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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 6, 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)
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ITEM 5. OTHER EVENTS.
On October 6, 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
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99.1 Press release dated October 6, 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 6, 1999 /s/ Stanley B. Atkins
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Stanley B. Atkins
Vice President and Secretary
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EXHIBIT 99.1
BIRMINGHAM, Alabama -- Citation Corporation (Nasdaq: CAST) today announced that
it has been advised by Kelso & Company that an offering of $200 million in
senior subordinated notes of Citation, constituting part of the financing for
Kelso's proposed acquisition of Citation, was not completed on the terms
indicated in the June financing letter described below. Kelso and the lead
placement agent for the notes, Donaldson, Lufkin & Jenrette Securities
Corporation, cited as the primary reason the recent changes in the condition of
the U.S. high-yield bond markets.
In light of these developments, Citation believes that it will be necessary to
postpone the special meeting of stockholders, previously scheduled for Thursday,
October 7, to vote on approval of the transaction. Even though the Company has
received a sufficient number of proxies to approve the proposed merger, the
Company believes that a postponement is necessary in order to allow the Board of
Directors to consider possible financing arrangements by Kelso and, if
necessary, to disseminate updated or revised proxy materials to stockholders.
As previously announced, on June 24, 1999, Citation entered into a definitive
agreement to be acquired by RSJ Acquisition Co., a corporation formed by Kelso &
Company, for $18.10 cash per share for 95.6% of the outstanding shares, with the
remaining shares to be retained by stockholders. The merger agreement provides
that the receipt of financing is a condition to RSJ Acquisition Co.'s obligation
to close the merger. At the time of the execution of the merger agreement,
Citation and Kelso received financing letters relating to both the subordinated
notes, which were to be issued in a private placement under Rule 144A under the
Securities Act of 1933, and the proposed senior credit facility to be provided
by a syndicate of banks led by Chase Manhattan. Donaldson, Lufkin & Jenrette
indicated that it was highly confident of their ability to place the debt
securities on market terms. The Company and Kelso currently are negotiating the
definitive agreements for the $360 million senior credit facility, the principal
terms and conditions of which are described in the Company's definitive proxy
materials dated September 9, 1999.
Kelso & Company has informed Citation that it is exploring several financing
arrangements, and has requested the Company to consider certain alternatives to
the senior subordinated notes. The Company and its financial advisor, Bear,
Stearns & Co. Inc., are engaged in discussions with Kelso regarding the effect
of such alternatives on the proposed merger. Citation is also considering all
of its alternatives, including consideration of its rights and the obligations
of RSJ Acquisition Co. and Kelso & Company under the merger agreement.
Commenting on these developments, F. F. "Rick" Sommer, President and CEO of
Citation, stated that among the factors considered by the Board of Directors in
June when it approved the merger agreement were Kelso & Company's strong
business reputation for closing transactions similar to the merger, and the
receipt of the highly confident letter. "We are hopeful that the parties will be
able to find a solution that will allow us to move forward and complete the
merger with Kelso," he concluded. There is no 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.
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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
