<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CITATION CORPORATION.
------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
-------------------------------------------------------------
(Title of Class of Securities)
172895104
------------------
(CUSIP Number)
JAMES J. CONNORS, II, ESQ.
KELSO & COMPANY
320 PARK AVENUE
NEW YORK, NY 10022
(212) 751-3939
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 24, 1999
-------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
FRANK T. NICKELL
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
[_]
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
KELSO INVESTMENT ASSOCIATES VI, L.P.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-400-3575
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
[_]
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES E
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
KEP VI, LLC
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-400-3577
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
[_]
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
KELSO GP VI, LLC
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-400-3562
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
[_]
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
RSJ ACQUISITION CO.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
MICHAEL B. GOLDBERG
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
GEORGE E. MATELICH
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
FRANK K. BYNUM, JR.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
THOMAS R. WALL, IV
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
DAVID I. WAHRHAFTIG
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
PHILIP E. BERNEY
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 SHARES
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,350,040 SHARES
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 SHARES
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 SHARES
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,350,040 SHARES
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is filed with respect to the common
stock, par value $0.01 per share (the "Common Stock"), of Citation Corporation,
a Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 2 Office Park Circle, Suite 204, Birmingham, Alabama,
35223.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed jointly by RSJ
Acquisition Co., a Delaware corporation ("Newco"); Kelso Investment Associates
VI, L.P., a Delaware limited partnership ("KIA VI"); KEP VI, LLC, a Delaware
limited liability company, ("KEP VI", and, together with KIA VI, the "Limited
Partnerships"); Kelso GP VI, LLC, a Delaware limited liability company and the
general partner of KIA VI ("KGP VI"); and Frank T. Nickell, President and Chief
Executive Officer and a managing member of each of KGP VI and KEP VI, Michael D.
Goldberg, George E. Matelich, Frank K. Bynum, Jr., Thomas R. Wall, IV, David I.
Wahrhaftig and Philip E. Berney, each of whom is a managing member of each of
KGP VI and KEP VI (collectively, the "Managing Members" and, together with
Newco, the Limited Partnerships and KGP VI, the "Reporting Persons"). The
Managing Members disclaim beneficial ownership of the securities reported
herein.
The Limited Partnerships are private investment vehicles formed for
the purpose of investing in transactions arranged by Kelso & Company, a private
investment firm specializing in acquisition transactions ("Kelso"). Newco was
formed by Kelso to effect the proposed transactions described in Item 4 below
and has not engaged in any activities other than those incident to its
incorporation and such proposed transactions. The principal business address of
each of the Reporting Persons is c/o Kelso & Company, 320 Park Avenue, 24/th/
Floor, New York, NY 10022. The present principal occupation of each of the
Managing Members is as follows: Mr. Nickell is President of Kelso and each of
Mr. Goldberg, Mr. Matelich, Mr. Bynum, Mr. Wall, Mr. Wahrhaftig and Mr. Berney
is a Managing Director of Kelso. Each of the Managing Members is a citizen of
the United States. James J. Connors, II is currently the sole director and
executive officer of Newco. Mr. Connors' principal occupation is Vice President
and General Counsel of Kelso and his business address is c/o Kelso & Company,
320 Park Avenue, 24/th/ Floor, New York, NY 10022.
During the last five years, none of the Reporting Persons or Mr.
Connors has been (i) convicted in a criminal proceeding (excluding traffic
-
violations and similar misdemeanors), or (ii) a party to a civil proceeding of a
--
judicial or administrative body of
12
<PAGE>
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 hereof, Newco and the stockholders
listed on Schedule A hereto (the "Stockholders") have entered into the Voting
Agreement (as such term is defined in Item 4) with respect to the Merger (as
such term is defined in Item 4).
The Stockholders entered into the Voting Agreement to induce Newco to
enter into the Merger Agreement (as such term is defined in Item 4). As such, no
funds were expended by any of the Reporting Persons in connection with the
Voting Agreement.
ITEM 4. PURPOSE OF THE TRANSACTION.
On June 24, 1999, Newco and the Company entered into an Agreement and Plan
of Merger and Recapitalization (the "Merger Agreement") providing for the Merger
of Newco with and into the Company (the "Merger"), whereupon the separate
existence of Newco will cease and the Company will continue as the surviving
corporation (the "Surviving Corporation").
At the effective time of the Merger (the "Effective Time"), each share of
Common Stock issued and outstanding immediately prior to the Effective Time
(other than (i) shares of Common Stock owned, directly or indirectly, by the
Company or any subsidiary of the Company or by Newco and (ii) shares of Common
Stock subject to dissenters' rights) will be converted into either (A) $18.10 in
cash or (B) a combination of common stock of the Surviving Corporation and cash
equal to $18.10, provided that the existing holders of Common Stock will be
required to retain 7% of the common stock of the Surviving Corporation in the
aggregate. Under the Merger Agreement, Newco has the right to restructure the
Merger as an all-cash transaction if it determines it can report the transaction
as a recapitalization for financial accounting purposes without requiring the
stockholders of the company to retain such a stake in the surviving corporation.
If Newco exercises this right, each such share of Common Stock will be converted
into $18.10 in cash.
The obligations of the parties to the Merger Agreement to effect the
Merger are subject to certain conditions, and prior to the Effective Time Newco
or the Company may terminate the Merger Agreement under certain conditions, in
each case as set forth in the Merger Agreement.
Because approval of the Company's stockholders is required by
applicable law in order to consummate the Merger, the Company will submit the
Merger to its stockholders for approval. In anticipation of this requirement,
concurrently with and as a further condition to the execution and delivery of
the Merger Agreement, Newco and the
13
<PAGE>
Stockholders entered into a Voting Agreement dated as of June 24, 1999 (the
"Voting Agreement"). Pursuant to the Voting Agreement, the Stockholders have
agreed to vote 29.9% of the Common Stock issued and outstanding as of May 31,
1999 (the "Shares") in favor of the Merger. If the Merger Agreement is
terminated in accordance with its terms, the covenants and agreements in the
Voting Agreement with respect to the Shares will also terminate at such time.
Subject to the foregoing and to certain exceptions and conditions, the
Stockholders have agreed pursuant to the Voting Agreement to vote, and have
appointed Newco, James J. Connors, II and Frank Loverro as their irrevocable
proxy to vote, the Shares in favor of the Merger and of certain related
agreements and actions and against certain other enumerated actions or
agreements. Subject to the terms and conditions of the Voting Agreement, all of
the Stockholders have also agreed to refrain from soliciting or responding to
certain inquiries or proposals regarding the Company, to restrictions on
transfer of the Shares, to waive any rights of appraisal available in the Merger
with respect to the Shares and to take or refrain from taking certain other
actions.
At the Effective Time, (i) the certificate of incorporation and the
bylaws of the Company, as in effect immediately prior to the Effective Time,
shall remain the certificate of incorporation and bylaws, respectively, of the
Surviving Corporation, (ii) the members of the board of directors of Newco at
the Effective Time shall become the directors of the Surviving Corporation and
(iii) the officers of the Company at the Effective Time shall remain the
officers of the Surviving Corporation.
If consummated, the Merger will result in Newco and its affiliates
becoming the controlling stockholders of the Company. If the Merger is
consummated, certain shares of the Surviving Corporation will continue to be (i)
listed on the NASDAQ National Market System and (ii) registered under the
Exchange Act, provided that, Newco does not exercise its options, described
above in this Item 4, to eliminate the requirement that the Company's
stockholders retain 7% of the Surviving Corporation. If Newco exercises such
right, no shares of the Surviving Corporation will be so listed or so
registered.
The preceding summary of certain provisions of the Merger Agreement
and the Voting Agreement is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements, copies of which are
either incorporated herein by reference or filed as Exhibit hereto.
Other than as described above, none of the Reporting Persons has any
plans or proposals that relate to or would result in any of the actions
described in this Item 4 (although subject to the provisions of the Merger
Agreement, they reserve the right to develop such plans).
14
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). As of June 24, 1999, Newco owned no shares of Common
Stock.
However, as of June 24, 1999, under the definition of "beneficial
ownership" as set forth in Rule 13d-3 under the Securities and Exchange Act of
1934, as amended, Newco may be deemed to have beneficially owned the Shares
subject to the Voting Agreement, constituting in the aggregate approximately
29.9% of the outstanding shares of Common Stock (based on the number of shares
of Common Stock represented by the Company in the Merger Agreement as
outstanding as of May 31, 1999).
Newco is a subsidiary owned entirely by the Limited Partnerships and
therefore, KIA VI, by the action of its general partner, KGP VI, LLC and KEP VI,
by the action of any of the Managing Members, have the shared power to direct
the voting and disposition of the Shares. Each General Partner disclaims
beneficial ownership of the Shares.
(c) Except as set forth in this Item 5, to the best knowledge of each
Reporting Person, none of the Reporting Persons and no other person described in
Item 2 hereof has beneficial ownership of, or has engaged in any transaction
during the past 60 days in, any shares of Common Stock.
(d) None of the Reporting Persons, to the best knowledge of each
Reporting Person, has the right to receive or to the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth in this Statement, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities of
the Company, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, or a pledge or contingency, the occurrence of which would give
another person voting power over the securities of the Company.
15
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of June 24, 1999, between RSJ
Acquisition Co. and Citation Corporation (incorporated herein by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K, dated July 1,
1999).
2. Voting Agreement, dated as of June 24, 1999, among RSJ Acquisition Co. and
the Stockholders.
3. Joint Filing Agreement, among each of the Reporting Persons, dated July 6,
1999.
4. Powers of Attorney.
16
<PAGE>
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: July 6, 1999
KELSO INVESTMENT ASSOCIATES V, L.P.
By: Kelso GP VI, LLC, its
General Partner
By: *
-----------------------------------
KEP VI, LLC
By: *
-----------------------------------
KELSO GP VI, LLC
By: *
----------------------------------
RSJ ACQUISITION CO.
/s/ James J. Connors, II.
--------------------------------------
By: James J. Connors, II.
*
--------------------------------------
Frank T. Nickell
<PAGE>
*
--------------------------------------
Michael B. Goldberg
*
--------------------------------------
George E. Matelich
*
--------------------------------------
Frank K. Bynum, Jr.
*
--------------------------------------
Thomas R. Wall, IV
*
--------------------------------------
David I. Wahrhaftig
*
--------------------------------------
Philip E. Berney
* By: /s/ James J. Connors, II
James J. Connors, II
Attorney-in-Fact
<PAGE>
Schedule A
----------
<TABLE>
<CAPTION>
Stockholder name and address: Shares
- ---------------------------------------------------------------------------------
<S> <C>
Wilmington Trust Company, as Trustee 1,009,840
of the Morris Hackney Irrevocable Trust dated June 1, 1999
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attn: Daryl Gebhart
- ---------------------------------------------------------------------------------
Hackney One Investments, LLC, a Delaware limited liability company 3,299,634
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: T. Morris Hackney
- ---------------------------------------------------------------------------------
Hackney Two Investments, LLC, a Delaware limited liability company 160,000
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: T. Morris Hackney
- ---------------------------------------------------------------------------------
Hackney Three Investments, LLC, a Delaware limited liability company 160,000
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: T. Morris Hackney
- ---------------------------------------------------------------------------------
The Hackney Foundation, an Alabama nonprofit corporation 338,000
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: Brenda M. Hackney
- ---------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------
<S> <C>
Wilmington Trust Company, as Trustee 364,166
of the Brenda M. Hackney Irrevocable Trust dated June 1, 1999
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attn: Daryl Gebhart
- ---------------------------------------------------------------------------------
Brenda M. Hackney, as Trustee of Declaration of Trust dated 9,200
October 2, 1994 f/b/o Thomas Mitchell Hackney
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
- ---------------------------------------------------------------------------------
Brenda M. Hackney, as Trustee of Declaration of Trust dated 9,200
October 2, 1994 f/b/o Anne Morris Hackney
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
- ---------------------------------------------------------------------------------
TOTAL 5,350,040
- ---------------------------------------------------------------------------------
</TABLE>
<PAGE>
INDEX OF EXHIBITS
1. Agreement and Plan of Merger, dated as of June 24, 1999, between RSJ
Acquisition Co. and Citation Corporation (incorporated herein by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K, dated July 1,
1999).
2. Voting Agreement, dated as of June 24, 1999, among RSJ Acquisition Co. and
certain stockholders of Citation Corporation.
3. Joint Filing Agreement, among each of the Reporting Persons, dated July 6,
1999.
4. Powers of Attorney.
<PAGE>
VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 24, 1999, among RSJ Acquisition Co., a
Delaware corporation ("Merger Co."), and the individuals and other parties
listed on Schedule A attached hereto (each a "Stockholder" and, collectively,
the "Stockholders").
WHEREAS, concurrently herewith Merger Co. and Citation Corporation, a
Delaware corporation (the "Company"), are entering into an Agreement and Plan of
Merger and Recapitalization of even date herewith (as such agreement may be
amended from time to time, the "Merger Agreement"; capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to them
in the Merger Agreement) pursuant to which Merger Co. will be merged with and
into the Company (the "Merger"); and
WHEREAS, Merger Co. has required, as a condition to its entering into the
Merger Agreement, that each Stockholder enter into, and each such Stockholder
has agreed to enter into, this Agreement.
NOW, THEREFORE, to induce Merger Co. to enter into, and in consideration of
its entering into, the Merger Agreement, and in consideration of the premises
and the representations, warranties and covenants contained herein, the parties
agree as follows:
1. Representations and Warranties of Each Stockholder. Each Stockholder
--------------------------------------------------
hereby severally represents and warrants to Merger Co. as follows:
(a) Ownership of Shares. (i) Such Stockholder is either (A) the record
------------------- -
holder and beneficial owner of, (B) trustee of a trust that is the record
-
holder or beneficial owner of, and whose beneficiaries are the beneficial
owners (such trustee, a "Trustee") of, (C) executor of an estate that is the
-
record holder or beneficial owner of, and whose beneficiaries are the
beneficial owners (such executor, an "Executor") of, or (D) the beneficial
-
owner but not the record holder of, the number of shares of the common stock
of the Company, par value $.01 per share (the "Common Stock"), set forth
opposite such Stockholder's name on Schedule A hereto (the "Shares").
(ii) Such Stockholder has (A) sole power of disposition; (B) sole voting
- -
power and (C) sole power to demand appraisal rights, in each case with
-
respect to all of
<PAGE>
2
such Stockholder's Shares and with no restrictions on such rights, subject to
applicable federal securities laws and the terms of this Agreement.
(b) Power; Binding Agreement. Such Stockholder has all requisite legal
------------------------
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any other
agreement to which such Stockholder is a party or by which such Stockholder
is bound, including, without limitation, any trust agreement, will,
testamentary document, voting agreement, stockholders agreement, voting trust
or other agreement. This Agreement has been duly and validly authorized,
executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder, enforceable against such Stockholder
in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting or
relating to the enforcement of creditors' rights generally or by general
principles of equity. There is no beneficiary of or holder of a voting trust
certificate or other interest of any trust of which a Stockholder is Trustee
or any estate in respect of which a Stockholder is an Executor whose consent
is required for the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby. If such Stockholder is
married and such Stockholder's Shares constitute community property or
otherwise require spousal or other approval for this Agreement to be legal,
valid and binding, this Agreement has been duly authorized, executed and
delivered by, and constitutes a valid and binding agreement of, such
Stockholder's spouse, enforceable against such person in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting or relating to the
enforcement of creditors' rights generally or by general principles of
equity.
(c) No Conflicts. Except for filings under the Hart-Scott-Rodino
------------
Antitrust Improvements Act of 1976, as amended, if applicable (i) no filing
-
with, and no permit, authorization, consent or approval of, any state or
federal public body or authority is necessary to be made or obtained by such
Stockholder for the execution of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby and
(ii) neither the execution and delivery of this Agreement by such Stockholder
--
nor the consummation by such Stockholder of the transactions contemplated
hereby nor compliance by such Stockholder with any of the provisions hereof
shall (A) conflict with or result in any breach of any applicable trust,
-
estate, or other organization documents applicable to such Stockholder, (B)
-
result in a violation or breach of, or constitute (with or without
<PAGE>
3
notice or lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, modification, prepayment or acceleration)
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which such
Stockholder is a party of by which such Stockholder or any of such
Stockholder's properties or assets may be bound or (C) violate any order,
-
writ, injunction, decree, judgment, statute, rule, regulation or governmental
permit or license (collectively, "Laws") applicable to such Stockholder or
any of such Stockholder's properties or assets.
(d) Absence of Liens. Except as set forth on Schedule B hereto, such
----------------
Stockholder's Shares and the certificates representing such Shares are now
and at all times during the term hereof will be held by such Stockholder, or
by a nominee or custodian for the benefit of such Stockholder, free and clear
of all liens, claims, security interests, proxies, voting trusts or
agreements, understandings, arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising hereunder.
Such Stockholder is not in default under any of the credit or other like
arrangements secured by the liens set forth on Schedule B hereto, and has no
reason to believe that any such default will occur prior to the Termination
Date.
(e) No Brokers. No broker, investment banker, financial adviser or other
----------
Person is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Stockholder.
(f) Review of Merger Agreement. Such Stockholder understands and
--------------------------
acknowledges that Merger Co. is entering into the Merger Agreement in
reliance upon such Stockholder's execution and delivery of this Agreement.
Such Stockholder has read the Merger Agreement carefully and fully
understands the terms and provisions thereof.
2. Agreement to Vote; Proxy.
------------------------
(a) Voting. Each Stockholder hereby severally agrees that, during the
------
time this Agreement is in effect, at any meeting of the stockholders of the
Company, however called, or in connection with any written consent of the
stockholders of the Company, such Stockholder shall vote (or cause to be voted)
the Shares of such Stockholder (i) in favor of the adoption of the Merger
-
Agreement and the approval of the terms thereof and
<PAGE>
4
each of the other actions contemplated by the Merger Agreement and this
Agreement and any actions required in furtherance hereof and thereof; (ii)
--
against any action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or this Agreement; and (iii) except as specifically
---
requested in writing by Merger Co. in advance, against the following actions
(other than the Merger and the transactions contemplated by the Merger
Agreement): (A) any extraordinary corporate transaction, such as a merger,
-
consolidation or other business combination involving the Company or its
subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
-
the Company or its subsidiaries or a reorganization, recapitalization,
dissolution, liquidation or winding up of the Company or any of its
subsidiaries; (C) any change in the majority of the board of directors of the
-
Company; (D) any material change in the present capitalization of the Company or
-
any amendment of the Company's Certificate of Incorporation; (E) any other
-
material change in the Company's corporate structure or business; and (F) any
-
other action which is intended or would reasonably be expected to impede,
interfere with, delay, postpone, discourage or materially adversely affect the
Merger, the transactions contemplated by the Merger Agreement or this Agreement
or the contemplated economic benefits of any of the foregoing. Such Stockholder
shall not enter into any agreement or understanding with any Person prior to the
Termination Date (as defined in Section 7) to vote in any manner inconsistent
with clause (i), (ii) or (iii) of the preceding sentence.
(b) PROXY. EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS EACH OF MERGER
-----
CO. AND EACH OF JAMES J. CONNORS, II AND FRANK LOVERRO IN THEIR RESPECTIVE
CAPACITIES AS OFFICERS OF MERGER CO., AND ANY INDIVIDUAL WHO SHALL HEREAFTER
SUCCEED TO ANY SUCH OFFICE OF MERGER CO., AND ANY OTHER DESIGNEE OF MERGER CO.,
AS SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS
INDICATED IN SECTION 2(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY TO BE
IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL
TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY
TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY
GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SHARES.
NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT
ANY FURTHER ACTION ON THE
<PAGE>
5
PART OF ANY STOCKHOLDER OR MERGER CO. ON THE TERMINATION DATE.
(c) Stockholder Capacity. (i) No Person executing this Agreement who is,
--------------------
or becomes during the term hereof, a director or officer of the Company makes
any agreement or understanding herein in his or her capacity as such director or
officer, and the agreements set forth herein shall in no way restrict any
director or officer in the exercise of his or her fiduciary duties as a director
or officer of the Company. Each Stockholder signs solely in his or her capacity
as the record and beneficial owner of such Stockholder's Shares or as a Trustee
or Executor, in each case whose beneficiaries are the beneficial owners of such
Stockholder's Shares.
(ii) Merger Co. acknowledges that no individual who has an ownership
interest in any of the Stockholders or who is an officer, director, employee,
trustee, executor, beneficiary or member of any of the Stockholders or any of
the partners of any of the Stockholders is making any agreement or understanding
herein in his or her capacity as a director or officer of the Company and that
each of the Stockholders signs solely in its capacity as the record holder and
beneficial owner of such Stockholder's Shares or as Trustee or Executor, in each
case whose beneficiaries are the beneficial owners of such Stockholder's Shares,
and nothing herein shall limit or affect any actions taken by any individual who
has an ownership interest in any of the Stockholders or who is an officer,
director, employee, trustee, executor, beneficiary or member of any of the
Stockholders or any of the partners of any of the Stockholders in his or her
capacity as a director or officer of the Company.
3. Certain Covenants of Stockholders. Except in accordance with the
---------------------------------
terms of this Agreement, each Stockholder hereby severally covenants and agrees
as follows:
(a) No Solicitation. Such Stockholder has read and fully understands
---------------
Section 4.04 of the Merger Agreement and agrees to abide by all of the
provisions thereof applicable to such Stockholder. Without limiting the
generality of the foregoing, no Stockholder shall, directly or indirectly
(including through advisors, agents or other intermediaries), initiate, solicit,
negotiate, encourage, provide confidential information or take any other action
to facilitate any proposal or offer by any Person that constitutes or could
reasonably be expected to lead to a Company Takeover Proposal.
(b) Restriction on Transfer, Proxies and Non-Interference; Restriction on
---------------------------------------------------------------------
Withdrawal. No Stockholder shall, directly or indirectly: (i) except pursuant
- ---------- -
to the terms of the Merger Agreement and this Agreement, and except for gifts to
family members
<PAGE>
6
who either are signatories to this Agreement or who, upon such gift, become
signatories to this Agreement, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of (collectively, "Disposition"), enforce
or permit the execution of the provisions of any agreement with the Company
whereby the Company may be obligated to repurchase, or enter into any other
contract, option or other arrangement or understanding with respect to, or
otherwise consent to the Disposition of any or all of such Stockholder's Shares
or any interest therein; (ii) except as contemplated hereby, grant any proxies
--
or powers of attorney, deposit any Shares into a voting trust or enter into a
voting agreement with respect to any Shares; or (iii) take any action that would
---
make any representation or warranty of such Stockholder contained herein untrue
or incorrect or have the effect of preventing or disabling such Stockholder from
performing such Stockholder's obligations under this Agreement.
(c) Waiver of Appraisal Rights. Each Stockholder hereby waives any
--------------------------
appraisal rights that such Stockholder may have in connection with the Merger.
Each Trustee and Executor represents that no beneficiary who is a beneficial
owner of Shares under any trust or estate for which such Stockholder acts as
Trustee or Executor, respectively, has any appraisal rights which have not been
so waived.
(d) No Termination or Closure of Trusts and Estates. Each Stockholder who
-----------------------------------------------
is a Trustee or Executor shall not take any action to terminate, close or
liquidate any such trust or estate and shall take all steps necessary to
maintain the existence thereof at least until the first to occur of (i) the
-
Effective Time and (ii) the Termination Date, in each case unless, in connection
--
therewith, the Shares held by any trust or estate which are presently subject to
the terms of this Agreement are transferred upon termination to one or more
Stockholders and remain subject in all respects to the terms of this Agreement,
or other Persons or entities who upon receipt of such Shares become parties to,
and agree to be bound by the terms and conditions of, this Agreement.
(e) Additional Shares. In the event that any of the banks listed on
-----------------
Schedule B hereto enforces its rights under any of the applicable security
agreements listed on such Schedule such that such Stockholder ceases to have the
sole power of disposition and the sole voting power with respect to any of the
Shares subject to such security agreement, such Stockholder shall use its best
efforts to cause additional shares of Common Stock owned by such Stockholder to
become subject to this Voting Agreement such that, after giving effect to such
action, the aggregate number of shares of Common Stock owned by such Stockholder
and subject to this Voting Agreement represents 29.99% of the issued and
outstanding Common Stock on a fully diluted basis.
<PAGE>
7
4. Further Assurances. From time to time, at any party's request and
------------------
without further consideration, each other party shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
5. Certain Events. Each Stockholder agrees that this Agreement and the
--------------
obligations hereunder shall attach to such Stockholder's Shares and, subject to
the rights of the lien holders listed on Schedule B hereto upon a default under
any of the applicable security agreements listed on such Schedule, shall be
binding upon any Person to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise, including, without
limitation, such Stockholder's heirs, guardians, administrators or successors or
as a result of any divorce.
6. Stop Transfer. Each Stockholder agrees with, and covenants to, Merger
-------------
Co. that such Stockholder shall not request that the Company register the
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Stockholder's Shares, unless such transfer is made in
compliance with this Agreement. Each Stockholder agrees, with respect to any
Shares in certificated form, that such Stockholder will tender to the Company,
within ten business days after the date hereof, the certificates representing
such Shares and the Company will inscribe upon such certificates the following
legend: "The shares of Common Stock, par value $.0l per share, of Citation
Corporation, Inc. (the "Company") represented by this certificate are subject to
a Voting Agreement dated as of June 24, 1999, and may not be sold or otherwise
transferred, except in accordance therewith. Copies of such Agreement may be
obtained at the principal executive offices of the Company." Each Stockholder
agrees that within ten business days after the date hereof, such Stockholder
will no longer hold any Shares, whether certificated or uncertificated, in
"street name" or in the name of any nominee.
7. Termination. This Agreement shall terminate upon the earlier of (a)
----------- -
the termination of the Merger Agreement for any reason (provided that any
Termination Fee and Expenses which are then due and owing to Merger Co. (or its
designee) under the terms of the Merger Agreement have been paid) or (b) the
-
Effective Time. The date of termination of this Agreement is referred to herein
as the "Termination Date".
8. Releases. Effective from and after the Effective Time, each
--------
Stockholder hereby irrevocably waives and releases all known and unknown claims
it may have
<PAGE>
8
against the Company, its subsidiaries, Merger Co. and any present and former
directors, officers, agents and employees of the Company, its subsidiaries and
Merger Co. from any and all actions, claims, causes of action or liabilities of
any nature, in law or equity, known or unknown, and whether or not heretofore
asserted, which such Stockholder ever had, now has or hereafter can, shall or
may have against any of the foregoing for, upon or by reason of any matter,
cause or thing whatsoever from the formation of the Company and each subsidiary
of the Company to the Effective Time, other than with respect to (i) any rights
-
to indemnification or advancement of expenses from the Company or any subsidiary
of the Company, (ii) any compensation or benefits which such Stockholder is
--
entitled to receive pursuant to any employment agreement or similar agreement
with, or benefit plan of, the Company or any subsidiary of the Company and (iii)
---
as provided in Section 5.05 of the Merger Agreement.
9. Miscellaneous.
-------------
(a) Entire Agreement; Assignment. This Agreement (i) constitutes the
---------------------------- -
entire agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof and (ii) shall not
--
be assigned by operation of law or otherwise without the prior written consent
of (A) in the case of an assignment by a Stockholder, Merger Co. and (B) in the
case of an assignment by Merger Co. under any circumstance, provided that Merger
Co. may in its sole discretion assign its rights and obligations hereunder to
any of its direct or indirect wholly-owned subsidiaries.
(b) Amendments. This Agreement may not be modified, amended, altered or
----------
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto; provided, however, that Schedule A may be
-------- -------
supplemented by Merger Co. without the agreement of any other party, by adding
the name and other relevant information concerning any stockholder of the
Company who agrees to be bound by the terms of this Agreement, and thereafter
such added stockholder shall be treated as a "Stockholder" for all purposes of
this Agreement.
(c) Notices. All notices and other communications under this Agreement
-------
shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person, facsimile, telex or other standard
form of telecommunications, by courier service, or by registered or certified
mail, postage prepaid, return receipt requested, addressed
<PAGE>
9
If to Merger Co., to:
c/o Kelso & Company
320 Park Avenue - 24th Floor
New York, NY 10022
Attn: James J. Connors, II, Esq.
With a copy to:
Debevoise & Plimpton
875 Third Avenue
New York New York 10022
Facsimile No.: (212) 909-6836
Attention: Richard D. Bohm, Esq.
If to a Stockholder, to such Stockholder's address or facsimile number set
forth in Schedule A hereto,
or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
(d) Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Delaware without giving effect to the
conflicts of laws principles thereof.
(e) Enforcement. The parties agree that irreparable damage would occur in
-----------
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to seek an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement.
(f) Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original, but all of which
when taken together shall constitute one and the same Agreement.
(g) Descriptive Headings. The descriptive headings used herein are
--------------------
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
<PAGE>
10
(h) Severability. Whenever possible, each provision or portion of any
------------
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(i) Definitions; Construction. For purposes of this Agreement:
-------------------------
(i) "beneficially own" or "beneficial ownership" with respect to any
-
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant
to any agreement, arrangement or understanding, whether or not in writing.
Without duplicative counting of the same securities by the same holder,
securities beneficially owned by a Person shall include securities
beneficially owned by all other Persons with whom such Person would
constitute a "group" as described in Section 13(d)(3) of the Exchange Act.
(ii) "Person" shall mean an individual, corporation, partnership, limited
--
liability company, joint venture, association, trust, unincorporated
organization or other entity.
(iii) In the event of a stock dividend or distribution, or any change in
---
the Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term
"Shares" shall be deemed to refer to and include the Shares as well as all
such stock dividends and distributions and any shares into which or for which
any or all of the Shares may be changed or exchanged.
<PAGE>
IN WITNESS WHEREOF, Merger Co. and each Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
RSJ ACQUISITION CO.
By: /s/ James J. Connors, II
------------------------
Wilmington Trust Company, as Trustee
of the Morris Hackney Irrevocable Trust
dated June 1, 1999
By: /s/ Daryl E. Gebhart
--------------------
Its: Vice President
Hackney One Investments, LLC
a Delaware limited liability company
By: /s/ T. Morris Hackney
---------------------
T. Morris Hackney
Its Manager
Hackney Two Investments, LLC
a Delaware limited liability company
By: /s/ T. Morris Hackney
---------------------
T. Morris Hackney
Its Manager
<PAGE>
Hackney Three Investments, LLC
a Delaware limited liability company
By: /s/ T. Morris Hackney
---------------------
T. Morris Hackney
Its Manager
The Hackney Foundation
an Alabama nonprofit corporation
By:/s/ Brenda M. Hackney
---------------------
Brenda M. Hackney
Its President
Wilmington Trust Company, as Trustee
of the Brenda M. Hackney Irrevocable Trust dated June
1, 1999
By: /s/ Daryl E. Gebhart
--------------------
Its Vice President
/s/ Brenda M. Hackney
---------------------
Brenda M. Hackney, as Trustee of Declaration of
Trust dated October 2, 1994 for the benefit of
Thomas Mitchell Hackney
/s/ Brenda M. Hackney
---------------------
Brenda M. Hackney, as Trustee of Declaration of
Trust dated October 2, 1994 for the benefit of
Anne Morris Hackney
<PAGE>
Schedule A
<TABLE>
<CAPTION>
Stockholder name and address: Shares
- --------------------------------------------------------------------------------
<S> <C>
Wilmington Trust Company, as Trustee 1,009,840*
* see Schedule B
of the Morris Hackney Irrevocable Trust dated June 1, 1999
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attn: Daryl Gebhart
- --------------------------------------------------------------------------------
Hackney One Investments, LLC, a Delaware limited liability company 3,299,634
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: T. Morris Hackney
- --------------------------------------------------------------------------------
Hackney Two Investments, LLC, a Delaware limited liability company 160,000
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: T. Morris Hackney
- --------------------------------------------------------------------------------
Hackney Three Investments, LLC, a Delaware limited liability company
160,000
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: T. Morris Hackney
- --------------------------------------------------------------------------------
The Hackney Foundation, an Alabama nonprofit corporation 338,000
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
Attn: Brenda M. Hackney
- --------------------------------------------------------------------------------
</TABLE>
_________________
* see Schedule B
<PAGE>
2
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
Wilmington Trust Company, as Trustee 364,166
of the Brenda M. Hackney Irrevocable Trust dated June 1, 1999
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attn: Daryl Gebhart
- --------------------------------------------------------------------------------
Brenda M. Hackney, as Trustee of Declaration of Trust dated 9,200
October 2, 1994 f/b/o Thomas Mitchell Hackney
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
- --------------------------------------------------------------------------------
Brenda M. Hackney, as Trustee of Declaration of Trust dated 9,200
October 2, 1994 f/b/o Anne Morris Hackney
2 Office Park Circle, Suite One
Birmingham, Alabama 35223
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL 5,350,040
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
Schedule B
An aggregate of 1,009,840 of the Shares are subject to security agreements:
700,000 shares pledged to Colonial Bank
300,000 shares pledged to National Bank of Commerce
9,840 shares pledged to AmSouth Bank
Notwithstanding such security agreements, such Stockholder has the power and
authority to execute and deliver this Agreement and, in the absence of a default
under any such security agreement, has the sole power of disposition and sole
voting power with respect to all such Shares.
<PAGE>
Exhibit 3
JOINT FILING AGREEMENT
----------------------
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned agree that the Statement on Schedule
13D to which this exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
Dated: July 6, 1999
KELSO INVESTMENT ASSOCIATES VI, L.P.
By: Kelso GP VI, LLC, its
General Partner
By: *
--------------------------------
KEP VI, LLC
By: *
--------------------------------
KELSO GP VI, LLC
By: *
--------------------------------
RSJ ACQUISITION CO.
/s/ James J. Connors, II.
--------------------------------------
By: James J. Connors, II.
*
--------------------------------------
Frank T. Nickell
<PAGE>
*
--------------------------------------
George E. Matelich
*
--------------------------------------
Thomas R. Wall, IV
*
--------------------------------------
Frank K. Bynum, Jr.
*
--------------------------------------
Michael B. Goldberg
*
--------------------------------------
David I. Wahrhaftig
*
--------------------------------------
Philip E. Berney
* By: /s/ James J. Connors, II
James J. Connors, II
Attorney-in-Fact
2
<PAGE>
Exhibit 4
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Citation Corporation (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company
required to be filed in accordance with Section 13(d) of the Exchange Act
and the rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as an officer or managing member of Kelso GP VI, LLC
and/or KEP VI, LLC, and in and all other capacities pursuant to which
such Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 6th day of July, 1999.
/s/ Michael B. Goldberg
----------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Citation Corporation (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company
required to be filed in accordance with Section 13(d) of the Exchange Act
and the rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as an officer or managing member of Kelso GP VI, LLC
and/or KEP VI, LLC, and in and all other capacities pursuant to which
such Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned=s holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 6th day of July, 1999.
/s/ Frank T. Nickell
-----------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Citation Corporation (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company
required to be filed in accordance with Section 13(d) of the Exchange Act
and the rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as an officer or managing member of Kelso GP VI, LLC
and/or KEP VI, LLC, and in and all other capacities pursuant to which
such Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 6th day of July, 1999.
<PAGE>
/s/ George E. Matelich
---------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Citation Corporation (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company
required to be filed in accordance with Section 13(d) of the Exchange Act
and the rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as an officer or managing member of Kelso GP VI, LLC
and/or KEP VI, LLC, and in and all other capacities pursuant to which
such Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 6th day of July, 1999.
<PAGE>
/s/ Frank K. Bynum, Jr.
-----------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Citation Corporation (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company
required to be filed in accordance with Section 13(d) of the Exchange Act
and the rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as an officer or managing member of Kelso GP VI, LLC
and/or KEP VI, LLC, and in and all other capacities pursuant to which
such Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 6th day of July, 1999.
<PAGE>
/s/ Thomas R. Wall, IV
-----------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Citation Corporation (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company
required to be filed in accordance with Section 13(d) of the Exchange Act
and the rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as an officer or managing member of Kelso GP VI, LLC
and/or KEP VI, LLC, and in and all other capacities pursuant to which
such Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 6th day of July, 1999.
/s/ David I. Wahraftig
----------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to Citation Corporation (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company
required to be filed in accordance with Section 13(d) of the Exchange Act
and the rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as an officer or managing member of Kelso GP VI, LLC
and/or KEP VI, LLC, and in and all other capacities pursuant to which
such Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 6th day of July, 1999.
/s/ Philip E. Berney
---------------------------
