As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 333-4026
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CITATION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 63-0828225
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Citation Corporation
2 Office Park Circle
Suite 204
Birmingham, Alabama 35225
(205) 871-5731
(Address of Principal Executive Offices)
(Zip Code)
Mansfield Foundry Corporation 401(k)
Retirement Plan, HTC Acquisition Corporation
401(k) Retirement Plan, TSC Acquisition
Corporation 401(k) Retirement Plan, TSC
Acquisition Corporation Independent
Machinist Union 401(k) Retirement Plan, TSC
Acquisition Corporation International
Association of Machinists and Aerospace
Workers 401(k) Retirement Plan, Southern
Aluminum Castings Company 401(k) Retirement
Plan.
(Full title of Plans)
T. Morris Hackney
Chairman of the Board,
President and Chief Executive Officer
Citation Corporation
2 Office Park Circle
Suite 204
Birmingham, Alabama 35223
(205) 871-5731
(Name and Address of Agent for Service)
(Telephone Number, including Area Code, of Agent for Service)
_____________________________
This Amendment to the Registration Statement shall become effective upon
filing in accordance with Rule 462 of the Securities Act of 1933.
________________________________________________________________________
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents that will
be sent or given to the Participants in the Mansfield Foundry Corporation
401(k) Retirement Plan, HTC Acquisition Corporation 401(k) Retirement
Plan, TSC Acquisition Corporation 401(k) Retirement Plan, TSC Acquisition
Corporation Independent Machinist Union 401(k) Retirement Plan, TSC
Acquisition Corporation International Association of Machinists and
Aerospace Workers 401(k) Retirement Plan, Southern Aluminum Castings
Company 401(k) Retirement Plan pursuant to Rule 428(b) and is not being
filed with or included in this Form S-8 in accordance with the rules and
regulations of the Securities and Exchange Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Citation Corporation (the "Company") hereby incorporates by
reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission:
1. The Company's Prospectus filed pursuant to Rule 424(b)
of the Act in connection with the Company's ____________, the Registration
Statement (No. 333-06799) on Form S-4.
2. The Company's Prospectus filed pursuant to Rule 424(b)
of the Act in connection with the Company's secondary offering of Common
Stock, the Registration Statement (No. 33-95428) on Form S-3.
3. The Company's Prospectus filed pursuant to Rule 424(b)
of the Act in connection with the Company's initial public offering of
common stock, the Registration Statement (No. 33-79804) on Form S-1.
4. All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year ended October
1, 1996.
5. All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") and prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregistered all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed documents which is also incorporated by reference
herein) modified or supersedes such statement. Any statement so modified
or superseded shall not be deemed to constitute a part of this Prospectus
except as so modified or superseded.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts & Counsel
Not applicable.
Item 6. Indemnification of Directors & Officers
Section 145 of the Delaware General Corporation Law
provides in general that a Delaware corporation may indemnify any person
who was or is a party or is threatened to be made a party to any suit or
3
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proceeding because such person is or was a director, officer, employee or
agent of the corporation or was serving, at the request of the
corporation, as a director, officer, employee or agent of another
corporation, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity, but only for
expenses (including reasonable attorneys' fees) actually and reasonably
incurred, may be provided in connection with an action or suit by or in
the right of a corporation, provided that such person acted in good faith
and in a manner such person believed to be in or not opposed to the best
interest of the corporation and except that no indemnification may be made
in respect of any claim as to which such person has been adjudged to be
liable to the corporation unless and only to the extent that a court shall
have determined, upon application, that, despite the adjudication of
liability and in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law
provides generally that a corporation may include a provision in its
certificate of incorporation which eliminates or limits the personal
liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that
such provision may not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.
In general, section 145 of the Delaware General Corporation
Law authorizes a court to award or a corporation's board of directors to
grant indemnification to officers and directors in terms sufficiently
broad to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under
the Act.
Item 7. Exemption From Registration Claimed
Not applicable.
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Item 8. Exhibits
Exhibit Number Description of Exhibit
5 The Registrant undertakes that it has
submitted or will submit the Plan and
any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely
manner and has made or will make all
changes required by the IRS in order to
qualify the Plans under the Employee
Retirement Income Security Act of 1974,
as amended.
23 Consent of Coopers & Lybrand L.L.P.
Item 9. Undertakings
A. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low or
high and of the estimated maximum offering range
may be reflected i the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
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Form S-8, or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registrations
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.
(3) To remove from Registration by means of a post-
effective amendment any of the securities offered
hereby which remain unsold at the termination of the
Offering.
B. 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
Securities Exchange Act of 1934 (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 the 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.
C. Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions 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 Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant
in the 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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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 requirements for filing on Form S-8 and has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State
of Alabama, on March 27, 1997.
CITATION CORPORATION
BY: /s/ T. Morris Hackney
T. Morris Hackney
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------------------- --------------------- --------------
/s/ T. Morris Hackney Chairman of the Board, March 27, 1997
--------------------- President and Chief
T. Morris Hackney Executive Officer
*
_____________________ Executive Vice President March 27, 1997
R. Conner Warren and Director
*
_____________________ Director March 27, 1997
Hugh G. Weeks
*
_____________________ Director March 27, 1997
A. Derrill Crowe
*
_____________________ Director March 27, 1997
William W. Featheringill
*
_____________________ Director March 27, 1997
Frank B. Kelso, II
*
_____________________ Director March 27, 1997
Van L. Richey
*By: /s/ T. Morris Hackney
T. Morris Hackney
Chairman of the Board, President
and Chief Executive Officer
7
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Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized on March 27, 1997.
Mansfield Foundry Corporation
401(k) Retirement Plan, HTC
Acquisition Corporation 401(k)
Retirement Plan, TSC Acquisition
Corporation 401(k) Retirement Plan,
TSC Acquisition Corporation
Independent Machinist Union 401(k)
Retirement Plan, TSC Acquisition
Corporation International
Association of Machinists and
Aerospace Workers 401(k) Retirement
Plan, Southern Aluminum Castings
Company 401(k) Retirement Plan.
BY: ______________________________
Patty Ashbaugh
Assistant Vice President and
Trust Officer
Bankers Trust of DesMoines,
Iowa
8
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INDEX TO EXHIBITS
Exhibit No. Document
------------ --------------------------------------------
5 The Registrant undertakes that it has
submitted or will submit the Plan and any
amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and
has made or will make all changes required by
the IRS in order to qualify the Plans under
the Employee Retirement Income Security Act
of 1974, as amended.
23 Consent of Coopers & Lybrand L.L.P.
9
EXHIBIT 23
Consent of Independent Accountants
We consent to the incorporation by reference in this registration
statement of Citation Corporation and subsidiaries on Form S-8 of
our report dated November 19, 1996, on our audits of the
consolidated financial statements of Citation Corporation and
subsidiaries as of September 29, 1996 and October 1, 1995, and for
the years ended September 29, 1996, October 1, 1995, and October 2,
1994, which report is included in the Annual Report on Form 10-K
for the fiscal year ended September 29, 1996.
We consent to the incorporation by reference in this registration
statement of Citation Corporation and subsidiaries on Form S-8 of
our report dated November 13, 1995, on our audits of the
consolidated financial statements of Citation Corporation and
subsidiaries as of October 1, 1995 and October 2, 1994, and for the
years ended October 1, 1995, October 2, 1994 and October 3, 1993,
which report is included in the Annual Report on Form 10-K for the
fiscal year ended October 1, 1995.
We consent to the incorporation by reference in this registration
statement of Citation Corporation and subsidiaries on Form S-8 of
our report dated August 1, 1995, on our audits of the consolidated
financial statements of Citation Corporation and subsidiaries as of
July 2, 1995, October 2, 1994, and October 3, 1993, and for the
nine-month period ended July 2, 1995 and the years ended October 2,
1994, October 3, 1993 and September 27, 1992, which report is
included in the Form S-3 (File No. 33-95428).
We consent to the incorporation by reference in this registration
statement of Citation Corporation on Form S-8 of our report dated
December 13, 1993, except for Notes 6 and 13, as to which the dates
are May 13, 1994 and July 1, 1994, respectively, on our audits of
the financial statements of Citation Corporation as of October 3,
1993 and September 27, 1992, and for the years ended October 3,
1993, September 27, 1992, and September 29, 1991, which report is
included in the Form S-1 (File No. 33-79804).
Birmingham, Alabama
March 27, 1997
