8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 May 23, 1995 Commission File Number 1-6832 BIC CORPORATION (Exact name of registrant as specified in its charter) New York 06-0735597 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 500 BIC Drive, Milford, Connecticut 06460 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 783-2000 ------------------------------------------------------------------- Item 5. Other Events. On May 19, 1995, the Registrant's parent company, Societe BIC S.A., a French corporation, announced a proposal to acquire all the equity interest in the Registrant not currently owned by Societe BIC S.A. and members of the Bich family. Public shareholders of the Registrant would receive $36.50 per share in cash, or an aggregate of approximately $192 million for the 5,254,396 shares of the Registrant's common stock, $1.00 par value. The proposed acquisition price is equivalent to a premium of approximately 20% over the average closing price of the Registrant's common stock on the New York Stock Exchange over the 180 trading days ended May 18, 1995. The Registrant has outstanding 23,559,244 shares of common stock, of which Societe BIC S.A. and members of the Bich family own 18,304,848 shares, or approximately 78%. The offer is subject to approval of the Board of Directors of the Registrant, receipt of satisfactory confirmation from French tax authorities regarding French tax consequences of the proposed transaction and other conditions customary in a transaction of this type. On May 23, 1995, the Registrant announced that its Board of Directors had met and appointed a special committee consisting of three independent directors to evaluate the buy-out proposal made May 19, 1995, by the Registrant's French parent, Societe BIC S.A. The Registrant's Board of Directors noted that no assurance could be given as to whether or not any transaction will occur or as to the timing or terms of any transaction. Item 7. Financial Statements and Exhibits. (c) Exhibits. 20. Copy of press release issued on behalf of Societe BIC S.A. 20. Copy of press release issued on behalf of BIC Corporation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BIC CORPORATION --------------------------------------------- (Registrant) Date: May 23, 1995 Robert L. Macdonald --------------------------------------------- (Signature) Robert L. Macdonald, Vice President - Finance (Principal Accounting Officer) EX-20 2 EXHIBIT 20 Press Release 1995 No. 7 JHD/CG BIC (LOGO OF BIC) SOCIETE BIC S.A. PROPOSES TO BUY PUBLIC INTEREST IN ITS BIC CORPORATION SUBSIDIARY FOR $36.50 PER SHARE. Clichy, France, Societe BIC S.A. today announced a proposal to acquire all of the equity interests in its BIC Corporation subsidiary (NYSE: BIC) not currently owned by Societe BIC S.A. and members of the Bich family. Under the proposed transaction, the public shareholders of BIC Corporation would receive $36.50 a share in cash, or an aggregate of approximately $192 million for the 5,254,396 shares held by the public. BIC Corporation has outstanding 23,559,244 shares of Common Stock, of which Societe BIC S.A. and members of the Bich family own 18,304,848 shares, or approximately 78%. The offer is subject to the approval of the Board of Directors of BIC Corporation, receipt of satisfactory confirmation from French tax authorities regarding the French tax consequences of the transaction, and other conditions customary in a transaction of this type. The offer also noted that the proposed acquisition price is equivalent to a premium of approximately 20% over the average closing price of BIC Corporation common stock on the NYSE over the 180 trading days ended May 18, 1995. May 19, 1995 EX-20 3 EXHIBIT 20 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Linda K. Kwong --------------------- (203) 783-2049 BIC CORPORATION ANNOUNCES FORMATION OF SPECIAL COMMITTEE TO CONSIDER PARENT'S BUY-OUT PROPOSAL Milford, CT -- May 23, 1995 -- BIC Corporation (NYSE:BIC) today announced that its Board of Directors had met and appointed a special committee consisting of three independent directors to evaluate the buy-out proposal made last week by BIC's French parent, Societe BIC S.A. Under the proposal, Societe BIC would acquire in a cash merger the 5,254,396 shares of BIC Corporation common stock not currently owned by Societe BIC or members of the Bich family for $36.50 per share. The proposed acquisition, which has an aggregate value of approximately $192 million, is subject, among other conditions, to approval by BIC Corporation's Board of Directors. The BIC Corporation Board of Directors noted that no assurance could be given as to whether or not any transaction will occur or as to the timing or terms of any transaction.