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): September 3, 1999
CITATION CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 0-24492 63-0828225
(State of Incorporation) (Commission File Number) (IRS Employer I.D. No.)
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
(Address of principal executive offices)
(205) 871-5731
(Registrant's telephone number)
ITEM 5. OTHER EVENTS.
On September 3, 1999, Citation Corporation (the "Registrant") and RSJ
Acquisition Co. entered into Amendment No. 1 to the Agreement and Plan of Merger
and Recapitalization dated as of June 24, 1999, between RSJ Acquisition Co. and
the Registrant (the "Merger Agreement"). On September 9, 1999, the Registrant
issued a press release announcing the execution of Amendment No. 1 to the Merger
Agreement. The Registrant also announced that the Registrant's definitive proxy
statement/prospectus regarding its proposed merger with RSJ Acquisition Co. had
been filed with the Securities and Exchange Commission and was being mailed to
all stockholders of record as of August 27, 1999, the record date for the
special meeting of stockholders to be held on October 7, 1999. A copy of
Amendment No. 1 to the Merger Agreement and the related press release are
attached as Exhibits 2.1 and 99.1, respectively, to this Form 8-K and are
incorporated herein by reference.
In connection with its offering of Senior Subordinated Notes as part of the
financing for the merger and recapitalization transactions, the Registrant has
provided certain pro forma unaudited financial information for the twelve-month
period ended August 29, 1999. Sales for such period were $821.8 million and pro
forma earnings before interest, taxes, depreciation and amortization (EBITDA)
were $96.99 million. Such information, which is subject to further review and
potential material adjustment, gives effect to the acquisitions by the
Registrant during such period of its Custom Products and Citation Marion
divisions, the disposition of its Oberdorfer division and the recapitalization
and merger and the related financings as if they had occurred on the first day
of the period presented. The unaudited pro forma consolidated financial
information, a copy of which is attached as Exhibit 99.2 to this Form 8-K,
differs somewhat from unaudited pro forma consolidated financial information
provided in the proxy statement/prospectus described above, because of recent
revisions to estimated interest rates.
The Senior Subordinated Notes referred to above are being offered in a
private placement pursuant to Rule 144A under the Securities Act of 1933, as
amended, and, if issued, may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following are filed as exhibits to this Current Report on Form 8-K:
Exhibit No. Description
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2.1 Amendment No. 1 to Agreement and Plan of Merger and
Recapitalization, dated as of September 3, 1999.
99.1 Press release dated September 9, 1999 issued by the Registrant.
99.2 Certain unaudited pro forma financial information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 17, 1999 /s/ Stanley B. Atkins
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STANLEY B. ATKINS
Vice President and Secretary