CITATION CORP /AL/
8-K, 1999-10-07
IRON & STEEL FOUNDRIES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 7, 1999


                              CITATION CORPORATION
             (Exact name of registrant as specified in its Charter)




        Delaware                      0-24492                    63-0828225
(State of Incorporation)      (Commission File Number)   (IRS Employer I.D. No.)



                        2 Office Park Circle, Suite 204
                           Birmingham, Alabama 35223
                    (Address of principal executive offices)


                                 (205) 871-5731
                        (Registrant's telephone number)
<PAGE>

ITEM 5.   OTHER EVENTS.

     On October 7, 1999, Citation Corporation (the "Registrant") issued a press
release, a copy of which is attached as Exhibit 99.1 to this Form 8-K and
incorporated herein by reference.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          Exhibit No.    Description
          ----------     -----------
             99.1        Press release dated October 7, 1999 issued by the
                         Registrant.



                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



Dated: October 7, 1999              /s/ Stanley B. Atkins
                                    -----------------------------------------
                                    Stanley B. Atkins
                                    Vice President and Secretary


<PAGE>

                                                                    EXHIBIT 99.1



BIRMINGHAM, Alabama -- Citation Corporation (Nasdaq: CAST) today announced that
it had convened and then adjourned its special meeting of stockholders until
October 22, 1999.  As described in the Company's October 6 news release, this
action is being taken in order to allow Citation and Kelso & Company to continue
their discussions concerning financing arrangements to be made by Kelso for the
acquisition of Citation and, if necessary, to disseminate updated or revised
proxy materials to stockholders.

The adjourned meeting will be reconvened on Friday, October 22, 1999, at 10:00
a.m., Central Time, at the offices of the Company in Birmingham, Alabama, unless
canceled by Citation prior to such time.  There can be no assurance that the
discussions described above will be completed in time to allow the meeting to go
forward On October 22, nor can there be any assurance that adequate financing
arrangements will be made or that the transaction will be completed.

Citation Corporation is a metal components supplier to capital and durable goods
industries. The Company currently operates 20 manufacturing divisions in 10
states and employs more than 7,000 employees.

Note: This press release contains certain forward-looking statements, which
Citation Corporation is making in reliance on the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that
all forward-looking statements involve risks and uncertainties. Actual results
could differ materially from those anticipated in the forward-looking statements
as a result of a number of factors, including, but not limited to, the
successful closing of the proposed transaction and risks associated with
acquisitions generally. Certain of these risks and uncertainties are described
in the Company's filings with the Securities and Exchange Commission.

Any offering of securities in connection with the merger will be made only by
means of a prospectus.

CONTACT: Citation Corp., Birmingham
         Stanley B. Atkins, 205/871-5731




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