As filed with the Securities and Exchange Commission on July 1, 1999.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 24, 1999
Citation Corporation
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-24492 63-0828225
- ------------------------------------------ --------------- ----------------
(State of Incorporation) Commission (I.R.S. Employer
File Number Identification No.)
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
- ------------------------------------------ --------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 871-5731
================================================================================
Item 5. Other Events.
On June 24, 1999, the registrant issued a press release announcing the
execution of a definitive agreement to merge with an affiliate of Kelso &
Company. A copy of the merger agreement and related press release are attached
as Exhibits 2.1 and 99.1, respectively, to this Form 8-K and incorporated herein
by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Document
---------- -----------------------
2.1 Agreement and Plan of Merger and Recapitalization,
dated June 29, 1999.
99.1 Press release dated June 24, 1999 issued by the
registrant.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated June 30, 1999
CITATION CORPORATION
By: /s/ Frederick F. Sommer
------------------------
Frederick F. Sommer
President and CEO
2