Heyer was a Managing
Director and co-head of the Argosy Group L.P., a financial advisory firm.
Since August 1995, Mr. Heyer has been a Managing Director of CIBC World
Markets Corp. (formerly CIBC Oppenheimer Corp.), an investment banking
firm. He is also the Chairman of Hain Food Group, Inc. and a director of
Hayes Lemmerz International, Inc., Fairfield Corporation and Spectrasite
Holdings, Inc. Mr. Heyer received a B.S. degree and an M.B.A. from the
Wharton School of the University of Pennsylvania. He is the Chairman of the
Board's Audit Committee.
DOUGLAS T. TANSILL, 61, has been a director of Niagara since March
1998. From December 1994 through August 1998, Mr. Tansill was a Managing
Director, and since August 1998 he has been an Advisory Director, in the
Investment Banking Division at Paine Webber Incorporated, an independent
national securities firm. Prior to December 1994, Mr. Tansill was a
Managing Director of Kidder, Peabody and Co. Incorporated and from May 1987
to December 1994 was a member of the Board of Directors of such firm. Mr.
Tansill received a B.A. degree from Trinity College and an M.B.A. from the
Harvard Business School. He is a member of the Board's Audit and
Compensation Committees.
EXECUTIVE OFFICERS
Set forth below is certain information with respect to each of the
executive officers of Niagara who is not also a director of Niagara.
RAYMOND ROZANSKI, 54, has been a Vice President and the Treasurer
of Niagara since March 1998, Executive Vice President, Secretary, Treasurer
and a director of Niagara LaSalle since its formation and Executive Vice
President, Treasurer and a director of LaSalle since it was acquired by
Niagara LaSalle. Mr. Rozanski has also been the Secretary and a director of
Niagara UK since March 1999. Mr. Rozanski received a B.S. degree in
Business Administration from the State University of New York at Buffalo.
MARC J. SEGALMAN, 41, has been a Vice President and the General
Counsel of Niagara since September 1997, and since March 2000, has been
Executive Vice President and General Counsel of Niagara LaSalle and
LaSalle. From October 1987 to August 1997, Mr. Segalman was an attorney in
the mergers and acquisitions group of the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP. Mr. Segalman received an A.B. degree from Dartmouth
College and a J.D. degree from the Boston University School of Law.
Michael J. Scharf and Gilbert D. Scharf are brothers. There are no
other family relationships among Niagara's directors or executive officers.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") requires Niagara's directors, officers and persons who
beneficially own more than 10% of a registered class of Niagara's equity
securities ("10% stockholders") to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and changes in
ownership in Niagara's equity securities and to furnish Niagara with copies
of all such forms. Based solely on its review of copies of such forms
received by it, and written representations that no other reports were
required, Niagara believes that all such Section 16(a) filing requirements
applicable to its directors, officers and 10% stockholders with respect to
Niagara's fiscal year ended December 31, 1999 and its prior fiscal years
were complied with on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation paid by Niagara and its
subsidiaries during each of the last three fiscal years to its Chief
Executive Officer and its other executive officers as of December 31, 1999
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation ----------------------
------------------- Securities Underlying All Other
Executive Officer Year Base Salary Bonus(1) Options (No. of Shares) Compensation(2)
----------------- ---- ----------- ----- ----------------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael J. Scharf 1999 $ 480,000 -- 600,000 $ 11,857
Chairman, Chief Executive 1998 $ 480,000 $ 200,000 -- $ 12,074
Officer and President 1997 $ 400,000(3) $ 200,000 100,000 $ 2,270
Frank Archer(4) 1999 $ 225,000 -- 100,000 $ 12,000
President of Niagara 1998 $ 225,000 $ 150,000 -- $ 13,940
LaSalle and LaSalle
Raymond Rozanski(5) 1999 $ 225,000 -- 100,000 $ 12,000
Vice President and 1998 $ 225,000 $ 150,000 -- $ 13,904
Treasurer
Marc J. Segalman (6) 1999 $ 225,000 -- -- $ 12,000
Vice President and 1998 $ 225,000 $ 50,000 25,000(7) $ 6,882
General Counsel 1997 $ 75,000 -- 50,000 $ 406
</TABLE>
- ----------------------
(1) Paid in subsequent year.
(2) Amounts include (i) employer matching and additional contributions
under the Niagara/LaSalle 401(k) Retirement Savings Plan equal to a
100% match for the first 3% of employee contributions, a 50% match
for the next 2% of employee contributions and an additional employer
contribution equal to 2% of earnings, subject, in each case, to
certain limitations, (ii) annual premiums ranging from $406 to $1,624
on life insurance policies providing coverage for such officers of
two times annual salary, up to a maximum of $250,000 and (iii) annual
premiums ranging from $329 to $1,283 on long-term disability policies
providing for, in the event of disability, two-thirds of monthly
earnings, up to a maximum of $4,500 per month. Certain perquisites
and other personal benefits that aggregate in each case to less than
the lesser of either $50,000 or 10% of the Named Executive Officer's
annual salary and bonus have been omitted pursuant to Item
402(b)(2)(iii)(C)(1) of Regulation S-K.
(3) Based on an annual salary of $480,000 set by the Compensation
Committee in April 1997, effective May 1, 1997.
(4) Mr. Archer became an executive officer of Niagara (for purposes of
the SEC's applicable rules) in March 1998.
(5) Mr. Rozanski became a Vice President of Niagara and its Treasurer in
March 1998.
(6) Mr. Segalman became a Vice President of Niagara and its General
Counsel in September 1997. His compensation for 1997 relates to a
partial year (reflecting an annual base salary of $225,000).
(7) Reflects the repricing on December 15, 1998 of an option granted on
September 8, 1997.
STOCK OPTION GRANTS
The following table sets forth certain information concerning stock
options granted during 1999 to each Named Executive Officer. All such
options were granted under Niagara's 1995 Stock Option Plan.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN 1999
Potential Realizable Value
Number of % of Total Options Exercise at Assumed Annual Rates of
Shares Underlying Granted to All Price Per Expiration Stock Price Appreciation
Executive Officer Options Granted Employees in 1999 Share Date for Option Term
- ----------------- ----------------- ------------------ --------- ---------- --------------------------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
Michael J. Scharf 600,000 (1) 70.6 $ 5.875 1/28/09 (2) $ 2,220,000 $ 5,622,000
Frank Archer 100,000 (1) 11.8 $ 5.875 1/28/09 (2) $ 370,000 $ 937,000
Raymond Rozanski 100,000 (1) 11.8 $ 5.875 1/28/09 (2) $ 370,000 $ 937,000
</TABLE>
(1) On January 28, 1999, Messrs. Michael Scharf, Archer and Rozanski were
granted non-qualified stock options to purchase the number of shares
of Niagara Common Stock set forth opposite their names. Each option
is currently exercisable as to 20% of the underlying shares and will
become exercisable as to an additional 20% of the underlying shares
on each of the second through fifth anniversaries of the date of
grant, provided that such Named Executive Officer is then employed by
Niagara or one of its subsidiaries. Upon the occurrence of a "change
in control" of Niagara (as defined in Niagara's 1995 Stock Option
Plan), such options will become exercisable in full.
(2) Expires on the earlier of January 28, 2009 and 90 days after the
termination of the Named Executive Officer's employment with Niagara
and its subsidiaries.
STOCK OPTION EXERCISES AND FISCAL YEAR END VALUES
No stock options were exercised by any of the Named Executive
Officers during 1999.
The following table sets forth, for each Named Executive Officer,
the number of shares of Niagara Common Stock underlying the total number of
stock options held by him at Niagara's December 31, 1999 fiscal year end.
Based on the closing price for Niagara Common Stock as of such date, none
of the stock options granted by Niagara to its Named Executive Officers
were in-the-money.
EXERCISABLE/UNEXERCISABLE STOCK OPTIONS AT
FISCAL YEAR END
Number of Shares Underlying
Options at 1999 Fiscal Year End
-------------------------------
Name Exercisable Unexercisable
- ---- ----------- -------------
Michael J. Scharf 160,000 740,000
Frank Archer 230,000 120,000
Raymond Rozanski 230,000 120,000
Marc J. Segalman 30,000 20,000
PENSION PLAN TABLE
The following table sets forth estimated annual benefits payable to
Michael Scharf upon his retirement from Niagara under his Employment
Agreement (see "EXECUTIVE COMPENSATION-Employment Contracts - Michael
Scharf") based upon estimates of his Final Average Pay (as described below)
and years of service with Niagara.
PENSION PLAN TABLE
Years of Service
Final Average Pay 10 15 20
----------------- -- -- --
$500,000 $125,000 $187,500 $250,000
$550,000 $137,500 $206,250 $275,000
$600,000 $150,000 $225,000 $300,000
$650,000 $162,500 $243,750 $325,000
$700,000 $175,000 $262,500 $350,000
Mr. Scharf's Employment Agreement provides that he will be entitled,
commencing on the first day of the month following his termination of
employment with Niagara, to receive an annual retirement benefit equal in
amount to his Final Average Pay, multiplied by the product of his years of
service with Niagara and 2.5%, with 50% of such annual amount to be paid to
his surviving spouse during her lifetime. Final Average Pay is defined in
Mr. Scharf's Employment Agreement to mean the highest average of his
combined annual salary and bonus over a three- consecutive-year period
during the ten-year period immediately preceding the year in which he
incurs a termination of his employment with Niagara. Accordingly, Mr.
Scharf's current Final Average Pay is $586,667. He has 6.67 years of
service with Niagara as of December 31, 1999. The estimated annual benefits
set forth in the Pension Plan Table are computed on a straight-life annuity
basis, commencing at normal retirement age, and are not subject to any
deduction for social security or other offsetting amounts.
EMPLOYMENT CONTRACTS
Michael Scharf
Niagara and Niagara LaSalle entered into an employment agreement with
Michael Scharf dated as of January 1, 1999 ("Employment Agreement"),
providing, among other things, that he will continue to serve as the
Chairman, Chief Executive Officer and President of Niagara and the Chairman
and Chief Executive Officer of Niagara LaSalle for the term of the
Employment Agreement. Such term will be for five years, subject to annual
one-year extensions commencing on January 1, 2002 unless Niagara or Mr.
Scharf provides the other with timely notice not to extend. The Employment
Agreement provides that Mr. Scharf will be entitled to (i) an annual base
salary ("Annual Base Salary") of not less than $480,000; (ii) a
performance-based annual incentive bonus subject to the approval of
Niagara's stockholders (which was approved at Niagara's 1999 Annual Meeting
of Stockholders); (iii) a supplemental annual retirement benefit ("SERP")
equal in amount to Mr. Scharf's Final Average Pay (as defined in the
Employment Agreement), multiplied by the product of Mr. Scharf's years of
service with Niagara and 2.5%, with 50% of such annual amount to be paid to
Mr. Scharf's surviving spouse during her lifetime; (iv) annual grants of
stock options as determined by the Compensation Committee of Niagara's
Board of Directors; and (v) medical coverage and specified fringe benefits.
If Mr. Scharf's employment is terminated by Niagara without Cause (as
defined in the Employment Agreement) or by Mr. Scharf due to a breach of
the Employment Agreement by Niagara, Niagara will (i) provide Mr. Scharf
with a lump sum amount equal to the product of (A) the greater of three and
the number of years remaining in the term of the Employment Agreement
("Severance Multiple"), and (B) the sum of Mr. Scharf's then current Annual
Base Salary and the greater of Mr. Scharf's three-year average annual bonus
and the target bonus for the year of termination; (ii) provide Mr. Scharf
with a pro rata bonus for the year of termination; (iii) for the number of
years equal to the Severance Multiple provide Mr. Scharf with additional
years of service credit under the SERP, continued life insurance benefits
and continued exercisability of stock options; and (iv) cause all of Mr.
Scharf's outstanding equity awards to vest. Mr. Scharf would also receive a
gross-up payment for any excise tax payable under Section 4999 of the
Internal Revenue Code of 1986, as amended.
Frank Archer and Raymond Rozanski
Niagara and Niagara LaSalle entered into employment agreements with
each of Frank Archer and Raymond Rozanski (each, an "Executive") dated
August 16, 1995 (the "Archer/Rozanski Agreements"), providing, among other
things, that they will continue to serve as President and Executive Vice
President, respectively, of Niagara LaSalle for a period of five years. The
Archer/Rozanski Agreements provide that each Executive will be entitled to
(i) an annual base salary of not less than $175,000 adjusted for increases
in the consumer price index (which amount has subsequently been increased
to $225,000); (ii) cash bonuses determined by the Compensation Committee of
Niagara's Board of Directors; (iii) options to purchase 200,000 shares of
Niagara Common Stock ("Options"); (iv) medical, dental and life insurance
coverage; and (v) certain specified fringe benefits.
If the Executive's employment is terminated by Niagara other than for
incapacity or certain specified acts (i) the Executive would receive his
annual base salary through the end of the five-year term (the "Employment
Period"); (ii) subject to continued compliance with certain confidentiality
and non-competition obligations, the Executive would receive one-half of
his annual base salary (as then in effect) payable over the one-year period
following expiration of the Employment Period; (iii) the Executive would
continue to receive medical, dental and life insurance coverage, subject to
the terms of the applicable plans, through the end of the Employment
Period; and (iv) all Options would immediately vest and become exercisable
for a period of one year.
COMPENSATION OF DIRECTORS
The members of the Board of Directors are compensated in a manner and
at a rate determined from time to time by the full Board. Since 1996,
Niagara has granted non-qualified stock options to its outside directors as
compensation for their service as a director. On January 28,1999, each
member of the Board of Directors, other than Michael Scharf and Frank
Archer, received as compensation for his service as a director, a
non-qualified stock option (collectively, the "Director Options") to
purchase 10,000 shares of Niagara Common Stock exercisable at $5.875 per
share. Each Director Option became exercisable as to 2,000 of the
underlying shares on the date of grant and becomes exercisable as to an
additional 2,000 of the underlying shares on each of the first through
fourth anniversaries of the date of grant, provided the holder is then
serving as a director of Niagara. Upon a "change in control" of Niagara (as
defined in Niagara's 1995 Stock Option Plan), each Director Option will
become exercisable in full.
Niagara maintains directors and officers liability insurance which
insures directors and officers of Niagara and its subsidiaries against
certain liabilities by them while serving in such capacities, and
reimburses Niagara for certain indemnification payments made by Niagara to
directors and officers of Niagara and its subsidiaries. This policy extends
through March 12, 2001 at a total premium of $215,000. No claims have been
made under this policy.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is currently
comprised of Gerald L. Cohn and Douglas T. Tansill. There are no
"interlocks" as defined by the SEC with respect to any director who serves
or for any part of 1999 served as a member of the Compensation Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is certain information concerning beneficial ownership
of Niagara's Common Stock as of April 25, 2000 by (i) each director of
Niagara, (ii) each Named Executive Officer, (iii) all directors and
executive officers of Niagara as a group and (iv) based on public filings
made through April 25, 2000, persons known by Niagara to be the beneficial
owners of 5% or more of the outstanding shares of Niagara Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE
NAME (1) NUMBER OF SHARES (2) BENEFICIALLY OWNED (3)
---- ---------------- ------------------
<S> <C> <C>
Michael J. Scharf.................................. 1,519,200 (4) 16.8%
Gilbert D. Scharf.................................. 576,700 (5) 6.6%
Raymond Rozanski................................... 266,250 (6) 3.0%
Frank Archer....................................... 260,000 2.9%
Andrew R. Heyer.................................... 58,500 *
Gerald L. Cohn..................................... 45,000 *
Douglas T. Tansill................................. 32,000 *
Marc J. Segalman .................................. 30,000 *
All directors and executive officers as a group
(eight persons)................................... 2,787,650 28.7%
Dimensional Fund Advisors Inc. (7)................. 493,900 5.7%
</TABLE>
* Less than 1%
(1) The address of each stockholder, other than Dimensional Fund Advisors
Inc. ("Dimensional"), is c/o Niagara Corporation, 667 Madison Avenue,
11th Floor, New York, New York 10021. The address of Dimensional is
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(2) Includes shares of Niagara Common Stock issuable upon the exercise of
stock options held by the stockholder that are currently exercisable
or exercisable within 60 days ("Exercisable Options"). Beneficial
Ownership of Exercisable Options is as follows: Michael J. Scharf --
300,000; Gilbert D. Scharf -- 35,000; Raymond Rozanski -- 260,000;
Frank Archer -- 260,000; Andrew R. Heyer -- 35,000; Gerald L. Cohn --
35,000; Douglas T. Tansill -- 12,000; Marc J. Segalman -- 30,000; and
all directors and executive officers as a group -- 967,000.
(3) Based upon 8,738,246 shares of Niagara Common Stock outstanding as of
April 25, 2000, plus any shares of Niagara Common Stock issuable upon
the exercise of Exercisable Options held by the stockholder (but not
by any other stockholder).
(4) Includes 205,000 shares of Niagara Common Stock held by the Michael
J. Scharf 1987 Grantor Income Trust and 194,500 shares of Common
Stock held by the Scharf Family 1989 Trust. Michael Scharf is trustee
of both of these trusts.
(5) Includes 238,700 shares of Niagara Common Stock held by the Gilbert
D. Scharf Living Trust, of which Gilbert Scharf is the sole trustee.
(6) Includes 6,250 shares of Niagara Common Stock held by a trust for the
benefit of Mr. Rozanski's children, of which Mr. Rozanski's wife is
trustee. Mr. Rozanski disclaims beneficial ownership of such shares.
(7) Information with respect to Dimensional and its holdings of Niagara
Common Stock is based on Dimensional's Schedule 13G filed with the
SEC on February 3, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Andrew Heyer, a director of Niagara, is a Managing Director of CIBC
World Markets Corp. which has provided investment banking and financial
advisory services to Niagara and Niagara LaSalle prior to 1999. CIBC World
Markets Corp. is a subsidiary of CIBC Inc., which is one of five banks who
are parties to a $90 million revolving credit and term loan agreement with
Niagara LaSalle and LaSalle, the obligations of which are guaranteed by
Niagara. CIBC Inc.'s commitments under this credit agreement total $20
million. In addition, CIBC Inc. issued a (pound)9.8 million (approximately
$15.7 million) standby letter of credit which indirectly secured Niagara
UK's obligations under a (pound)19.8 million (approximately $31.7 million)
bank facilities agreement guaranteed by Niagara and entered into on May 21,
1999 in connection with Niagara UK's acquisition of eight U.K. steel bar
businesses. This letter of credit expired on December 31, 1999.
On December 5, 1997, Niagara loaned Gilbert Scharf $600,000, the
proceeds of which were used by him to exercise Redeemable Common Stock
Purchase Warrants of Niagara, which, having been called for redemption,
were not exercisable after December 11, 1997. The loan was evidenced by a
Promissory Note (the "Original Note") executed by Mr. Scharf in favor of
Niagara and due on December 4, 1998. Interest on the unpaid principal
amount of the Original Note accrued at 5.68% per annum. The Original Note
required installment payments of principal following the sale of shares of
Niagara Common Stock by Mr. Scharf in amounts equal to the proceeds from
such sales. In addition, the Original Note permitted prepayments of
principal without premium or penalty. During December 1998, Niagara
extended the maturity date of the Original Note by one year and Mr. Scharf
paid $100,000 of principal and all accrued interest due thereunder. All
other terms of the Original Note remained the same. The foregoing were
reflected in an Amended and Restated Promissory Note dated December 15,
1998 and due on December 4, 1999 (the "Amended Note") issued by Mr. Scharf
to Niagara in exchange for the Original Note. During December 1999, Mr.
Scharf paid Niagara all amounts due on the Amended Note. Mr. Scharf is the
Secretary and a director of Niagara and, until March 1998, was a Vice
President of Niagara and its Treasurer. He is the brother of Michael Scharf
who is the Chairman of the Board, Chief Executive Officer and President of
Niagara.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized,
on the 28th day of April, 2000.
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 Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Michael J. Scharf Chairman of the Board,
- ---------------------------------- Chief Executive Officer April 28, 2000
Michael J. Scharf and President
Vice President,
/s/ Raymond Rozanski Chief Financial and
- --------------------------------- Principal Accounting April 28, 2000
Raymond Rozanski Officer
/s/ Gilbert D. Scharf Secretary and Director April 28, 2000
- ---------------------------------
Gilbert D. Scharf
/s/ Frank Archer Director April 28, 2000
- ---------------------------------
Frank Archer
/s/ Gerald L. Cohn Director April 28, 2000
- ---------------------------------
Gerald L. Cohn
/s/ Andrew R. Heyer Director April 28, 2000
- ---------------------------------
Andrew R. Heyer
/s/ Douglas T. Tansill Director April 28, 2000
- ---------------------------------
Douglas T. Tansill
</TABLE>
