UNITED STATES
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): July 15, 2004
METALLURG, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-42141 13-1661467
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1140 Avenue of the Americas
Suite 1800
New York, New York 10036
(Address of Principal Executive Offices)
(212) 835-0200
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
On July 15, 2004, Metallurg Holdings, Inc. (the "Company"), Metallurg,
Inc.'s ("Metallurg") parent company, did not make the $7.7 million semi-annual
interest payment due on such date in respect of its 12 3/4% Senior Discount
Notes due 2008 (the "Senior Discount Notes"). Under the terms of the indenture
governing the Senior Discount Notes, the Company's failure to make the interest
payment may be cured within 30 days. If such payment default is not cured within
the 30-day grace period, an event of default will occur in respect of the Senior
Discount Notes. If the Company is unable to make its interest payments when due,
this could lead to a foreclosure on all of the outstanding common stock of
Metallurg, Inc., which common stock has been pledged as collateral for the
Company's obligations under the Senior Discount Notes. If a foreclosure occurs,
this will result in a change of control of Metallurg. Such a change of control
would require Metallurg to make an offer to purchase all of its $100 million
aggregate principal amount 11% Senior Notes due 2007 (the "Senior Notes") under
the terms of the indenture governing the Senior Notes. Metallurg does not
anticipate having sufficient funds necessary to purchase all of the Senior
Notes. The failure to purchase any of the Senior Notes requested to be purchased
would result in a default under the Senior Notes. In addition, in the event that
the maturity of the Senior Notes is accelerated as a result of the failure of
Metallurg to purchase Senior Notes, an event of default will occur under
Metallurg's revolving credit facility with Fleet National Bank (the "Fleet
Credit Facility").
In addition, as previously announced, Metallurg has retained Compass
Advisers, LLP, as financial advisors, and Paul, Weiss, Rifkind, Wharton &
Garrison, LLP, as legal counsel, to assist Metallurg in analyzing and evaluating
possible transactions for the principal purposes of refinancing the Fleet Credit
Facility (which is scheduled to mature on October 29, 2004) and restructuring
its balance sheet. Metallurg is engaged in negotiations, which are at an
advanced stage with a potential lender, regarding a refinancing of the Fleet
Credit Facility. Metallurg neither expresses any opinion nor gives any
assurances whatsoever regarding whether, when, or on what terms it will be able
to refinance the Fleet Credit Facility or complete any broader restructuring of
its balance sheet. Management believes that the refinancing and restructuring of
the Fleet Credit Facility and balance sheet is essential to the long-term
viability of Metallurg. If Metallurg is not able to reach agreements that
favorably resolve the issues described in this filing, Metallurg likely will not
have adequate liquidity to enable it to make the interest payments required with
respect to its Senior Notes or to repay the Fleet Credit Facility. In such
event, Metallurg may have to resort to certain other measures to resolve its
liquidity issues, including ultimately seeking the protection afforded under the
United States Bankruptcy Code. Furthermore, any negotiated refinancing of the
Fleet Credit Facility or negotiated restructuring of Metallurg's balance sheet
may require that Metallurg seek the protection afforded under the reorganization
provisions of the United States Bankruptcy Code.
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Cautionary Statement Regarding Forward-Looking Statements
This filing on Form 8-K contains certain forward-looking statements for
purposes of the safe harbor provisions of The Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve risks and
uncertainties, including in particular those regarding Metallurg's ability to
meet its debt service obligations, to restructure its balance sheet and to
continue as a going concern and the possibility that lenders to the Company
could foreclose on Metallurg's common stock. Other factors that could cause or
contribute to such risks and uncertainties include, but are not limited to, the
ability of the Company to make the interest payments on its Senior Discount
Notes, Metallurg's ability to refinance the Fleet Credit Facility, make interest
payments on its Senior Notes, or complete a restructuring of its balance sheet
on favorable terms, if at all, changes in general economic and business
conditions, increased competition, reductions in customer demand, changes in
technology and methods of marketing, and various other factors beyond
Metallurg's control. These risks and uncertainties further include, but are not
limited to, such factors as are described in the reports filed from time to time
by Metallurg on Securities and Exchange Commission forms, including its most
recently filed reports on Form 8-K (dated March 23, 2004, April 14, 2004, May
26, 2004, June 1, 2004, June 16, 2004 and June 28, 2004), its Form 10-K for the
year ended December 31, 2003 and its Form 10-Q for the quarter ended March 31,
2004. Metallurg is not under, and expressly disclaims, any obligation to update
the information contained in this filing for any future events, including
changes in its cash balances or other events affecting Metallurg's liquidity or
financial position. New risk factors emerge from time to time and it is not
possible for Metallurg to predict all such risk factors, nor can Metallurg
assess the impact of all such risk factors on Metallurg's business or the extent
to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements. Given
these risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results.
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SIGNATURES
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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.
Metallurg, Inc.
By: /s/ Barry C. Nuss
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Name: Barry C. Nuss
Title: Senior Vice President &
Chief Financial Officer
Dated: July 15, 2004
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